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+"File: AR_TCS_2014_2015.md # TATA CONSULTANCY SERVICES # Experience certainty: TATA DIGITAL # DEFAULT ANNUAL REPORT 2015 2014 NO_CONTENT_HERE # Board of Directors # Highlights # Memories of the Year # 10 Years since the IPO # Our Leadership Team # Letter from the CEO # Digital Opportunity # Digital Talent Building # Digital Employees # Digital Society # Management Team # Notice # Directors' Report # Management Discussion and Analysis # Corporate Governance Report # Business Responsibility Report # Consolidated Financial Statements # Auditors' Report # Consolidated Balance Sheet # Consolidated Statement of Profit and Loss # Consolidated Cash Flow Statement # Notes forming part of the Consolidated Financial Statements # Unconsolidated Financial Statements # Auditors' Report # Balance Sheet # Statement of Profit and Loss # Cash Flow Statement # Notes forming part of the Financial Statements # Statement under Section 129(3) of the Companies Act, 2013 in Form AOC-1 relating to subsidiary companies # ITCS Annual Report 2014-15 |(Standing - Left to Right)|(Seated - Left to Right)| | | | |---|---|---|---|---| |V Thyagarajan|A Mehta|C M Christensen|C P Mistry|V Kelkar| |Director|Director|Director|Chairman|Director| |R Sommer|I Hussain|N Chandrasekaran|Aarthi Subramanian| | |Director|Director|Chief Executive Officer|Executive Director| | |P A Vandrevala|O P Bhatt| | | | |Director|Director| | | | # Revenue 94,648 crore 15.7% # Net Profit 19,852 crore # Net Margin 21.0% # Market Capitalisation 5,00,249 crore 19.7% # Employee Count 3,15,000+ Total Employees 1,00,000+ Women Employees (33%) Nationalities 122 # Dividend per share including for FY 14 - 15 79 as final dividend* * Proposed TCS Annual Report 2014-15 I 03 # First company in India to have 1,00,000+ women associates With a gender diversity ratio of approximately 33%, TCS crossed the milestone of employing more than 1,00,000 women during FY15, making it one of the largest employers of women in the world. Today, TCS is proud to have a senior woman leader on the board of directors of the Company, several leaders who are playing an active role in business, women managers who are taking the organisation to new heights across the globe as well as many young engineers who are starting their careers with TCS. This provides the platform for more women to take up the mantle of leadership to make this Company even stronger and more diverse. From hiring the first woman engineer from campus back in 1982 to having a women workforce that is larger than the population of more than 25 countries in the world, TCS has pioneered the cause of gender diversity. # Debut edition of the TCS New York City Marathon Attracting 50,000 runners from across the world every year, the TCS New York City Marathon is among the biggest and most prestigious endurance running events in the world. The inaugural edition of this race with TCS as the premier partner was run in 2014. This long-term partnership presents a great way for TCS to elevate its brand beyond the business community and accelerate our engagement with communities across North America to raise awareness about health and fitness. This initiative is symbolic of our continued investment and commitment to North America. # Hon'ble Prime Minister Modi drums up support for India at TCS Japan TCS was honoured to welcome the Honorable Prime Minister of India, Shri Narendra Modi, the Chief Guest at the inauguration of the TCS Japan Technology and Culture Academy, aimed at enhancing the technology knowledge and cultural understanding between Indian and Japanese IT professionals. Images of the Hon'ble PM's spontaneous playing of ceremonial Taiko drums went viral on social media, signalling the increased partnership between India and Japan. TCS Japan was formed in 2014. It is a unique venture formed in partnership with the Mitsubishi Corporation that aims to build a new global scale player with local knowledge in the Japanese IT industry, with TCS having a 51% stake in the new venture."
+"# 04 ITCS Annual Report2014-15 # our revenue in FY05 9,748 cr In FY10, it tripled and in FY15 it is almost 10 times (Revenues as of March 31, 2015: 94,648 cr) # 5 Trillion our market cap (Market cap as of March 31, 2015: 850 5,002,493 mn*) the price per share when we went public Today, it is approximately 10,000 (Return on investment of over 1100%) # SERVICES # BRAND # 2014 # our rank among 2nd global IT employers Over $80 bn in market cap (Market cap as of March 31, 2015: $80,285 mn) # oneTCS *As per NSE TCS Annual Report 2014-15 I 05 # N Chandrasekaran Chief Executive Officer and Managing Director # R Gopinathan Chief Financial Officer # Aarthi Subramanian Executive Director # A Mukherjee Executive Vice President and Global Head - HR # 06 ITCS Annual Report 2014-15 # Dear Shareholders, The fiscal year 2014-15 has been a year of milestones and memories for TCS. Your Company has continued to deliver strong performance and further strengthened its position in key markets. This industry-leading performance was achieved in an environment of currency headwinds and a fast changing industry landscape, even as we move into an economic and societal landscape where the Default is Digital. The past year also marked 10 years since the IPO of your Company. To celebrate our journey in the past decade, the board of directors announced a special Dividend of `40 per share on this occasion. This has taken the total dividend paid in FY15 to `79 per share including `24 proposed as final dividend. The giant strides your Company has taken since our listing would not have been possible without the energy and dedication of over 319,000 TCSers. The company announced a special one-time bonus of `2,630 crore for all TCSers with over one year of service in appreciation of their efforts. During the year, your Company grew annual revenues by 15.7% to `94,648 crore, while profit after tax grew 14.3% to `21,912 crore, excluding the impact of the special one-time employee bonus. This further underscores the management's focus on financial management and operating discipline. As a business, your Company continues to develop deeper, more strategic partnerships with global customers by playing the role of a full stakeholder in their business. Our ability to align our teams to the customer's business goals, together with our extensive domain and technology knowledge, has helped us remain relevant to our customers. During the year, we added 5 clients to the $100m+ category, taking the total to 29 clients, while customers in the $50+ and $20+ million bands grew by 15 and 26 respectively. This underscores our ability to build long-lasting partnerships where we add value to the customer's business chain on a sustainable basis and reiterates our preparedness in newer services like Digital. We are at the beginning of a new age where the Default is Digital - an interplay of a phenomenon called ""Consumerisation of IT"" fuelled by a set of technologies commonly referred to as Social, Mobile, Big Data & Analytics, Cloud, and AI & Robotics. Like the internet revolution and the PC revolution before that, this began as a technological change but is rapidly transforming into a sociological change, driving and impacting practically every facet of our lives and work. During the year, your Company has continued to elevate its position in key markets like North America, the UK, Europe, and Australia. Your Company continues to expand and strengthen its presence in new geographical markets. A significant milestone this year was the creation of Tata Consultancy Services Japan Ltd. as a strategic joint venture with Mitsubishi Corporation. Japan is the world's second largest IT market by spend and a very important component of our integrated global strategy. TCS has strengthened its presence in Japan with 3,500 local associates, new customer relationships, and a partner with shared strategic vision and common values. India continues to show enormous future potential with the government embarking on several digital and e-governance initiatives, but like other emerging markets, the nature of demand continues to be volatile. Today's systems are being shaped by technologies like machine learning and automation; manufacturing is moving to customised 3D printing; commerce is moving. TCS Annual Report 2014-15 I 07 online. Such transformative changes are the drivers of today's global economy, disrupting many traditional firms and indeed industries, driving businesses to change and adapt."
+"Your Company has been at the leading edge of the Digital revolution since its inception and has been investing steadily across the spectrum of technologies and domain-led solutions. We anticipated Digital as being a significant transformation opportunity for all our clients across many dimensions of their business. Going forward, new concepts like service-as-a-software, agile platforms and artificial intelligence will play a bigger role in enterprise IT and your Company is well positioned to play a significant role in this journey. With over 319,000 professionals across 60 countries to achieve this, we are building a Digital organisation that is always learning. I am proud to report that on average an employee of your Company spent 10.3 days on training over the last twelve months. Over the last one year, TCSers, including the 23,875 graduates hired, have undergone 2.59 million days of online training in technologies and domains and over 72,000 new certifications were granted to them. Our simplified processes have empowered employees in their ability to control more aspects of their working lives. At the same time, your Company continues to use real-time analytics to track behaviours and impact and make changes as needed. The Digital theme is beginning to dominate what is happening across all facets of society. In some of the following pages, we have attempted to provide glimpses of the type of impact these Digital technologies like mobile and social are having on the manner in which we engage with and hire talent from universities and how we use technology to serve our customers. Digital is also having a big impact on applications that help alleviate some of society's pressing problems. # FY 15 Achievements FY 15 was also a year of memories for your Company and it is my pleasure to share some of these achievements with you. - Your Company's contribution to the communities where TCSers live and work is also increasing in scope and scale - micro-projects in education, health and skills development in cities and communities in India, USA, the UK, Australia, and many others. I am proud to say that your Company contributed approximately `20 crore, including a generous voluntary contribution of `4.5 crore by TCS employees, to relief operations in natural disasters like the J&K Floods relief operation and the HudHud Cyclone relief in Andhra Pradesh. - On a national scale, your Company has pledged `100 crore to the 'Swachh Bharat, Swachh Vidyalaya Abhiyan' to build dedicated sanitation facilities for girl students in adopted government schools. The program is being rolled-out in a phase-wise manner, with 860 schools targeted in Phase-1. - Internationally, our action agenda focuses on STEM education in developed markets - where there is a lack of skilled talent in areas like math and engineering - through policy initiatives, technology platforms and school outreach activities. We are also focused on health as well as wellness in society through your Company's participation in marathons across key global cities like New York, Amsterdam, Chicago and Mumbai. We are extending popular TCS programs like Fit4life to the community by organising campus and corporate running programs. As an organisation, your Company continues to be driven by a strong performance ethic and a strong set of values and behaviours and is committed to delivering excellence to its stakeholders. Our investments in our people, capabilities, technology and infrastructure continue to ensure that your Company remains relevant to our customers and close to their business. I look forward to your support and encouragement to help your Company scale newer heights in the coming years. Lastly, I would also like to thank all TCSers for their professionalism and focus that have made these achievements possible. - Your Company was proud to become one of the few organisations in the world employing more than 100,000 women. Our talent pool's gender diversity ratio of 33% is something we are all proud of and we hope to see more successful women leaders emerge in the future. - Your Company created a record on the Indian bourses by becoming the first Indian company to cross five lakh crore or five trillion rupees in market capitalisation in 2014."
+"With warm regards N Chandrasekaran Chief Executive Officer and Managing Director May 21, 2015 08 I TCS Annual Report 2014-15 # AI & SOCIAL MEDIA # MOBILITY & PERVASIVE COMPUTING # CLOUD # ANALYTICS & BIG DATA # The Self-Optimising Supply Chain - Complete and real-time visibility on the supply and demand sides - Agility in responding to changed circumstances - Resilience to disruption # Customer Experience - Location and context awareness to enhance customer experience - Predicting problems and taking timely action to pre-empt them # Personalisation at Scale - Location sensing technologies and 3-D printing to enable ""make-to-order"" capability at ""make-to-plan"" cost # Security and Compliance - Product Track and Trace for stronger brand protection and narrower recalls - Compliance with regulatory e-Pedigree mandates TCS Annual Report 2014-15 I 09 Research shows that from high school onwards, students are leading a lifestyle where the Default is Digital. Spending more than an hour on the internet every day with nine of ten students present on social networks, tomorrow's professionals are digitally savvy and expect their future employers to understand and adapt to their digital frame of mind. Taking cognizance of these trends, your Company has started using social platforms, gamification programs and other interactive methods like contests, to create new methods of engagement for students from engineering and other disciplines so that they are able to become high performing IT professionals in the future. With membership of around 7,50,000 students from over 1,500 institutions across the world, Campus Commune is the flagship social network built by TCS to give students an online platform to learn about technology, and connect with like-minded students and teachers through peer-to-peer learning programs. It also uses interactive aspects like contests and quizzes for experiential learning exercises. Campus Commune, which is being extended globally, acts as a real-time interface between students, the academic community and TCS, thus building a continuously evolving, symbiotic eco-system of learning and sharing for the future. # Engineering for Next Generation EngiNX is a niche contest conducted by the Engineering and Industrial Services unit for students from engineering and technological institutes. In 2014, over 18,500 students registered for this contest, which resulted in 11 offers and 16 internships to the winners and finalists. It is a platform not only to create awareness and mindshare among students about the need to innovate constantly in terms of technology to help improve the quality of life, but also a chance to showcase their engineering talents. The Assurance Services unit, to nurture talent, create awareness about careers in assurance and lay a strong foundation for students in the testing space, conducts an annual contest called TESTimony. Through this contest, students can jump-start their career in software testing and assurance, a relatively new career stream in the IT industry. Over 22,300 students registered in 2014, and 16 offers were made to the winners and finalists and 20 internships to participating students. Codevita is a unique code-writing and programming contest conducted for students from across the world to promote the concept of ""Programming-As-A-Sport"". This annual contest attracted over 1,30,000 registered teams of two each from 19 countries across six continents. Established as a platform for learning in a highly interactive and productive environment, students globally can use this contest to showcase their programming talent to earn recognition and honour. In 2014, at the Global Finals held in Mumbai, the winning team was from the UK, with teams from India and Peru winning the Silver and Bronze respectively. This contest also allows TCS to spot top programming talent, and more than 400 students who participated at the continental and global finals were offered employment and internships. 10 I TCS Annual Report 2014-15 # iConnectiBegin Today's digital enterprises have to align with the work-styles and culture of a new generation of professionals. At your Company, this begins from the way TCSers are inducted into the organisation and trained, to the way they continue to learn and grow in their careers over the long-term. To improve the joining experience of new hires into the organisation and help them settle into their roles quickly, iBegin, the Pre-Joining Digital Platform, is designed to provide an enriching engagement experience from the time a prospective employee accepts employment until he or she joins the organisation. The platform enables your Company to be ready for candidates by providing essentials like laptops, phones and mail ids from day one."
+"It is also a tool to connect and collaborate with new employees and the concerned internal stakeholders as well as with internal systems and processes. By providing a uniform platform across all countries to complete pre-joining formalities, iBegin strives to make the joining process more streamlined, leading to greater candidate satisfaction. The programme has had a positive impact on the entire recruitment and joining process. - Close to 5,000 offers rolled out since its inception in March 2015 Mentoring in its myriad forms is an important facet of holistic career progression and planning. iConnect is a platform that helps TCSers at junior to middle career levels connect with senior leaders in order to help them prepare their career plan in line with the organisation's growth goals. Online virtual platforms help young TCSers connect with experts across career streams and business units, to get information, insights and guidance for career and personal growth. It also helps prepare senior and middle level managers to become better people managers and become comfortable and conversant in shaping young careers and creating a sustainable mentoring culture. - 33,000+ employees registered on iConnect till date In line with your Company's commitment to learning in the organisation as well as its desire to re-imagine what TCSers learn in a digital world, iEvolve was launched as the backbone of the new Learning and Competency Management System. iEvolve is a more streamlined and dynamic platform, offering an enriched user experience and improved learning across multiple mediums through an anytime-anywhere model. All employees are encouraged to use the platform to continuously learn and acquire the right competencies to drive growth in their career and realise their potential. - Close to 4,00,000 courses completed. 1,20,000+ competencies acquired Knome is an enterprise social collaboration platform that uses best of breed social networking patterns blended with gamification elements to unleash the collective wisdom of an enterprise. It is built to promote participation and collaboration and enable serendipitous discovery of knowledge. - 2,50,000+ active users on Knome. 11,000+ communities where cross-functional teams collaborate TCS Annual Report 2014-15 I 11 # The rapid devolution of digital technologies driven by mobile phone adoption, cloud technologies and apps is permeating to all sections of society across the world. While public projects like the Passport Seva Kendra highlight how these technologies are making citizen services easier, the trend is permeating into communities and spaces where technology was not extensively used in the era of desktops and servers. # Mobile App for Fisherfolk In partnership with US telecom major Qualcomm, your Company developed the Fisher Friend Mobile Application (FFMA) - a smartphone application for the fisherfolk living on the eastern coast of India. FFMA provides critical information about weather and ocean conditions up to 100 kilometers (about 62 miles) from shore including disaster alerts. It also highlights rich Potential Fishing Zones (PFZs) and current market prices of fish, helping the fishermen make the right sale decisions as well as improve their catch and their income. It is a simple to use application, developed on the popular Android platform and is available for users in English, Tamil and Telugu languages. FFMA is a unique, single window solution for the holistic shore-to-shore needs of the fishing community, providing vulnerable fishermen immediate access to critical, near real-time knowledge and information services. # Social Platform for MillionWomen Mentors In the United States, while women comprise 48% of the US workforce, just 24% are in STEM (Science, Technology, Engineering and Mathematics) fields, a statistic that has held constant for nearly the last decade. To spur interest and bring more women into STEM careers, TCS has partnered with Million Women Mentors, a national effort aimed at increasing the number of girls who opt for STEM degrees at college, with a special focus on minorities and underserved populations. In 2014, TCS built and launched a new web-based platform to help MWM build a stronger pipeline of STEM professionals from school classrooms all the way to corporate boardrooms. The initiative, launched on January 8, 2013, has already recorded more than 1,70,000 pledges to mentor with a goal to establish one million mentors by the year 2016. As the technology partner and proud founding sponsor of MWM, TCS is pleased to have deployed the MWM 2.0 web-portal that enables volunteers to connect with women and girls organisations. Those organisations in turn will connect these mentors with student and professional mentees in a safe environment."
+"# Smart Fitness Tracking Applications for Marathons As a partner to many well-known marathons and races in the world, TCS is committed to promoting a healthy lifestyle amongst its employees and in the communities it operates in. To further help athletes and runners in honing their skills and their timings, TCS has deployed a smart-phone based app that helps runners in leading marathons track their performance across the duration of the race. The app is a significant improvement on existing performance tracking apps and was extensively used in the recent TCS New York City Marathon. It was downloaded over 2,58,000 times during the 2014 race and received favourable reviews from runners and their families who used it. The same platform is being used in other prominent running events across the world including the Singapore Marathon, the TCS World 10K Bangalore and the Mumbai Marathon. 12 I TCS Annual Report 2014-15 # Board of Directors - Cyrus Mistry (Chairman) - N Chandrasekaran (CEO and Managing Director) - Aman Mehta - V Thyagarajan - Prof. Clayton M Christensen - Dr. Ron Sommer - Dr. Vijay Kelkar - Ishaat Hussain - O. P. Bhatt - Phiroz Vandrevala - Aarthi Subramanian (Executive Director) # Company Secretary Suprakash Mukhopadhyay # Statutory Auditors Deloitte Haskins & Sells LLP # IFRS Auditors Deloitte Haskins & Sells LLP # Registered Office 9th Floor, Nirmal Building Nariman Point, Mumbai 400 021 Tel : 91 22 6778 9595 Fax : 91 22 6778 9660 Website : www.tcs.com CIN : L22210MH1995PLC084781 # Registrars & Transfer Agents TSR DARASHAW Limited Corporate Office 6-10, Haji Moosa Patrawala Industrial Estate TCS House 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Tel : 91 22 6656 8484 Fax : 91 22 6656 8494 E-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com # Annual Report 2014-15 # Management Team |Function|Name| |---|---| |Corporate|Chief Executive Officer and Managing Director| | |N Chandrasekaran| | |Executive Director| | |Aarthi Subramanian| |Finance|Rajesh Gopinathan| |Human Resources|Ajoyendra Mukherjee| |Company Secretary and Treasury|Suprakash Mukhopadhyay| |Marketing|John Lenzen| |Communication|Pradipta Bagchi| |Research & Development|K Ananth Krishnan| |Legal|Vishwanathan Iyer| |Geography Heads|North America, United Kingdom and Europe| | |Surya Kant| | |Shankar Narayanan| | |Amit Bajaj| | |Akhilesh Tripathi| | |Sapthagiri Chapalapalli| | |Heinz Gehri| | |Amit Kapur| | |K.Kumaranarayanan| | |Latin America| | |Henry Manzano| | |India, Asia Pacific, Middle-East and Africa| | |Ravi Viswanathan| | |Ujjwal Mathur| | |Varun Kapur| | |Girish Ramachandran| | |Japan| | |AS Lakshminarayanan| |Industry Service Units|Banking and Financial Services| | |K Krithivasan| | |Ramanamurthy Magapu| | |Susheel Vasudevan| | |Insurance and Healthcare| | |Suresh Muthuswami| | |P Syama Sundar| | |Life Sciences, Energy Resources and Manufacturing| | |Debashis Ghosh| | |Jayanta Banerjee| | |Milind Lakkad| | |Telecom, Media, Hi-Tech and Utilities| | |N Sivasamban| | |V Rajanna| | |Kamal Bhadada| | |Nagaraj Ijari| | |Raman Venkatraman| | |Sudheer Warrier| | |Retail & CPG and Travel & Hospitality| File: AR_TCS_2014_2015.md | |Pratik Pal| | |Sudhakar Gudala| | |S Sukanya| |Government|Tanmoy Chakrabarty| |Strategic Growth Units|TCS Financial Services| | |NG Subramaniam| | |iON| | |Venguswamy Ramaswamy| | |Platforms| | |Raj Agrawal| |Service Units|Global Consulting Practice and Enterprise Solutions| | |Krishnan Ramanujam| | |Engineering & Industrial Services| | |Regu Ayyaswamy| | |Infrastructure Services| | |P R Krishnan| | |BPO| | |Dinanath Kholkar| | |Assurance Services| | |Siva Ganesan| | |Digital Solutions| | |Satya Ramaswamy| # Notice Notice is hereby given that the twentieth Annual General Meeting of Tata Consultancy Services Limited will be held on Tuesday, June 30, 2015 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, to transact the following business: 1. To receive, consider and adopt: 1. the Audited Financial Statements of the Company for the financial year ended March 31, 2015, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends (including a special dividend) on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2014-15. 3. To appoint a Director in place of Mr. Cyrus Mistry (DIN 00010178), who retires by rotation and, being eligible, offers himself for re-appointment. 4."
+"Appointment of Auditors To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-first AGM of the Company to be held in the year 2016 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors."" 5. Re-appointment of Mr. N. Chandrasekaran as Chief Executive Officer & Managing Director of the Company To consider and, if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013, (""Act""), as amended or re-enacted from time to time, read with Schedule V to the Act, the Company hereby approves the re-appointment and terms of remuneration of Mr. N. Chandrasekaran (DIN 00121863) as the Chief Executive Officer and Managing Director of the Company for a period of five years with effect from October 6, 2014 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. N. Chandrasekaran."" ""RESOLVED FURTHER that the Board or a Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution."" 6. Appointment of Ms. Aarthi Subramanian as a Director of the Company To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: ""RESOLVED that Ms. Aarthi Subramanian (DIN 07121802) who was appointed by the Board of Directors as an Additional Director of the Company with effect from March 12, 2015 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (""Act"") and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."" # Annual Report 2014-15 # 7. Appointment of Ms. Aarthi Subramanian as an Executive Director of the Company To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013 (""Act""), as amended or re-enacted from time to time, read with Schedule V to the Act, the Company hereby approves the appointment and terms of remuneration of Ms. Aarthi Subramanian (DIN 07121802) as an Executive Director of the Company for a period of three years with effect from March 12, 2015 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of her appointment), with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Ms. Aarthi Subramanian."" ""RESOLVED FURTHER that the Board or a Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution."" # 8."
+"Appointment of Branch Auditors To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 (""Act""), as amended from time to time, the Board be and is hereby authorized to appoint as Branch Auditors of any branch office of the Company, whether existing or which may be opened / acquired hereafter, outside India, in consultation with the Company's Auditors, any person(s) qualified to act as Branch Auditors within the provisions of Section 143(8) of the Act and to fix their remuneration."" # Notes: 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") in respect of the business under Item Nos. 4 to 8 of the Notice, is annexed hereto. The relevant details as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges, of persons seeking appointment / re-appointment as Directors under Items No. 3, 5, 6 and 7 of the Notice, are also annexed. 2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 3. The Register of Members and Transfer Books of the Company will be closed from Tuesday, June 9, 2015 to Saturday, June 13, 2015, both days inclusive. 4. If the Final Dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on Tuesday, July 7, 2015 as under: 1. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on Monday, June 8, 2015; 2. To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on Monday, June 8, 2015. # 16 Notice # 5. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, TSR DARASHAW Limited (TSRDL) to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to TSRDL. # 6. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or TSRDL for assistance in this regard. # 7. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or TSRDL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be returned to such Members after making requisite changes thereon. # 8. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. # 9."
+"Members seeking any information with regard to the Accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Meeting. # 10. Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the Company and erstwhile TCS e-Serve Limited, which has amalgamated with the Company, have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the IEPF or the Company for the amounts so transferred prior to March 31, 2015. Members who have not yet encashed their dividend warrant(s) pertaining to the Final Dividend for the financial year 2007-08 onwards for the Company and erstwhile TCS e-Serve Limited are requested to make their claims without any delay to TSRDL. It may be noted that the unclaimed Final Dividend for the financial year 2007-08 declared by the Company on July 1, 2008 can be claimed by the shareholders by June 30, 2015 and unclaimed Final Dividend for the financial year 2007-08 declared by TCS e-Serve Limited on December 18, 2008 can be claimed by the Members by December 17, 2015. Members' attention is particularly drawn to the ""Corporate Governance"" section of the Annual Report in respect of unclaimed dividend. # 11. The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. # 12. To support the 'Green Initiative' Members who have not registered their e-mail addresses are requested to register the same with TSRDL / Depositories. # 13. In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder and the clause 35B of the listing agreement, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. In order to enable its Members, who do not have the access to e-voting facility to send their assent or dissent in writing in respect of the resolutions as set out in this Notice, the Company is enclosing a Ballot Form with the Notice. Instructions for Ballot Form are given at the back of the said form and instructions for e-voting are given here in below. Resolution(s) passed by Members through Ballot Forms or e-voting is / are deemed to have been passed as if they have been passed at the AGM. # Annual Report 2014-15 14. Mr. P. N. Parikh of M/s. Parikh & Associates, Practicing Company Secretaries (Membership No. FCS 327), has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) in a fair and transparent manner. 15. The facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the meeting and Members attending the meeting who have not already cast their vote by remote e-voting or by ballot form shall be able to exercise their right at the meeting. 16. The Members who have cast their vote by remote e-voting or by ballot form prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again. 17. Members can opt for only one mode of voting, i.e., either by Ballot Form or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through Ballot Form shall be treated as invalid. 18. In case a Member is desirous of obtaining a duplicate Ballot Form, he may send an e-mail to investor.relations@tcs.com by mentioning their Folio / DP ID and Client ID No. However, the duly completed Ballot Form should reach the Scrutinizer, Mr. P. N. Parikh of M/s."
+"Parikh & Associates at 11th Floor, Air India Building, Nariman Point, Mumbai - 400 021 not later than Monday, June 29, 2015 (5:00 p.m. IST). Ballot Form received after this date will be treated as invalid. 19. The instructions for e-voting are as under: 1. In case a Member receives an e-mail from NSDL (for Members whose email addresses are registered with the Company / Depositories): 1. Open the e-mail and also open PDF file, namely, ""TCS e-voting.pdf"" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password. 2. Open the internet browser and type the following URL: https://www.evoting.nsdl.com 3. Click on Shareholder - Login 4. If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting your vote. 5. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential. 6. Once the e-voting home page opens, click on e-Voting> Active Voting Cycles. 7. Select ""EVEN"" (E-voting Event Number) of Tata Consultancy Services Limited which is 101783. Now you are ready for e-voting as Cast Vote page opens. 8. Cast your vote by selecting the appropriate option and click on ""Submit"" and also ""Confirm"" when prompted. 9. Upon confirmation, the message ""Vote cast successfully"" will be displayed. 10. Once the vote on a resolution is cast, the Member shall not be allowed to change it subsequently. 11. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution and / or Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to tcs.scrutinizer@gmail.com, with a copy marked to evoting@nsdl.co.in. 12. In case of any queries, you may refer the Frequently Asked Questions (FAQs) and e-voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990. # 18 Notice # Instructions for E-Voting # B. In case a Member receives physical copy of the Notice of the AGM (for Members whose e-mail addresses are not registered with the Company / Depositories): 1. Initial password is provided in the enclosed ballot form: EVEN (E-voting Event Number) + USER ID and PASSWORD 2. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote. # C. Other Instructions 1. The e-voting period commences on Saturday, June 27, 2015 (9.00 a.m. IST) and ends on Monday, June 29, 2015 (5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on June 23, 2015 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to change it subsequently or cast vote again. 2. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting, voting through ballot form, as well as voting at the meeting through ballot. 3. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password by using ""Forgot User Details / Password"" option available on www.evoting.nsdl.com. 4."
+"The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, would count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of conclusion of the meeting, a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. 5. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared. The Company shall simultaneously forward the results to BSE Limited (""BSE"") and National Stock Exchange of India Limited (""NSE""), where the shares of the Company are listed. By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Vice President and Company Secretary Mumbai April 16, 2015 # Registered Office: 9th Floor, Nirmal Building Nariman Point Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com Notice 19 # Annual Report 2014-15 # Explanatory Statement # (Pursuant to Section 102 of the Companies Act, 2013) As required by Section 102 of the Companies Act, 2013 (""Act""), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 4 to 8 of the accompanying Notice: # Item No. 4 This explanatory statement is provided though strictly not required as per Section 102 of the Act. Deloitte Haskins & Sells LLP (DHS), (ICAI Firm Registration No. 117366W/W-100018), Chartered Accountants, Mumbai were appointed as the statutory auditors of the Company for a period of three years at the Annual General Meeting (AGM) of the Company held on June 27, 2014. As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. Accordingly, ratification of the members is being sought for the proposal contained in the Resolution set out at item no. 4 of the Notice. The Board commends the Resolution at Item No. 4 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs is concerned or interested in the Resolution at Item No. 4 of the accompanying Notice. # Item No. 5 At the Annual General Meeting of the Company held on July 2, 2010, the Members had approved the appointment and terms of remuneration of Mr. N. Chandrasekaran as Chief Executive Officer and Managing Director (CEO & MD) for a period of five years from October 6, 2009. The Board of Directors has re-appointed Mr. N. Chandrasekaran as CEO & MD for a further period of five years, with effect from October 6, 2014, subject to the approval of the Members. A brief profile of Mr. N. Chandrasekaran is given below: Mr. Chandrasekaran holds a Bachelor's Degree in Applied Science and a Master's Degree in Computer Applications. He joined the Company on January 27, 1987 and has over 28 years of experience in the software industry and business operations. Prior to his elevation to the position as the Chief Executive Officer and Managing Director of the Company on October 6, 2009, he held the office of the Chief Operating Officer and Executive Director of the Company from September 6, 2007 till October 5, 2009. He has held several key positions within the Company including the position of Executive Vice President and Head, Global Sales and Operations. Under his leadership, the Company has maintained its industry leadership position. The revenues increased from ` 30,029 crore in 2009-10 to ` 94,648 crore in 2014-15 at a compounded annual growth rate (CAGR) of 26%. The net profit during the same period increased from ` 7,001 crore to ` 19,852 crore at a CAGR of 23%. The employee base increased from 1,60,429 as on March 31, 2010 to 3,19,656 as on March 31, 2015. During his tenure, he formulated and successfully executed the Company's global strategy and several key strategic transitions."
+"He was responsible for formulating and deploying TCS' full services strategy, expanding the plethora of Company's service offerings, including IT services, IT Infrastructure, Consulting, e-Business, Enterprise Solutions, Remote Infrastructure Management, Business Process Outsourcing and Assurance Services across various industry verticals such as BFSI (Banking, Financial Services and Insurance), Energy, Government, Healthcare, Life Sciences, Manufacturing, Media and Information Services, Resources - Metals, Mining & Construction, Retail, Telecom, Travel, Transportation & Hospitality and Utilities. He also spearheaded the Company's geographic expansion strategy by launching TCS across Europe, Latin America, China and Japan and pioneered the concept of Global Network Delivery ModelTM (GNDM TM), under which TCS has set up software development centres across the globe in Budapest, Montevideo, Sao Paulo, Santiago, Mexico and Hangzhou. File: AR_TCS_2014_2015.md Under his guidance, the Company has refined its corporate sustainability program to focus on education, environment and wellness. The Company has created healthcare solutions for charitable hospitals to help them effectively to improve the level of patient care and use their resources to treat more patients who cannot afford healthcare. Through his active support of major marathons in Boston, Berlin, New York, Chicago, Amsterdam, Mumbai and Bangalore, he has helped in spreading a message of health awareness across the Company's employees globally as well as in the communities it operates in. # Notice Mr. Chandrasekaran is recipient of several awards and recognition in business and academic communities. In 2014-15, he was voted as one of CNBC TV 18 - 'Indian Business Icons', awarded CNN- IBN Indian of the Year 2014 in business category and the ""Best CEO for 2014"" by Business Today for the second consecutive year. He was conferred with the Honorary Doctorate by JNTU, Hyderabad, India (2014). He has received Honorary Doctorate from Nyenrode Business University, Netherland's top private business school in 2013. Mr. Chandrasekaran has also been conferred honorary degrees by many Indian universities such as the Gitam University, Vishakapatnam, Andhra Pradesh (2013), KIIT University, Bhubaneswar, Odisha (2012) and the SRM University, Chennai, Tamil Nadu (2010). Further details of Mr. Chandrasekaran have been given in the Annexure to this Notice. # A. Tenure of Appointment: The appointment of the CEO & MD is for a period of five years with effect from October 6, 2014. # B. Nature of Duties: The CEO & MD shall devote his whole time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the Company and the business of one or more of its associated companies and / or subsidiaries, including performing duties as assigned to the CEO & MD from time to time by serving on the Boards of such associated companies and / or subsidiaries or any other executive body or any committee of such company. # C. Remuneration: # a. Basic Salary: Current Basic Salary of ` 15,00,000 per month; upto a maximum of ` 25,00,000 per month. The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the Nomination and Remuneration Committee (""NRC"") or by the NRC on authority of the Board and will be performance-based and take into account the Company's performance as well, within the said maximum amount. # b. Benefits, Perquisites and Allowances: Details of Benefits, Perquisites and Allowances are as follows: - i. Rent-free residential accommodation (partly furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g gas, electricity and water charges) for the said accommodation or house rent, house maintenance and utility allowances aggregating 85% of the Basic Salary (in case residential accommodation is not provided by the Company). - ii. Hospitalisation and major medical expenses, car facility, telecommunication facility and housing loan facility as per Rules of the Company. - iii. Other perquisites and allowances subject to a maximum of 55% of the Basic Salary; this shall include medical allowance, leave travel concession / allowance and other allowances / personal accident insurance / club membership fees. - iv. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. - v. Leave and encashment of unavailed leave as per the Rules of the Company. # c."
+"Commission: In addition to Salary, Benefits, Perquisites and Allowances, the CEO & MD would be paid such remuneration by way of Commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the CEO & MD will be based on his performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the annual accounts have been approved by the Board. # D. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the CEO & MD, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites and Allowances and Commission subject to further approvals as required under Schedule V of the Companies Act, 2013, or any modification(s) thereto. Notice 21 # Annual Report 2014-15 # E. Other terms of Appointment: 1. The CEO & MD shall not become interested or otherwise concerned, directly or through his spouse and / or children, in any selling agency of the Company. 2. The terms and conditions of the appointment of the CEO & MD may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the CEO & MD, subject to such approvals as may be required. 3. The agreement may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu thereof. 4. The employment of the CEO & MD may be terminated by the Company without notice or payment in lieu of notice: 1. if the CEO & MD is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which he is required to render services; or 2. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the CEO & MD of any of the stipulations contained in the Agreement; 5. Upon the termination by whatever means of the CEO & MD's employment: 1. the CEO & MD shall immediately cease to hold offices held by him in any holding company, subsidiaries or associated companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall resign as trustee of any trusts connected with the Company; 2. the CEO & MD shall not, without the consent of the Company, at any time thereafter represent himself as connected with the Company or any of the subsidiaries or associated companies. 6. All personnel policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the CEO & MD, unless specifically provided otherwise. 7. The terms and conditions of appointment of the CEO & MD also include clauses pertaining to adherence with the Tata Code of Conduct, non-solicitation and maintenance of confidentiality. 8. If and when the Agreement expires or is terminated for any reason whatsoever, the CEO & MD will cease to be the CEO & MD, and also cease to be a Director. If at any time, the CEO & MD ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the CEO & MD and the Agreement shall forthwith terminate. If at any time, the CEO & MD ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and CEO & MD of the Company. The Board commends the Resolution at Item No. 5 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of directors and KMPs except Mr. Chandrasekaran is concerned or interested in the resolutions at Item No. 5 of the Notice relating to his re-appointment. # Item Nos. 6 and 7: The Board appointed Ms. Aarthi Subramanian, as Additional Director with effect from March 12, 2015."
+"The Board has also appointed her as an Executive Director (ED) effective the same date, for a period of three years, subject to the approval of the Members. As per the provisions of Section 161(1) of the Act, she holds office of Additional Director only up to the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160 of the Act proposing her candidature for the office of Director of the Company, along with the requisite deposit. # A brief profile of Ms. Aarthi Subramanian is given below: Ms. Aarthi Subramanian holds a B.Tech in Computer Science from the National Institute Technology, Warangal, A.P. (India) and a Masters Degree in Engineering Management from University of Kansas (USA). She started her career as a graduate trainee in TCS in 1989. In her previous role as Global Head - Delivery Excellence, she was responsible for overall Service Quality, Customer Satisfaction, Service Improvements and all Standards and Certifications across the Company. Prior to this role, she was the Head of Delivery for seven years with the TCS Retail & CPG Business Unit, where she was responsible for several strategic accounts and major clients. She led the team to achieve excellence in customer services through relentless customer focus, rigour in service delivery and pro-active value addition. She has played a key role in setting up SAP Center of Excellence in Chennai. She took over as the Head of the Governance, Compliance and Risk Management in October 2014 to take care of HR and Legal compliances and Internal Controls. # 22 Notice With over 25 years of experience, she has worked in diverse roles in India, Sweden, US and Canada and has rich experience in Account Management, Delivery and Large Program Management. Further details of Ms. Aarthi Subramanian have been given in the Annexure to this Notice. # The main terms and conditions of appointment of Ms. Aarthi Subramanian (hereinafter referred to as an ""Executive Director"") are given below: # A. Tenure of Appointment: The appointment of the Executive Director is for a period of three years with effect from March 12, 2015. # B. Nature of Duties: The Executive Director shall devote her whole time and attention to the business of the Company and shall perform such duties as may be entrusted to her by the Board from time to time and separately communicated to her and exercise such powers as may be assigned to her, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of one or more of its associated companies and / or subsidiaries, including performing duties as assigned to the Executive Director from time to time by serving on the Boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company. # C. Remuneration: a. Basic Salary: Current Basic Salary of ` 3,81,500 per month; upto a maximum of ` 6,00,000 per month. The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the Nomination and Remuneration Committee (""NRC"") or by the NRC on authority of the Board and will be performance-based and take into account the Company's performance as well, within the said maximum amount. b. Benefits, Perquisites & Allowances: Details of Benefits, Perquisites and Allowances are as follows: i. Rent-free residential accommodation (partly furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g gas, electricity and water charges) for the said accommodation or house rent, house maintenance and utility allowances aggregating 85% of the Basic Salary (in case residential accommodation is not provided by the Company). ii. Hospitalisation and major medical expenses, Car facility, Telecommunication facility and Housing loan facility as per Rules of the Company. iii. Other perquisites and allowances given below subject to a maximum of 55% of the Basic Salary; this shall include medical allowance, leave travel concession / allowance and other allowances / personal accident insurance / club membership fees. iv. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. v. Leave and encashment of unavailed leave as per the Rules of the Company. c."
+"Commission: In addition to Salary, Benefits, Perquisites and Allowances, the Executive Director would be paid such remuneration by way of Commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the Executive Director will be based on her performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the annual accounts have been approved by the Board. # D. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the Executive Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites, Allowances and Commission subject to further approvals as required under Schedule V of the Companies Act, 2013, or any modification(s) thereto. # E. Other terms of Appointment: i. The Executive Director shall not become interested or otherwise concerned, directly or through her spouse and / or children, in any selling agency of the Company. ii. The terms and conditions of the appointment of the Executive Director may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under. # Annual Report 2014-15 Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the Executive Director, subject to such approvals as may be required. 1. The Agreement may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu thereof. 2. The employment of the Executive Director may be terminated by the Company without notice or payment in lieu of notice: 1. if the Executive Director is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which she is required to render services; or 2. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the Executive Director of any of the stipulations contained in the Agreement; 3. Upon the termination by whatever means of the Executive Director's employment: 1. the Executive Director shall immediately cease to hold offices held by her in any holding company, subsidiaries or associated companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall resign as trustee of any trusts connected with the Company; 2. the Executive Director shall not without the consent of the Company, at any time thereafter represent herself as connected with the Company or any of the subsidiaries or associated companies. 4. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the Executive Director, unless specifically provided otherwise. 5. The terms and conditions of appointment of the Executive Director also include clauses pertaining to adherence with the Tata Code of Conduct, non-solicitation and maintenance of confidentiality. 6. If and when the Agreement expires or is terminated for any reason whatsoever, the Executive Director will cease to be the Executive Director, and also cease to be a Director. If at any time, the Executive Director ceases to be a Director of the Company for any reason whatsoever, she shall cease to be the Executive Director, and the Agreement shall forthwith terminate. If at any time, the Executive Director ceases to be in the employment of the Company for any reason whatsoever, she shall cease to be a Director and Executive Director of the Company. The Board commends the Resolutions at Item Nos. 6 and 7 for approval by the Members. None of the Directors or Key Managerial Personnel or relatives of directors and KMPs except Ms. Aarthi Subramanian is concerned or interested in the resolutions at Item No.6 and 7 of the Notice relating to her appointment. # Item No. 8: The Company has branches outside India and may also open / acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches."
+"The Members are requested to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration. The Board commends the Resolution at Item No. 8 for approval by the Members. None of the Directors or key managerial personnel or relatives of directors and KMPs is concerned or interested in the Resolution at Item No.8 of the Notice. By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Vice President and Company Secretary Mumbai April 16, 2015 # Registered Office: 9 th Floor, Nirmal Building Nariman Point Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com 24 Notice # Details of Directors Seeking Appointment / Re-appointment at the Annual General Meeting |Particulars|Mr. Cyrus Mistry|Mr. N. Chandrasekaran|Ms. Aarthi Subramanian| |---|---|---|---| |Date of Birth|July 4, 1968|June 2, 1963|June 26, 1967| |Date of Appointment|April 2, 2012|September 6, 2007|March 12, 2015| |Qualifications|- Graduate degree in Civil Engineering from Imperial College, UK - M. Sc. in Management from London Business School |- Bachelor's degree in Applied Sciences - Master's degree in Computer Applications |- B. Tech in Computer Science - Masters Degree in Engineering Management | |Expertise in specific functional areas|Wide business experience across a variety of industries|Wide experience in Information Technology|Wide experience in Information Technology| |Directorships held in other public companies (excluding foreign companies and Section 8 companies)|- Tata Sons Limited - Tata Industries Limited - The Tata Power Company Limited - Tata Teleservices Limited - Tata Global Beverages Limited - Tata Steel Limited - Tata Motors Limited - Tata Chemicals Limited - The Indian Hotels Company Limited |- C-Edge Technologies Limited - CMC Limited |- CMC Limited | |Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee)|Nil|Nil|Nil| |Number of shares held in the Company|41,63,526|88,528|2,800| Notice 25 # Annual Report 2014-15 To, TSR Darashaw Limited Unit: Tata Consultancy Services Limited 6-10 Haji Moosa Patrawala Industrial Estate, 20 Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 # Updation of Shareholder Information I / We request you to record the following information against my / our Folio No.: # General Information: |Folio No.:| | |---|---| |Name of the first named Shareholder:| | |PAN: *| | |CIN / Registration No.: *|(applicable to Corporate Shareholders)| |Tel No. with STD Code:| | |Mobile No.:| | |Email Id:| | *Self attested copy of the document(s) enclosed # Bank Details: |IFSC:|(11 digit)| |---|---| |MICR:|(9 digit)| |Bank A/c Type:| | |Bank A/c No.: *| | |Name of the Bank:| | |Bank Branch Address:| | * A blank cancelled cheque is enclosed to enable verification of bank details I / We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I / we would not hold the Company / RTA responsible. I / We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I / We understand that the above details shall be maintained till I / we hold the securities under the above mentioned Folio No. / beneficiary account. Place: ____________________________ Date: Signature of Sole / First holder # Notice # Directors' Report Separator # Directors' Report 27 # Annual Report 2014-15 # Directors' Report To the members, The directors submit annual report of Tata Consultancy Services Limited (the ""Company"" or ""TCS"") along with the audited financial statements for the financial year ended March 31, 2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results | |Unconsolidated| |Consolidated| | |---|---|---|---|---| | |2014-15|2013-14|2014-15|2013-14| |Revenue from operations|73,578.06|64,672.93|94,648.41|81,809.36| |Operating expenditure|52,549.86|43,139.21|70,166.70|56,656.57| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|21,028.20|21,533.72|24,481.71|25,152.79| |Other income (net)|4,466.73|3,114.71|3,229.91|1,636.74| |Finance costs|79.57|23.41|104.19|38.52| |Depreciation and amortisation expense|1,393.77|1,080.55|1,798.69|1,349.15| |Profit before exceptional item and tax|24,021.59|23,544.47|25,808.74|25,401.86| |Exceptional item|528.38|-|489.75|-| |Profit before tax (PBT)|24,549.97|23,544.47|26,298.49|25,401.86| |Tax expense|5,293.01|5,069.55|6,238.79|6,069.99| |Profit for the year before minority interest|19,256.96|18,474.92|20,059.70|19,331.87| |Minority interest|-|-|207.52|168.00| |Profit for the year (PAT)|19,256.96|18,474.92|19,852.18|19,163.87| |Adjustment for amalgamation of acquired subsidiaries|71.78|2,375.22|-|-| |Balance brought forward from previous year|36,420.45|24,602.85|39,504.51|29,529.97| |Amount available for appropriation|55,749.19|45,452.99|59,356.69|48,693.84| |Appropriations| | | | | |Interim dividends on equity shares (excluding tax)|10,772.92|2,349.87|10,772.92|2,349.87| |Proposed dividend on equity shares (excluding tax)|4,700.95|3,917.46|4,700.95|3,917.46| |Dividend on redeemable preference shares (excluding tax)|-|28.76|-|28.76| |Tax on dividends (interim and proposed)|2,591.54|788.96|2,635.69|795.68| |Write back of tax on dividends of prior year|(20.97)|-|(20.97)|-| |Capital redemption reserve|-|100.00|255.57|157.12| |General reserve|1,925.69|1,847.49|1,953.64|1,883.41| |Statutory reserve|-|-|46.24|57.03| |Balance carried to balance sheet|35,779.06|36,420.45|39,012.65|39,504.51| (` 1 crore = ` 10 million) # 2."
+"Dividend Based on the Company's performance, the directors are pleased to recommend for approval of the members a final dividend of ` 24 per share for the financial year 2014-15 taking the total dividend to ` 79 per share (previous year ` 32 per share), including a special dividend of ` 40 per share. The final dividend on equity shares, if approved by the members would involve a cash outflow of ` 5,640.86 crores including dividend tax. The total dividend on equity shares including dividend tax for the financial year 2014-15 would aggregate ` 18,065.41 crores (including special dividend and tax thereon), resulting in a payout of 93.81% and ` 8,877.98 crores (excluding special dividend and tax thereon), resulting in a payout of 46.10% of the unconsolidated profits of the Company. # 3. Transfer to reserves The Company proposes to transfer ₹ 1,925.69 crores to the general reserve out of the amount available for appropriation and an amount of ₹ 35,779.06 crores is proposed to be retained in the profit and loss account. # 4. Company's performance On consolidated basis, revenue from operations for the financial year 2014-15 at ₹ 94,648.41 crores was higher by 15.69% over last year (₹ 81,809.36 crores in 2013-14). Earnings before interest, tax, depreciation and amortisation (EBITDA) was ₹ 27,109.62 crores excluding a significant adjustment for one-time employee reward, registering a growth of 7.78% over EBITDA of ₹ 25,152.79 crores in 2013-14. The reported EBITDA aggregated ₹ 24,481.71 crores. Profit after tax (PAT) for the year was ₹ 21,911.85 crores excluding the said one-time adjustment for employee reward recording a growth of 14.34% over the PAT of ₹ 19,163.87 crores in 2013-14. The reported PAT aggregated ₹ 19,852.18 crores. On unconsolidated basis, revenue from operations for the financial year 2014-15 at ₹ 73,578.06 crores, was higher by 13.77% over last year (₹ 64,672.93 crores in 2013-14). Earnings before interest, tax, depreciation and amortisation (EBITDA) was ₹ 23,354.62 crores excluding the one-time employee reward registering a growth of 8.46% over the EBITDA of ₹ 21,533.72 crores in 2013-14. The reported EBITDA aggregated ₹ 21,028.20 crores. Profit after tax (PAT) for the year was ₹ 21,091.43 crores excluding the said one-time adjustment stated above recording a growth of 14.16% over the PAT of ₹ 18,474.92 crores in 2013-14. The reported PAT aggregated ₹ 19,256.96 crores. # 5. Human resource development File: AR_TCS_2014_2015.md Evolution of digital forces has transformed the way we live and work. TCS has built a digital and vivacious workplace which goes beyond constraints of time and distance. This reimagined workplace has enabled employees to interact and collaborate better with each other, thereby facilitating bonding of the global talent pool and building ""One TCS"" culture. 'Knome', one of the interaction platforms, has transcended beyond just interaction platform to become an effective tool driving transparency, policy changes and even experimenting and crowd sourcing. It has transformed the way TCSers interact socially or professionally. The Company continues to grow its global scale and footprint with a diverse talent base of 319,656 employees representing 122 nationalities, deployed across 55 countries. From gender diversity point of view, the Company is one of the largest employers of women with 105,481 women employees and a number of senior positions held by women leaders. Efficient systems, processes and continuous investments in technology helps the Company manage this scale and complexity of a large, distributed and diverse workforce. The Company has hired and integrated 67,123 employees across the globe in FY 2014-15. Through its Academic Interface Program (AIP), the Company continues its efforts to strengthen relationship with key institutes globally. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. 'Career Hub' captures the career aspirations of employees and offers a framework to shape and propel their careers. 'Anytime and Anywhere' learning, reinforced through the digital learning ecosystem, help employees to build their competencies across domains and technologies. Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization. Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. Company's 'Fit4life' initiative creates a culture of fitness in the organization by helping to build a fraternity of health and fitness conscious employees. 'SafetyFirst' initiative was launched to make Safety and Wellbeing a part of the Company's culture and to change employee behaviour and attitude to safety."
+"From self-defence classes to using technology to track vehicles transporting our employees, this initiative promotes several other safety campaigns across the organization to improve safety awareness. Each and every TCSer is urged to reflect on the need to ensure personal safety and security at all times and make sure colleagues are safe too. The Company also launched 'Purpose4life' initiative to consolidate the employee volunteering programs for social cause under one umbrella so that larger programs which empower people to lead a better life could be taken up. # Annual Report 2014-15 Employee inputs from PULSE, TCS' annual global employee satisfaction and engagement survey, are analyzed to gain necessary insight into the needs of the diverse workforce. This helps the Company to design new interventions and take necessary steps to enhance the engagement level. The Company's progressive workforce policies and benefits, various employee engagement and welfare initiatives like Maitree and Employee Assistance Program, have addressed stress management, promoted work life balance and helped the Company maintain a low attrition which was 14.9% during this year. # 6. Quality initiatives Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year. The Company continues to maintain the enterprise-wide highest maturity Level 5 for CMMI-DEV® (Development) version 1.3. The Company was re-assessed enterprise-wide at the highest maturity Level 5 for CMMI-SVC® (Services) version 1.3. The Company successfully achieved the annual enterprise-wide ISO certification for ISO 20000:2011 (Service Management), ISO 9001:2008 (Quality Management), ISO 27001:2013 (Security Management) and ISO 22301:2012 (Business Continuity Management). The Company is enterprise-wide certified for ISO 14001:2004 (Environmental Management) and BS OHSAS 18001:2007 (Occupational Health and Safety Management) which demonstrates TCS' strong commitment to the environment and the occupational health and safety of its employees and business partners. The Company also continues to maintain the industry specific quality certifications viz., AS 9100 (Aerospace Industry), ISO 13485 (Medical Devices) and TL 9000 (Telecom Industry). The cornerstone of these certifications is TCS' integrated quality management system (iQMS) which is the backbone that supports TCS' global network delivery model (GNDMTM). At the annual 'Knowledge Management', India summit, hosted by the Confederation of Indian Industries (CII) in March 2015, the Company was recognized as India's 'Most Admired Knowledge Enterprise' (MAKE) winner (1st place) for a third successive year. The Company has received the prestigious MAKE award for the 10th time in India as well as Asia. The Company also received the Global Independent Operating Unit (IOU) MAKE award for the 5th time in a row. In December 2014, the Company received the 'Excellence Award' in information security in the large IT Service category by the Data Security Council of India (DSCI). # 7. Subsidiary companies The Company has 60 subsidiaries as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). There has been no material change in the nature of the business of the subsidiaries. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. TCS Foundation was incorporated as wholly-owned subsidiary of the Company on March 13, 2015 under Section 8 of the Act with the sole objective of undertaking Corporate Social Responsibility (CSR) activities of the Company and its subsidiaries. During the year, the process of closure of following wholly-owned subsidiaries, which were not in operation, was completed: - a. Tata Consultancy Services Morocco SARL AU (w.e.f. May 30, 2014) - b. Computational Research Laboratories Inc. (w.e.f. February 18, 2015) - c. TCS Management Pty Ltd. (w.e.f. March 23, 2015). # 30 Directors' Report # Directors' Report During the year, operations of following subsidiaries were reviewed and a restructuring process was carried out: # a. CMC Limited At the respective meetings held on October 16, 2014, the Boards of the Company and its subsidiary CMC Limited (CMC) have approved a scheme of amalgamation between the Company and CMC (""Scheme"") proposing amalgamation of CMC with the Company under Sections 391 to 394 of the Companies Act, 1956. The appointed date for the proposed scheme is April 1, 2015."
+"Pursuant to an Order of the High Court of Judicature at Bombay, a meeting of the equity shareholders of the Company has been scheduled on April 28, 2015, for the purpose of seeking approval of the shareholders for the Scheme. The shareholders of CMC have, at their meeting held on March 5, 2015, duly approved the Scheme. The Company holds 51.12% stake in CMC. CMC is engaged in procurement, installation, commissioning and maintenance of computer and networking systems, providing education and training, designing, developing and implementing software technologies and applications as well as providing professional services in India and overseas. The amalgamation will enable the Company to consolidate CMC's operations in a single company with rationalized structure, enhanced reach and greater financial strength. As per the terms of the Scheme, shareholders of CMC will receive 79 equity shares of ₹ 1 each of the Company for 100 equity shares of ₹ 10 each of CMC. The swap ratio has been arrived at based on the valuation report prepared by B.S.R. & Associates LLP. The Scheme is subject to court, regulatory, shareholders and other necessary approvals. If approved, the paid-up share capital of the Company, will increase from ₹ 195.87 crores to ₹ 197.04 crores. # b. WTI Advanced Technology Limited Pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Bombay vide its order dated March 27, 2015, WTI Advanced Technology Limited (WTI) was amalgamated with the Company with effect from appointed date, April 1, 2014. Consequently, the entire business, assets, liabilities, duties and obligations of WTI have been transferred to and vested in the Company with effect from April 1, 2014. WTI was engaged in information technology and information technology engineering services mainly comprising geographic information systems, computer aided design, engineering services and business associate services which are complementary to the business of the Company. # c. Tata Consultancy Services Japan, Limited Nippon TCS Solution Center Limited, IT Frontier Corporation (ITF) and Tata Consultancy Services Japan Limited merged on July 1, 2014 to form a consolidated entity - Tata Consultancy Services Japan, Limited, wherein Tata Consultancy Services Asia Pacific Pte. Limited (a wholly-owned subsidiary of the Company) holds 51% stake and Mitsubishi Corporation holds the balance 49% stake. ITF, a subsidiary of Mitsubishi, brings its long standing relationships with Japanese corporations, talented workforce and competencies in industries like retail, distribution and trading. This strategic alliance with Mitsubishi has enabled the Company to leverage the mutual strengths in Japanese market to have scale, strong local presence and capability to offer full range of TCS' global services to Japanese customers and accelerate growth in Japan market. # d. Tata Consultancy Services (Africa) (Pty) Limited On September 16, 2014, the Company acquired additional 40% ownership interest in Tata Consultancy Services (Africa) (Pty) Limited (TCS Africa) from Tata Africa Holdings (SA) Pty Limited and thereby making TCS Africa a wholly owned subsidiary of the Company. TCS Africa is the holding company of Tata Consultancy Services (South Africa) (Pty) Limited, which is engaged in IT services and consulting business catering to the customers in South Africa region. # Annual Report 2014-15 # 8. Directors' responsibility statement Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively."
+"Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. # 9. Directors and key managerial personnel Mr. S. Ramadorai, Vice Chairman, stepped down from the Board of the Company on October 6, 2014 on attaining the age of 70 years as per the Company's policy. He was associated with the Company for over four decades in various capacity. Under his leadership as Chief Executive Officer and Managing Director, TCS was transformed into a global software company. The Board places on record its appreciation of the invaluable contribution and guidance provided by him. Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Aman Mehta, Mr. V. Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Dr. Vijay Kelkar and Mr. O. P. Bhatt were appointed as independent directors at the annual general meeting of the Company held on June 27, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Mr. Cyrus Mistry retires by rotation and being eligible has offered himself for re-appointment. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. Mr. N. Chandrasekaran was appointed the Chief Executive Officer and Managing Director of the Company for a period of five years with effect from October 6, 2009. The Board of Directors at its Meeting held on September 3, 2014, has re-appointed him as the Chief Executive Officer and Managing Director of the Company for a further period of five years from October 6, 2014, subject to the approval of the members. As part of leadership development, Ms. Aarthi Subramanian was appointed as Additional Director with effect from March 12, 2015. The Board has also appointed her as Executive Director with effect from the same date for a period of three years. She is the Global Head of Delivery Excellence Group responsible for governance of service delivery, compliance and risk management. Ms. Aarthi Subramanian holds a B. Tech in Computer Science and a Masters in Engineering Management from University of Kansas (USA) and has over 25 years of experience across multiple industry solutions in different markets. # 32 Directors' Report The resolutions seeking approval of the Members for the appointment of Mr. N. Chandrasekaran and Ms. Aarthi Subramanian have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Aarthi Subramanian. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director, Mr. Rajesh Gopinathan, Chief Financial Officer and Mr. Suprakash Mukhopadhyay, Company Secretary as key managerial personnel of the Company were formalised. # 10. Number of meetings of the board Seven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. # 11. Board evaluation The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (""SEBI"") under Clause 49 of the Listing Agreements (""Clause 49""). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc."
+"The Board and the Nomination and Remuneration Committee (""NRC"") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. # 12. Policy on directors' appointment and remuneration and other details The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report. # 13. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report. # 14. Audit committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. # 15. Auditors Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Deloitte Haskins & Sells LLP, ('DHS LLP'), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the nineteenth annual general meeting (AGM) of the Company held on June 27, 2014 till the conclusion of the twenty second AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Directors' Report 33 # Annual Report 2014-15 # 16. Auditors' report and secretarial auditors' report The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. # 17. Risk management The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. # 18. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. # 19. Transactions with related parties None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report. # 20. Corporate social responsibility The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company. # 21. Extract of annual return As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report. # 22. Particulars of employees The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: |a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:|Non-executive directors|Ratio to median remuneration| |---|---|---| |Mr. Cyrus Mistry|-| | |Mr. S. Ramadorai (up to October 5, 2014)*|-| | |Mr. Aman Mehta|48.92| | |Mr. V. Thyagarajan|36.20| | |Prof. Clayton Christensen|30.33| | |Dr. Ron Sommer|37.18| | |Dr. Vijay Kelkar|27.40| | |Mr. Ishaat Hussain|34.25| | |Mr. O. P. Bhatt|26.42| | |Mr. Phiroz Vandrevala|9.78| | |Executive directors| | | |Mr."
+"N. Chandrasekaran|416.51| | |Ms. Aarthi Subramanian (w.e.f. March 12, 2015)*|-| | *Since this information is for part of the year, the same is not comparable. # 34 Directors' Report # b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: |Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary|% increase in remuneration in the financial year| |---|---| |Mr. Cyrus Mistry|-| |Mr. S. Ramadorai (Up to October 5, 2014)*|-| |Mr. Aman Mehta|47.1| |Mr. V. Thyagarajan|48.0| |Prof. Clayton Christensen|63.2| |Dr. Ron Sommer|52.0| |Dr. Vijay Kelkar|40.0| |Mr. Ishaat Hussain|40.0| |Mr. O. P. Bhatt|28.6| |Mr. Phiroz Vandrevala|25.0| |Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director|13.9| |Ms. Aarthi Subramanian, Executive Director (w.e.f. March 12, 2015)*|-| |Mr. Rajesh Gopinathan, Chief Financial Officer|57.2| |Mr. Suprakash Mukhopadhyay, Company Secretary|20.5| * Since this information is for part of the year, the same is not comparable. # c. The percentage increase in the median remuneration of employees in the financial year: 4.6% # d. The number of permanent employees on the rolls of Company: 319,656 # e. The explanation on the relationship between average increase in remuneration and Company performance: On an average, employees received an annual increase of 10% in India. The individual increments varied from 6% to 14%, based on individual performance. Employees outside India received wage increase varying from 2% to 6%. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance. # f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: |Aggregate remuneration of key managerial personnel (KMP) in FY15 (` crores)|24.81| |---|---| |Revenue (` crores)|73,578.06| |Remuneration of KMPs (as % of revenue)|0.03| |Profit before Tax (PBT) (` crores)|24,549.97| |Remuneration of KMP (as % of PBT)|0.10| # g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year: |Particulars|March 31, 2015|March 31, 2014|% Change| |---|---|---|---| |Market Capitalisation ( ` crores)|498,897.81|416,866.28|19.68| |Price Earnings Ratio|25.13|21.79|15.33| Directors' Report # Annual Report 2014-15 # h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: |Particulars|March 31, 2015|August 19, 2004|August 19, 2004|% Change*| |---|---|---|---|---| |Market Price (BSE)|2,547.05|850.00|212.50|1,098.61| |Market Price (NSE)|2,553.95|850.00|212.50|1,101.86| *Adjusted for 1:1 bonus issue in 2006 and 2009 # i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 10%. However, during the course of the year, the total increase is approximately 14%, after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration for the year was 13.9%. # j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: | |Mr. N. Chandrasekaran, Chief Executive Officer|Ms. Aarthi Subramanian, Executive Director (w.e.f. March 12, 2015)|Mr. Rajesh Gopinathan, Chief Financial Officer|Mr. Suprakash Mukhopadhyay, Company Secretary| |---|---|---|---|---| |Remuneration in FY15 (` crores)|21.28|0.07|2.15|1.31| |Revenue (` crores)|73,578.06|73,578.06|73,578.06|73,578.06| |Remuneration as % of revenue|0.03|-|0.003|0.002| |Profit before Tax (PBT) (` crores)|24,549.97|24,549.97|24,549.97|24,549.97| |Remuneration (as % of PBT)|0.09|-|0.01|0.01| # k. The key parameters for any variable component of remuneration availed by the directors: The members have, at the AGM of the Company on June 27, 2014 approved payment of commission to the non-executive directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the board of directors and distributed amongst the non-executive directors based on their attendance and contribution at the board and certain committee meetings, as well as the time spent on operational matters other than at meetings. File: AR_TCS_2014_2015.md # l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None. # m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. # n."
+"The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. # Directors' Report # 23. Disclosure requirements As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report. Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.tcs.com/investors). Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.tcs.com/investors). Policy on dealing with related party transactions is available on the website of the Company (URL: www.tcs.com/investors). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.tcs.com/investors). # 24. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 25. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy: TCS continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc), (c) operational energy efficiency, (d) procurement of renewable energy through onsite solar power generating units. TCS continues to add LEED certified green buildings to its real estate portfolio. Green data center continues to be a focus area with data center power management initiative extended to 23 key data centers. FY15 saw operational efficiency emerging as a main pillar for achieving the target. TCS leveraged its IT capabilities with the remote energy monitoring centre (REMC) initiative, involving real time monitoring and controls aided by smart meters and MIS, to optimise the operational energy efficiency across its offices. The initiative covered 90 TCS offices which account for over 98% of our total power consumption. The estimated savings achieved in the FY15 was approximately 10 million units. TCS was recognised for its commitment to climate change management and improvement in carbon performance with inclusion in the Global 500 Carbon Performance Leadership Index (CPLI) 2014 published by CDP. This is the second year in a row that TCS has been included in this prestigious index. TCS has enterprise wide certification under IS0 14001:2004 (Environmental Management System) for its 100 offices globally. Data on reduction in energy consumption and consequent reduction in carbon footprint have been provided in the Business Responsibility Report. # Technology absorption, adaption and innovation: The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology. # Research and Development (R&D): Specific areas in which R&D was carried out by the Company As the digital customer is disrupting business models in several industries today, TCS research and innovation teams are working with business units on meeting this challenge. Two key business units, banking & financial services and insurance & healthcare will have their own innovation units on the established 4E model. This will help the Company to scale up innovation in these specific domains in a structured way, supplementing innovation at the corporate level. The Company hopes to deploy innovation management in other industry units in a phased manner. 'Intelligent Cities' initiative has grown this year to meet the needs of several global governments looking for # Annual Report 2014-15 intelligent infrastructures."
+"TCS iCity Lab, in collaboration with Singapore Management University has achieved its major research objectives across the intelligent city domain, including citizen frameworks for ageing and chronic disease management, as well as personalised community healthcare services. To enable better user experience TCS' 'Accessibility CoE' released a set of tools based on universal design. TCS innovation has invested in an application programming interfaces (APIs) initiative as APIs are seen as the building blocks of a digital enterprise. Several TCS explore projects in research areas of software, applications and systems progressed creating more IPR for the Company. In the software area, researchers are mining operational process models to facilitate training and transformation and also modelling human behaviour in the workplace. Research in the applications area deepened explorations in several areas including 'Enterprise Contextual Intelligence', 'Digital Health' and 'Digital Manufacturing'. The systems research team worked on 'Analytics as a Service', 'Human Sensing', 'Performance Prediction and Optimization' among other things. Many mature projects have moved from research to business. One example of close coupling of TCS research and business is: TCS Research's 'Energy Carbon View Tool' and engineering and industrial services unit's 'Data Acquisition and Management System' have together been implemented in more than 75 buildings to monitor and save energy. TCS researchers published 300+ quality papers in various journals and conferences. 509 patents were filed this year taking the tally of filed patents to 2,277. Total number of granted patents is 206. TCS 'Co-Innovation Network' has expanded its footprint to include Canada, Finland, Israel and the London Financial Technologies (FinTech) hubs. Many co-innovation events including a start-up boot camp for FinTech companies was held this year. TCS research scholar programme is supporting 200 PhD scholars and the programme has been extended for the next five years. TCS research has been socialized well in FY15. Our flagship event in North America, The 'TCS Innovation Forum 2014', was well received with 185 clients and partners attending, 'TCS Evangelize' held 39 innovation days and workshops for customers. TCS continues to be in Forbes list of Top 100 innovation companies. It scored 96 percentile in innovation management on the Dow Jones Sustainability Index. A 'TCS Research Solution' won the best demo award for mobile based blood pressure monitor at SenSys 2014, Memphis, USA. TCS was placed in CII's Industrial Innovation Awards List for 2014. Looking forward, TCS R&D will deepen exploration in current areas of research that have yielded benefits to customers and explore new areas in software, applications and systems. # Expenditure on R&D TCS innovation labs are located in India and other parts of the world. These R&D centers, as certified by Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. Expenditure incurred in the R&D centers and innovation centers during the financial year 2014-15 and 2013-14 are given below: | |Expenditure on R&D and innovation|Unconsolidated| |Consolidated| | |---|---|---|---|---|---| | | |2014-15|2013-14|2014-15|2013-14| |a. Capital| |1.06|1.17|1.76|1.84| |b. Recurring| |191.56|175.14|223.31|197.07| |c. Total R&D expenditure (a+b)| |192.62|176.31|225.07|198.91| |d. Innovation center expenditure#| |620.62|636.41|684.18|714.85| |e. Total R&D and innovation expenditure (c+d)| |813.24|812.72|909.25|913.76| |f. R&D and innovation expenditure as a percentage of total turnover| |1.11%|1.26%|0.96%|1.12%| # Includes activities for customers at project locations # Foreign exchange earnings and outgo Export revenue constituted 93.37% of the total unconsolidated revenue in financial year 2014-15 (93.16% in financial year 2013-14). |Foreign exchange earnings and outgo|2014-15|2013-2014| |---|---|---| |a. Foreign exchange earnings|71,818.32|62,260.84| |b. CIF Value of imports|570.61|622.56| |c. Expenditure in foreign currency|24,745.56|20,275.40| # Acknowledgement The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the TCS family. On behalf of the board of directors, Mumbai Cyrus Mistry April 16, 2015 Chairman Directors' Report 39 # Annual Report 2014-15 # Annexure I # Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) # Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto: 1."
+"Details of contracts or arrangements or transactions not at arm's length basis: Tata Consultancy Services Limited (TCS) has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during financial year 2014-15. 2. Details of material contracts or arrangement or transactions at arm's length basis: 1. Name(s) of the related party and nature of relationship: Tata America International Corporation (TAIC), wholly owned subsidiary of TCS. 2. Nature of contracts / arrangements / transactions: IT/ITES Services 3. Duration of the contracts / arrangements / transactions: Contract dated March 21, 1995 as amended on January 1, 2015 which is ongoing. 4. Salient terms of the contracts or arrangements or transactions including the value, if any: TCS shall 1. provide IT/ITES services to the existing and new clients of TAIC, 2. diligently perform the contract in timely manner and provide services in accordance with the work order issued by TAIC, 3. submit invoices on monthly basis for the services provided for each project as per the terms of contract and TAIC shall promptly pay the same, 4. be responsible for all the expenses incurred in connection with providing its services and 5. comply with the local, state and federal laws and regulations applicable while providing services. 5. Date(s) of approval by the Board, if any: Not applicable, since the contract was entered into in the ordinary course of business and on arm's length basis. 6. Amount paid as advances, if any: Nil On behalf of the board of directors, Mumbai April 16, 2015 Cyrus Mistry Chairman # Directors' Report # Annexure II # ANNUAL REPORT ON CSR ACTIVITIES # 1. A brief outline of the company's CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes: TCS' CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental sustainability including biodiversity, energy & water conservation. Also embedded in this objective is support to the disadvantaged/marginalized cross section of the society by providing opportunities to improve their quality of life. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. In India, the CSR projects carried out in FY 2014-15 such as training of J&K youth to promote employability, providing functional literacy to adults, technology support to cancer research institutes and hospitals, training of women to encourage entrepreneurship, education of underprivileged children, construction of sanitation facilities in rural schools, support to disaster relief efforts, etc. have benefitted the target communities across the country. Details of the CSR policy and projects or programmes undertaken by the Company are available on the website of the Company. In other countries of operation, the Company's CSR projects are designed and implemented to address the needs of the local community. Projects such as goIT, IT Futures and work experience programme have been created to specifically address the STEM education skill gap. The Company's global CSR expenditure and details of global programmes are elaborated in the Business Responsibility Report. # 2. The composition of the CSR committee: The Company has a CSR committee of directors comprising of Mr. Cyrus Mistry, Chairman of the Committee, Mr. O. P. Bhatt and Mr. N. Chandrasekaran. # 3. Average net profit of the company for last three financial years for the purpose of computation of CSR: ₹ 14,250 crores. # 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ₹ 285 crores # 5. Details of CSR spent during the financial year: a. Total amount to be spent for the financial year: ₹ 285 crores b. Amount unspent: ₹ 66 crores Some of the large programmes such as providing hygienic sanitation facilities for girl students in schools across the country are multi-year projects. c. Manner in which the amount spent during the financial year: Attached # 6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Please refer to item no. 5(b) above. # 7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company."
+"We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company. N. Chandrasekaran Chief Executive Officer and Managing Director Cyrus Mistry Chairman, Corporate Social Responsibility Committee Mumbai April 16, 2015 Directors' Report 41 # 5(c) Manner in which amount spent during the financial year is detailed below: |Sr. No.|CSR Project or Activity|Sector in which the project is covered|Projects or programs identified|Amount Outlay (budget)|Amount spent on the projects or programs|Cumulative Amount Spent :|Expenditure Direct or through implementing agency| |---|---|---|---|---|---|---|---| |1.|Training and educating children, women, and elderly, differently-abled, including special education and enhancing vocational skills|Promoting education|Pan India|43,90,00,000|32,43,36,801|32,43,36,801|Direct: ` 30,54,17,425 Through implementing agency: ` 1,89,19,376| |2.|Disaster relief, tech support for hospitals including cancer institutes, financing hygienic sanitation|Eradicating hunger, poverty and malnutrition|Pan India|1,00,00,00,000|1,88,45,3684|18,84,53,684|Direct| |3.|Childline software support to track missing children|Promoting gender equality, empowering women|Pan India|26,00,000|25,79,011|25,79,011|Direct| |4.|Tree plantation drive|Ensuring environmental sustainability, ecological balance|Velas and Mumbai (Maharashtra) & Chennai (Tamil Nadu)|5,00,000|4,74,300|4,74,300|Direct| |5.|Contribution to the Prime Minister's National Relief Fund|Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government|Pan India|1,59,00,000|1,48,67,748|1,48,67,748|Direct| |6.|Contribution to TCS Foundation and other Trusts|Various sectors covered by Schedule VII of the Companies Act, 2013|Pan India|1,50,00,00,000|1,53,93,58,920|1,53,93,58,920|Direct through TCS Foundation| |7.|Support for the restoration and renovation of the national heritage, art and culture|Protection of national heritage, art and culture|Mumbai (Maharashtra)|4,20,00,000|1,68,00,000|3,36,00,000|Through Implementation Agency| |Sub-total|Sub-total|Sub-total|Sub-total|3,00,00,00,000|2,08,68,70,464|2,10,36,70,464| | |Overhead|Overhead|Overhead|Overhead|9,73,09,442|9,81,49,442| | | |Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|2,18,41,79,906|2,20,18,19,906| | | # Directors' Report # Annexure III # Form No. MGT-9 # EXTRACT OF ANNUAL RETURN # as on the financial year ended on March 31, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] # I. REGISTRATION AND OTHER DETAILS: - i. CIN: L22210MH1995PLC084781 - ii. Registration Date: January 19, 1995 - iii. Name of the Company: Tata Consultancy Services Limited - iv. Category / Sub-Category of the Company: Company Limited by shares / Indian Non-Government Company - v. Address of the Registered office and contact details: - 9th Floor, Nirmal Building, - Nariman Point, - Mumbai 400 021. - Tel: 91 22 6778 9595, - Fax: 91 22 6778 9660 - Email: investor.relations@tcs.com - Website: www.tcs.com - vi. Whether listed company: Yes - vii. Name, Address and Contact details of Registrar and Transfer Agent, if any: - TSR DARASHAW Limited - 6-10, Haji Moosa Patrawala Industrial Estate - 20, Dr. E. Moses Road, - Mahalaxmi - Mumbai 400 011 - Tel: 91 22 6656 8484, - Fax: 91 22 6656 8494 - Email: csg-unit@tsrdarashaw.com - Website: www.tsrdarashaw.com # II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated: |Sl. No.|Name and Description of main products / services|NIC Code of the Product / service|% to total turnover of the company| |---|---|---|---| |1.|Computer Programming, Consultancy and Related Activities|620|100| Directors' Report 43 # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - Annual Report 2014-15 |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |1.|Tata Sons Limited Bombay House, 24, Homi Modi Street, Mumbai 400 001|U99999MH1917PLC000478|Holding|73.69|2(46)| |2.|CMC Limited PTI Building, 5th floor, 4 Sansad Marg, New Delhi- 110001, India|L72200AP1975PLC001970|Subsidiary|51.12|2(87)| |3.|APONLINE Limited Kohinoor, e-Park Plot No.1, Jubilee Gardens, Hyderabad -500081, Andhra Pradesh, India|U75142AP2002PLC039671|- do -|89|2(87)| |4.|C-Edge Technologies Limited Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai 400 093, Maharashtra, India|U72900MH2006PLC159038|- do -|51|2(87)| |5.|MP Online Limited Nirupam, Shopping Mall, 2nd Floor, Ahmedpur, Hoshangabad Road, Bhopal - 462026, Madhya Pradesh, India|U72400MP2006PLC018777|- do -|89|2(87)| |6.|TCS e-Serve International Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U72300MH2007PLC240002|- do -|100|2(87)| |7.|MahaOnline Limited Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai - 400032, Maharashtra India|U72900MH2010PLC206026|- do -|74|2(87)| |8.|TCS Foundation Nirmal, 9th floor, Nariman Point, Mumbai 400 021 Maharashtra, India|U74999MH2015NPL262710|- do -|100|2(87)| |9.|Tata Consultancy Services (Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|Not applicable|- do -|100|2(87)| |10.|Tata Consultancy Services (South Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|- do -|- do -|75|2(87)| |11.|Tata Consultancy Services Qatar S. S. C. 935 Al Fardan Office Tower, Al Fardan 61, P.O. Box No. 31316, Doha, State of Qatar|- do -|- do -|100|2(87)| |12.|Tata Consultancy Services Asia Pacific Pte Ltd."
+"60, Anson Road, # 18-01, Mapletree Anson Singapore 079914|- do -|- do -|100|2(87)| |13.|Tata Consultancy Services Malaysia Sdn Bhd Level 8, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia|- do -|- do -|100|2(87)| |14.|Tata Consultancy Services (China) Co., Ltd. 1st floor, Tower D 3rd Block Zhongguancun Software Park Building No. 9, No. 8 Dongbeiwang West Road, Haidian District, Beijing, Peoples Republic of China|- do -|- do -|90|2(87)| |15.|PT Tata Consultancy Services Indonesia Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950|- do -|- do -|100|2(87)| # Directors' Report # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (Contd.) |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |16.|Tata Consultancy Services (Thailand) Limited 32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, Wattana District, Bangkok|- do -|- do -|100|2(87)| |17.|Tata Consultancy Services (Philippines) Inc. 10th Floor Accralaw Tower, 30th St., cor 2nd Ave. E-Square IT Zone, Crescent Park West, Bonifacio Global City, Taguig City Philippines 1634|- do -|- do -|100|2(87)| |18.|Tata Consultancy Services Japan, Ltd. 4th Floor, 38 Masonic Mt Building, 4-1-4 Shibakoen, Minato Ku, Tokyo 105-8551, Japan|- do -|- do -|51|2(87)| |19.|Tata Consultancy Services Canada Inc. 5750, Explorer Drive, Suite 200, Mississauga, Ontario, L4W 0A9, Canada|- do -|- do -|100|2(87)| |20.|Tata Consultancy Services De Espana S.A. Edificio Cuzco III Paseo de la Castellana 135, 2ª planta. 28046 Madrid, Spain|- do -|- do -|100|2(87)| |21.|Tata Consultancy Services Deutschland GmbH Messeturm, D-60308 Frankfurt a.M., Germany|- do -|- do -|100|2(87)| |22.|Tata Consultancy Services Netherlands BV Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam The Netherlands|- do -|- do -|100|2(87)| |23.|Tata Consultancy Services Sverige AB Mäster Samuelsgatan, 42 SE 111 57, Sweden|- do -|- do -|100|2(87)| |24.|Tata Consultancy Services Belgium SA Boulevard Brand, Whitlock 87, Box-3, 1200 Woluwe- St. Lambert, Brussels, Belgium|- do -|- do -|100|2(87)| |25.|TCS Italia SRL Via Dei Piatti, 4, C/o. Business Centre Thurma, 20123 Milano, Italy|- do -|- do -|100|2(87)| |26.|Diligenta Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|- do -|100|2(87)| |27.|Tata Consultancy Services Portugal Unipessoal Limitada Av. José Gomes Ferreira, 15.7 U, 1495-139 Algés Portugal|- do -|- do -|100|2(87)| |28.|Tata Consultancy Services Luxembourg S.A Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg|- do -|- do -|100|2(87)| |29.|Tata Consultancy Services Switzerland Ltd Thurgauerstrasse 36/38, 8050 Zurich, Switzerland|- do -|- do -|100|2(87)| |30.|Tata Consultancy Services France S.A.S. Tour Franklin - La Defense, 8 100-101 Quartier Boieldieu, 92042 Paris La Defense Cedex, Paris 92053, France|- do -|- do -|100|2(87)| |31.|Diligenta 2 Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|- do -|100|2(87)| Directors' Report 45 # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (Contd.) |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |32.|Tata Consultancy Services Osterreich GmbH Schottengasse 1, 1010 Wien, Austria|- do -|- do -|100|2(87)| |33.|Tata Consultancy Services Danmark ApS C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark|- do -|- do -|100|2(87)| |34.|Alti S.A. 88 de Villers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |35.|PLANAXIS TECHNOLOGIES INC 505, Boulevard de la Maisonneuve, Ouest H3A 3C2 Montréal (Quebec), Canada|- do -|- do -|100|2(87)| |36.|ALTI HR S.A.S. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |37.|ALTI INFRASTRUCTURES SYSTEMES & RESEAUX S.A.S. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |38.|ALTI NV Lenneke Marelaan 6 - 1932 Zaventem, (Belgium)|- do -|- do -|100|2(87)| |39.|TESCOM (France) Software Systems Testing S.A.R.L. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |40.|ALTI Switzerland S.A. Avenue Louis-Casaî - Genève, (Suisse)|- do -|- do -|100|2(87)| |41.|TEAMLINK Struikheidestraat 2, 8020 Hertsberge - Belgique (Belgium)|- do -|- do -|100|2(87)| |42.|TCS FNS Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |43.|TCS Financial Solutions Australia Holdings Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |44.|TCS Financial Solutions Australia Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |45.|PT Financial Network Services Menara Prima # 16 - F, Jl. DR. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan, Jakarta Selatan, 12950 - Indonesia|- do -|- do -|100|2(87)| |46.|TCS Financial Solutions Beijing Co., Ltd."
+"(04) Floor 3, 10 Futong East Street, Chaoyang District, Beijing, Postcode 100102, Peoples Republic of China|- do -|- do -|100|2(87)| |47.|TCS Iberoamerica SA Colonia 1329; piso 3, Montevideo, Uruguay.|- do -|- do -|100|2(87)| |48.|TCS Solution Center S.A. Ruta 8 km 17500, Zonamerica, Ed 60, Ecuador|- do -|- do -|100|2(87)| |49.|Tata Consultancy Services Argentina S.A. Uspallata 3046; Ciudad Autónoma de Buenos Aires, Argentina (CP: C1437JCJ)|- do -|- do -|99.99|2(87)| Directors' Report # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (Contd.) |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |50|Tata Consultancy Services De Mexico S.A., De C.V. Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, México, D.F., México (Postal Code: 03100)|- do -|- do -|100|2(87)| |51|TCS Inversiones Chile Limitada Curico 18, Santiago, Chile|- do -|- do -|99.99|2(87)| |52|Tata Consultancy Services Do Brasil Ltda Av. Aruanã, 70. Tamboré - Barueri; São Paulo, Brazil (Postal Code: 06460-010)|- do -|- do -|100|2(87)| |53|Tata Consultancy Services Chile S.A. Curicó 18, piso 3, Oficina 502, Santiago, Chile|- do -|- do -|100|2(87)| |54|TATASOLUTION CENTER S.A Francisco Salazar E10-61 and Camilo Destruge Building INLUXOR 7th Floor; Quito, Ecuador|- do -|- do -|100|2(87)| |55|TCS Uruguay S.A. Colonia 1329; Piso 3, Montevideo, Uruguay (Postal Code: 11100)|- do -|- do -|100|2(87)| |56|MGDC S.C. Avenue Tizoc No.97, Colonia Ciudad del Sol; Zapopan Jalisco, México, (Postal Code: 45050)|- do -|- do -|100|2(87)| |57|Tata America International Corporation 101, Park Avenue, 26th Floor, New York 10178, U.S.A.|- do -|- do -|100|2(87)| |58|CMC Americas Inc 4354 South Sherwood Forest Building, Suit No 175, Baton Rouge, Louisiana 70816, U.S.A.|- do -|- do -|100|2(87)| |59|TCS e-Serve America, Inc Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle County, Delaware - 19801 U.S.A.|- do -|- do -|100|2(87)| File: AR_TCS_2014_2015.md |60|MS CJV Investments Corporation C/o CSC Services of Nevada, Inc., (Commercial Registered Agent), 502 East John Street, Carson City, NV 89706, U.S.A.|- do -|- do -|100|2(87)| |61|CMC eBiz Inc Suit No. 400, Stonebridge Plaza II, 9600 North MoPac Expressway, AUSTIN, Texas-78759, U.S.A.|- do -|- do -|100|2(87)| Directors' Report 47 # Annual Report 2014-15 # IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) # i. Category-wise Share Holding |Category of Shareholders|No.of Shares held at the beginning of the year i.e 01.04.2014|No.of Shares held at the end of the year i.e 31.03.2015|% of Total Shares|Change during the year| |---|---|---|---|---| |A. Promoters| | | | | |a. Individuals / Hindu Undivided Family|0|0|0|0| |b. Central Government / State Governments(s)|0|0|0|0| |c. Bodies Corporate|1,445,813,486|1,445,813,486|73.814|0.000| |d. Financial Institutions / Banks|0|0|0|0| |e. Others - Trust|1,607,624|1,607,624|0.082|0.000| |Sub-Total (A) (1)|1,447,421,110|1,447,421,110|73.896|0.000| |2. Foreign| | | | | |a. Individuals (Non-Resident Individuals / Foreign Individuals)|0|0|0|0| |b. Bodies Corporate|0|0|0|0| |c. Institutions|0|0|0|0| |d. Qualified Foreign Investor|0|0|0|0| |e. Others - Trust|0|0|0|0| |Sub-Total (A) (2)|0|0|0|0| |Total Shareholding of Promoter and Promoter Group (A)|1,447,421,110|1,447,421,110|73.896|0.000| |B. Public Shareholding| | | | | |1. Institutions| | | | | |a. Mutual Funds / UTI|24,601,696|17,187,315|1.256|-0.379| |b. Financial Institutions / Banks|411,889|481,037|0.021|0.004| |c. Central Government / State Governments(s)|378,954|495,610|0.019|0.006| |d. Venture Capital Funds|0|0|0|0| |e. Insurance Companies|79,667,652|73,858,592|4.067|-0.297| # Directors' Report |Category of Shareholders|No. of Shares held at the beginning of the year i.e 01.04.2014|No. of Shares held at the end of the year i.e 31.03.2015|% of Total Shares|Change during the year| |---|---|---|---|---| |Foreign Institutional Investors|Demat: 315,454,993 Physical: 0 Total: 315,454,993|Demat: 292,590,035 Physical: 0 Total: 292,590,035|16.105|-1.167| |Foreign Venture Capital Investors|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Qualified Foreign Investor|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Foreign Portfolio Investors (Corporate)|Demat: 0 Physical: 0 Total: 0|Demat: 39,280,903 Physical: 0 Total: 39,280,903|2.005|2.005| |Any Other (specify)|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Sub-Total (B) (1)|Sub-Total (B) (1)|Sub-Total (B) (1)|Sub-Total (B) (1)|Sub-Total (B) (1)| | |Demat: 420,515,184 Physical: 4,476 Total: 420,519,660|Demat: 423,893,492 Physical: 4,476 Total: 423,897,968|21.469|0.172| |Non-Institutions| | | | | |Bodies Corporate|Demat: 8,524,831 Physical: 208,182 Total: 8,733,013|Demat: 6,631,652 Physical: 217,004 Total: 6,848,656|0.446|-0.096| |Individuals -| | | | | |i. Individual shareholders holding nominal share capital upto ` 1 lakh|Demat: 63,985,173 Physical: 1,080,740 Total: 65,065,913|Demat: 63,515,258 Physical: 1,004,954 Total: 64,520,212|3.322|-0.028| |ii. Individual shareholders holding nominal share capital in excess of ` 1 lakh|Demat: 13,974,714 Physical: 0 Total: 13,974,714|Demat: 14,053,858 Physical: 0 Total: 14,053,858|0.713|0.004| |Qualified Foreign Investor|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Any Other|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |i. Trusts|Demat: 971,612 Physical: 0 Total: 971,612|Demat: 1,168,608 Physical: 0 Total: 1,168,608|0.050|0.010| |ii. Foreign Companies|Demat: 28 Physical: 0 Total: 28|Demat: 28 Physical: 0 Total: 28|0.000|0.000| |iii."
+"Clearing Members / Clearing House|Demat: 2,041,929 Physical: 0 Total: 2,041,929|Demat: 817,539 Physical: 0 Total: 817,539|0.104|-0.063| |Sub-total (B) (2)|Sub-total (B) (2)|Sub-total (B) (2)|Sub-total (B) (2)|Sub-total (B) (2)| | |Demat: 89,498,287 Physical: 1,288,922 Total: 90,787,209|Demat: 86,186,943 Physical: 1,221,958 Total: 87,408,901|4.635|-0.172| |Total Public Shareholding (B) = (B)(1)+(B)(2)|Demat: 510,013,471 Physical: 1,293,398 Total: 511,306,869|Demat: 510,080,435 Physical: 1,226,434 Total: 511,306,869|26.104|0.000| |TOTAL (A)+(B)|Demat: 1,957,434,581 Physical: 1,293,398 Total: 1,958,727,979|Demat: 1,957,501,545 Physical: 1,226,434 Total: 1,958,727,979|100.000|0.000| |Shares held by Custodians and against which Depository Receipts have been issued|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |GRAND TOTAL (A)+(B)+(C)|Demat: 1,957,434,581 Physical: 1,293,398 Total: 1,958,727,979|Demat: 1,957,501,545 Physical: 1,226,434 Total: 1,958,727,979|100.000| | # Annual Report 2014-15 # ii. Shareholding of Promoters |Sr. No.|Shareholder's Name|Shareholding at the beginning of the year 01.04.2014|Shareholding at the end of the year 31.03.2015|% change in shareholding during the year| |---|---|---|---|---| |1.|Tata Sons Limited|No. of Shares: 1,443,451,698 % of total Shares of the company: 73.69 % of Shares Pledged/en-cumbered to total shares: 1.33|No. of Shares: 1,443,451,698 % of total Shares of the company: 73.69 % of Shares Pledged/en-cumbered to total shares: 1.46|0.00| |2.|Jamsetji Tata Trust|No. of Shares: 1,160,280 % of total Shares of the company: 0.06 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 1,160,280 % of total Shares of the company: 0.06 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |3.|Tata Industries Limited|No. of Shares: 1,029,700 % of total Shares of the company: 0.05 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 1,029,700 % of total Shares of the company: 0.05 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |4.|AF-Taab Investment Company Limited|No. of Shares: 633,352 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 633,352 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |5.|Tata Investment Corporation Limited|No. of Shares: 590,452 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 590,452 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |6.|Navajbai Ratan Tata Trust|No. of Shares: 447,344 % of total Shares of the company: 0.02 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 447,344 % of total Shares of the company: 0.02 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |7.|Tata International Limited|No. of Shares: 83,232 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 83,232 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |8.|Tata Steel Limited|No. of Shares: 24,400 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 24,400 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |9.|Tata Power Company Limited|No. of Shares: 452 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 452 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |10.|Tata Capital Limited|No. of Shares: 200 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 200 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |Total|Total|No. of Shares: 1,447,421,110 % of total Shares of the company: 73.90 % of Shares Pledged/en-cumbered to total shares: 1.33|No. of Shares: 1,447,421,110 % of total Shares of the company: 73.90 % of Shares Pledged/en-cumbered to total shares: 1.46|0.00| # iii. Change in Promoters' Shareholding (please specify, if there is no change) |1.|At the beginning of the year| |---|---| |2.|Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):| |3.|At the end of the year| Shareholding at the beginning of the year |No. of shares|% of total shares of the company| |---|---| | | | There is no change in Promoters' Shareholding between 01.04.2014 to 31.03.2015 # 50 Directors' Report # iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): |Sr. No.|Top 10 Shareholders*|Shareholding at the beginning of the year|Cumulative Shareholding end of the year| |---|---|---|---| |1.|Life Insurance Corporation of India|No. of shares: 49,312,497 % of total shares of the company: 2.51|No. of shares: 48,141,245 % of total shares of the company: 2.46| |2.|Franklin Templeton Investment Funds|No."
+"of shares: 23,316,367 % of total shares of the company: 1.19|No. of shares: 21,945,979 % of total shares of the company: 1.12| |3.|Abu Dhabi Investment Authority|No. of shares: 15,254,486 % of total shares of the company: 0.78|No. of shares: 16,325,578 % of total shares of the company: 0.83| |4.|Oppenheimer Developing Markets Fund|No. of shares: 9,916,961 % of total shares of the company: 0.51|No. of shares: 10,977,181 % of total shares of the company: 0.56| |5.|Government of Singapore|No. of shares: 9,811,302 % of total shares of the company: 0.50|No. of shares: 9,095,739 % of total shares of the company: 0.46| |6.|Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Fund|No. of shares: 8,237,765 % of total shares of the company: 0.42|No. of shares: 8,550,350 % of total shares of the company: 0.44| |7.|Aberdeen Global Indian Equity (Mauritius) Limited|No. of shares: 11,400,000 % of total shares of the company: 0.58|No. of shares: 8,465,000 % of total shares of the company: 0.43| |8.|Lazard Asset Management LLC A/C Lazard Emerging Markets Portfolio|No. of shares: 7,768,771 % of total shares of the company: 0.40|No. of shares: 7,793,168 % of total shares of the company: 0.40| |9.|National Westminster Bank Plc As Depositary of First State Asia Pacific Leaders Fund a sub Fund of First State Investments ICVC|No. of shares: 6,965,138 % of total shares of the company: 0.36|No. of shares: 7,706,168 % of total shares of the company: 0.39| |10.|Stichting Pensioenfonds Abp|No. of shares: 7,078,171 % of total shares of the company: 0.36|No. of shares: 4,284,492 % of total shares of the company: 0.22| *The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. # v. Shareholding of Directors and Key Managerial Personnel: |Sr. No.|Folio/Beneficiary Account no|Name of the ShareHolder|Date|Reason|Shareholding at the beginning of the year|Cumulative Shareholding during the year| |---|---|---|---|---|---|---| |1.|IN300167-10033607|Mr. Cyrus Pallonji Mistry|1-Apr-2014|At the beginning of the year|No. of shares: 2,250,000 % of total shares of the company: 0.11|No. of shares: 2,250,000 % of total shares of the company: 0.11| | |IN300360-21724244|Mr. Cyrus Pallonji Mistry|31-Mar-2015|At the end of the year| |No. of shares: 2,250,000 % of total shares of the company: 0.11| | | |Total :| | |No. of shares: 4,163,526 % of total shares of the company: 0.21|No. of shares: 4,163,526 % of total shares of the company: 0.21| |2.|IN302638-10006854|Mr. S. Ramadorai|1-Apr-2014|At the beginning of the year|No. of shares: 199,120 % of total shares of the company: 0.01|No. of shares: 199,120 % of total shares of the company: 0.01| | | | |05-Oct-2014|Retired as Director and Vice Chairman of the Company w.e.f 06-Oct-2014| |No. of shares: 199,120 % of total shares of the company: 0.01| |3.|IN300095-10105315|Mr. N. Chandrasekaran|1-Apr-2014|At the beginning of the year|No. of shares: 78,528 % of total shares of the company: 0.00|No. of shares: 78,528 % of total shares of the company: 0.00| | |IN302902-42164138|Mr. N. Chandrasekaran|31-Mar-2015|At the end of the year|No. of shares: 10,000 % of total shares of the company: 0.00|No. of shares: 10,000 % of total shares of the company: 0.00| | | |Total :| | |No. of shares: 88,528 % of total shares of the company: 0.00|No. of shares: 88,528 % of total shares of the company: 0.00| Directors' Report # Annual Report 2014-15 # Shareholding Pattern |Sr. No.|Folio/Beneficiary Account no|Name of the ShareHolder|Date|Reason|Shareholding at the beginning of the year|Cumulative Shareholding during the year| |---|---|---|---|---|---|---| |4.|IN300644-10041586|Mr. Ishaat Hussain|1-Apr-2014|At the beginning of the year|No. of shares: 1,740 % of total shares of the company: 0.00|No. of shares: 1,740 % of total shares of the company: 0.00| | | | |31-Mar-2015|At the end of the year| |No. of shares: 1,740 % of total shares of the company: 0.00| | | | | |Total:|No. of shares: 1,740 % of total shares of the company: 0.00|No. of shares: 1,740 % of total shares of the company: 0.00| |5.|IN302902-40431894|Ms. Aarthi Subramanian|1-Apr-2014|At the beginning of the year|No. of shares: 2,800 % of total shares of the company: 0.00|No. of shares: 2,800 % of total shares of the company: 0.00| | | | |31-Mar-2015|At the end of the year| |No. of shares: 2,800 % of total shares of the company: 0.00| | | | | |Total:|No. of shares: 2,800 % of total shares of the company: 0.00|No. of shares: 2,800 % of total shares of the company: 0.00| # Key Managerial Personnel |Sr."
+"No.|Folio/Beneficiary Account no|Name of the ShareHolder|Date|Reason|Shareholding at the beginning of the year|Cumulative Shareholding during the year| |---|---|---|---|---|---|---| |1.|IN300183-11011075|Mr. Rajesh Gopinathan|1-Apr-2014|At the beginning of the year|No. of shares: 130 % of total shares of the company: 0.00|No. of shares: 130 % of total shares of the company: 0.00| | | | |31-Mar-2015|At the end of the year| |No. of shares: 130 % of total shares of the company: 0.00| | | | | |Total:|No. of shares: 130 % of total shares of the company: 0.00|No. of shares: 130 % of total shares of the company: 0.00| # V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment | |Secured Loans excluding deposits|Unsecured Loans| | | |Deposits|Total Indebtedness| | |---|---|---|---|---|---|---|---|---| |Indebtedness at the beginning of the financial year|i. Principal Amount: 113.96| | | |1.52|11.33| |126.81| | |ii. Interest due but not paid| | | | | | | | | |iii. Interest accrued but not due| | |-|0.03|-|0.03| | |Total (i+ii+iii)| | | |113.96|1.55|11.33| |126.84| |Change in indebtedness during the financial year|Addition| | |-|185.08|-|185.08| | | |Reduction| | |(27.72)| |(0.83)| |(28.55)| |Net Change| | | |(27.72)|185.08|(0.83)| |156.53| |Indebtedness at the end of the financial year|i. Principal Amount: 86.24| | | |186.61|10.50| |283.35| | |ii. Interest due but not paid| | | | | | | | | |iii. Interest accrued but not due| | |-|0.02|-|0.02| | |Total (i+ii+iii)| | | |86.24|186.63|10.50| |283.37| # Notes: 1. These liabilities represent obligations under finance lease including current portion of obligations. 2. These represent the bank overdraft (` 185.56 crores) and other borrowings as of March 31, 2015. 3. These are deposits received on account of sub-lease of premises and from vendors for contracts to be executed. # Directors' Report # VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL # A. Remuneration to Managing Director, Whole-time Directors and / or Manager: |Sr. No.|Particulars of Remuneration|Name of MD/WTD/Manager|Total Amount (` lakh)| |---|---|---|---| |1.|Gross salary|Mr. N. Chandrasekaran CEO & MD (w.e.f. March 12, 2015)| | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961| |179.58| | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961| |262.20| | |(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961| |-| |2.|Stock Option| |-| |3.|Sweat Equity| |-| |4.|Commission| |1,600.00| |5.|Others, Allowances| |91.80| | |Total (A)| |2,135.25| | |Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)| |239,457.58| # B. Remuneration to other directors: (Refer Corporate Governance Report for details) |Sr. No.|Particulars of Remuneration|Fee for attending board / committee meetings|Commission|Others, please specify|Total Amount| |---|---|---|---|---|---| |1.|Independent Directors| | | | | | |Mr. Aman Mehta|1.50|250.00|-|251.50| | |Mr. V. Thyagarajan|1.90|185.00|-|186.90| | |Prof. Clayton M. Christensen|0.30|155.00|-|155.30| | |Dr. Ron Sommer|1.40|190.00|-|191.40| | |Dr. Vijay Kelkar|1.40|140.00|-|141.40| | |Mr. O. P. Bhatt|1.70|135.00|-|136.70| | |Total (1)|8.20|1,055.00| |1,063.20| |2.|Other Non-Executive Directors| | | | | | |Mr. Cyrus Mistry|1.20|-|-|1.20| | |Mr. S. Ramadorai*|0.50|200.00|-|200.50| | |Mr. Ishaat Hussain|1.70|175.00|-|176.70| | |Mr. Phiroz Vandrevala|0.60|50.00|-|50.60| | |Total (2)|4.00|425.00| |429.00| | |Total (B)=(1+2)|12.20|1,480.00| |1,492.20| | |Total Managerial Remuneration| |1,480.00| | | | |Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)| | | |23,945.76| *Retired as the Director and Vice Chairman of the Company w.e.f. October 6, 2014. Directors' Report 53 # Annual Report 2014-15 # C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD |Sr. No.|Particulars of Remuneration| | |Key Managerial Personnel| | | | |---|---|---|---|---|---|---|---| |1.|Gross salary| | | | | | | |a. Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|Mr. Rajesh Gopinathan, CFO| |43.43|Mr. Suprakash Mukhopadhyay, Company Secretary|28.68|Total|72.11| |b. Value of perquisites u/s 17(2) of the Income-tax Act, 1961|Mr. Rajesh Gopinathan, CFO| |0.40|Mr. Suprakash Mukhopadhyay, Company Secretary|16.01|Total|16.41| |c. Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961|-|-|-| | | | | |2. Stock Option|-|-|-| | | | | |3. Sweat Equity|-|-|-| | | | | |4. Commission|-|-|-| | | | | |- as % of profit|-|-|-| | | | | |5. Others, Allowances| | |171.08| |86.50|257.58| | |Total| | |214.91| |131.19|346.10| | # VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2015. # Directors' Report # FORM No."
+"MR-3 # SECRETARIAL AUDIT REPORT # FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015 (Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of the Tata Consultancy Services Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Tata Consultancy Services Limited for the financial year ended on 31st March, 2015 according to the applicable provisions of: 1. The Companies Act, 1956 and the Companies Act, 2013 ('the Act') and the rules made there under, as applicable; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; 6. Other laws applicable to the Company as per the representations made by the Management. We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings are yet to be specified under the Act by the Institute. 2. The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited. During the period under review and as per the explanations and clarifications given to us and the representations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above. However, the Company has an unspent amount during the year in the amount to be spent towards Corporate Social Responsibility. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. # Annual Report 2014-15 Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings, as represented by the management, were taken unanimously. We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Board of Directors of the Company has approved the following: - a. Amalgamation of WTI Advanced Technology Limited (a wholly owned subsidiary of the Company) with the Company. - b."
+"Amalgamation of CMC Limited (a subsidiary of the Company) with the Company. For Parikh & Associates Company Secretaries P.N. Parikh Mumbai Partner April 16, 2015 FCS No: 327 CP No: 1228 This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. # 'Annexure A' To, The Members, Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P.N. Parikh Mumbai Partner April 16, 2015 FCS No: 327 CP No: 1228 # 56 Directors' Report # Management Discussion and Analysis 57 # Annual Report 2014-15 # Management Discussion and Analysis # 1. A Macro-view The global economy belied initial optimism and continued to remain patchy in 2014. While the global output increased by 3.3%, lower than initial expectations, emerging and developing economies performed better (4.4%) than developed economies (1.8%). GDP growth among developed economies which are also the largest markets for IT Services was very uneven with the US (2.2%) and UK (3.2%) performing better than the Euro region (0.8%) and Japan (0.9%). Businesses are adapting, reshaping their strategies and increasingly using technology to establish a stronger customer-connect, create competitive differentiation and address new opportunities, though it is taking longer than expected, for economies to regain their stride. In particular, the adoption of the digital five forces namely mobility, cloud, big data analytics, social media and artificial intelligence continues apace resulting in reimagined business models, business processes, systems and workplaces, disrupting the old ways of doing business in multiple industries and opening up entirely new, often unconventional, revenue sources for those who have imaginatively leveraged these forces. # 2. Overview of industry The global market for outsourced IT services is estimated to have grown by 1.9% in 2014 (3.3% in constant currency), with strong growth in key markets like the US (4.1%) and UK (8.6%), driven by increased spending on digital technologies and continued quest for efficiency in IT operations. In fiscal 2015, in line with previous years, TCS significantly outperformed the industry, growing at 15% (in USD terms) in comparison to the market growth of 1.9%, evidencing the fact that the Company continues to gain market share. The Company's share of the global market for outsourced IT services is estimated to be 1.6%, offering plenty of head room for continued growth. File: AR_TCS_2014_2015.md # 3. Our business # 3.1. Overview: TCS is an information technology services, consulting and business solutions company. The Company provides end-to-end technology and technology related services to corporations all over the world. The Company has deep domain knowledge across industry sectors and technology expertise across traditional and new age technologies. TCS' domain knowledge and technology expertise combined with its global delivery capability offers unique advantage to its customers. The Company has built strong global customer base, global talent and global infrastructure. With a sharp focus on customer's business future, the Company is offering a range of technology and technology related services through its innovation labs, delivery centers and talented professionals. Over last few years, the Company has made significant investments in expanding its operations in new markets and has launched new services based on digital platforms. The Company's customers consider the Company as a thought leader and innovation partner."
+"Customers' trust in the Company is driving strong financial results and elevated positioning on the global platform. TCS continues to remain India's most valuable company and it's also among world's most valuable IT services companies. # 3.2. Capabilities: TCS offers domain solutions and consulting to its customers in banking, financial services, insurance, retail, consumer packaged goods, telecom, media & entertainment, manufacturing, life sciences, healthcare, energy, resources, utilities, hi-tech, travel, transportation, hospitality and government sectors. Company's technology expertise extends across its full services portfolio of application development and maintenance, business process services, enterprise solutions, IT infrastructure services, assurance services, engineering & industrial services, asset leveraged solutions and consulting. TCS has made significant investments in 'Digital Five Forces' - mobility, social computing, big data, cloud and artificial intelligence/robotics. All of the industry solution units of TCS are co-innovating with customers in digital and helping them to look at the future of their business in a completely new way. # 4. Strategy The Company's strategy for long term growth continues to be to (a) expand its addressable market by investing in newer geographies and newer businesses and (b) strengthen and deepen existing client relationships through a customer-centric approach, superior execution that gives clients an experience of certainty, a full services capability and a scalable global network delivery model. In FY 2015, the Company continued to execute on this strategy, acquiring a significant beach-head in Japan through a joint venture with Mitsubishi Corporation, coming on the heels of the acquisition in France in FY 2014. Our continued investments in digital solutions are paying handsome dividends in terms of winning us market share and customer mind share. Cloud platforms continued to gain scale and crossed the $100-million mark in terms of revenue run-rate and together with Diligenta, contribute over $500 million in revenues. The Company's relentless focus on delivery excellence and customer satisfaction has won the Company multiple awards from its customers during the year. This and our customer-centric approach resulted in more repeat business, leading to an across-the-board movement of clients into higher revenue buckets, as summarised in the table below: |Clients contribution*|Fiscal 2015|Fiscal 2014| |---|---|---| |US$ 1m+ clients|791|714| |US$ 5m+ clients|389|354| |US$ 10m+ clients|261|231| |US$ 20m+ clients|162|136| |US$ 50m+ clients|68|53| |US$ 100m+ clients|29|24| * last 12 months' service revenues The full services portfolio continued to expand beyond traditional services, with several new additions during fiscal 2014-15 like digital platforms, enterprise security & risk management and robotic process automation. Company's global infrastructure is expanding beyond established locations with scaling up of delivery centers in Asia Pacific and Middle East. # 5. Digital technologies Digital technologies are making a huge impact on enterprises, consumers, governments and on society. The collision of digital technologies with every other technology is creating a new paradigm for businesses in the way they reimagine their business models, products & services, channels, customer segments, business processes and workplaces. TCS is seeing accelerated adoption of digital technologies by companies across the world. TCS has made significant investments in building digital capabilities. The Company is at the forefront of helping its customers in defining the future of their business in the digital era. The Company is bringing together its domain knowledge and technology expertise to help its customers reimagine their business. Customers across industry sectors are partnering with TCS in the co-creation model to design their digital future. All of the industry units of TCS have built significant digital capabilities in terms of digital assets and business-technology experts. During last financial year, TCS won several deals in digital, across industries. The Company sees digital business as a multi-billion opportunity over next few years. # 6. Innovation The Company continued investments in software, applications & systems research and innovation. In the area of software, explorations included the mining of operational process models to facilitate training & transformation within the enterprise and modeling human behaviour in the workplace. Innovations in text mining with contextual intelligence, speech and voice analysis, integrated computational materials engineering, decision sciences as well as genomics and metagenomics analysis made progress. The systems research group has refined mobile based sensing application for health, high performance computing solutions and energy analytics. TCS continues to invest in the three horizon portfolio of derivative innovation (improvements on current offerings), platform innovations (near term advancements) and disruptive innovations (long term or new market focused investments). With the digital consumer leading innovation in almost every industry, service providers are trying to understand customer needs and enhance the quality of services."
+"TCS is refining a process that observes the customer value chain, brainstorms and then brings out the best options for implementation. Academic alliances with renowned schools have been forged to enable this. With the maturity of technologies around the 'Internet of Things', TCS has scaled up its efforts in the area. It has signed up with several industry bodies to encourage interoperability. The research team is working closely with delivery units on several customer projects. TCS R&D has now over 100 PhDs and over 30 doctoral candidates. A significant amount of intellectual property has been created for the Company with 300+ papers presented in top tier conferences and journals. The number of patents filed this year was 509, taking the cumulative tally to 2,277, with the total number of patents granted reaching 206. TCS co-innovation network (COIN) expanded its emerging technology connects beyond the US and India, in the Nordic region, Canada and Israel. The Company continues to work with researchers from several globally reputed universities under the Academic COIN programme. TCS' research scholar programme continues to support PhD scholars in computer science and related areas in India. # 7. Human resources # 7.1. Human resource strategy The human resource (HR) strategy is focused on creating a performance-driven environment in the Company, where innovation is encouraged, performance is recognised and employees are motivated to realise their potential. # Annual Report 2014-15 'One TCS' culture runs as a common thread, ensuring a collaborative fabric of the organisation. HR is the core of the Company, influencing change, building culture and capabilities. The HR processes are continuously evolving and aligning with the changing business requirements. HR is structured into the specialised business units to enable them respond better to the needs of their customers and get more strategic advantage. The HR organisation is equipped with multicultural leaders capable to handle tremendous volatility in the economic, regulatory and cultural sphere around the world. The emergence of digital forces have given the Company, the ability to build a vivacious enterprise by reimagining how it works and collaborates, with engagement and simplification as core themes. These digital forces help the diverse workforce to collaborate, bond together and act as a critical driver of competitive advantage. Digital technologies are used by HR to increase connect, reduce time to respond and make it possible to understand the employees better which has a positive impact on retention. # Employee base 350,000319,656300,464276,196250,000238,583198,614200,000160,429143,761111,407100,00050,0000 7.3. Talent development, engagement and retention The effort is towards developing competencies in technology, domain and processes to meet customer requirements and help our employees to stay relevant and realise their potential. Key components of talent development at TCS are initial learning programmes (ILP), continuous learning programmes (CLP) and leadership development programmes (LDP). The Company uses various delivery mechanisms for imparting knowledge to its employees. 'Anytime Anywhere' learning is promoted through customised e-learning content delivered through an integrated digital learning eco-system. An innovative model of pre-ILP engagement with selected trainees is introduced through 'ASPIRE' program. The trainees complete certain courses while still at college and attempt for advanced batching based on their score. Key leadership attributes at different levels of leadership are identified and mapped to specific programmes. These include personal leadership, organisational knowledge and ethical business practice attributes. These competencies are enhanced in potential leaders through well-designed LDPs for each level of prospective leaders, right from operational to strategic. The rich leadership pipeline supports the fast paced business growth of the company. # 7.2. Talent acquisition The recruitment strategy of TCS helps create a workforce with diverse culture and thinking across all levels which in turn brings in a competitive advantage for the Company. In FY 15, the Company has hired and integrated 67,123 people into its workforce across the globe, out of which 51,527 were in India and the remaining 15,596 were outside India. TCS continues to remain preferred employer at the engineering campuses in India and has made 35,753 offers to engineering trainees and 632 offers to management trainees for joining in FY16. Outside India, offers were made at established institutes across geographies. The need for going digital and gamification is essential to remain relevant to the need of GenY - the future workforce. Campus Commune - the Company's social networking platform for campuses - has become extremely popular in the educational institutions. There are 600,000+ registered users from 1,500+ institutes connecting, collaborating and learning. This extremely vibrant platform has multiple forums and competitions."
+"The CodeVita contest had over 49,000+ teams from 19 countries registered and the winners were from UK, India and Peru. TCS invests on academic interface programme (AIP) initiatives for improving employability of students, developing faculty for academic institutes, and developing curricula as per industry requirements. In FY 15, a total of 612 institutes in India and 261 institutes abroad benefitted through the Company's AIP activities like workshops for students, faculty development programs etc. TCS research scholarship programme supports 188 research scholars pursuing their PhD in 33 premier institutes across India. The Company's annual event, 'Sangam' was held at Bangalore with academic experts participating from India and abroad. # Employee Career Development Employee career development is facilitated through mentoring and developmental interventions. Opportunities to move across roles, career streams, clients and geographies give employees an opportunity to have a holistic view of the business and develop a well-rounded career. High potential employees are nurtured to fulfill their aspirational growth through role change and high-end leadership development. 'Career Hub' is a platform which facilitates employee's career development. Talent management processes of the Company serve as effective platforms for employees to connect and interact with key stakeholders and share their goals and aspirations. # 7.5. Talent Diversity TCS embarks on a sustainability journey by ensuring safety and healthy well-being of associates and protecting the environment. Initiatives like 'Safety First' emphasise employee safety and security. 'TCSFit4Life' initiative creates a culture of fitness in the organisation by helping to build a fraternity of health and fitness conscious employees. Employees are offered confidential counselling sessions through 24X7 'Employee Assistance Programme', on request. 'Purpose4life' initiative enhances employee contribution to community projects in the areas of education, health and environment. The Maitree platform provides opportunities to employees to explore their hobbies and volunteer for social causes. These robust employee engagement platforms help in improving employee's overall well-being, bonding within the organisation and promoting work-life balance, thereby, increasing employee retention. PULSE - TCS' annual employee engagement and satisfaction survey, has showed an increase in employee satisfaction index this year. In FY 15, the Company's attrition rate including BPS is 14.9%. |Attrition rate|2007-08|2008-09|2009-10|2010-11|2011-12|2012-13|2013-14|2014-15| |---|---|---|---|---|---|---|---|---| |16.0%| | | | | | | |14.9%| |14.0%|12.6%| | | | | | |14.4%| |12.0%| | | | |10.6%| | | | |10.0%| | | | | | | | | |8.0%| | | | | | | | | |6.0%| | | | | | | | | |4.0%| | | | | | | | | |2.0%| | | | | | | | | |0.0%| | | | | | | | | # 8. Risk Management and Compliance The Company ensures compliance of employment, immigration and labour laws in countries of operation. Changes in the applicable regulations are tracked on a global basis. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace. TCS enterprise risk management programme (ERM) involves risk identification, assessment and risk mitigation planning for strategic, operational and compliance related risks across business units, functions and geographies. TCS has a robust digitised ERM framework which has been deployed across the enterprise. The Company level as well as unit level deployment of the ERM process is governed by the corporate risk office. The risk reports prepared by the chief risk officer are reviewed by the board of directors periodically. # Annual Report 2014-15 Compliance management has been significantly strengthened by the deployment of an integrated compliance management and governance framework. This covers regulatory compliance certification across all countries of operation. A compliance committee at corporate level guides and monitors the deployment of the compliance framework. The Company ensures compliance of fiscal, employment, immigration and labour laws in the countries of operation. A robust internal check process is deployed to prevent and limit risk of non-compliance. # Key Risks |Key Risks|Impact on TCS|Mitigation| |---|---|---| |Global economic scenario|* roa - ase, e-riske usiness mix, ell i ersi e a ross geographies and industry verticals * capabilities an value propositions a ressin the discretionary as well as non-discretionary portions of client spend * Target ne er market se ments which might pro i e counter-cyclical support.|* Technology investments by corporates have shown strong correlations with GDP growth. The Company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook."
+"Depressed economic outlook in key markets can impact this spending and thereby constrain the Company's growth potential.| |Business model changes|* Focus investment in creating intellectual property in 'Software-as-a-Service' and cloud platforms * Research and Innovation in services-as-a-software and neuroscience-based platforms for services automation * Embrace Digital Remaination in all our business services across verticals.|* The new disruptive technologies, such as cloud, big data, mobile smart devices and social media are changing consumer behaviour, requiring business model changes in customer organisations. For instance, the retail sector is seeing a ground-shift across the value chain. This has led to business model disruptions for traditional retailers with huge investments in their physical stores.| |Data privacy and protection|* Global privacy policy has been drafted for implementation within TCS * Review and enhancement of employee related agreements with respect to PII and SPDI * Enhance training, education and inter-company agreements to cater to the privacy requirements.|* Data protection controls are a part of the engagement security management process and these are subjected to internal audits * Strong security measures in place to handle cyber security attacks * Sensitive engagements use data masking tools to protect PII and SPDI.| # Management Discussion and Analysis # Currency # Volatility in currency exchange Volatility movements resulting in transaction and translation exposure. # Restrictive cross border mobility Non-tariff trade barriers proposed by some countries may lead to multitude of challenges. Mobility of resources across the globe could be impacted, leading to increased costs and margin pressures. # Attrition Attrition of talent especially at critical/mid-levels, can impact client outcomes, in turn impacting growth. - Current policies can practice in place - Increase in strategy monitoring risk management committee through regular reviews. - Increase prior in terms of manpower planning and deployment - Leverage collaboration technologies like video conferencing to reduce need for cross border travel - Increase outreach to legislative and trade bodies - Employee engagement continues to be a key focus area - With continuous investments in building a next-gen organisation that is social, mobile, engaged and collaborative, the Company provides a vibrant digital work environment for the large, diverse and distributed workforce - Increase focus is being given in terms of learning opportunities, significant investments in training in new technologies and rotation in work assignments - Programs such as PurposeElife, where associates volunteer for community service programmes, also provide a holistic sense of satisfaction for employees. # Management Discussion and Analysis 63 # Annual Report 2014-15 # PERFORMANCE HIGHLIGHTS SINCE FISCAL 2005 TCS' existence as a listed company over the past eleven years has been marked by continuous value creation and setting increasingly higher standards of performance. While relentlessly pursuing excellence in all its activities, TCS has been generating wealth for its stakeholders. The wealth so created has been shared with the stakeholders. # Revenue trend |Revenue|FY05|FY06|FY07|FY08|FY09|FY10|FY11|FY12|FY13|FY14|FY15| |---|---|---|---|---|---|---|---|---|---|---|---| |1,00,000|9,748|13,264|18,685|22,620|27,813|30,029|37,325|48,894|62,989|81,809|94,648| # Growth in industry verticals |Revenue-industry vertical|BFSI|Telecom|Retail & distribution|Manufacturing|Others| |---|---|---|---|---|---| |FY05|-|-|-|-|-| |FY06|-|-|-|-|-| |FY07|-|-|-|-|-| |FY08|-|-|-|-|-| |FY09|-|-|-|-|-| |FY10|-|-|-|-|-| |FY11|-|-|-|-|-| |FY12|-|-|-|-|-| |FY13|-|-|-|-|-| |FY14|-|-|-|-|-| |FY15|-|-|-|-|-| # Growth in geographic revenue |Revenue-geography|North America|UK|Europe|India|New growth market| |---|---|---|---|---|---| |FY05|-|-|-|-|-| |FY06|-|-|-|-|-| |FY07|-|-|-|-|-| |FY08|-|-|-|-|-| |FY09|-|-|-|-|-| |FY10|-|-|-|-|-| |FY11|-|-|-|-|-| |FY12|-|-|-|-|-| |FY13|-|-|-|-|-| |FY14|-|-|-|-|-| |FY15|-|-|-|-|-| # Growth in service lines |Revenue-service lines|Technology|Engineering and industrial services|Global services|Products & consulting services|Business process services| |---|---|---|---|---|---| |FY06|-|-|-|-|-| |FY07|-|-|-|-|-| |FY08|-|-|-|-|-| |FY09|-|-|-|-|-| |FY10|-|-|-|-|-| |FY11|-|-|-|-|-| |FY12|-|-|-|-|-| |FY13|-|-|-|-|-| |FY14|-|-|-|-|-| |FY15|-|-|-|-|-| # Customer centricity |Last twelve months revenue buckets|Fiscal 2015|Fiscal 2005| |---|---|---| |$100mn +|29|-| |$50mn +|68|5| |$20mn +|162|25| |$10mn +|261|42| |$5mn +|389|76| |$1mn +|791|214| # Earnings per share |EPS|111.9*|97.7|80.0|71.0|53.1|46.3|35.7|21.5|25.7|26.8|11.8|15.2| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | | | | |FY05|0.0|-|-|-|-|-|-|-|-|-|-| * excluding one-time employee reward # Management Discussion and Analysis # Earnings trends # Cash flow from operating activities |PBT|27.6%|29.5%|28.5%|28.7%|31.1%|30.6%|35.0%|28,926*| |---|---|---|---|---|---|---|---|---| |Operating cash flow|20,000|19,369| | | | | | | | |30,000| |27.0%|26.4%|26.3%|25.8%|25.0%|25,402| | |26,000| |22.1%| | | | | | | |22,000| |18,090|20.0%| | | | | | |18,000|14,000|13,923|15.0%|11,021|10.0%|6,000|3,472| | |10,000|8,290| | | | | |5,409| | |6,000|2,634|3,507|4,918|5,846|6,150| | | | |2,000|2,092|3,895| | | | |2,488| | |FY13|FY14|FY15| | | | | | |Profit before taxes|PBT margin|*excluding-one me employee reward|Operating Cash Flows| | | | | | # Market capitalisation |Market capitalisation|550,000|500,000|450,000|400,000|350,000|300,000|250,000|200,000|150,000|100,000|50,000|0| |---|---|---|---|---|---|---|---|---|---|---|---|---| | |Mar-05|Mar-06|Mar-07|Mar-08|Mar-09|Mar-10|Mar-11|Mar-12|Mar-13|Mar-14|Mar-15| | # Cash utilisation since fiscal 2005 Of the available funds generated during fiscal 2005 to fiscal 2015, 55.84% has been appropriated towards dividend (including dividend tax and final dividend for fiscal 2015 to be paid post approval by shareholders). # Dividend Dividend (including final dividend and dividend distribution tax) and the payout ratio computed on consolidated profits have remained high."
+"The amount of dividend appropriated (excluding special dividend) has increased 14 times in the last eleven years. In fiscal 2015, the payout ratio including special dividend and net dividend distribution tax was 91%. # Cash usage |Dividends paid|Capex|Acquisitions, etc.|Invested funds|Dividends|Special dividends|Dividend payout ratio (Excl spl div)| | | | | |---|---|---|---|---|---|---|---|---|---|---| |50.0%|18.0%|18000|16000|14000| | | | | | | | | |35.2%|37.2%|36.2%|40.0%|36.9%|9166| | | | |12000|10000|27.6%|30.0%|25.1%|8000|0| | | | | |6000|4000|1820|5030|15.0%|0|0| | | | | |2000|0|627|744|1295|1603|1603| | | | | |FY05|FY06|FY07|FY08|FY09|FY10|FY11|FY12|FY13|FY14|FY15| # Annual Report 2014-15 # FINANCIAL PERFORMANCE - (CONSOLIDATED) The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as ""TCS"" or the Company) are prepared in compliance with the Companies Act, 2013 and generally accepted accounting principles in India (Indian GAAP). The discussions herein below relate to consolidated statement of profit and loss for the year ended March 31, 2015, consolidated balance sheet as at March 31, 2015 and the consolidated cash flow statement for the year ended March 31, 2015. The consolidated results are more relevant for understanding the performance of TCS. Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the consolidated financial statements 2 (a) to (q). # CONSOLIDATED FINANCIAL RESULTS - SUMMARY The revenue of the Company aggregated ₹ 94,648.41 crores in fiscal 2015 (₹ 81,809.36 crores in fiscal 2014), registering a growth of 15.69%. In terms of US Dollars, the revenue in fiscal 2015 was $15.45 billion ($13.44 billion in fiscal 2014) registering a growth of 14.96%. In fiscal 2015, there was a special, one-time reward to eligible employees, which increased the employee expenses by ₹ 2,627.91 crores. # Other significant financial parameters of the Company are given below: - Earnings before interest, tax, depreciation and amortisation (EBITDA) The EBITDA excluding one-time adjustment for employee reward aggregated ₹ 27,109.62 crores in fiscal 2015 (₹ 25,152.79 crores in fiscal 2014) - a growth of 7.78%. EBITDA as reported aggregated ₹ 24,481.71 crores. - Profit before tax (PBT) PBT excluding one-time adjustment for employee reward aggregated ₹ 28,926.40 crores in fiscal 2015 (₹ 25,401.86 crores in fiscal 2014) - a growth of 13.88%. PBT as reported aggregated ₹ 26,298.49 crores. - Profit after tax (PAT) PAT excluding one-time adjustment for employee reward aggregated ₹ 21,911.85 crores in fiscal 2015 (₹ 19,163.87 crores in fiscal 2014) - a growth of 14.34%. PAT as reported aggregated ₹ 19,852.18 crores. - Earnings per share (EPS) EPS excluding one-time adjustment for employee reward aggregated ₹ 111.87 in fiscal 2015 (₹ 97.67 in fiscal 2014) - a growth of 14.54%. EPS as reported was ₹ 101.35. # DISCUSSIONS ON CONSOLIDATED FINANCIAL RESULTS The following table gives an overview of the financial results of the Company: | |Fiscal 2015 - as|Fiscal 2015 - excluding|Fiscal 2014|% growth| |---|---|---|---|---| |Revenue from operations|94,648.41|94,648.41|81,809.36|15.69| |Expenses| | | | | |Employee benefit expenses|38,701.15|36,073.24|29,860.01|20.81| |Overseas business expenses|12,223.20|12,223.20|10,626.29|15.03| |(employee allowances paid overseas)| | | | | |Services rendered by business associates and others (BA)|6,220.25|6,220.25|4,938.37|25.96| |Employee and BA related expenses|57,144.60|54,516.69|45,424.67|20.02| |Overseas business expenses (other than employee allowances paid overseas)|1,140.71|1,140.71|1,010.13|12.93| |Operation and other expenses|11,881.39|11,881.39|10,221.77|16.24| |Total expenses|70,166.70|67,538.79|56,656.57|19.21| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|24,481.71|27,109.62|25,152.79|7.78| |Other income (net)|3,229.91|3,229.91|1,636.74|97.34| |Finance costs|104.19|104.19|38.52|170.48| |Depreciation and amortisation expense|1,798.69|1,798.69|1,349.15|33.32| |Profit before exceptional item and tax|25,808.74|28,436.65|25,401.86|11.95| |Exceptional item|489.75|489.75| | | |Profit before tax (PBT)|26,298.49|28,926.40|25,401.86|13.88| |Tax expense|6,238.79|6,800.03|6,069.99|12.03| |Profit for the year before minority interest|20,059.70|22,126.37|19,331.87|14.46| |Minority interest|207.52|214.52|168.00|27.69| |Profit for the year (PAT)|19,852.18|21,911.85|19,163.87|14.34| The growth in operating parameters in the table above and also in other tables in the following discussions have been analysed with respect to performance prior to the impact of one-time employee reward. # Revenue # Analysis of revenue growth |Growth attributable to|Fiscal 2015 (%)|Fiscal 2014 (%)| |---|---|---| |Business growth|17.01|17.27| |Impact of exchange rate|(1.32)|12.61| |Total growth|15.69|29.88| The business growth in fiscal 2015 was in line with the business growth in fiscal 2014. However, the total revenue growth in fiscal 2015 was lower than that of fiscal 2014 primarily due to impact of exchange rate fluctuations. # Annual Report 2014-15 # Movement in Exchange Rates on Revenue of the Company Fiscal 2015 has been a negative variance of 1.32% in fiscal 2015 (positive 12.61% in fiscal 2014). |Currency|High|Low|Average|Average in Fiscal 2014|% Change in Average Rates| |---|---|---|---|---|---| |USD|63.89|58.34|61.26|60.85|0.67| |GBP|103.77|91.91|98.34|97.36|1.01| |EUR|84.63|65.77|76.86|81.93|(6.19)| |CAD|56.63|48.40|53.68|57.48|(6.61)| |AUD|57.25|47.12|53.15|56.30|(5.60)| Out of the total revenue earned in fiscal 2015, 94.12% was earned in foreign currencies. Fiscal 2015 witnessed substantial movement in exchange rates particularly affecting EUR, GBP and CAD. Net impact of such revenue by industry is discussed in segment results section."
+"# Revenue by Geography |Geography|Fiscal 2015 (` crores)|% of Revenue|% Growth|Fiscal 2014 (` crores)|% of Revenue| |---|---|---|---|---|---| |North America|49,085.94|51.86|13.14|43,385.87|53.03| |UK|15,783.29|16.68|10.75|14,251.38|17.42| |Europe|10,946.34|11.57|19.22|9,181.32|11.22| |Asia Pacific|8,834.63|9.33|49.48|5,910.12|7.22| |India|6,107.55|6.45|11.29|5,487.80|6.71| |Latin America|1,967.52|2.08|5.02|1,873.56|2.29| |Middle East and Africa|1,923.14|2.03|11.86|1,719.31|2.11| |Total|94,648.41|100.00|15.69|81,809.36|100.00| Asia Pacific recorded highest growth primarily due to TCS' sustained investment in market development and increasing customer acceptance of global delivery model. The growth was also aided by acquisition of a controlling interest (51%) in IT Frontier Corporation (referred to as ITF) from Mitsubishi Corporation. Growth in Europe continued to be good and was more than the Company average. North America, United Kingdom, Middle East & Africa and India registered growth around the Company average. # Revenue by services |Service lines|Fiscal 2015 ` crores|% of revenue|% growth|Fiscal 2014 ` crores|% of revenue| |---|---|---|---|---|---| |Technology services:| | | | | | |Application development and maintenance (ADM)|38,056.53|40.21|11.88|34,016.19|41.58| |Enterprise solutions|14,736.06|15.57|16.30|12,671.11|15.49| |Assurance services|8,050.80|8.51|17.29|6,863.94|8.39| |Business process services (BPS)|11,051.65|11.68|12.35|9,837.06|12.02| |IT infrastructure services (IT IS)|13,095.00|13.84|34.12|9,763.57|11.93| |Engineering and industrial services (EIS)|4,273.97|4.52|11.04|3,848.96|4.70| |Products & services|2,235.01|2.36|8.33|2,063.18|2.52| File: AR_TCS_2014_2015.md |Consulting|3,149.39|3.31|14.72|2,745.35|3.37| |Total|94,648.41|100.00|15.69|81,809.36|100.00| # Revenue by nature of contract |Nature of Contract|Fiscal 2015 (%)|Fiscal 2014 (%)| |---|---|---| |Time and material basis|47.98|48.04| |Fixed price, fixed time|52.02|51.96| |Total|100.00|100.00| # Revenue by location of service delivery Revenue from local delivery is for those services which are performed at customer locations. Remote delivery revenue reflects the aggregation of revenue from services which are performed at delivery centers located in India (referred to as India delivery center revenue) as well as global delivery centers (GDC) in various countries. The composition of the revenue from India delivery center, global delivery center and local delivery was as follows: |Revenue mix|Fiscal 2015 (%)|Fiscal 2014 (%)| |---|---|---| |India delivery center|46.20|47.92| |Global delivery center|5.61|5.43| |Remote delivery|51.81|53.35| |Local delivery|48.19|46.65| |Total|100.00|100.00| Revenue from local, global and India delivery centers are aligned with customer requirements. Mix of revenue from these locations has remained steady. # Management Discussion and Analysis 69 # Annual Report 2014-15 # Employee costs and overseas business expenses Employee costs include salaries which have fixed and variable components, contribution to retirement funds and pension schemes. It also includes expenses incurred on staff welfare. Overseas business expenses primarily comprise living allowances paid to employees on overseas assignments. For purpose of the management discussion and analysis (MD&A), employee related costs included in 'overseas business expenses' and costs related to business associates (BA) have been grouped under 'Employee and BA related costs'. | |Fiscal 2015 - as reported|Fiscal 2015 - excluding one-time employee reward|Fiscal 2014| |---|---|---|---| |Employee benefit expense|38,701.15|36,073.24|29,860.01| | |40.89%|38.12%|36.50%| |Overseas business expenses (employee allowances paid overseas)|12,223.20|12,223.20|10,626.29| | |12.91%|12.91%|12.99%| |Services rendered by business associates (BA) and others|6,220.25|6,220.25|4,938.37| | |6.57%|6.57%|6.04%| |Total|57,144.60|54,516.69|45,424.67| | |60.37%|57.60%|55.53%| Employee benefit and BA costs excluding one-time employee reward have increased by 20.02%. In relation to revenue, this group of expenses is higher by 2.07% in fiscal 2015 as compared to fiscal 2014, primarily on account of significant increase in local hires. Employee benefit and BA costs as reported aggregated ` 57,144.60 crores representing 60.37% of revenue. # Overseas business expenses (other than employee allowances paid overseas) Overseas business expenses (other than employee allowances paid overseas) include travel expenses incurred in overseas locations. These expenses as percentage of revenue have marginally decreased from 1.23% (` 1,010.13 crores in fiscal 2014) to 1.21% (` 1,140.71 crores in fiscal 2015). # Operation and other expenses | |Fiscal 2015 - as reported|Fiscal 2014| |---|---|---| |Software, hardware and material costs|3,835.83|3,088.68| | |4.05%|3.77%| |Communication|1,056.06|874.04| | |1.12%|1.07%| |Travelling and conveyance|1,261.25|1,046.75| | |1.33%|1.28%| |Rent|1,569.46|1,421.27| | |1.66%|1.74%| |Legal and professional fees|596.30|613.61| | |0.63%|0.75%| |Repairs and maintenance|705.00|499.11| | |0.74%|0.61%| |Electricity|573.87|527.10| | |0.61%|0.64%| |Recruitment and training|360.94|303.46| | |0.38%|0.37%| |Others|1,922.68|1,847.75| | |2.03%|2.26%| |Total|11,881.39|10,221.77| | |12.55%|12.49%| Earnings before interest, tax, depreciation and amortisation (EBITDA) In fiscal 2015 EBITDA excluding the impact of one-time employee reward was ` 27,109.62 crores (` 25,152.79 crores in fiscal 2014). There is a decrease of 2.11% in EBITDA as a percentage of revenue, primarily attributable to increase in employee and BA related expenses. EBITDA as reported aggregated ` 24,481.71 crores. # Other income (net) Other income increased from ` 1,636.74 crores in fiscal 2014 to ` 3,229.91 crores in fiscal 2015 primarily for the following reasons: - interest income on bank deposits, inter-corporate deposits and bonds & debentures increased from ` 1,340.00 crores in fiscal 2014 to ` 1,596.61 crores in fiscal 2015 arising out of effective treasury management. # Management Discussion and Analysis # Financial Performance Ž increase in exchange gain (net) from ` 17.62 crores to ` 1,308.47 crores."
+"Ž increase in profit on redemption of mutual funds, from ` 173.09 crores in fiscal 2014 to ` 233.10 crores in fiscal 2015. # Foreign exchange forward, option and futures contracts TCS enters into foreign exchange forward, option and futures contracts to manage its exposure to exchange rate fluctuations, in accordance with its risk management policies. TCS follows accounting principles in line with international financial reporting standard 9 (IFRS 9) to account for the aforesaid hedging instruments. Changes in the fair value of instruments designated as hedges of future cash flows are recognised directly in shareholders' funds if they are effective in hedging the risk. The ineffective portion is recognised immediately in the statement of profit and loss. The change in the time value of option is also accumulated in hedging reserve and is transferred to statement of profit and loss when the forecasted transaction occurs. Foreign exchange forward, option and futures contracts outstanding at the reporting date, other than designated cash flow hedges, are stated at their respective fair values and the resultant gains or losses are accounted as 'other income (net)' in the profit and loss account for the period. Note 2 (m) to the consolidated financial statements describes the accounting policy relating to the derivative instruments and hedge accounting. Note 41 to the consolidated financial statements provide details of the derivative financial instruments entered by the Company during fiscal 2015 with comparatives for fiscal 2014. # Depreciation and amortisation Depreciation and amortisation increased from ` 1,349.15 crores (1.65% of revenue) in fiscal 2014 to ` 1,798.69 crores (1.90% of revenue) in fiscal 2015. The increase was spread across all asset groups, mainly attributable to freehold buildings, computers, leasehold improvement and office equipment. # Exceptional item In fiscal 2015, there is a one-time credit item of ` 489.75 crores shown under the head 'Exceptional item'. This is the net impact of change in accounting policy for depreciation relating to both (1) change in the method of depreciation and (2) change in the useful life of fixed assets, necessitated due to implementation of the Companies Act, 2013. Depreciation is now provided on straight line basis on all assets as against the policy of providing on written down value basis on some assets and on straight line basis for others. The remaining useful life has also been revised wherever appropriate, based on an evaluation. # Profit before tax (PBT) In fiscal 2015, PBT excluding the one-time employee reward was ` 28,926.40 crores (` 25,401.86 crores in fiscal 2014). As a percentage of revenue, PBT decreased from 31.05% in fiscal 2014 to 30.56% in fiscal 2015. The decrease of 0.49% is mainly due to decrease in EBITDA of 2.11%, offset by increase in other income by 1.41%. In fiscal 2015, PBT as reported was ` 26,298.49 crores representing 27.79% of revenue. # Tax expense Tax expense before accounting of one-time employee reward increased to ` 6,800.03 crores in fiscal 2015 from ` 6,069.99 crores in fiscal 2014. As a percentage of revenue, it has reduced from 7.42% in fiscal 2014 to 7.18% in fiscal 2015. The effective tax rate has decreased from 23.90% in fiscal 2014 to 23.51% in fiscal 2015. In fiscal 2015, tax expense as reported was ` 6,238.79 crores (6.60% of revenue). The effective tax rate was 23.72%. # Minority interest Minority interest, before accounting of one-time employee reward, registered an increase from ` 168.00 crores in fiscal 2014 to ` 214.52 crores in fiscal 2015, primarily due to setting up of a subsidiary in Japan where TCS has a controlling interest of 51%. In fiscal 2015, the minority interest as reported after impact of one-time employee reward was ` 207.52 crores. # Profit after tax (PAT) The net profit in fiscal 2015, prior to adjustment of one-time employee reward, was ` 21,911.85 crores (23.15% of revenue) as compared to ` 19,163.87 crores in fiscal 2014 (23.43% of revenue). The decrease of 0.28% in terms of revenue is attributable to decrease in PBT 0.49%, partly offset by lower taxes of 0.24%. In fiscal 2015, the PAT as reported after impact of one-time employee reward was ` 19,852.18 crores (20.97% of revenue). # Annual Report 2014-15 # Segment result The Company considers industry to which the customer belongs as its primary segment and the geography in which the customer is located as its secondary segment. Revenue and expenses directly attributable to segments are reported under each reportable primary segment."
+"The following table presents each industry segment's revenue as a percentage of total revenue and each industry segment's result, i.e., operating profit (excluding unallocated expenses) as a percentage of total segment result. | |Fiscal 2015|Fiscal 2014|Fiscal 2015|Fiscal 2014|% growth| | | | |---|---|---|---|---|---|---|---|---| |Segment revenue|₹ crores|% of aggregate revenue|Banking, financial services and insurance|38,565.66|35,112.41|40.74|42.92|9.83| |Manufacturing|9,242.45|6,989.36|9.77|8.54|32.24| | | | |Retail and consumer packaged goods (CPG)|12,829.01|11,309.06|13.55|13.82|13.44| | | | |Telecom, media and entertainment|10,933.55|9,613.74|11.55|11.75|13.73| | | | |Others|23,077.74|18,784.79|24.39|22.97|22.85| | | | |Total|94,648.41|81,809.36|100.00|100.00|15.69| | | | # Revenue by industry in fiscal 2015 Percentage of revenue by industry vertical a paradigm shift in the way players are evaluating businesses and investments. Most of the banking and financial service industry players have embarked upon key strategic transformation initiatives that revolve around simplification, digital adaptation and governance. Customer experience management has become pivotal across most of these transformation themes. The industry also witnessed some structural changes as banks redrew their boundaries to focus on core businesses, while shelving off the non-core activities leading to a rise of related demerger and merger integration activities. Digital technology adaptation has gradually percolated deeper into the system rather than just refurbishing the front end touch points for internal and external stakeholders. In fiscal 2015, BFSI continued to contribute the largest share to revenue (40.74%) although the growth (9.83%) is less than the Company average. Manufacturing grew at an impressive rate of 32.24%. Telecom including media and entertainment grew at 13.73 % and retail & CPG registered a growth of 13.44 %. Verticals included under 'Others' showed good growth of 22.85 %. Amongst these, hi-tech registered better growth (24.36%) than fiscal 2014 (19.52%). Life sciences & healthcare (27.74%), energy, resources & utilities (25.08%) and travel, transportation & hospitality (18.70%), grew well above the Company average in fiscal 2015. The Company has invested in a broad array of offerings to meet the security, data & analytics and digital demand. It has partnered with industry experts and has made significant investments to engage and deepen European presence. Management Discussion and Analysis # Management Discussion and Analysis # BFSI In fiscal 2015, BFSI constituted 40.74% of Company's revenue (42.92% in fiscal 2014), growing at a muted 9.83% (29.35% in FY 2014), significantly below the Company's average (15.69%). This is primarily attributable to weakness in insurance portfolio, particularly in Diligenta, a subsidiary focused on life insurance policy administration in the UK. BFSI contributed 43.23% of total segment result (46.04% in fiscal 2014) excluding the one-time employee reward. # Telecom, Media and Entertainment As a group, telecom, media & entertainment witnessed revenue growth of 13.73 % in fiscal 2015 (27.51% in fiscal 2014), just below the Company average (15.69%). Margin, excluding one-time employee reward, has remained steady at 28.54% in fiscal 2015 (28.59% in fiscal 2014). However, this aggregate performance masks sharply divergent trends in the underlying sub-segments. The telecom sector continues to be under pressure, with demands for continued investment in newer generations of technologies even as mobile revenues remained flat and wireline revenues continued to decline, cost pressures mounted and the regulatory overhang on the sector increased. Consequently, the Company's telecom segment, which has been very volatile over the last five years, underperformed in FY 2015 as well, with revenues growing at a subdued 7.9%. On the other hand, the media industry is continuing its journey of digital metamorphosis. While information services and publishing are fast becoming largely digital driven business, we are seeing broadcast industry rapidly adopting the digital formats. As media businesses adapt to changing market needs, they are also reimagining how they operate. In some cases the IT, engineering and R&D organisations are coming under one organisation while in others the boundaries are getting defined more clearly. This structural change in the industry bodes well for greater spending on IT services, evidenced by the strong performance by this sub-segment. Revenue in the media and entertainment segment grew by 37.8% in FY 2015. # Retail and CPG The retail segment was one of the fastest growing industry verticals in the global market for outsourced IT Services, clocking a growth of 4.2% in 2014, versus an overall growth of 1.9%. Retailer's IT spend is largely driven by (a) achieving the vision of fully integrated omnichannel shopping experience and (b) getting the foundation ready for future digital business. Social, mobile, cloud and emerging technologies such as internet of things, machine intelligence and robotics are changing the way business is done and the state of competition."
+"Retailers are focusing on building a data-driven enterprise to make informed decisions. This also requires them to invest in ramping up security and data protection tools and processes. To support the above focus areas of our retail clients, TCS is investing significantly in building differentiated products, solutions and capabilities. TCS is investing in industry leading roadmap for first-of-its kind, truly omnichannel enabled store commerce platform and retail customer 'Knowledge Hub'. We continue to invest in OptumeraTM, our shopper-centric merchandising suite, by adding a competitive pricing engine module. The CPG sub-segment has had to deal with low-growth, fragmenting segments and fragmenting channels in developed markets even as faster-growing emerging markets pose challenges in terms of diverse consumption habits, regulatory obstacles and poor distribution networks. In response, CPG companies are investing in direct to consumer (D2C) commerce and big data analytics. TCS' early investments in building capabilities in big data analytics, digital creative services, D2C commerce and digital marketing have helped us gain traction in this segment and win recognition from industry groups. TCS was recognised as best in class for outsourcing and consulting by consumer goods technology in 2015. The segment revenue has recorded a growth of 13.44% in fiscal 2015 (34.61% in fiscal 2014). Segment margin, excluding one-time employee reward, as a percentage of segment revenue was 28.33% in fiscal 2015 compared to 32.48% in fiscal 2014. # Manufacturing The Company experienced strong revenue growth in manufacturing, driven by increased adoption of digital technologies by a resurgent sector, along with traditional drivers such as IT infrastructure cost optimisation and simplification of business processes. A key trend that significantly bolsters longer term sustainability of growth in this sector has been the rise of IT from being a source of back-office efficiencies to becoming part of the core product and an important source of competitive differentiation to our customers. This has been most evident in the automotive sector where software-driven features such as autonomous navigation, interactive infotainment systems and connected vehicles are gaining currency. # Annual Report 2014-15 TCS continues to invest in building industry specific core capability across the manufacturing value chain, namely in new product innovation, manufacturing excellence, supply chain and customer experience. A dedicated digital re-imagination initiative for manufacturing has been formed which is helping customers in their adoption of digital capabilities as internet of things, digital customer experience, e-Commerce, big data led predictive diagnostics, social product development and factory optimisation. Manufacturing industry revenue recorded a growth of 32.24% in fiscal 2015 (34.01% in fiscal 2014). Growth in segment results (excluding one-time employee reward) was 18.17% in fiscal 2015 (50.53% in fiscal 2014). The comparable growth in segment margin has been 26.22% in fiscal 2015 (29.35% in fiscal 2014). # Others Segments combined in 'others' includes: - Life sciences and healthcare - Energy, resources and utilities - Travel, transportation and hospitality - Hi-tech Despite a sharp slowdown in the energy sub-segment towards the end of the fiscal year, resulting from the depressed oil prices, all the segments grouped in 'others' showed good revenue growth over fiscal 2014, reflecting the Company's growing traction in these industries on the back of strong domain expertise and domain-specific digital solutions. In fiscal 2015, the segments in aggregate showed better growth (22.85%) than the Company average (15.69%). The share of these segments in aggregate revenue improved to 24.39% in fiscal 2015 from 22.97% in fiscal 2014. The margin remained steady at 26.52% in fiscal 2015 as compared to 26.77% in fiscal 2014. Life sciences and healthcare registered the highest growth amongst these segments in revenue and results at 27.74% and 29.99% respectively, followed by energy, resources and utilities (growth of revenue 25.08%, margin 28.04%), hi-tech (revenue growth 24.36%, margin 19.40%) and travel, transportation and hospitality (growth of revenue 18.70%, margin 8.61%). The growth in segment results and segment margins have been analysed by excluding the impact of one-time employee reward. # FINANCIAL POSITION -- CONSOLIDATED # Share capital | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |Authorised|420.05 crores equity shares of `1 each|420.05| | |105.025 crores redeemable preference shares of ` 1 each|105.03| |Total|525.08|525.08| |Issued, subscribed and fully paid-up|195.87 crores equity shares of ` 1 each|195.87| |Total|195.87|195.87| There has been no change in the position of authorised, issued, subscribed and paid up capital during fiscal 2015."
+"# Reserves and surplus For the purpose of consolidation of subsidiaries with the financial statement of the holding company, income and expenses are translated at average rates and the assets and liabilities are stated at closing rate. Use of such different rates for translation gives rise to exchange difference which is accumulated in foreign currency translation reserve. Foreign currency translation reserve decreased from ` 1,547.78 crores as at March 31, 2014 to ` 1,051.17 crores as at March 31, 2015, due to movement in exchange rates of currencies in fiscal 2015. The closing balance of hedging reserve account, arising out of cash flow hedges as at March 31, 2015 was a net gain of ` 150.75 crores (` 29.64 crores net gain as at March 31, 2014). Note 41 to the consolidated financial statements gives details of movements in the hedging reserve account. An amount of ` 255.57 crores was transferred to capital redemption reserve during fiscal 2015 pursuant to redemption of preference shares by Diligenta. Balance in statement of profit and loss as at March 31, 2015 was ` 39,012.65 crores (` 39,504.51 crores as at March 31, 2014) after appropriation towards equity dividend (interim and proposed final dividend), tax on dividends, transfer to general reserves, statutory reserve and capital redemption reserve. Reserves and surplus at the end of fiscal 2015 stood at ` 50,438.89 crores, an increase of 2.94% over ` 48,998.89 crores at the end of fiscal 2014. ` 1953.64 crores was transferred to the general reserve from the profit and loss account for fiscal 2015. # Short-term and long-term borrowings Loans are secured against book debts. The Company's long-term obligations under finance lease (refer note 5 to the consolidated financial statements) was ` 113.69 crores as at March 31, 2015 (` 126.21 crores as at March 31, 2014). These are secured against fixed assets obtained under finance lease arrangements. The secured loans are: |(` crores)|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Short-term borrowings|185.56|127.09|114.27|127.26|299.83|254.35| |Secured borrowings from entity other than banks|-|33.58|-|-|-|33.58| |Unsecured loans repayable on demand from banks|-|93.51|-|-|-|93.51| |Unsecured loans: overdraft from bank|185.56|-|-|-|185.56|-| |Secured loans: long-term maturities of finance lease obligations|-|-|113.69|126.21|113.69|126.21| |Unsecured borrowings from entity other than banks|-|-|0.58|1.05|0.58|1.05| # Trade payables (current liabilities) Trade payables (current liabilities), representing payables for purchase of goods and services increased from ` 5,536.02 crores as at March 31, 2014 to ` 8,830.93 crores as at March 31, 2015. As percentage of revenue, trade payables have increased to 9.33% in fiscal 2015 from 6.77% in fiscal 2014. The increase is primarily attributable to the one-time employee reward of ` 2,627.91 crores constituting 2.78% of revenues. # Deferred tax liability (net) and deferred tax assets (net) As stated in the accounting policies, deferred tax assets and liabilities are offset, tax jurisdiction-wise. Note 6 to the consolidated financial statements brings out details of component-wise deferred tax balances where the net values result into liabilities or assets, jurisdiction-wise. Deferred tax liability or asset is recognised on timing difference being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Such timing differences resulting in deferred tax liability or asset usually arise on branch profit tax, depreciation and employee benefit expenses. The net deferred tax liability was ` 342.96 crores as at March 31, 2015. (` 308.80 crores as at March 31, 2014). As at March 31, 2015, the net deferred tax asset had a balance of ` 593.94 crores (` 420.06 crores as at March 31, 2014). The Company assesses the likelihood of deferred tax assets getting recovered from future taxable income. # Management Discussion and Analysis 75 # Annual Report 2014-15 # Other current and long-term liabilities | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Other current liabilities|Other long-term liabilities|Total other liabilities| | | | | |Income received in advance|1,062.31|1,050.73|-|-|1,062.31|1,050.73| |Advance received from customers|130.76|62.81|-|-|130.76|62.81| |Other payables|2,317.90|2,413.00|-|-|2,317.90|2,413.00| |Other liabilities|135.62|94.70|825.02|743.07|960.64|837.77| |Total|3,646.59|3,621.24|825.02|743.07|4,471.61|4,364.31| # Other current liabilities Other current liabilities increased to ` 3,646.59 crores as at March 31, 2015 (` 3,621.24 crores as at March 31, 2014). The increase was primarily due to: - increase in income received in advance to ` 1,062.31 crores as at March 31, 2015 (` 1,050.73 crores as at March 31, 2014)."
+"Income received in advance represents advance billings to customers not recognised as revenue - increase in advance received from customers ` 130.76 crores as at March 31, 2015 (` 62.81 crores as at March 31, 2014) - increase in other liabilities to ` 135.62 crores, mainly on account of (1) current maturities of finance lease obligations ` 57.40 crores as at March 31, 2015 (` 42.05 crores as at March 31, 2014) and (2) operating lease liabilities ` 57.50 crores as at March 31, 2015 (` 37.09 crores as at March 31, 2014) offset by decrease in other payables to ` 2,317.90 crores as at March 31, 2015 (` 2,413.00 crores as at March 31, 2014). Other payables include (1) statutory liabilities ` 1,143.66 crores as at March 31, 2015 (` 1,179.52 crores as at March 31, 2014), (2) capital creditors ` 337.41 crores as at March 31, 2015 (` 487.53 crores as at March 31, 2014) and (3) liabilities for cost related to customer contracts ` 727.79 crores as at March 31, 2015 (` 648.11 crores as at March 31, 2014). # Other long-term liabilities Other long-term liabilities increased to ` 825.02 crores as at March 31, 2015 (` 743.07 crores as at March 31, 2014). The increase was primarily attributable to: - increase in lease rental liabilities to ` 344.51 crores as at March 31, 2015 (` 292.71 crores as at March 31, 2014) - increase in other liabilities to ` 412.98 crores as at March 31, 2015 (` 358.09 crores as at March 31, 2014) - offset by decrease in capital creditors to ` 67.53 crores as at March 31, 2015 (` 92.27 crores as at March 31, 2014). # Management Discussion and Analysis 76 # Short-term and long-term provisions | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Short-term provisions|1,356.15|1,046.90|203.39|274.91|1,559.54|1,321.81| |Proposed final dividend on equity shares|4,700.95|3,917.46|-|-|4,700.95|3,917.46| |Proposed final dividend on redeemable preference shares|-|28.76|-|-|-|28.76| |Tax on dividend|947.68|683.13|-|-|947.68|683.13| |Current income taxes (net)|547.34|672.10|-|-|547.34|672.10| |Provision for foreseeable loss on a long-term contract|103.04|37.61|94.48|110.68|197.52|148.29| |Total|7,655.16|6,385.96|297.87|385.59|7,953.03|6,771.55| The increase in short-term provisions was mainly attributable to: - proposed final dividend on equity shares ` 4,700.95 crores as at March 31, 2015 (` 3,917.46 crores as at March 31, 2014) - provision for employee benefits ` 1,356.15 crores as at March 31, 2015 (` 1,046.90 crores as at March 31, 2014) - tax on dividend ` 947.68 crores as at March 31, 2015 (` 683.13 crores as at March 31, 2014) - offset by provision for current taxes ` 547.34 crores as at March 31, 2015 (` 672.10 crores as at March 31, 2014). # Fixed assets File: AR_TCS_2014_2015.md Additions to the gross block in fiscal 2015 amounted to ` 3,662.91 crores (` 2,284.07 crores in fiscal 2014). The Company has been investing in infrastructure development across various locations in India to meet its growing business needs. In fiscal 2015, TCS has invested in state-of-the-art facilities at Mumbai, Ahmedabad, Chennai, Kochi, Hyderabad, Bhubaneswar, Kolkata, Nagpur, Trivandrum and Pune for significant capacities. # Goodwill on consolidation Goodwill on consolidation represents the excess of purchase consideration over net asset value of acquired subsidiaries on the date of such acquisition. Such goodwill is tested for impairment annually or more frequently, if there are indications for impairment. Goodwill on consolidation as at March 31, 2015 stood at ` 2,093.22 crores (` 2,268.78 crores as at March 31, 2014). Significant acquisitions over the years which resulted in goodwill were Alti SA, TCS Do Brasil Ltda, TCS Financial Solutions Australia Holdings Pty Limited, Diligenta Limited and TCS Switzerland Ltd. In fiscal 2015, acquisition of a controlling interest (51%) in ITF from Mitsubishi Corporation resulted in goodwill of ` 51.61 crores. Most of these acquisitions are contributing significantly to the overall financial performance of the Company. Management Discussion and Analysis # Annual Report 2014-15 # Overview of funds invested | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Investments|1,492.60|1,158.47|169.18|2,275.27|1,661.78|3,433.74| |Deposits with banks|16,734.34|13,485.73|500.49|1,502.31|17,234.83|14,988.04| |Inter-corporate deposits*|1,083.00|1,872.00|1,572.00|938.00|2,655.00|2,810.00| |Cash and bank balances|1,821.70|956.11|-|-|1,821.70|956.11| |Total|21,131.64|17,472.31|2,241.67|4,715.58|23,373.31|22,187.89| *These are interest-bearing deposits placed with non-related corporates, which have high credit-rating assigned by international and domestic credit-rating agencies."
+"Investible funds went up by ` 1,185.42 crores (` 22,187.89 crores as at March 31, 2014 to ` 23,373.31 crores as at March 31, 2015), mainly driven by: - increase in deposits with banks by ` 2,246.79 crores - increase in cash and bank balances by ` 865.59 crores - offset by (a) decrease in investments of ` 1,771.96 crores primarily comprising redemption of bonds and debentures and (b) decrease in inter-corporate deposits by ` 155.00 crores. # Acquisition / amalgamation Details of acquisition / amalgamation are given in note 30 to the consolidated financial statements. On July 1, 2014, TCS Ltd, through its wholly owned subsidiary Tata Consultancy Services Asia Pacific Pte Ltd., acquired controlling interest (51%) in ITF from Mitsubishi Corporation in Japan. On September 16, 2014, TCS Ltd acquired the balance 40% equity shares of Tata Consultancy Services (Africa) (Pty) Ltd., making it a wholly owned subsidiary of TCS Ltd. On March 25, 2015, TCS Ltd subscribed to 100% share capital of TCS Foundation, a not for profit initiative registered under section 8 of the Companies Act, 2013 with a paid up capital of ` 1.00 crore. This company aims at promoting projects and / or programmes relating to corporate social responsibility. In March 2015, WTI Advanced Technology Limited, a wholly owned subsidiary of TCS Ltd amalgamated with TCS Ltd in accordance with the terms of the composite scheme of amalgamation (Scheme) sanctioned by the High Court of Judicature at Bombay, vide order dated March 27, 2015. The Scheme is effective from April 1, 2014. At their respective meetings held on October 16, 2014, the Boards of TCS Ltd and of its subsidiary, CMC Limited have approved a scheme of amalgamation of CMC Limited with TCS Ltd. The appointed date for the proposed scheme is April 1, 2015. The scheme is subject to sanction by the Hon'ble High Courts and all other statutory approvals as may be required under law. # Unbilled revenue Unbilled revenue as percentage of revenue declined to 4.04% in fiscal 2015 from 4.90% in fiscal 2014. # Trade receivables (net) As a percentage of revenue, trade receivables decreased from 22.28% as at March 31, 2014 to 21.59% as at March 31, 2015. The Company monitors trade receivables closely. 78 Management Discussion and Analysis # Short-term and long-term loans and advances | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Short-term loans and advances|(` crores)|(` crores)|Long-term loans and advances|(` crores)|Total loans and advances|(` crores)| |Loans and advances to employees|335.64|311.24|9.05|7.28|344.69|318.52| |Advance tax [including refund receivable (net)]|74.93|33.83|4,092.34|3,067.16|4,167.27|3,100.99| |MAT credit entitlement|5.25|10.50|1,899.76|1,885.46|1,905.01|1,895.96| |Inter-corporate deposits|1,083.00|1,872.00|1,572.00|938.00|2,655.00|2,810.00| |Prepaid expenses|1,512.13|1,122.53|534.25|217.66|2,046.38|1,340.19| |Capital advances|-|-|206.71|356.97|206.71|356.97| |Others|1,135.50|960.70|840.81|814.09|1,976.31|1,774.79| |Total|4,146.45|4,310.80|9,154.92|7,286.62|13,301.37|11,597.42| Loans and advances as at March 31, 2015 increased by ` 1,703.94 crores arising out of increase in long-term loans and advances by ` 1,868.30 crores, offset by a net decrease in short-term loans and advances of ` 164.36 crores. The increase in long-term loans and advances was primarily attributable to: - increase in advance tax (net of provision for taxes) ` 1,025.18 crores against demands from tax authorities, which have been contested by the Company - increase in long-term inter-corporate deposits ` 634.00 crores This was partially offset by: - decrease in inter-corporate deposits by ` 789.00 crores - increase in prepaid expenses related to large projects ` 389.60 crores - increase in other short term loans and advances ` 174.80 crores - increase in advance tax ` 41.10 crores # Other current and non-current assets | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Other current assets|(` crores)|(` crores)|Other non-current assets|(` crores)|Total other assets|(` crores)| |Interest receivable|331.93|727.41|24.37|34.55|356.30|761.96| |Long term bank deposits|-|-|500.49|1,502.31|500.49|1,502.31| |Other non-current assets|-|-|0.44|8.47|0.44|8.47| |Other current assets|4.89|7.95|-|-|4.89|7.95| |Total|336.82|735.36|525.30|1,545.33|862.12|2,280.69| Other current and non-current assets as at March 31, 2015 reduced by ` 1,418.57 crores primarily on account of: - decrease in interest receivable of ` 405.66 crores - decrease in long term bank deposits of ` 1,001.82 crores."
+"Management Discussion and Analysis 79 # Annual Report 2014-15 # CASH FLOW -- CONSOLIDATED The Company's cash flows from operating, investing and financing activities, as reflected in the consolidated statement of cash flow, is summarised in the table below: # Summary of cash flow statement: | |Fiscal 2015|Fiscal 2014| |---|---|---| |Net cash provided by/ (used in) Operating activities|19,368.78|14,751.41| |Investing activities|(1,701.32)|(9,667.08)| |Financing activities|(17,167.61)|(5,673.24)| |Exchange difference on translation of foreign currency cash and cash equivalents|(105.82)|215.41| |Net (decrease)/ increase in cash and cash equivalents after translation|394.03|(373.50)| # Cash flows from operating activities | |Fiscal 2015|Fiscal 2014| |---|---|---| |Profit before tax|26,298.49|25,401.86| |Adjustments: depreciation and amortisation|1,308.94|1,349.15| |Other non-cash adjustments|233.44|(16.81)| |Non operating income (net)|(1,737.55)|(1,488.37)| |Effect of working capital changes|747.22|(3,450.79)| |Cash generated from operations|26,850.54|21,795.04| |Taxes paid|(7,481.76)|(7,043.63)| |Net cash provided by operating activities|19,368.78|14,751.41| Cash generated from operations, post adjustments to profit before tax, has gone up from ` 21,795.04 crores in fiscal 2014 to ` 26,850.54 crores in fiscal 2015, registering a growth of 23.20% over the previous fiscal. In fiscal 2015, an additional amount of ` 747.22 crores (` 3,450.79 crores used in fiscal 2014) was released in working capital. The incremental tax paid in fiscal 2015 was ` 438.13 crores. The resultant net cash inflow from operating activities was ` 19,368.78 crores (` 14,751.41 crores in fiscal 2014). # Cash flows from investing activities | |Fiscal 2015|Fiscal 2014| |---|---|---| |Fixed asset (net)|(2,942.50)|(3,112.32)| |Other investments (net)|2,064.79|(1,286.72)| |Fixed deposits with banks (net) having maturity over three months|(2,644.38)|(7,067.37)| |Inter - corporate deposits (net)|155.00|874.77| |Interest received|1,994.40|1,367.72| |Other items (net)|(328.63)|(443.16)| |Net cash used in investing activities|(1,701.32)|(9,667.08)| During fiscal 2015, the significant uses of cash in investing activities were purchase of fixed assets, inter-corporate deposits and investment in fixed deposits. The other investments (net), included payment for acquisition of a controlling interest (51%) in ITF from Mitsubishi Corporation for ` 263.65 crores. Interest on funds invested went up by 45.82%, from ` 1,367.72 crores in fiscal 2014 to ` 1,994.40 crores in fiscal 2015. # Cash flows from financing activities | |Fiscal 2015|Fiscal 2014| |---|---|---| |Dividends paid including dividend tax|(17,105.57)|(5,520.03)| |Other payments|(62.04)|(153.21)| |Net cash used in financing activities|(17,167.61)|(5,673.24)| In fiscal 2015, dividend paid includes the final dividend payout and tax thereon for fiscal 2014 approved by the shareholders at the last annual general meeting (` 20 per share). In addition, the dividend paid includes the interim dividend of fiscal 2015 (` 15 per share) and a special dividend (` 40 per share). Other payments in fiscal 2015 include net payments related to borrowings."
+"# Management Discussion and Analysis # TCS'S PERFORMANCE TREND (INDIAN GAAP CONSOLIDATED) # PERFORMANCE SUMMARY | |Fiscal 2015*|Fiscal 2015**|Fiscal 2014|Fiscal 2013|Fiscal 2012|Fiscal 2011|Fiscal 2010|Fiscal 2009|Fiscal 2008|Fiscal 2007|Fiscal 2006| |---|---|---|---|---|---|---|---|---|---|---|---| |Total revenue|94,648.41|94,648.41|81,809.36|62,989.48|48,893.83|37,324.51|30,028.92|27,812.88|22,619.52|18,685.21|13,263.99| |India delivery center|43,723.90|43,723.90|39,204.02|30,571.21|24,725.61|19,020.57|15,314.75|12,293.29|9,477.58|7,567.51|4,960.73| |Others|50,924.51|50,924.51|42,605.34|32,418.27|24,168.22|18,303.94|14,714.17|15,519.59|13,141.94|11,117.70|8,303.26| |North America|49,085.94|49,085.94|43,385.87|33,854.40|26,064.25|20,107.48|15,855.37|14,290.93|11,388.49|9,796.25|7,568.80| |UK|15,783.29|15,783.29|14,251.38|10,760.53|7,453.28|5,770.80|4,860.18|5,282.46|4,497.51|3,791.03|2,058.92| |Europe|10,946.34|10,946.34|9,181.32|6,052.88|4,928.25|3,479.87|3,149.39|2,929.76|2,105.51|1,529.45|916.42| |India|6,107.55|6,107.55|5,487.80|4,890.26|4,202.29|3,435.06|2,597.90|2,182.12|2,045.62|1,681.99|1,656.91| |New growth markets|12,725.27|12,725.27|9,502.99|7,431.41|6,245.76|4,531.31|3,566.08|3,127.61|2,582.39|1,886.49|1,062.94| |Employee and BA related cost|57,144.60|54,516.69|45,424.67|35,685.60|27,097.96|20,549.34|16,327.72|15,597.77|12,261.54|9,847.00|6,772.60| |Other costs|13,022.10|13,022.10|11,231.90|9,263.97|7,360.56|5,596.81|5,006.65|5,045.31|4,646.60|3,699.36|2,807.09| |Total cost (excluding interest & depreciation)|70,166.70|67,538.79|56,656.57|44,949.57|34,458.52|26,146.15|21,334.37|20,643.08|16,908.14|13,546.36|9,579.69| |EBIDTA (before other income)|24,481.71|27,109.62|25,152.79|18,039.91|14,435.31|11,178.36|8,694.55|7,169.80|5,711.38|5,138.85|3,684.30| |Profit before tax|25,808.74|28,436.65|25,401.86|18,089.73|13,923.31|11,020.62|8,289.63|6,150.07|5,845.95|4,918.28|3,506.62| |Profit after tax|19,852.18|21,911.85|19,163.87|13,917.31|10,413.49|9,068.04|7,000.64|5,256.42|5,026.02|4,212.63|2,966.74| |Equity share capital|195.87|195.87|195.87|195.72|195.72|195.72|195.72|97.86|97.86|97.86|48.93| |Reserves and surplus|50,438.89|58,139.66|48,998.89|38,350.01|29,283.51|24,209.09|18,171.00|15,502.15|12,102.26|8,752.24|5,949.88| |Gross block|17,316.05|17,316.05|13,897.41|11,622.99|9,447.83|7,792.24|6,419.51|5,843.86|4,291.80|3,197.71|1,951.04| |Total investments|1,661.78|1,661.78|3,433.74|1,897.34|1,350.33|1,762.67|3,682.08|1,614.41|2,606.16|1,256.87|704.62| |Net current assets|28,494.76|36,188.94|27,227.38|19,733.75|12,672.65|9,790.38|7,395.02|7,544.12|5,553.32|4,331.11|2,867.18| |EPS - as reported|101.35|111.87|97.67|70.99|53.07|46.27|35.67|53.63|51.36|43.05|60.63| |EPS - adjusted for bonus issue|101.35|111.87|97.67|70.99|53.07|46.27|35.67|26.81|25.68|21.53|15.16| |Headcount (including subsidiaries) as on March 31st|319,656|319,656|300,464|276,196|238,583|198,614|160,429|143,761|111,407|89,419|66,480| *as reported **excluding impact of one-time employee reward Management Discussion and Analysis 81 # Annual Report 2014-15 # RATIO ANALYSIS |Ratio Analysis|Units|Fiscal 2015*|Fiscal 2015**|Fiscal 2014|Fiscal 2013|Fiscal 2012|Fiscal 2011|Fiscal 2010|Fiscal 2009|Fiscal 2008|Fiscal 2007|Fiscal 2006| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - financial performance| | | | | | | | | | | | | |Employee cost/total revenue|%|53.80|51.03|49.49|50.68|50.48|50.38|50.17|52.07|50.45|48.17|46.08| |Other operating cost/total revenue|%|20.33|20.33|19.77|20.68|19.99|19.67|20.88|22.15|24.30|24.32|26.15| |Total cost/total revenue|%|74.13|71.36|69.25|71.36|70.48|70.05|71.05|74.22|74.75|72.50|72.22| |EBIDTA (before other income)/total revenue|%|25.87|28.64|30.75|28.64|29.52|29.95|28.95|25.78|25.25|27.50|27.78| |Profit before tax/total revenue|%|27.27|30.04|31.05|28.72|28.48|29.53|27.61|22.11|25.84|26.32|26.44| |Tax/total revenue|%|6.59|7.18|7.42|6.37|6.95|4.91|3.99|3.02|3.48|3.55|3.84| |Effective tax rate - tax/PBT|%|23.72|23.51|23.90|22.19|24.42|16.61|14.44|13.64|13.45|13.50|14.53| |Profit after tax/total revenue|%|20.97|23.15|23.43|22.09|21.30|24.30|23.31|18.90|22.22|22.55|22.37| |Ratios - growth| | | | | | | | | | | | | |Total revenue|%|15.69|15.69|29.88|28.83|31.00|24.30|7.97|22.96|21.06|40.87|36.06| |EBIDTA (before other income)|%|(2.67)|7.78|39.43|24.97|29.14|28.57|21.27|25.54|11.14|39.48|30.94| |Profit after tax|%|3.59|14.34|37.70|33.65|14.84|29.53|33.18|4.58|19.31|42.00|50.07| |Ratios - Balance Sheet| | | | | | | | | | | | | |Debt-equity ratio|Times|0.01|0.01|0.01|0.01|0.00|0.00|0.01|0.04|0.04|0.06|0.02| |Current ratio|Times|2.40|3.91|2.74|2.69|2.22|2.35|1.88|2.26|2.24|2.24|2.25| |Days sales outstanding (DSO) in ` terms|Days|79|79|81|82|86|80|71|79|87|84|90| |Days sales outstanding (DSO) in $ terms|Days|78|78|82|82|81|82|74|74|87|88|90| |Invested funds / total assets|%|43.51|38.02|43.01|36.38|34.81|36.81|45.68|26.29|28.97|27.03|17.67| |Capital expenditure / total revenue|%|3.11|3.11|3.80|4.18|4.06|4.85|3.43|3.95|5.58|6.64|4.69| |Operating cash flows / total revenue|%|20.46|20.46|18.03|18.44|14.27|17.72|24.66|19.45|17.22|18.58|18.76| |Free cash flow/operating cash flow ratio|%|84.81|84.81|78.90|77.33|71.52|72.66|86.07|79.70|67.60|64.25|74.97| |Depreciation / average gross block|%|11.53|11.53|10.57|10.25|10.65|10.35|10.78|11.13|15.05|17.10|18.09| |Ratios - per share| | | | | | | | | | | | | |EPS - adjusted for bonus `|`|101.35|111.87|97.67|70.99|53.07|46.27|35.67|26.81|25.68|21.53|15.16| |Price earning ratio, end of year|Times|25.13|22.77|21.79|22.14|22.01|25.56|21.89|10.07|15.79|28.97|31.57| |Dividend per share|`|79.00|79.00|32.00|22.00|25.00|14.00|20.00|14.00|14.00|13.00|13.50| |Dividend per share - adjusted for bonus `|`|79.00|79.00|32.00|22.00|25.00|14.00|20.00|7.00|7.00|5.75|3.38| |Market capitalization/total revenue|Times|5.27|5.27|5.10|4.88|4.67|6.20|5.09|1.90|3.51|6.53|7.06| *as reported **excluding impact of one-time employee reward # Management Discussion and Analysis # FINANCIAL PERFORMANCE UNCONSOLIDATED The management discussion and analysis given below relate to the audited financial statements of Tata Consultancy Services Limited (hereinafter referred to as TCS Limited, TCS Ltd or TCSL). The discussion should be read in conjunction with the financial statements and related notes to the financial statements for the year ended March 31, 2015. # SUMMARY Revenue of TCS Limited aggregated ` 73,578.06 crores in fiscal 2015 as compared to ` 64,672.93 crores in fiscal 2014, registering a growth of 13.77%. In fiscal 2015, there was a major one-time adjustment in the statement of profit and loss namely, a special, one-time reward to eligible employees, which increased the employee expenses by ` 2,326.42 crores. # Other significant financial parameters are: - Earnings before interest, tax, depreciation and amortisation (EBITDA) excluding the one-time adjustment for employee reward aggregated ` 23,354.62 crores in fiscal 2015 (` 21,533.72 crores in fiscal 2014), a growth of 8.46%. The EBITDA as reported aggregated ` 21,028.20 crores. - Profit before tax (PBT) excluding one-time adjustment for employee reward aggregated ` 26,876.39 crores in fiscal 2015 (` 23,544.47 crores in fiscal 2014), registering a growth of 14.15%. The PBT as reported aggregated ` 24,549.97 crores. - Profit after tax (PAT) excluding one-time adjustment for employee reward aggregated ` 21,091.43 crores in fiscal 2015 (` 18,474.92 crores in fiscal 2014), registering a growth of 14.16%. The PAT as reported aggregated ` 19,256.96 crores. - Earnings per share (EPS) excluding one-time adjustment for employee reward was ` 107.68 in fiscal 2015 (` 94.15 in fiscal 2014), registering a growth of 14.37%. The EPS as reported was ` 98.31. # DIVIDEND Decision on dividend is based on Tata Consultancy Services Limited (unconsolidated) financials which excludes the performance of subsidiaries of TCS Limited. The board of directors decides on interim dividend based on the performance of TCSL during the course of the year. For fiscal 2015, TCSL declared three interim dividends of ` 5 per equity share and a special dividend of ` 40 per equity share. A final dividend of ` 24 per equity share has been recommended by the board of directors at its meeting held on April 16, 2015. Post approval of final dividend of ` 24 per equity share by the shareholders, the total dividend for fiscal 2015 would aggregate ` 79 per equity share (dividend for fiscal 2014 ` 32 per equity share)."
+"Management Discussion and Analysis 83 # Annual Report 2014-15 # DISCUSSIONS ON FINANCIAL PERFORMANCE - UNCONSOLIDATED The following table gives an overview of the financial results of TCS Limited: | |Fiscal 2015 - as reported|Fiscal 2015 - excluding one-time employee reward|Fiscal 2014| |---|---|---|---| |Revenue from operations|73,578.06 ` crores|73,578.06 ` crores|64,672.93 ` crores| | |100.00 %|100.00 %|100.00 %| |Expenses:| | | | |Employee benefit expenses|27,368.32|25,041.90|21,466.56| | |37.19 %|34.03 %|33.19 %| |Overseas business expenses (employee allowances paid overseas)|10,886.90|10,886.90|9,316.28| | |14.80 %|14.80 %|14.41 %| |Services rendered by business associates (BA) and others|5,046.61|5,046.61|4,398.42| | |6.86 %|6.86 %|6.80 %| |Total employee and BA related expenses|43,301.83|40,975.41|35,181.26| | |58.85 %|55.69 %|54.40 %| |Overseas business expenses (other than employee allowance paid overseas)|930.73|930.73|833.09| | |1.27 %|1.27 %|1.29 %| |Operation and other expenses|8,317.30|8,317.30|7,124.86| | |11.30 %|11.30 %|11.01 %| |Total expenses|52,549.86|50,223.44|43,139.21| | |71.42 %|68.26 %|66.70 %| |Earnings before interest, tax, depreciation and amortization (EBITDA)|21,028.20|23,354.62|21,533.72| | |28.58 %|31.74 %|33.30 %| |Other income (net) excluding dividend income|3,131.60|3,131.60|1,503.76| | |4.26 %|4.26 %|2.33 %| |Dividend income|1,335.13|1,335.13|1,610.95| | |1.81 %|1.81 %|2.49 %| |Finance costs|79.57|79.57|23.41| | |0.11 %|0.11 %|0.04 %| |Depreciation and amortisation expense|1,393.77|1,393.77|1,080.55| | |1.89 %|1.89 %|1.67 %| |Profit before exceptional item and tax|24,021.59|26,348.01|23,544.47| | |32.65 %|35.81 %|36.41 %| |Exceptional Item|528.38|528.38|-| | |0.72 %|0.72 %| | |Profit before tax (PBT)|24,549.97|26,876.39|23,544.47| | |33.37 %|36.53 %|36.41 %| |Tax expense|5,293.01|5,784.96|5,069.55| | |7.20 %|7.86 %|7.84 %| |Profit for the year (PAT)|19,256.96|21,091.43|18,474.92| | |26.17 %|28.67 %|28.57 %| The growth in operating parameters in the table above and also in other tables in the following discussions have been analysed with respect to performance prior to the impact of one-time employee reward. Revenue from operations increased from ` 64,672.93 crores in fiscal 2014 to ` 73,578.06 crores in fiscal 2015, adversely affected by exchange rate fluctuations (-0.67% in fiscal 2015; 13.11% in fiscal 2014). The business growth in fiscal 2015 was at 14.44% (20.44%). # Management Discussion and Analysis # Expenses # Employee and BA related expenses | |Fiscal 2015 - as reported|Fiscal 2015 - excluding one-time employee reward|Fiscal 2014| |---|---|---|---| |Employee benefit expenses|27,368.32 crores|25,041.90 crores|21,466.56 crores| | |37.19%|34.03%|33.19%| |Overseas business expenses|10,886.90 crores|10,886.90 crores|9,316.28 crores| | |14.80%|14.80%|14.41%| |Services rendered by business associates (BA) and others|5,046.61 crores|5,046.61 crores|4,398.42 crores| | |6.86%|6.86%|6.80%| |Total|43,301.83 crores|40,975.41 crores|35,181.26 crores| | |58.85%|55.69%|54.40%| Total employee and BA related expenses excluding one-time employee reward have increased by 16.47% from ` 35,181.26 crores in fiscal 2014 to ` 40,975.41 crores in fiscal 2015. These costs as a percentage of revenue were 55.69 % in fiscal 2015 (54.40% in fiscal 2014). Total employee and BA related expenses as reported aggregated ` 43,301.83 crores representing 58.85% of revenue. Overseas business expenses (other than employee allowances paid overseas) went up marginally from ` 833.09 crores (1.29 % of revenue) in fiscal 2014 to ` 930.73 crores (1.27 % of revenue) in fiscal 2015. # Operation and other expenses | |Fiscal 2015|Fiscal 2014| |---|---|---| |Software, hardware and material costs|2,932.16 crores (3.99%)|2,442.64 crores (3.78%)| |Communication expenses|641.50 crores (0.87%)|529.48 crores (0.82%)| |Travelling and conveyance expenses|812.94 crores (1.10%)|671.40 crores (1.04%)| |Rent|1,072.70 crores (1.46%)|1,044.05 crores (1.61%)| |Legal and professional fees|333.54 crores (0.45%)|277.84 crores (0.43%)| |Repairs and maintenance|491.18 crores (0.66%)|404.36 crores (0.62%)| |Electricity expenses|493.36 crores (0.67%)|463.25 crores (0.72%)| |Recruitment and training expenses|235.10 crores (0.33%)|205.06 crores (0.31%)| |Others|1,304.82 crores (1.77%)|1,086.78 crores (1.68%)| |Total|8,317.30 crores (11.30%)|7,124.86 crores (11.01%)| Operation and other expenses as percentage of revenue increased marginally from 11.01% in fiscal 2014 to 11.30 % in fiscal 2015. # Earnings before interest, tax, depreciation and amortization (EBITDA) In fiscal 2015 EBITDA excluding the impact of one-time employee reward was ` 23,354.62 (31.74 % of revenue) as compared to ` 21,533.72 crores (33.30% of revenue) in fiscal 2014. The decrease in the EBITDA of 1.56% as a percentage of revenue during fiscal 2015 was primarily attributable to increase in employee and BA related costs by 1.29%. EBITDA as reported aggregated ` 21,028.20 crores. # Annual Report 2014-15 # Other income (net) | |Fiscal 2015| |Fiscal 2014| | |---|---|---|---|---| |Dividend income|1,335.13|1.81|1,610.95|2.49| |Interest income|1,554.93|2.11|1,280.07|1.98| |Exchange gain (net)|1,278.63|1.74|5.00|0.01| |Profit on redemption of mutual funds and sale of other investments (net)|225.99|0.31|162.77|0.25| |Others (net)|72.05|0.10|55.92|0.09| |Total|4,466.73|6.07|3,114.71|4.82| The increase in other income of 1.25 % as a percentage of revenue, is primarily attributable to: - increase in exchange gain (net) 1.73% - offset by decrease in dividend received from subsidiaries 0.68%. # Depreciation and amortisation Depreciation and amortisation increased from ` 1,080.55 crores in fiscal 2014 (1.67% of revenue) to ` 1,393.77 crores in fiscal 2015 (1.89% of revenue)."
+"The increase was spread across all asset groups, mainly attributable to freehold buildings, computers, electrical installation, leasehold improvements and furniture and fixtures. # Exceptional Item In fiscal 2015, as mentioned earlier, there is a one-time credit item of ` 528.38 crores shown under the head 'exceptional item'. This is the net impact of change in accounting policy for depreciation relating to both (1) change in the method of depreciation and (2) change in the useful life of fixed assets, necessitated due to implementation of the Companies Act, 2013. Depreciation is now provided on straight line basis on all assets as against the policy of providing on written down value basis on some assets and on straight line basis for others. The remaining useful life has also been revised wherever appropriate, based on an evaluation. # Profit before tax (PBT) In fiscal 2015, PBT before adjustment of one-time employee reward was ` 26,876.39 crores (` 23,544.47 crores in fiscal 2014). As a percentage of revenue, PBT increased from 36.41% in fiscal 2014 to 36.53% in fiscal 2015. The increase of 0.12% is mainly due to: - increase in exchange gain (net) 1.73% - impact of exceptional item relating to change in accounting policy 0.72% - offset by - decrease in EBITDA 1.56% - decrease in dividend income 0.68%. In fiscal 2015, PBT as reported, after impact of one-time employee reward, was ` 24,549.97 crores representing 33.37% of revenue. # Tax expense Tax expense before accounting of one-time employee reward increased to ` 5,784.96 crores in fiscal 2015 from ` 5,069.55 crores in fiscal 2014. As a percentage of revenue, it has increased from 7.84% in fiscal 2014 to 7.86% in fiscal 2015. The effective tax rate has decreased from 21.53% in fiscal 2014 to 21.52% in fiscal 2015. In fiscal 2015, tax expense as reported, after impact of one-time employee reward, was ` 5,293.01 crores (7.20% of revenue). The effective tax rate was 21.56%. # Profit for the year (PAT) The net profit in fiscal 2015, prior to adjustment of one-time employee reward, was ` 21,091.43 crores (28.67% of revenue) as compared to ` 18,474.92 crores in fiscal 2014 (28.57% of revenue). In fiscal 2015, the PAT as reported was ` 19,256.96 crores (26.17% of revenue). 86 Management Discussion and Analysis # FINANCIAL POSITION - UNCONSOLIDATED # Share capital There has been no change in the position of authorised, issued, subscribed and paid up capital during fiscal 2015. # Reserves and surplus General reserve as at March 31, 2014 was ₹ 5,161.20 crores. On transfer of ₹ 1,925.69 crores from the profit and loss account and adjusting the reserve on account of merger of WTI Advanced Technology Limited into TCSL, the general reserve as at March 31, 2015 increased to ₹ 7,052.69 crores. Foreign currency translation reserve was ₹ 218.46 crores as at March 31, 2015 (₹ 225.85 crores as at March 31, 2014). The closing balance in hedging reserve account, arising out of cash flow hedges as at March 31, 2015 showed an accumulated gain of ₹ 150.75 crores (₹ 29.64 crores as at March 31, 2014). Note 39 to the unconsolidated financial statements gives details of movements in the hedging reserve account. Balance in the statement of profit and loss as at March 31, 2015 was ₹ 35,779.06 crores (₹ 36,420.45 crores as at March 31, 2014) after appropriation towards dividend on equity shares, tax on dividend, write back of tax on dividend of prior year and transfer to general reserve. Reserves and surplus as at March 31, 2015 were ₹ 45,220.57 crores (₹ 43,856.01 crores, as at March 31, 2014), an increase of 3.11%. # Borrowings # Long-term borrowings Long-term borrowings as at March 31, 2015 aggregated ₹ 64.71 crores (₹ 89.69 crores as at March 31, 2014) primarily due to finance lease obligations of ₹ 64.13 crores (₹ 88.64 crores as at March 31, 2014) which are secured against fixed assets. For details refer note 34 'obligations towards finance leases' to the unconsolidated financial statements. # Deferred tax liability (net) and deferred tax assets (net) As stated in the accounting policies, deferred tax assets and liabilities are offset, tax jurisdiction-wise. Note 6 to the unconsolidated financial statements brings out details of component-wise deferred tax balances where the net values result into liabilities or assets, jurisdiction-wise."
+"Deferred tax liability or asset is recognised on timing difference being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Such timing differences resulting in deferred tax liability or asset usually arise from items like branch profit tax, depreciation and employee benefit expenses. The net deferred tax liability was ₹ 271.46 crores as at March 31, 2015 (₹ 226.87 crores as at March 31, 2014). As at March 31, 2015, the net deferred tax asset had a balance of ₹ 303.47 crores (₹ 273.58 crores as at March 31, 2014). TCSL assesses the likelihood of deferred tax assets getting recovered from future taxable income. # Other current liabilities and long-term liabilities | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| | | |---|---|---|---|---|---|---|---|---| |Other current liabilities|Income received in advance|₹ 854.67|₹ 753.74|-|-|₹ 854.67|₹ 753.74| | | |Advance received from customers|₹ 26.18|₹ 21.96|-|-|₹ 26.18|₹ 21.96| | | |Other payables and liabilities|₹ 1,610.62|₹ 1,684.62|₹ 722.15|₹ 690.44|₹ 2,332.77|₹ 2,375.06| | | | |Total|₹ 2,491.47|₹ 2,460.32|₹ 722.15|₹ 690.44|₹ 3,213.62|₹ 3,150.76| Other current and long-term liabilities increased to ₹ 3,213.62 crores as at March 31, 2015 (₹ 3,150.76 crores as at March 31, 2014). The increase was primarily due to increase in income received in advance ₹ 100.93 crores offset by decrease in other payables and liabilities ₹ 42.29 crores, mainly on account of: - decrease in capital creditors ₹ 144.43 crores - decrease in statutory current liabilities such as value added tax (VAT), tax deducted at source (TDS) etc ₹ 17.15 crores offset by: - increase in lease rental liabilities ₹ 72.11 crores - net increase in liabilities for cost related to customer contracts ₹ 49.29 crores. Management Discussion and Analysis # Annual Report 2014-15 # Short-term and long-term provisions Provisions aggregated ` 7,146.26 crores as at March 31, 2015 (` 6,107.44 crores as at March 31, 2014). The composition of provisions is given in the table below: | | | | | | | | |(` crores)|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |Short-term provisions| | |Long-term provisions| | | |Total provisions| | | | | | | |Provision for employee benefits|951.52|761.99|32.43| |168.93| |983.95|930.92| | | | | | | |Proposed final dividend on equity shares|4,700.95|3,917.46| |-|-|4,700.95|3,917.46| | | | | | | | |Proposed dividend on redeemable preference shares| |-|28.76|-|-|-|28.76| | | | | | | | |Tax on dividend|939.91|670.66| |-|-|939.91|670.66| | | | | | | | |Current income taxes|323.93|411.35| |-|-|323.93|411.35| | | | | | | | |Provision for foreseeable loss on a long-term contract|103.04|37.61|94.48| |110.68| |197.52|148.29| | | | | | | |Total|7,019.35|5,827.83|126.91| |279.61| |7,146.26|6,107.44| | | | | | | File: AR_TCS_2014_2015.md The increase of 1,038.82 crores in provisions was mainly attributable to: - increase in proposed final dividend on equity shares ` 783.49 crores - increase in tax on dividend ` 269.25 crores - offset by decrease in current income taxes (net) ` 87.42 crores. # Fixed assets Significant additions to gross block in fiscal 2015 were: - land and buildings ` 1,243.63 crores ( ` 531.16 crores in fiscal 2014) - computer equipment ` 711.64 crores (` 766.19 crores in fiscal 2014) - furniture & fixtures and electrical installations ` 442.23 crores (` 417.21 crores in fiscal 2014) - office equipment ` 209.69 crores (` 299.89 crores in fiscal 2014) - leasehold improvements ` 207.97 crores (` 229.72 crores in fiscal 2014). TCSL entered into contractual commitments with vendors who are executing various infrastructure projects. The estimated amounts of such contracts remaining to be executed on capital account were ` 1,844.08 crores as at March 31, 2015 (` 2,811.44 crores as at March 31, 2014)."
+"# Management Discussion and Analysis # Current investments and non-current investments | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Current investments|747.47|733.87|2,651.23|5,098.55|3,398.70|5,832.42| |Investments in bonds and debentures|-|727.87|0.12|2,185.23|0.12|2,913.10| |Investments in fully paid-up equity shares of subsidiaries|-|-|2,492.82|2,473.01|2,492.82|2,473.01| |Investments in fully paid-up preference shares of subsidiaries|-|-|101.75|359.45|101.75|359.45| |Other investments|747.47|6.00|56.54|80.86|804.01|86.86| |Total|747.47|733.87|2,651.23|5,098.55|3,398.70|5,832.42| Decrease in total investments of ` 2,433.72 crores in fiscal 2015 were primarily attributable to: - Decrease in investments in bonds and debentures ` 2,912.98 crores - Decrease in investments in fully paid-up preference shares of subsidiaries ` 257.70 crores - Offset by increase in investments in mutual funds ` 742.15 crores. # Short-term and long-term loans and advances | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Short-term loans and advances|3,352.18|3,688.12|8,452.55|6,875.54|11,804.73|10,563.66| |Capital advances|-|-|201.90|351.99|201.90|351.99| |Security deposits|104.17|63.07|538.00|548.23|642.17|611.30| |Advance tax (including refunds receivable (net))|-|-|3,884.22|2,913.02|3,884.22|2,913.02| |MAT Credit entitlement|-|-|1,801.78|1,810.61|1,801.78|1,810.61| |Other loans and advances|3,248.01|3,625.05|2,026.65|1,251.69|5,274.66|4,876.74| |Total|3,352.18|3,688.12|8,452.55|6,875.54|11,804.73|10,563.66| Loans and advances as at March 31, 2015 increased by ` 1,241.07 crores. The increase was primarily attributable to: - Increase in advance tax ` 971.20 crores, mainly driven by payments made against demands from tax authorities, some of which have been contested by TCSL - Increase in prepaid expenses ` 418.88 crores - Increase in inter-corporate deposits ` 277.00 crores placed with non-related corporate which have high credit ratings - Offset by decrease in capital advances ` 150.09 crores. Management Discussion and Analysis # Annual Report 2014-15 # Other current and non-current assets | |As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---|---| |Other current assets|339.53|715.61| | | | | |Interest receivable|339.53|715.61|24.33|34.52|363.86|750.13| |Long-term bank deposits|-|-|500.00|1,477.00|500.00|1,477.00| |Others|-|24.41|0.35|33.47|0.35|57.88| |Total|339.53|740.02|524.68|1,544.99|864.21|2,285.01| Other current and non-current assets as at March 31, 2015 were lower by ` 1,420.80 crores primarily on account of reduction in long term bank deposits. # Cash & bank balances | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |Short-term bank deposits|16,002.75|12,112.90| |Cash and cash equivalents and earmarked balances with banks|499.75|453.36| |Total|16,502.50|12,566.26| # Management Discussion and Analysis # CASH FLOW - UNCONSOLIDATED TCSL's growth has been financed largely by cash generated from operations. It has sufficient cash generated from operations for meeting its working capital requirements as well as the requirements for capital expenditure. # Banking and financing arrangements As at March 31, 2015, TCSL had available line of credit with multiple banks aggregating ₹ 5,759.00 crores, interchangeable between fund-based and non-fund based limits (₹ 5,334.00 crores as at March 31, 2014). As at March 31, 2015 TCSL had utilised ₹ 1,475.31 crores of these limits (₹ 1,707.50 crores utilised as at March 31, 2014). # Summary of cash flow statement is given below: | |Fiscal 2015|Fiscal 2014| |---|---|---| |Net cash provided by/ (used in) Operating activities|16,319.89|12,941.93| |Investing activities|611.01|(7,189.32)| |Financing activities|(16,914.20)|(5,684.32)| |Net increase / (decrease) in cash and cash equivalents|16.70|68.29| |Adjustment on account of merger|1.97|2.57| |Exchange difference on translation of foreign currency cash and cash equivalents|(27.26)|43.66| |Net increase / (decrease) in cash and cash equivalents after adjustments|(8.59)|114.52| # Cash flows from operating activities | |Fiscal 2015|Fiscal 2014| |---|---|---| |Operating Profit before working capital changes|22,633.58|21,495.39| |Effect of working capital changes|6.88|(2,458.04)| |Taxes paid|(6,320.57)|(6,095.42)| |Net cash provided by operating activities|16,319.89|12,941.93| In fiscal 2015, TCSL generated net cash of ₹ 16,319.89 crores (₹ 12,941.93 crores in fiscal 2014) from operating activities. This is attributable to: - release of additional amount of working capital ₹ 6.88 crores in fiscal 2015 (utilization of ₹ 2,458.04 crores in fiscal 2014) - increase in operating profit before working capital changes to ₹ 22,633.58 crores in fiscal 2015 (₹ 21,495.39 crores in fiscal 2014) - offset by increase in taxes paid ₹ 6,320.57 crores in fiscal 2015 (₹ 6,095.42 crores in fiscal 2014). # Cash flows from investing activities | |Fiscal 2015|Fiscal 2014| |---|---|---| |Fixed assets (net)|(2,564.49)|(2,694.44)| |Trade investments (net)|192.53|29.66| |Mutual Funds (net)|2,451.06|(1,485.84)| |Inter-corporate deposits (net)|103.00|866.77| |Fixed deposit with banks having original maturity over three months (net)|(2,897.58)|(6,783.67)| |Dividends received from subsidiaries (including exchange gain)|1,354.31|1,551.10| |Interest received|1,934.38|1,318.45| |Others|37.80|8.65| |Net cash provided by / (used in) investing activities|611.01|(7,189.32)| In fiscal 2015, cash provided by investing activities was ₹ 611.01 crores (TCSL had used ₹ 7,189.32 crores in fiscal 2014)."
+"During fiscal 2015, cash provided by investing activity was primarily attributable to: - mutual funds (net) ₹ 2,451.06 crores in fiscal 2015 (purchase of mutual funds (net) ₹ 1,485.84 crores in fiscal 2014) - inter-corporate deposits (net) ₹ 103.00 crores in fiscal 2015 (₹ 866.77 crores used in fiscal 2014) - interest received from investments in fixed deposits, inter-corporate deposits and bonds & debentures ₹ 1,934.38 crores in fiscal 2015 (₹ 1,318.45 crores in fiscal 2014) - dividends from subsidiaries ₹ 1,354.31 crores in fiscal 2015 (₹ 1,551.10 crores in fiscal 2014). Use of cash in investing activity was primarily attributable to: - investment in fixed deposits with banks (net) ₹ 2,897.58 crores in fiscal 2015 (₹ 6,783.67 crores in fiscal 2014) - purchase of fixed assets (net) ₹ 2,564.49 crores in fiscal 2015 (₹ 2,694.44 crores in fiscal 2014). # Annual Report 2014-15 # Cash flows from financing activities | |Fiscal 2015|Fiscal 2014| |---|---|---| |Repayment of long term borrowings|(0.47)|(1.24)| |Short term borrowings (net)|185.56|(80.02)| |Dividend paid including dividend tax|(17,020.46)|(5,480.07)| |Interest paid|(78.83)|(22.99)| |Redemption of preference shares|-|(100.00)| |Net cash used in financing activities|(16,914.20)|(5,684.32)| The significant items of cash used in financing activities in fiscal 2015 were payment of dividend ` 17,020.46 crores including dividend tax (` 5,480.07 crores in fiscal 2014) and proceeds from short term borrowings (net) ` 185.56 crores in fiscal 2015 (repayment of ` 80.02 crores in fiscal 2014). # INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY In order to ensure that the policies and procedures adopted by TCSL for conducting its business orderly and efficiently, TCS has aligned its internal financial control systems on lines of globally accepted risk based framework as issued by the committee of sponsoring organisations of the treadway commission (COSO) internal control - integrated framework (2013). The internal financial control system as designed in the COSO framework, has been followed by TCSL, such controls are adequate for TCSL and have been operating effectively. TCS's internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. TCS has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down. TCS uses a state-of-the-art ERP system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices. The audit committee deliberated with the members of the management, considered the systems as laid down and met the statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The audit committee satisfied itself of the adequacy and effectiveness of the internal financial control system as laid down and kept the board of directors informed. TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Deloitte Haskins & Sells LLP) and the audit committee. In line with international practice, the internal audit plan aims at reviewing internal controls and risks in operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including most of the subsidiaries and foreign branches. The audit committee reviews audit reports submitted by the internal auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. # CAUTIONARY STATEMENT Certain statements made in the management discussion and analysis report relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company's operations. These include climatic and economic conditions affecting demand and supply, government regulations and taxation, natural calamities over which the Company does not have any direct control. # Management Discussion and Analysis # Corporate Governance Report Corporate Governance Report 93 # Annual Report 2014-15 # Corporate Governance Report for the year 2014-15 # I."
+"Company's Philosophy on Code of Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a code of conduct for its employees including the managing director and the executive directors. In addition, the Company has adopted a code of conduct for its non-executive directors and independent directors. These codes are available on the Company's website. The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the Tata Code of Conduct for prevention of insider trading and the code of corporate disclosure practices. The Company has in place an information security policy that ensures proper utilisation of IT resources. The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the stock exchanges with regard to corporate governance. # II. Board of Directors i. As on March 31, 2015, the Company has eleven directors. Of the eleven Directors, nine (i.e. 81.82%) are non-executive directors and six (i.e. 54.55%) are independent directors. The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges. ii. None of the directors on the board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the directors. None of the directors are related to each other. iii. Independent directors are non-executive directors as defined under Clause 49(II)(B)(1) of the Listing Agreements entered into with the Stock Exchanges. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013 (""Act""). All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act. iv. The names and categories of the directors on the board, their attendance at board meetings held during the year and the number of directorships and committee chairmanships / memberships held by them in other public companies as on March 31, 2015 are given herein below. Other directorships do not include directorships of private limited companies, Section 8 companies and of companies incorporated outside India. Chairmanships / memberships of board committees shall include only audit committee and stakeholders' relationship committee. # Corporate Governance Report |Name of the Director|Category|Number of board meetings during the year 2014-15|Whether attended last AGM held on June 27, 2014|Number of directorships in other Public Companies|Number of committee positions held in other public companies| |---|---|---|---|---|---| |Mr. Cyrus Mistry (Chairman)|Non-Independent, Non-Executive|7|Yes|9|-| |Mr. S.Ramadorai*|Non-Independent, Non-Executive|4|Yes|N.A.|N.A.| |Mr. N. Chandrasekaran|Non-Independent, Executive|7|Yes|2|1| |Mr. Aman Mehta|Independent, Non-Executive|7|Yes|-|5| |Mr. V. Thyagarajan|Independent, Non-Executive|7|Yes|-|1| |Prof. Clayton M. Christensen|Independent, Non-Executive|7|No|-|-| |Dr. Ron Sommer|Independent, Non-Executive|7|Yes|1|-| |Dr. Vijay Kelkar|Independent, Non-Executive|7|Yes|-|7| |Mr. Ishaat Hussain|Non-Independent, Non-Executive|7|Yes|4|5| |Mr. O. P. Bhatt|Independent, Non-Executive|7|Yes|-|2| |Mr. Phiroz Vandrevala|Non-Independent, Non-Executive|7|Yes|-|2| |Ms. Aarthi Subramanian**|Non-Independent, Executive|1|N.A.|-|1| * Retired as the Director and Vice Chairman of the Company w.e.f October 6, 2014 ** Appointed as an Additional and Executive Director w.e.f March 12, 2015 Video / tele-conferencing facilities are also used to facilitate directors travelling / residing abroad or at other locations to participate in the meetings. Seven board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days. The dates on which the said meetings were held: April 16, 2014; June 27, 2014; July 17, 2014; September 3, 2014; October 16, 2014; January 15, 2015 and March 12, 2015. The necessary quorum was present for all the meetings. During the year 2014-15, information as mentioned in Annexure X to Clause 49 of the Listing Agreements has been placed before the board for its consideration. The terms and conditions of appointment of the independent directors are disclosed on the website of the Company. During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole."
+"The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by the Company. # Annual Report 2014-15 # III. Committees of the board # A. Audit committee 1. The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the stock exchanges read with Section 177 of the Act. 2. The terms of reference of the audit committee are broadly as under: - Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; - Recommend the appointment, remuneration and terms of appointment of auditors of the Company; - Approval of payment to statutory auditors for any other services rendered by the statutory auditors; - Reviewing, with the management, the annual financial statements and auditors' report thereon before submission to the board for approval, with particular reference to: - Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section 3 of section 134 of the Act - Changes, if any, in accounting policies and practices and reasons for the same - Major accounting entries involving estimates based on the exercise of judgment by management - Significant adjustments made in the financial statements arising out of audit findings - Compliance with listing and other legal requirements relating to financial statements - Disclosure of any related party transactions - Qualifications in the draft audit report - Reviewing, with the management, the quarterly financial statements before submission to the board for approval; - Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; - Review and monitor the auditors' independence and performance, and effectiveness of audit process; - Approval or any subsequent modification of transactions of the Company with related parties; - Scrutiny of inter-corporate loans and investments; - Valuation of undertakings or assets of the Company, wherever it is necessary; - Evaluation of internal financial controls and risk management systems; - Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; - Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; - Discussion with internal auditors of any significant findings and follow up there on; - Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; - Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 96 Corporate Governance Report # Corporate Governance Report To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed; To review the functioning of whistle blower mechanism."
+"Approval of appointment of CFO; The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the board and may also discuss any related issues with the internal and statutory auditors and the management of the Company; Carrying out any other function as is mentioned in the terms of reference of the audit committee; Oversee financial reporting controls and process for material subsidiaries; Oversee compliance with legal and regulatory requirements including the Tata Code of Conduct (""TCoC"") for the company and its material subsidiaries; To mandatorily review the following information: - Management discussion and analysis of financial condition and results of operations; - Statement of significant related party transactions (as defined by the audit committee), submitted by management; - Management letters / letters of internal control weaknesses issued by the statutory auditors; - Internal audit reports relating to internal control weaknesses; and - The appointment, removal and terms of remuneration of the chief internal auditor. The audit committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the audit committee. The previous annual general meeting (AGM) of the Company was held on June 27, 2014 and was attended by Mr. Aman Mehta, Chairman of the audit committee. The composition of the audit committee and the details of meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2014-15|Held|Attended| |---|---|---|---|---| |Mr. Aman Mehta (Chairman)|Independent, Non-Executive|5|4| | |Mr. V. Thyagarajan|Independent, Non-Executive|5|5| | |Dr. Ron Sommer|Independent, Non-Executive|5|5| | |Dr. Vijay Kelkar|Independent, Non-Executive|5|5| | |Mr. Ishaat Hussain|Non-Independent, Non-Executive|5|5| | |Mr. O. P. Bhatt|Independent, Non-Executive|5|5| | Five audit committee meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows: April 16, 2014; July 17, 2014; September 3, 2014; October 16, 2014 and January 15, 2015. The necessary quorum was present for all the meetings. # Annual Report 2014-15 # B. Nomination and remuneration committee # i. The Company had a nomination committee and remuneration committee of directors. The nomination committee and remuneration committee of the Company were merged on October 16, 2014, pursuant to the provisions of the Act and clause 49 of the Listing Agreement. # ii. The broad terms of reference of the nomination and Remuneration Committee are as under: - Recommend to the board the set up and composition of the board and its committees, including the ""formulation of the criteria for determining qualifications, positive attributes and independence of a director"". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience. - Recommend to the board the appointment or reappointment of directors. - Devise a policy on board diversity. - Recommend to the board appointment of key managerial personnel (""KMP"" as defined by the Act) and executive team members of the Company (as defined by this committee). - Carry out evaluation of every director's performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors. This shall include ""formulation of criteria for evaluation of independent directors and the board"". - Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees. - On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company. - Oversee familiarisation programmes for directors. - Oversee the human resource philosophy, human resource and people strategy and human resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the board, key managerial personnel and executive team). - Provide guidelines for remuneration of directors on material subsidiaries. - Recommend to the board on voting pattern for appointment and remuneration of directors on the boards of its material subsidiary companies. - Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter. # iii."
+"The composition of the nomination and remuneration committee and the details of meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2014-15| |---|---|---| |Mr. Aman Mehta (Chairman)|Independent, Non-Executive|4 Held, 4 Attended| |Mr. V. Thyagarajan|Independent, Non-Executive|4 Held, 4 Attended| |Mr. Cyrus Mistry|Non-Independent, Non-Executive|4 Held, 4 Attended| |Mr. Ishaat Hussain*|Non-Independent, Non-Executive|2 Held, 2 Attended| |Mr. S. Ramadorai**|Non-Independent, Non-Executive|2 Held, 1 Attended| * Appointed as a member of the committee w.e.f. October 16, 2014 ** Retired as the Director and Vice Chairman of the Company w.e.f October 6, 2014 # During the year, two meetings of the nomination and remuneration committee were held on January 15, 2015 and March 13, 2015. Further, two meetings of the erstwhile remuneration committee were held on April 16, 2014 and September 3, 2014. # iv. The Company does not have any employee stock option scheme. # v. Remuneration policy: Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. File: AR_TCS_2014_2015.md The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its managing director and the executive directors. Annual increments are decided by the nomination and remuneration committee (NRC) within the salary scale approved by the members of the Company and are effective April 1 each year. NRC decides on the commission payable to the managing director and the executive directors out of the profits for the financial year and within the ceilings prescribed under the Act based on the performance of the Company as well as that of the managing director and each executive director. During the year 2014-15, the Company paid sitting fees of ` 10,000 per meeting to its non-executive directors for attending meetings of the board and meetings of committees of the board. The members have at the AGM of the Company on June 27, 2014, approved of payment of commission to the non-executive directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the board of directors and distributed amongst the non-executive directors based on their attendance and contribution at the board and certain committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the directors for attending the meetings. # vi. Details of commission and sitting fees for the year ended March 31, 2015: # a. Non-Executive Directors: |Name|Commission|Sitting Fees| |---|---|---| |Mr. Cyrus Mistry|-|1.20| |Mr. S. Ramadorai*|200.00|0.50| |Mr. Aman Mehta|250.00|1.50| |Mr. V. Thyagarajan|185.00|1.90| |Prof. Clayton M. Christensen|155.00|0.30| |Dr. Ron Sommer|190.00|1.40| |Dr. Vijay Kelkar|140.00|1.40| |Mr. Ishaat Hussain|175.00|1.70| |Mr. O. P. Bhatt|135.00|1.70| |Mr. Phiroz Vandrevala|50.00|0.60| * Retired as the Director and Vice Chairman of the Company w.e.f October 6, 2014 Corporate Governance Report 99 # Annual Report 2014-15 # b. Managing Director and Executive Director |Name of director and period of appointment|Salary (` lakh)|Benefits perquisites and allowances (` lakh)|Commission (` lakh)|ESPS| |---|---|---|---|---| |Mr. N. Chandrasekaran Chief Executive Officer and Managing Director (w.e.f. October 6, 2014 for a period of 5 years)|179.58|348.81|1,600.00|Nil| |Ms. Aarthi Subramanian Additional and Executive Director (w.e.f March 12, 2015 for a period of 3 years)|1.67|5.19|-|Nil| The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available for the managing director and executive director. Services of the managing director and executive director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees. # vii. Details of equity shares of the Company held by the directors as on March 31, 2015 are given below: |Name|Number of equity shares| |---|---| |Mr. Cyrus Mistry|41,63,526| |Mr. N. Chandrasekaran|88,528| |Mr. Ishaat Hussain|1,740| |Ms. Aarthi Subramanian|2,800| The Company has not issued any convertible debentures. # C. Stakeholders' relationship committee i."
+"The Company had a shareholders / investors grievance committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc. The nomenclature of the said committee was changed to stakeholders' relationship committee in the light of provisions of the Act and revised clause 49 of the Listing Agreement. ii. One meeting of the stakeholders' relationship committee was held during the year on March 13, 2015. iii. The composition of the Stakeholders' Relationship Committee and the details of meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2014-15| |---|---|---| |Mr. V. Thyagarajan (Chairman)|Independent, Non-Executive|Held: 1 Attended: 1| |Mr. S. Ramadorai*|Non-Independent, Non-Executive|Held: - Attended: -| |Mr. O. P. Bhatt|Independent, Non-Executive|Held: 1 Attended: 1| |Mr. N. Chandrasekaran**|Non-Independent, Executive|Held: 1 Attended: 1| * Retired as the Director and Vice Chairman of the Company w.e.f October 6, 2014 ** Appointed as a member of the committee w.e.f. October 16, 2014 # iv. The Company has always valued its customer relationships. This philosophy has been extended to investor relationship and an Investor Relations Department (IRD) was set up in June 2004, prior to the Company's Initial Public Offer of shares. The IRD focuses on servicing the needs of various stakeholders viz. investors, analysts, brokers and the general public. # v. Name, designation and address of Compliance Officer: Mr. Suprakash Mukhopadhyay Vice President and Company Secretary Tata Consultancy Services Limited 11th Floor, Air India Building Nariman Point Mumbai 400 021 Telephone: 91 22 6778 9285 Fax: 91 22 6630 3672 # vi. Details of investor complaints received and redressed during the year 2014-15 are as follows: |Opening balance|Received during the year|Resolved during the year|Closing balance| |---|---|---|---| |1|152|150|3*| * The complaints were received during the last week of March 2015 and addressed subsequently. # D. Other committees # i. Ethics and compliance committee: In terms of the Tata Code of Conduct for prevention of insider trading and code of corporate disclosure practices (""Insider Trading Code"") adopted by the Company, applicable to the directors, officers and other employees, the Company has an ethics and compliance committee of directors. The Committee considers matters relating to the Insider Trading Code and the Company's Code of Conduct (""CoC""). The Company has also formulated an anti bribery and anti corruption policy and gifts policy which are monitored by the ethics and compliance committee. Monthly reports are sent to the members of the committee on matters relating to the Insider Trading Code and the CoC. One meeting of the ethics and compliance committee was held during the year on March 13, 2015. The composition of the ethics and compliance committee and details of the meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2014-15| |---|---|---| |Mr. S. Ramadorai*|Non-Independent, Non- Executive|Held - Attended -| |Mr. N. Chandrasekaran**|Non-Independent, Executive|Held 1 Attended 1| |Mr. V. Thyagarajan|Independent, Non-Executive|Held 1 Attended 1| |Mr. O. P. Bhatt**|Independent, Non-Executive|Held 1 Attended 1| * Retired as the Director and Vice Chairman of the Company w.e.f October 6, 2014 ** Appointed as a member of the committee w.e.f. October 16, 2014 Mr. Rajesh Gopinathan, Chief Financial Officer, was appointed as the compliance officer by the board in 2012-13, to ensure compliance and effective implementation of the Insider Trading Code. Corporate Governance Report 101 # Annual Report 2014-15 # ii. Bank account committee: The Company has a bank account committee of directors comprising of Mr. Aman Mehta (independent, non-executive) and Mr. N. Chandrasekaran (non-independent, executive). The bank account committee is responsible for approval of the opening and closing of bank accounts of the Company and to authorise persons to operate the bank accounts of the Company. # iii. Executive Committee: The Company has an executive committee of directors comprising of Mr. Cyrus Mistry (non-independent, non-executive) as the chairman, Prof. Clayton M. Christensen (independent, non-executive), Dr. Ron Sommer (independent, non-executive) and Mr. N. Chandrasekaran (non-independent, executive). Mr. S. Ramadorai, who was a member of this committee, has retired as the Director and Vice Chairman of the Company w.e.f. October 6, 2014. The executive committee's role covers a detailed review of the following matters before these are presented to the board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the board."
+"The above matters were discussed in various board meetings held during the year with the presence of the executive committee members with intent to avail expertise of all the board members. # iv. Software technology parks of India (STPI) / special economic zone (SEZ) committee: The Company has a STPI / SEZ committee of directors comprising of Mr. V. Thyagarajan (independent, Non-Executive) and Mr. N. Chandrasekaran (non-independent, executive). The STPI / SEZ committee is responsible for approval, from time to time, of registration / renewal of registration / de-registration of various offices of the Company under the STPI / SEZ schemes and such other schemes as may be deemed fit by them, and to also approve of other STPI / SEZ / other scheme(s) related matters. # v. Risk management committee: The board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. During the year, two meetings of the risk management committee were held on June 5, 2014 and January 8, 2015. The composition of the risk management committee and details of the meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2014-15| |---|---|---| |Mr. Ishaat Hussain|Non-Independent, Non-Executive|Held: 2 Attended: 2| |Mr. S. Ramadorai*|Non-Independent, Non-Executive|Held: 1 Attended: -| |Mr. N. Chandrasekaran|Non-Independent, Executive|Held: 2 Attended: 2| |Mr. O. P. Bhatt|Independent, Non-Executive|Held: 2 Attended: 1| |Mr. Rajesh Gopinathan**|Chief Financial Officer|Held: 1 Attended: 1| * Retired as the Director and Vice Chairman of the Company w.e.f October 6, 2014 ** Appointed as the member of the committee w.e.f. October 16, 2014 # 102 Corporate Governance Report # vi. Health, safety and sustainability committee: The Health, safety and sustainability committee of directors is responsible for framing and implementation of broad guidelines / policies with regard to the health, safety and sustainability activities of the Company, review the policies, processes and systems periodically and recommend measures for improvements from time to time. During the year, one meeting of the Health, safety and sustainability committee was held on March 12, 2015. The composition of the Health, safety and sustainability committee and details of the meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2014-15| | |---|---|---|---| |Dr. Vijay Kelkar (Chairman)|Independent, Non-Executive|1|1| |Dr. Ron Sommer|Independent, Non-Executive|1|1| |Mr. N. Chandrasekaran|Non-Independent, Executive|1|1| # vii. Corporate social responsibility (CSR) committee CSR committee of directors as required under Section 135 of the Act was constituted on April 16, 2014, comprising of Mr. Cyrus Mistry (non-independent, non-executive), Chairman, Mr. O. P. Bhatt (independent, non-executive) and Mr. N. Chandrasekaran (non-independent, executive). The broad terms of reference of CSR committee is as follows: - Formulate and recommend to the board, a corporate social responsibility (CSR) policy; - Recommend the amount of expenditure to be incurred on the activities referred to above; - Monitor the CSR policy of the Company from time to time; - Oversee the Company's conduct with regard to its corporate and societal obligations and its reputation as a responsible corporate citizen; and - Oversee activities impacting the quality of life of various stakeholders. During the year, one meeting of the CSR Committee was held on March 13, 2015. The composition of the CSR Committee and details of the meeting attended by its members are given below: |Name|Category|Number of meetings during the financial year 2014-15| | |---|---|---|---| |Mr. Cyrus Mistry (Chairman)|Non-Independent, Non-Executive|1|1| |Mr. O. P. Bhatt|Independent, Non-Executive|1|1| |Mr. N. Chandrasekaran|Non-Independent, Executive|1|1| # IV. General body meetings # i. General meeting # a. Annual general meeting: |Financial year|Date|Time|Venue| |---|---|---|---| |2011-12|June 29, 2012| |Birla Matushri Sabhagar,| |2012-13|June 28, 2013|3.30 p.m.|19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020| |2013-14|June 27, 2014| | | # b. Extraordinary general meeting: No extraordinary general meeting of the members was held during the year 2014-15. # Annual Report 2014-15 # V. Disclosures # i. Related Party transactions All material transactions entered into with related parties as defined under the Act and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business. These have been approved by the audit committee."
+"The board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link- TCS Related Party Transactions Policy # ii. Details of non-compliance by the Company Details of non-compliance by the Company, penalties, strictures imposed on the Company by the stock exchanges or the securities and exchange board of India or any statutory authority, on any matter related to capital markets, during the last three years 2012-13, 2013-14 and 2014-15 respectively: NIL # iii. Whistle blower policy The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behaviour. No person has been denied access to the chairman of the audit committee. The said policy has been also put up on the website of the Company at the following link- TCS Whistle Blower Policy # iv. Non-mandatory requirements The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure XIII to the Clause 49 of the Listing Agreements entered into with the Stock Exchanges: - A message from the CEO and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2014 was sent to every member in October 2014. - The statutory financial statements of the Company are unqualified. - Mr. Cyrus Mistry is the Chairman of the Company and Mr. N. Chandrasekaran is the CEO and Managing Director of the Company. The Company has complied with the requirement of having separate persons to the post of Chairman and CEO / Managing Director. - Ernst & Young LLP, the internal auditors of the Company, make presentations to the audit committee on their reports. # v. Reconciliation of share capital audit A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the national securities depository limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. # vi. Code of Conduct The members of the board and senior management personnel have affirmed the compliance with the Code applicable to them during the year ended March 31, 2015. The Annual Report of the Company contains a Certificate by the CEO and Managing Director in terms of Clause 49 of the listing agreement based on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management. # VI. Subsidiary companies The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the board of directors of the Company. # 104 Corporate Governance Report The Company does not have any material non-listed Indian subsidiary companies. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website at the following link- TCS Material Subsidiary Policy # VII. Means of communication The quarterly, half-yearly and annual results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, LokSatta, Business Standard, The Hindu Business Line, Hindustan Times, and Sandesh. The results are also displayed on the Company's website ""www.tcs.com"". Press Releases made by the Company from time to time are also displayed on the Company's website. Presentations made to the institutional investors and analysts after the declaration of the quarterly, half-yearly and annual results are also displayed on the Company's website. A list of frequently asked questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website under 'Investor FAQs' section. A management discussion and analysis report is a part of the Company's annual report. # VIII. General shareholder information # i. Annual General Meeting: |Date|: June 30, 2015| |---|---| |Time|: 3.30 p.m.| |Venue|: Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg New Marine Lines, Mumbai 400 020| As required under Clause 49(VIII)(E)(1) of the Listing Agreements entered into with the stock exchanges, particulars of directors seeking appointment / re-appointment at the forthcoming AGM are given in the Annexure to the notice of the AGM to be held on June 30, 2015. # ii."
+"Financial Calendar: |Year ending|: March 31| |---|---| |AGM in|: June| |Dividend payment|: The final dividend, if declared, shall be paid / credited on or after July 7, 2015.| # iii. Date of book closure / record date : As mentioned in the Notice of the AGM to be held on June 30, 2015. # iv. Listing on stock exchanges |National Stock Exchange of India Limited (NSE)|Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra(East), Mumbai 400 051| |---|---| |BSE Limited (BSE)|25 th Floor, P. J. Towers, Dalal Street Mumbai 400 001| # v. Stock Codes / Symbol: |NSE|: TCS| |---|---| |BSE|: 532540| Listing Fees as applicable have been paid. # vi. Corporate identity number (CIN) of the Company : L22210MH1995PLC084781 # vii. Dividend policy: Dividends, other than interim dividend(s), are to be declared at the annual general meetings of shareholders based on the recommendation of the board of directors. Generally, the factors that may be considered by the board of directors before making any recommendations for dividend include, without limitation, the Company's future expansion plans and capital requirements, profits earned during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend. # Annual Report 2014-15 as well as exemptions under tax laws available to various categories of investors from time to time and general market conditions. The board of directors may also from time to time pay interim dividend(s) to shareholders. # viii. Market price data: High, low (based on daily closing prices) and number of equity shares traded during each month in the year 2014-15 on NSE and BSE: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |April 2014|2,264.00|2,100.00|2,51,05,568|2,270.00|2,101.15|21,71,394| |May 2014|2,253.40|1,999.50|3,11,43,929|2,253.65|2,000.50|30,19,206| |June 2014|2,435.00|2,056.00|2,36,39,368|2,427.00|2,062.50|20,58,687| |July 2014|2,614.35|2,335.00|1,88,40,679|2,613.35|2,336.00|14,13,667| |August 2014|2,587.95|2,430.00|1,86,99,338|2,588.00|2,425.95|13,42,004| |September 2014|2,782.45|2,514.10|1,94,86,167|2,780.00|2,515.00|15,23,230| |October 2014|2,839.70|2,415.00|2,62,17,610|2,834.00|2,415.65|25,10,523| |November 2014|2,691.90|2,551.00|1,62,57,977|2,688.00|2,551.00|9,80,896| |December 2014|2,710.95|2,345.00|2,22,89,456|2,709.00|2,348.25|12,53,975| |January 2015|2,599.90|2,407.45|2,71,02,743|2,599.05|2,407.40|24,86,487| |February 2015|2,730.00|2,433.00|2,57,96,671|2,727.00|2,436.00|16,11,720| |March 2015|2,812.10|2,501.00|2,37,49,603|2,810.00|2,501.65|14,23,069| # ix. Performance of the share price of the Company in comparison to the BSE Sensex: 160 TCS share price and BSE Sensex movement 140 120 100 80 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 TCS Share Price BSE Sensex Base 100 = April 1, 2014 # 106 Corporate Governance Report # Registrars and transfer agents: Name and Address : TSR DARASHAW Limited (TSRDL) 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Telephone : 91 22 6656 8484 Fax : 91 22 6656 8494 E-mail : csg-unit@tsrdarashaw.com Website : www.tsrdarashaw.com # Places for acceptance of documents: Documents will be accepted at : TSR DARASHAW Limited 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Time : 10.00 a.m. to 3.30 p.m. (Monday to Friday except bank holidays) For the convenience of the shareholders based in the following cities, transfer documents and letters will also be accepted at the following branches / agencies of TSRDL: # Branches of TSRDL: |TSR DARASHAW Limited|TSR DARASHAW Limited| |---|---| |503, Barton Centre, 5th Floor|'E' Road, Northern Town| |84, Mahatma Gandhi Road|Bistupur| |Bangalore 560 001|Jamshedpur 831 001| |Telephone: 91 80 2532 0321|Telephone: 91 657 2426616| |Fax: 91 80 2558 0019|Fax: 91 657 2426937| |E-mail: tsrdlbang@tsrdarashaw.com|E-mail: tsrdljsr@tsrdarashaw.com| |TSR DARASHAW Limited|TSR DARASHAW Limited| |---|---| |Tata Centre, 1st Floor|2/42, Ansari Road, 1st Floor| |43, J. L. Nehru Road|Daryaganj, Sant Vihar| |Kolkata 700 071|New Delhi 110 002| |Telephone: 91 33 2288 3087|Telephone: 91 11 2327 1805| |Fax: 91 33 2288 3062|Fax: 91 11 2327 1802| |E-mail: tsrdlcal@tsrdarashaw.com|E-mail: tsrdldel@tsrdarashaw.com| # Agent of TSRDL: Shah Consultancy Services Limited 3, Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge, Ahmedabad 380 006 Telefax: 91 79 2657 6038 E-mail: shahconsultancy8154@gmail.com # Share transfer system: 99.94% of the equity shares of the Company are in electronic form. Transfers of these shares are done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form the transfer documents can be lodged with TSRDL at any of the above mentioned addresses. Transfer of shares in physical form is normally processed within ten to twelve days from the date of receipt, if the documents are complete in all respects. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary), under the authority of the board, severally approve transfers, which are noted at subsequent board meetings. Corporate Governance Report 107 # Annual Report 2014-15 # xiii. Shareholding as on March 31, 2015: # a."
+"Distribution of equity shareholding as on March 31, 2015: |Number of shares|Holding to capital|Percentage|Number of Accounts|Percentage to total accounts| |---|---|---|---|---| |1 - 100|1,93,05,278|0.98|5,14,665|83.44| |101 - 500|1,81,47,838|0.92|83,507|13.54| |501 - 1000|72,52,272|0.37|10,198|1.65| |1001 - 5000|1,29,17,727|0.66|6,449|1.05| |5001 - 10000|42,90,069|0.22|606|0.10| |10001 - 20000|48,30,582|0.25|337|0.05| |20001 - 30000|40,77,658|0.21|164|0.03| |30001 - 40000|37,12,638|0.19|104|0.02| |40001- 50000|34,58,212|0.18|76|0.01| |50001 -100000|1,50,38,921|0.77|209|0.03| |100001 - above|1,86,56,96,784|95.25|513|0.08| |GRAND TOTAL|1,95,87,27,979|100.00|6,16,828|100.00| # b. Categories of equity shareholders as on March 31, 2015: |Category|Number of equity shares held|Percentage of holding| |---|---|---| |Promoters|1,44,34,51,698|73.69| |Other Entities of the Promoters Group|39,69,412|0.20| |Insurance Companies|7,38,58,592|3.77| |Indian Public and others|7,63,46,136|3.90| |Mutual Fund and UTI|1,71,89,088|0.88| |Corporate Bodies|88,34,803|0.45| |Banks, Financial Institutions, State and Central Government|9,79,350|0.05| |Foreign Institutional Investors|29,25,90,035|14.94| |Foreign Portfolio Investor - CORP|3,92,80,903|2.01| |NRI's / OCBs / Foreign Nationals|22,27,962|0.11| |GRAND TOTAL|1,95,87,27,979|100.00| # Categories of equity shareholders |Promoters|73.69%| |---|---| |Other Entities of the Promoters Group|0.20%| |Insurance Companies|3.77%| |Indian Public and others|3.90%| |Mutual Fund and UTI|0.88%| |Corporate Bodies|0.45%| |Banks, Financial Institutions, State and Central Government|0.05%| |Foreign Institutional Investors|14.94%| |Foreign Portfolio Investor - CORP|2.01%| |NRI's / OCBs / Foreign Nationals|0.11%| # 108 Corporate Governance Report # c. Top ten equity shareholders of the Company as on March 31, 2015: |Sr. No.|Name of the shareholder|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Limited|1,44,34,51,698|73.69| |2|Life Insurance Corporation of India|4,81,41,245|2.46| |3|Franklin Templeton Investment Funds|2,19,45,979|1.12| |4|Abu Dhabi Investment Authority|1,63,25,578|0.83| |5|Oppenheimer Developing Markets Fund|1,09,77,181|0.56| |6|Government of Singapore|90,95,739|0.46| |7|Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Fund|85,50,350|0.44| |8|Aberdeen Global Indian Equity (Mauritius) Limited|84,65,000|0.43| |9|Lazard Asset Management LLC A/C Lazard Emerging Markets Portfolio|77,93,168|0.40| |10|National Westminster Bank Plc as Depositary of First State Asia Pacific Leaders Fund a Sub Fund of First State Investments ICVC|77,06,168|0.39| # xiv. Dematerialisation of shares and liquidity: The Company's shares are compulsorily traded in dematerialised form. Equity shares of the Company representing 99.94% of the Company's equity share capital are dematerialised as on March 31, 2015. The Company's equity shares are regularly traded on NSE and BSE, in dematerialised form. Under the depository system, the international securities identification number (ISIN) allotted to the Company's shares is INE467B01029. # xv. Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence as on March 31, 2015, the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments. # xvi. Equity shares in the suspense account: In accordance with the requirement of Clause 5A(I) of the Listing Agreements entered into with the stock exchanges, the Company reports the following details in respect of equity shares lying in the suspense account which were issued in dematerialized form pursuant to the public issue of the Company: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2014|184|7,360| |Shareholders who approached the Company for transfer of shares from suspense account during the year|9|374| |Shareholders to whom shares were transferred from the suspense account during the year|9|374| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2015|175|6,986| Corporate Governance Report 109 # Annual Report 2014-15 File: AR_TCS_2014_2015.md The voting rights on the shares outstanding in the suspense account as on March 31, 2015 shall remain frozen till the rightful owner of such shares claims the shares. # xvii. Transfer of unclaimed / unpaid amounts to the investor education and protection fund (IEPF): Pursuant to sections 205A and 205C of the Companies Act, 1956 and other applicable provisions, if any, of the Act, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the Company and erstwhile TCS e-Serve Limited (e-Serve), which has merged with the Company, have been transferred to the IEPF established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred prior to March 31, 2015, nor shall any payment be made in respect of such claims. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2007-08 and onwards are requested to make their claims without any delay to TSRDL."
+"# a) For shareholders of erstwhile TCS e-Serve Limited (e-Serve) which has merged with the Company: The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders: |Financial year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2007-08|December 18, 2008|December 17, 2015| |2008-09|December 19, 2008|December 18, 2015| |2009-10|August 24, 2010|August 23, 2017| |2010-11|August 12, 2011|August 11, 2018| |2011-12|July 10, 2012|July 9, 2019| |2012-13|May 30, 2013|May 29, 2020| # b) For shareholders of Tata Consultancy Service Limited (TCS): A separate communication has been sent in December 2014 to the shareholders of TCS who have not encashed their dividend warrants and which are not yet transferred to IEPF, providing them details of the unencashed warrants and requesting them to comply with the procedure for seeking payment of the same. The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders in the financial year 2015-16: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2007-08|July 1, 2008|June 30, 2015| | |July 16, 2008|July 15, 2015| |2008-09|October 22, 2008|October 21, 2015| | |January 15, 2009|January 14, 2016| # Corporate Governance Report # xviii. Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT enabled services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa-Bardez, Goa. # xix. Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building Nariman Point Mumbai 400 021 Telephone: 91 22 6778 9356 / 91 22 6778 9595 Fax: 91 22 6630 3672 Designated e-mail address for Investor Services: investor.relations@tcs.com Website: www.tcs.com Corporate Governance Report 111 # Annual Report 2014-15 # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2015, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, employees in the Executive Vice President cadre and the Company Secretary as on March 31, 2015. Mumbai, April 16, 2015 N. Chandrasekaran Chief Executive Officer and Managing Director # COMPLIANCE CERTIFICATE TO THE MEMBERS OF # TATA CONSULTANCY SERVICES LIMITED We have examined the compliance of conditions of Corporate Governance by TATA CONSULTANCY SERVICES LIMITED (""the Company""), for the year ended March 31, 2015, as stipulated in Clause 49 of the Listing Agreements of the Company entered into with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. Ramesh Mumbai, April 16, 2015 (Membership No. 70928) # Corporate Governance Report # Business Responsibility Report # Business Responsibility Report 113 # Annual Report 2014-15 # Business Responsibility Report # (As per clause 55 of the Listing Agreement) # Introduction Tata Consultancy Services Limited (TCS) has adopted the 'triple bottom-line' approach, recognising People, Planet and Profit as the primary pillars of corporate sustainability."
+"At TCS, corporate sustainability is demonstrated through (a) fair, transparent and ethical governance, (b) engagement with marginalised and vulnerable communities, (c) adherence to and respect for all human rights, (d) offering specialised services and solutions to meet distinct needs of its clients, (e) reduction of impact of its operations on the environment and (f) promotion of employee well-being and safety. TCS operates in a large number of geographies across the globe. All these units of operation are encouraged to identify target beneficiaries in line with their local needs. The objective is to drive sustainability through various initiatives across the units of operation, supply chain, community and customers. While volunteering by employees is encouraged, the Company also utilizes its own expertise in IT to address needs of the community and the environment. # Section A: General Information about the Company 1. Corporate identity number (CIN) of the Company: L22210MH1995PLC084781 2. Name of the Company: Tata Consultancy Services Limited 3. Registered address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021 4. Website: www.tcs.com 5. E-mail id: corporate.sustainability@tcs.com 6. Financial year reported: April 1, 2014 to March 31, 2015 7. Sector(s) that the Company is engaged in (industrial activity code-wise): |ITC CODE|PRODUCT DESCRIPTION| |---|---| |85249009|Computer Software| 8. List three key products/services that the Company manufactures/provides (as in Balance Sheet): 1. Application development and maintenance 2. Enterprise solutions including business intelligence 3. Business process outsourcing 9. Total number of locations where business activity is undertaken by the Company: There are 132 global locations 1. Number of International Locations (Provide details of major 5) |Region|Number of Locations| |---|---| |North America|29| |LATAM|14| |UK & Ireland|25| |Europe|31| |APAC|24| |MEA|9| |Total|132| 2. Number of National Locations: 14 National locations 10. Markets served by the Company: North America, South America, United Kingdom & Ireland, Europe, Asia Pacific, Middle East & Africa and India # Section B: Financial Details of the Company | |Tata Consultancy Services Ltd|FY15|FY15| |---|---|---|---| | |Standalone|Consolidated| | |1. Paid up capital|195.87|195.87| | |2. Total turnover|78044.79|97878.32| | |(a) Revenue from operation|73578.06|94648.41| | |(b) Other income|4466.73|3229.91| | |3. Total profit after taxes and minority interest (i.e. net profit)|19256.96|19852.18| | |4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%):|1.53% of average profit for previous three years in respect of standalone TCS (computation as prescribed by the Companies Act, 2013.)|1.53% of average profit for previous three years in respect of standalone TCS (computation as prescribed by the Companies Act, 2013.)| | # 5. List of activities in which expenditure in 4 above has been incurred: |Sr. no.|Particulars|Amount spent in ` crores| |---|---|---| |1|Disaster Relief|17.37| |2|Education & Skill Building|34.38| |3|Environment Sustainability|1.99| |4|Contribution to TCS Foundation|140.00| |5|Health & Wellness|21.05| |6|Restoration of Heritage sites|3.63| |Total|Total|218.42| The Company's spending on Corporate Social Responsibility (including overseas expenses) is ` 253.55 crores. # Section C: Other Details i. Does the Company have any Subsidiary Company/ Companies? Yes ii. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Yes, 34 of the subsidiaries participate in BR activities. iii. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? The Company does not mandate its suppliers/distributors to participate in the Company's BR initiatives. However, they are encouraged to adopt such practices and follow the concept of being a responsible business. i. If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]: NA # Section D: BR Information # 1. Details of Director/Directors responsible for BR a) Details of the Director/Director responsible for implementation of the BR policy/policies: DIN Number: 00121863 Name: Mr. N. Chandrasekaran Designation: Chief Executive Officer and Managing Director b) Details of the BR head: |Sr. no.|Particulars|Details| |---|---|---| |1|DIN Number (if applicable)|NA| |2|Name|Mr. Ajoyendra Mukherjee| |3|Designation|Executive Vice President & Global Head HR| |4|Telephone number:|022 - 67789999| |5|e-mail id|corporate.sustainability@tcs.com| # 2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N): The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility."
+"These briefly are as follows: National - P1 Business should conduct and govern themselves with ethics, transparency and accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised. - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner Business Responsibility Report 115 # Annual Report 2014-15 |Sr. no.|Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---|---|---| |1|Do you have a policy / policies for....|Y|Y|Y|Y|Y|Y|Y|Y|Y| |2|Has the policy being formulated in consultation with the relevant stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |3|Does the policy conform to any national / international standards?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |4|Has the policy been approved by the Board? If yes, has it been signed by MD/owner/CEO/appropriate Board Director?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |5|Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |6|Indicate the link for the policy to be viewed online?|https://knowmax.net/sites/ethics-cop/Codes%20of%20Conduct/TCOC.2013_English.pdf|""MyHR"" restricted to employees|""Knomax"" restricted to employees|Same as P1|http://www.tcs.com/about/corp_responsibility/envi-ronmental/Pages/default.aspx|Same as P1|""Knomax""|Same|restricted to employees| |7|Has the policy been formally communicated to all relevant internal and external stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |8|Does the company have in-house structure to implement the policy/policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |9|Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |10|Has the company carried out independent audit/evaluation of the working of this policy by an internal or external agency?|Y|Y|Y|Y|Y|Y|Y|Y|Y| # Business Responsibility Report # Governance related to BR Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: Quarterly Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently is it published? Yes, the Company publishes its sustainability report on GRI 3.1 framework annually. It is also available on the Company's website www.tcs.com/cs # Section E: Principle-wise performance # Principle 1 Business should conduct and govern themselves with Ethics, Transparency and Accountability 1. Does the policy relating to ethics, bribery and corruption cover only the company? No 2. 1. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? All companies in TCS group are covered by the policy. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? # Additional Information The Tata Code of Conduct (TCoC) is the guiding document on principles of responsible business conduct for all employees. Created in 1998, the TCoC has been influenced by the UN Declaration of Human Rights and the ILO principles. Within TCS, it is available on the intranet and on the Company's webpage. Guided by the managers and a global network of local ethics counsellors, all employees adhere to the principles laid down in the TCoC. The Corporate Sustainability Assessment which is conducted annually includes review of awareness and adherence to the TCoC. # Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle TCS has evolved its strategy around integrated customer-centric services delivered from multiple global locations with consistent quality through its Global Network Delivery Model (GNDM™). The Company follows rigorous quality management processes to ensure the highest quality of service delivery. TCS is the world's first organization to achieve an enterprise-wide Maturity Level 5 on CMMI® and P-CMM® based on SCAMPISM. TCS has evolved an 'Integrated Quality Management System' (iQMS) which caters to all types of services we deliver and is aligned with the strategic objectives of the Company. iQMS is an integrated approach for implementing practices of world-class quality models such as ISO 9000 (Quality), ISO 20000 (Service Management), CMMI, ISO 27001(Security), ISO 14001 (Environment) and OHSAS 18001 (Health & Safety). The assured world class high quality of services ensures that the IT system built by TCS would be safe and sustainable throughout the lifetime of the system anywhere in the world. 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities."
+"# Annual Report 2014-15 place with the help of IT adoption, (6) elimination of delays in submission of monthly balance and accounts and (7) generation of reports bank wise and branch wise. # b) Community health insurance programme (Aarogyasri) Aarogyasri is a unique community health insurance scheme formulated by the Andhra Pradesh government under the Aarogyasri Trust, to bring quality medical care within the reach of the poor people in the state. TCS in a record time of 30 days, was able to provide an innovative and effective solution that used IT as an effective means of service delivery. This website portal, the core of the scheme, was a workflow-oriented integrated system which addressed all the needs of the target groups. Each phase of a patient's journey through the system, from in/out patient registration, surgery updates, discharge updates, claim settlements etc., was routed through the ICT. The Aarogyasri Scheme has been a great success in the districts where it was introduced, and has provided the following benefits: (1) quick and accurate decision making due to availability of real time information, (2) flagging of irregularities to the appropriate authorities at the correct time, leading to fewer opportunities for fraud, (3) transformation of the project into a flagship brand for the AP government, (4) tracking of worker productivity and performance and (5) efficient accounting. # c) Remote energy management solution TCS is using remote energy management solution, comprising the hardware embedded asset T DAMS (TCS Data Acquisition and Management System) and ECView (Energy Carbon View) a comprehensive, enterprise-wide energy and carbon management visualisation application to monitor, report, manage and improve energy usage for its own buildings (75+), across India, with an annual energy bill of approximately USD 60 million monitored remotely for energy optimisation. Using this tool as an enterprise, the organisation has been able to plan and have targets of energy consumption. TCS's T CUP (TCS Connected Universe Platform) and SDAF (Sensory Data Analytics frame work) provides a scalable platform to perform, not limited to, data management, analytics, rich query capabilities and visualisation. # 2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): # i. Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain? - a) ICT Solution to Society for Elimination of Rural Poverty (SERP) & SthreeNidhi - Not applicable; addressed area is social concern - b) Community Health Insurance Programme (Aarogyasri) - Not applicable; addressed area is social concern - c) Remote Energy Management solution - Not applicable # ii. Reduction during usage by consumers (energy, water) has been achieved since the previous year? - a) ICT Solution to Society for Elimination of Rural Poverty (SERP) & SthreeNidhi - Not applicable; addressed area is social concern. - b) Community Health Insurance Programme (Aarogyasri) - Not applicable; addressed area is social concern. - c) Remote Energy Management solution - Since April 2014, the solution has resulted in reducing the wastage in energy usage of ~6.8 million units as against the FY15 target of 16.9 million units (out of 23 Phase 1 sites which went live in April 2014). This energy savings efforts is driven by a team under remote operating center (ROC). # 3. Does the company have procedures in place for sustainable sourcing (including transportation)? Yes # i. If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. Sustainable sourcing describes a sourcing exercise which goes beyond economic considerations and takes into account environmental, social and ethical factors as well. It is a widely practiced tool within TCS and the endeavour is to maximise its reach with every passing year. TCS has a stated environment policy and an occupation health and safety policy. The vendors have to ensure compliance to these policies. It covers various issues like health of their workers deployed, safety measures (helmet, rope, safety-belt etc.) adopted, discharge from equipment, hygiene norms, PUC requirement for vehicles hired, age of vehicles used etc. The adherence to the policy is audited by an internal team not directly involved with execution and action is taken on the deviations. Adherence to local laws for compensation of vendors' workmen is also strictly practiced at TCS."
+"118 Business Responsibility Report # Business Responsibility Report Vendors are asked to sign the Tata Code of Conduct and TCS' Supplier Code of Conduct for every contract awarded, in order to ensure ethical practices are followed throughout the entire supply chain. Additionally, vendors are empowered to raise ethical concerns that they may come across while dealing with members of TCS management at any level. # 4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? Yes # i. If yes, what steps have been taken to improve their capacity and capability of local and small vendors? While the criteria for selection of goods and services is quality, reliability and price, TCS gives preference to small organisations, particularly promoted by entrepreneurs from socially backward communities. Two vendors from the marginalised community commissioned and empanelled with TCS under the CSR supplier diversity and affirmative action initiatives continue to work with TCS. Under the BriDgeIT programme, TCS has trained digital entrepreneurs who have established themselves as key resources in the villages within which they operate. The Company has worked to open new avenues and provide opportunities to the entrepreneurs to utilise their skills in an effective manner including providing them the opportunity to be part of Jagriti Yatra, the government initiative of 'building India through enterprise'. To enhance livelihood options in Panvel, India, TCS associates have trained 45 women in making eco-friendly jute bags through the 'Women Empowerment Programme'. Through TCS-Maitree, a 1,500 sq ft convention center was built as a workstation and storage area for raw material & finished goods. Training on screen printing, block painting has also been provided and TCS procured 9 full shutter sewing machines, one embroidery machine, and a snap button machine for these women. Through TCS's support this initiative has successfully completed an order of making 12,000 cotton bags for TCS Bangalore 10K Marathon & Standard Chartered Mumbai Marathon in the last 3 years. # Aditional Information # Environment Performance - FY 2014-15 |Sr. no.|Environmental Performance Parameters|% change (over FY 2013-14)|% change (over FY 2007-08)| |---|---|---|---| |1|Electricity consumption (kWh/FTE/month)|4% decrease|41% decrease| |2|Freshwater consumption (ltrs/FTE/month)|No change|13% decrease| |3|Carbon footprint due to Scope 1 + Scope 2 (tCO2e/FTE/annum)|7% decrease|38% decrease| |4|Paper consumption (Reams/1000FTE/month)|4% decrease|79% decrease| # Principle 3 Businesses should promote the wellbeing of all employees # 1. Please indicate the total number of employees: Total number of employees including subsidiaries as on March 31, 2015 was 319,656. # 2. Please indicate the total number of employees hired on temporary/contractual/casual basis: 9,488 employees were hired on a contractual basis. # 3. Please indicate the number of permanent women employees: Total number of permanent women employees as on March 31, 2015 was 105,481. # Annual Report 2014-15 # 4. Please indicate the number of permanent employees with disabilities: 583 on the basis of self-declaration. # 5. Do you have an employee association that is recognised by management? Yes # 6. What percentage of your permanent employees is members of this recognised employee association? 0.05% # 7. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year. |Category|No. of complaints filed during the financial year|No. of complaints pending as on end of the financial year| |---|---|---| |Child labour/forced labour/involuntary labour|None|None| |Sexual harassment|17|2| |Discriminatory employment|None|None| # 8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year? - Permanent employees - Permanent women employees - Casual/temporary/contractual employees - Employees with disabilities # 1. Safety All the categories of employees mentioned above have been covered through our training modules. Training on health and safety is imparted to associates as a part of the induction training combined with an annual refresher web based HSE training. An effective mode of training has been informal floor-walks and town-hall meetings. Additionally, regular fire drills, several awareness campaigns including road safety, fire safety, ergonomics, behaviour based safety, etc. are conducted to reach out to the associates. Innovative modes of training including video based learning modules and interactive web based training have been very effective and in FY15, over 3,45,000 man-hours of training on health, safety and environment has been imparted through the various training channels. # 2."
+"Employee skill up-gradation: | |FY 2014-15| |---|---| |Permanent employees|79%| |Permanent women employees|83%| |Casual/temporary/contractual employees|13%| |Employees with disabilities|Included above| # Additional Information The Company has a number of policies and programmes focussed on employee wellbeing. These include holiday homes, pharmacy benefits, vacation for employees who are retiring, periodic health screening, safety for women associates and health insurance coverage including parents/in-laws. The policy change management framework takes into consideration, feedback from all relevant stakeholders. The policies and programmes are implemented through various internal teams, with HR taking the ownership. There are several platforms within TCS which seek to empower employees. 'Employee Concerns' is an online tool where a grievance may be raised by an employee which is then addressed by stakeholders within predefined SLAs. Initiatives such as 'iConnect' and 'mPower' provide the opportunity to resolve issues of key importance and facilitate individual mentoring and coaching with senior managers. TCS also offers an Employee Assistance Programme (EAP) for India based associates, which includes professional counselling services in important life matters such as personal, relationship, work and parenting concerns that an employee voluntarily seeks. Associates can communicate with the counsellors through a toll-free number, online correspondence as well as face to face meetings. There is also a 24x7 emergency number for immediate concerns. File: AR_TCS_2014_2015.md Digitised platform 'Career Hub' enables employees to record their aspirations, helps the Company in identifying high potentials, mentors and tracks career movement of employees. The tool 'TCS Gems' is used for global reward and recognition. Fit4Life, health awareness sessions, periodic medical check-ups, gymnasiums in offices, and 24 x 7 'Employee Assistance Programme' are some of the important initiatives for employee health and safety. TCS provides its employees huge opportunities for learning. Substantial investments in infrastructure and tools have been made to keep its workforce motivated and ready for the evolving technology. Adherence to the Company's HR policies is audited by the internal auditor of the Company. The HR compliance team continues to monitor the changes in legislation pertaining to employment, labour, and immigration laws across the globe to ensure compliance, which is checked through regular audits. # Business Responsibility Report The HR compliance team pro-actively prepares alerts to identify key areas where TCS needs to introduce new policies or modify the existing policies to remain compliant. A number of non-work related employee engagement initiatives such as fun events, sports, cultural activities and volunteering for social causes are organised across the globe under our employee engagement platform known as 'TCS-Maitree'. The culture of volunteering helps employee bonding within the organisation and reduces stress at work. Employees are also encouraged to involve their families in these activities. # Principle 4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised 1. Has the company mapped its internal and external stakeholders? Yes 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders? Yes 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? Yes If so, provide details thereof, in about 50 words or so. TCS has several programmes designed to benefit marginalised stakeholders such as (a) illiterate adults, (b) scheduled caste, scheduled tribes and other tribal communities, (c) rural unskilled youth, (d) visually impaired and (e) inmates in jail. Benefits reach the marginalised stakeholders through the following schemes: - Promoting Employability, Employment, Education and Entrepreneurship among marginalized groups - Adult Literacy Programme (ALP) - details given in Principle 8(1)(a)(i) - TCS-Maitree Advanced Computer Training Centre for the Visually Impaired - details given in Principle 8(1)(a)(v) - BPS Employability Programme - given in Principle 8(1)(c)(i) - Computer Operator Cum Programming Assistant (COPA) ITI Training - given in Principle 8(1)(c)(ii) - BriDgeIT - details given in Principle 8(1)(c)(iv) - IT Employability Programme - details given in Principle 8(1)(c)(v) - Other Programmes - details given in Principle 8(1)(c)(vi) # Principle 5 Businesses should respect and promote human rights 1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? The policy is applicable to TCS, its subsidiaries and vendors. The Company's commitment to follow the basic principles of human rights is reflected in the checks and balances within the HR processes. The commitment to human rights is embedded in the 'Tata Code of Conduct', adopted by the Company. All employees, including security personnel, are sensitized to human rights as part of their orientation programme."
+"With respect to vendors, TCS follows a rigorous screening process before entering into a business relationship. All the contracts that the Company enters into with vendors require the vendor to comply with the relevant laws safeguarding labour rights and human rights in their respective jurisdiction. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? None # Principle 6 Business should respect, protect, and make efforts to restore the environment Does the policy related to Principle 6 cover only the company or extends to the Group/ Joint Ventures/Suppliers/Contractors/NGOs/others? TCS' Environmental Policy is applicable to all the business units/groups and extends to business partners including suppliers, vendors and contractors. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc Yes. The 'TATA Group Climate Change Policy' and TCS' 'Environment Policy' guide the organisation to continually mitigate the impact on climate change and global warming as a result of our operations. The Company has specific targets to reduce its carbon footprint and monitors it on an ongoing basis. Detailed plan to achieve these targets focus on creating green infrastructure which are designed for better energy efficiency, drive green IT (IT enabled energy efficiency in data centers and distributed IT networks), efficient operations and green power purchase. The details of the targets, performance and the various initiatives are available at: Business Responsibility Report 121 # Annual Report 2014-15 # Corporate Sustainability a. Corporate Sustainability page on TCS website - http://www.tcs.com/about/corp_responsibility/Pages/default.aspx b. TCS' Corporate Sustainability Report http://www.tcs.com/about/corp_responsibility/cs-report/Pages/default.aspx # 3. Does the company identify and assess potential environmental risks? Yes. ISO 14001:2004 has been adopted as the environment management system standard. As a part of this management system, an exhaustive impact assessment is conducted at the organisation level, as well as site level, to identify all environmental impacts from our operations. # 4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not Applicable # 5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. Yes. TCS is committed to drive energy efficiency. This is achieved through creating green building infrastructure, operating offices efficiently and driving green IT. Some key initiatives include - creating green office campuses designed at par with LEED Gold rating and driving data center energy efficiency through server virtualisation and optimisation of cooling. The details of these initiatives and more information are available on: a) Corporate Sustainability Report, page on TCS website - http://www.tcs.com/about/corp_responsibility/Pages/default.aspx b) TCS' Corporate Sustainability Report http://www.tcs.com/about/corp_responsibility/cs-report/Pages/default.aspx # 6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes. All emissions/waste generated at various offices of TCS are within permissible limits. These are continuously monitored, reviewed internally and reported to the CPCB/SPCB as per the requirement. # 7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. No show cause/legal notices were received from CPCB/SPCB in this financial year. # Additional Information 'Environmental Policy' of the Company has been drafted in line with the ISO 14001:2004 environment management system. The overall responsibility of environment management lies with the Company's CEO & MD and the progress is reviewed by health, safety and sustainability committee of the Board of Directors. External stakeholders can access this policy through the Company's website. For internal stakeholders, the policy has been posted on the intranet and at office receptions. Training on this policy is conducted periodically for all associates. TCS has enterprise wide certification for integrated health safety & environment management system as per ISO 14001:2004 and OHSAS 18001:2007. # Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner # 1. Is your company a member of any trade and chamber or association? : Yes # 2. If Yes, Name only those major ones that your business deals with: - a. National Association of Software and Services Companies (NASSCOM) - b. Confederation of Indian Industries (CII) - c. All India Management Association - d. Federation of India Chambers of Commerce and Industry (FICCI) - e."
+"Federation of Indian Exporters Organisation (FIEO) and Computer Society of India (CSI) # 3. Have you advocated/lobbied through above associations for the advancement or improvement of public good?: Yes i. If yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others) TCS has participated in industry body consultations in the following areas: - a. Governance and Administration - b. Sustainable Business Principles - c. Inclusive Development Policies (with a focus on skill building and literacy) - d. Economic Reforms - e. Tax and other legislations # Additional Information TCS uses the Tata Code of Conduct as a guide for its actions in influencing public and regulatory policy. 122 Business Responsibility Report # Principle 8 Businesses should support inclusive growth and equitable development 1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details there of: Yes, summary of initiative/projects undertaken is given below: |a) Education & Skill Building|b) Health|c) Affirmative Action| |---|---|---| |1. Adult Literacy Programme 2. UDAAN 3. Empower 4. Academic Interface Programme 5. Advanced Computer Training Center 6. Rural IT Quiz 7. IT Wiz 8. TCS Maitree Village development Programme 9. InsighT |1. MedMantra 2. Tata Medical Center 3. CSR Tech Team 4. BriDgeIT 5. IT Employability Programme 6. Other Affirmative Action Programmes |1. BPS Employability Programme 2. COPA ITI Training 3. Manuski Hostel Engagement | # Details of Projects Undertaken # a. Education & Skill Building i. Adult Literacy Programme (ALP), a Computer Based Functional Literacy Programme TCS designed the Adult Literacy Programme (ALP) by using its expertise in IT to conceptualise and develop the modules to achieve functional literacy. Today, the software is available in 9 Indian languages and 3 foreign languages namely, Northern Sotho (South Africa) and Moore (West Africa) and Arabic. Since inception, the programme has reached 2,31,178 beneficiaries which include prison inmates in New Delhi and Lucknow. The ALP is available on www.tcsion.com/ALP ii. UDAAN, initiative for increasing employability of Kashmiri Youth TCS was the first organization in India to sign an MOU with the National Skill Development Corporation (NSDC) to promote employability among youth from Jammu & Kashmir. Through a 14 week training programme designed by TCS, Udaan seeks to improve skills relevant to the industry as well as increase employment opportunities available to them. The Company trained 200 candidates in FY 15 of which 126 were offered jobs in TCS. 75% of the candidates were mobilised through Indian Army under Operation Megh Rahat, described by Armymen as their ""biggest flood relief and rescue exercise so far"". Telegu being taught through TCS' Adult Literacy Program at Chouluru, Karnataka TCS promoting employability among youth in Kashmir through Udaan Business Responsibility Report 123 # Annual Report 2014-15 # iii. EMPOWER Through Empower, TCS aims at building capacity and capabilities of its support staff at various TCS offices. Modules for training include acquiring basic computer skills, communication through English, and other relevant soft skills. In FY15, 480 beneficiaries received training under the Empower programme across locations. # iv. Academic Interface Programme (AIP) The Company commitment towards the development of faculty for academic institutes, improvement of employability of students and development of curricula as per industry requirements has been consistent. As part of Board of Studies, TCS helps 37 Boards of various institutes across the country in revamping their curriculum as per current industry trends. In addition, TCS has signed Memorandum of Understandings with the Govt of Gujarat, Assam, Tamil Nadu, Maharashtra and Jharkhand to serve as a partner in the establishment of Indian Institute of Information Technology in Vadodara, Guwahati, Tiruchirappalli, Nagpur and Ranchi respectively. This is being done through PPP model in association with Govt. of India & other industry partners. In FY15, 993 workshops were conducted under AIP reaching 1,51,834 students. In addition, 318 faculty development programmes were also conducted which reached 10,757 faculty. Through TCS Research Scholarship Programme the company has been supporting 188 PhD research scholars from 33 institutes across India. TCS encouraging faculty development in addition to student training through Academic Interface Program (AIP) # v. Advanced Computer Training Center (ACTC) In an effort to promote employability among individuals with visual impairment, the Company has created a programme that offers IT-enabled vocational courses that are in sync with the industry requirements, personality development and training in corporate etiquette."
+"This unique programme aims at bridging the gap between computer skills of persons who are visually impaired and those required by IT/ITES. Till date, TCS has trained 156 individuals of which 121 candidates are employed with TCS and other companies. 5 of these trainees are currently pursuing higher studies. TCS associates teaching hardware configuration to visually impaired students # vi. TCS IT Wiz TCS IT Wiz, the biggest inter school IT Quiz programme in India, started in 1999 124 Business Responsibility Report as a part of the educational Initiative to build awareness and hone IT skills for young students. The programme is the first and the largest powerful Knowledge Platform of this scale, on Information Technology for students of class 8-12. The TCS IT Wiz, which was held between August and November 2014 across 14 locations in India-- Ahmedabad, Bangalore, Bhubaneswar, Chennai, Coimbatore, Delhi, Hyderabad, Indore, Kochi, Kolkata, Lucknow, Mumbai, Nagpur and Pune--witnessed over 18,432 students of class 8-12 from over 1,900 schools participating at the Regional level. # vii. Rural IT Quiz TCS partnered with the Government of Karnataka to start India's first Rural IT Quiz programme in the year 2000. The Quiz aims at enhancing IT awareness among students from rural areas, promoting inclusive growth and building their confidence. The Rural IT Quiz currently reaches rural students in Madhya Pradesh, Gujarat, Maharashtra, Chattisgarh and Rajasthan. The 15th edition of the Rural IT Quiz was conducted in the states of Gujarat, Maharashtra, Madhya Pradesh, Chattisgarh, Rajasthan and Karnataka this year. The programme witnessed participation from over 8,000 schools. # viii. TCS Maitree Village Development Programme TCS is working to deploy a sustainable model to improve Education, Healthcare and Environment and promote Economic Empowerment in rural areas across India. To enhance their livelihood options in Panvel, India, TCS associates have trained 45 women in making eco-friendly jute bags through the 'Women Empowerment Programme'. TCS Maitree volunteers encouraging entrepreneurship among women through the WEP centre. In this village more than 520 children are benefitted through the provision of a two storey school building equipped with a Science lab, a library and a solar operated Computer lab. Students at Computer lab in Waze school, Panvel. Infrastructure for clean drinking water is also built as supplementary support. Volunteers visit the school every weekend to teach the kids conversational English, Science and Maths. The Panvel Rural Development initiative is one of the flagship volunteering initiatives of TCS Maitree. More than 1014 people both children and adults have benefitted from these initiatives in Panvel (Maharashtra), Nainar (Tamil Nadu), Padmapur (Odisha), Challera (UP). # ix. InsighT The programme is designed to meet the ISE, CBSE and State Board syllabus and uses a case study methodology with a practical approach. InsighT seeks to promote team building, leadership, communication, and presentation skills, along with technical skills. This year, InsighT was run in 36 schools reaching 2,040 students. # b. Health # i. Cancer Research Institute An integrated Hospital Management System and IT infrastructure which includes a comprehensive and fully integrated, web-based solution has been provided free of cost to the Cancer Institute at Chennai. Since its inception at the Cancer Institute in 2010, the system has enabled more than 80,000 new patient registrations, over 500,000 doctor consultations and 50,000 hospital admissions. Business Responsibility Report 125 # Annual Report 2014-15 TCS is continuing to support Cancer Institute by continuously enhancing the system in alignment with the needs of Cancer Institute. In 2014, a new module to support the Chemotherapy function has been taken up for development. This year saw an increase of 37% in the laboratory investigations being reported in the system, a direct result of the automation of laboratory equipment interface with the Hospital Management System. # ii. Tata Medical Center (TMC) TCS also designed and implemented a comprehensive Hospital Management System for TMC, Kolkata. TCS is providing 24x7 maintenance support services to TMC, Kolkata which includes enhancement to functions of a comprehensive Hospital Management System (HMS) and the site IT Infrastructure. Upgrade of desktops to Windows7 is in progress. A 32TB NAS storage has been added for non-HMS data archival by TMC medical staff. These activities are part of the IT Infrastructure services. Currently a TCS sponsored Clinical Trial platform is being developed, which is expected to be in the production environment this year. For ease of communication and tracking of information flow a SMS gateway has been implemented at TMC."
+"After a successful integration with the IP patient admission process the SMS gateway is now being integrated with other process flows in phases. # iii. Projects undertaken by the CSR Tech Team The Tech CSR team has been instrumental in leveraging core competencies and capabilities (i.e. feasibility assessment, business & process analysis, prioritisation of aspirations, design, development and consulting) for social programmes and initiatives. Bulk of non-government organisations (NGOs) struggle in visualizing and functioning with corporate style efficiencies. TCS' Tech CSR Team uses information technology (IT) as key enabler to assist such organizations and is instrumental in analyzing and highlighting areas of improvement and suggesting processes and systems to increase efficiency for social organizations. This has assisted NGOs in highlighting increased visibility of their programme activities and initiatives - to their teams, management and donors. This in turn translates into enhancement of NGOs overall experience due to increase in efficiency, credibility and accountability which is substantiated by fact based statistics. In Financial Year 2015 the Tech CSR Team has focused on supporting multiple Health based initiatives for organizations like Retina India Foundation (Indian Retina Repository) and Operation Smile (Patient Management System). Tech CSR Team has also prepared a Case Management System to assist Justice and Care in tracking human trafficking cases. # c. Affirmative Action # i. BPS Employability Programme Since 2010, TCS has dedicated itself towards addressing this critical concern of lack of exposure to contemporary skills within the country. TCS launched a simple yet powerful employability training programme for marginalised youth across India. This Employability Training Programme comprises of 80 to 100 hours of powerful interactive content designed to develop skills that increase their chances of finding employment. The training provides an effective platform for the development of communication skills, corporate etiquette, interview skills, resume building and basic computer knowledge. Above all, the programme enables the trainees to become self-confident. Recruitment process for entry level jobs is conducted by TCS BPS post the training. In the last 3 years, the programme has trained 56,631 students with a cumulative reach of 16,676 SC/ST youth through training programmes in over 160 geographic locations. Over 3,626 of these trained youth have found employment at TCS BPS. 126 Business Responsibility Report # COPA ITI Training TCS has developed a Faculty Development Programme for Industrial Training Institute Instructors. The objective of the programme is to enhance the capability of the faculty in ITIs so that the quality and course delivery is in line with the latest industry practices on the subjects. Thus far, with our technology specialists, we have trained COPA faculty from ITIs located in Uttar Pradesh, Haryana, Gujarat, West Bengal, Maharashtra, Odisha, Karnataka and Tamil Nadu. 158 Faculty from various ITIs across 8 states have been trained and certified by TCS. # BriDgeIT BriDgeIT is a unique project to demonstrate the use of IT as a key enabler in school education, adult literacy and creation of entrepreneurs in Jhansi district (Bundelkhand region), Uttar Pradesh. This is a joint venture with the National Confederation of Dalit Organisations (NACDOR) who provides field level support in identifying schools and in the identification of young entrepreneurs; and Pratham as the domain expert is providing support in education domain support in child education. The programme reaches 500 school children through computer-aided learning, 250 adults through the adult literacy programme and also provides support to 5 Dalit entrepreneurs. In FY 15, number of Entrepreneurs reached was 31, number of children reached was 1471 and number of adults reached was 140. # Bridging the digital divide at Jhansi, Uttar Pradesh # IT Employability Programme Encouraged by the success of the BPS Employability Programme, in 2014 TCS embarked on a new initiative to promote employability. Students in the 5th semester of four engineering colleges in Andhra Pradesh, Karnataka, Madhya Pradesh and Maharashtra each, have received training through a specially designed 200hr module designed to promote employability in the IT sector. Students from 22 engineering colleges have been reached through this programme. # Other Affirmative Action Programmes At the Manuski Hostel in Pune, TCS has sponsored the education of 40 children from socially and economically disadvantaged communities. Water filters, computers and a broadband connection have also been provided within the girls' hostel; a library has been set up for the boys' hostel."
+"Uma, an entrepreneur in Jhansi sponsored through TCS' BriDgeIT Program Childrens' Day at Manuski Girls Hostel Business Responsibility Report 127 # Annual Report 2014-15 In NOIDA, TCS has associated with Vidya & Child to promote learning in Maths, English and other soft skills among children in these locations. TCS also provides financial support for meritorious students in Class XI and Class XII. TCS has been supporting students through FAEA for the past 4 years. This year, TCS contributed INR 3,50,000 towards 5 scholarships through Foundation for Academic Excellence and Access (FAEA) to help SC/ST students studying in professional courses in leading colleges in the country. # d. Global Initiatives TCS has completed over 65 consulting projects for non-profit organizations through NPower, resulting in over $1 Million of social good. NPower through TCS' support has trained over 360 disadvantaged youth and 80 veterans, providing them with internship and job placements. President Barack Obama recognized TCS as a partner of US2020 in the 2014 'Educate to Innovate' progress report. TCS announced partnership with US2020 at an event hosted by the Clinton Global Initiative to mobilize STEM Professionals to Mentor Students. # Students learn the wonders of IT through TCS' goIT Program Under the STEM ""Education to Careers"" banner in North America, TCS is working to create a robust framework to promote interest and careers in Science, Technology, Engineering & Math (STEM). The goIT Student Technology programme aims to increase students' interest in IT by providing in-school IT career and awareness workshops, and hands-on technology education to high school students free of cost. Since its inception in 2009, goIT has evolved from a two-school camp to a year-long programme and has impacted over 8,800+ students across 11 cities reaching 1,800 new students. goIT was launched this year in Canada. In addition, national level partnerships have been forged with leading organisations such as US 2020, Million Women Mentors and nPower. TCS' pro-bono technology platforms for US2020 and Million Women Mentors now expand efforts to promote interest in IT & technology in APAC continues through Go for IT! and Work Placements Programmes. Go for IT is a 1 week structured and intensive work placement initiative designed to encourage girls to consider IT as a career. TCS employees interact with the trainees also sharing their personal experiences, providing insight into their current roles and thereby increasing the students' enthusiasm towards IT. Till date, the programmes have reached 6,500+ students. In FY15, the programmes reached 63 students, in 13 schools with associates pledging over 130 hours of volunteer time. 86% of students said that their participation in the TCS Work Experience programme has inspired them to study IT and 100% felt that their knowledge of the IT Industry has increased exponentially. TCS received the 5th Hong Kong Corporate Citizenship Award (2015). TCS associates have also designed and implemented a comprehensive IT system for Operation Smile China, which provides free surgeries to young patients with cleft palates. In Middle East and Africa, IT awareness in schools, Graduate Development Programmes and Customer Training in IT address the global ""Education to Careers"" theme. Till date, 30 graduates have been trained and employed; 2 IT Training centers built for marginalised communities and 2000+ customer employees. 128 Business Responsibility Report # Volunteering through TCS Maitree and Purpose4Life File: AR_TCS_2014_2015.md TCS Maitree was started with the purpose of creating a spirit of camaraderie among TCS associates and their families. Through Maitree's core Philosophy of Together Caring & Sharing we have enkindled the ""Spirit of Camaraderie"" in terms of meaningful activities for TCSers, their families & the Community. This network encourages associates and their families to look upon themselves as a part of TCS' extended family. The scope of TCS Maitree now also includes socially relevant initiatives. The initiatives undertaken promote volunteering in meaningful activities such as working with the differently abled and extra classes for under-privileged children in schools near TCS offices and Rural areas. One of the incidental objectives of TCS Maitree's Volunteering Programmes is to assist volunteers in the development of their professional and personal attributes. # TCS Purpose4Life TCS Purpose4Life initiative was launched in April 2014 and since then, the initiative has contributed over 2,21,000 hours with more than 35000 employees registered on the portal and over 2300 initiatives across Environment, Education and Health. TATA Trusts collaborated with TCS and other group companies (TSMG, TCE and TISS) to launch Mission Garima with an objective of improving the lives of conservancy workers of Municipal Corporation of Greater Mumbai."
+"TCS volunteers are entrusted with Project Yukti, an innovation-cum-competition involving ideation and propagation, execution, preliminary assessment and digitization of the idea and the survey responses received from migrant workers. So far, 52 volunteers reached out to 50 municipal chowkis and pumping stations, interacted with more than 800 workers and generated over 6500 ideas. # TCS helps students get creative at the Big Bang Fair in UK In Africa, TCS is a Level 2 BEEE contributor. In UK TCS is seen as enthusing young people into technology through its IT Futures. The programme seeks to engage students at critical stages in education, while strengthening the ability of educators to deliver effective training and relevant skills. Through IT Futures, TCS facilitated IT application development for 160 schools, IT challenges to students through 100 school workshops, 100 work placements at TCS and 12 Universities involved in programmes where students provide IT solutions to local charities. As part of this programme, TCS is proud to be a founding donor of the Queen Elizabeth Prize for Engineering. 63% reached by IT Futures indicated that they will consider an IT career and 90% of teachers say that the programme has triggered an interest in technology. In Europe, youth summer camps and technical skill enhancements programs have been instrumental in encouraging an interest in IT. This year, goIT was also launched in Sweden & Germany. # In LATAM A programme focusing on Social & Economic empowerment of differently abled was launched. Through ENABLE 3000 Volunteering hours were invested and 21 associates hired in post the training. TCS received the Best Volunteering Company (Red Cross, Ecuador) and Company with Best Social Service Practices (Foundation Tierra Nueva of Carollo Father). # TCS associates volunteer time to make Math and Science interesting for children in villages Business Responsibility Report 129 # Annual Report 2014-15 # Support to Disaster Relief This year, the Company and associates extended support to the relief efforts of Tata Relief Committee and the PM's Relief Fund in Jammu & Kashmir, Andhra Pradesh and Odisha. # Principle 9 Businesses should engage with and provide value to their customers and consumers in a responsible manner. 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year. |Total number of customer complaints received during the financial year|183| |---|---| |Percentage of customer complaints open as on March 31, 2015|6.56%| 2. Does the company display product information on the product label, over and above what is mandated as per local laws? TCS is a software solution provider hence this question is not applicable to us. Remarks(additional information) - None 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so. As on date, there are no anti-competitive, abuse of dominant position or unfair trade practices cases pending against the Company. 4. Did your company carry out any consumer survey/ consumer satisfaction trends? Customer satisfaction surveys are carried out on a half yearly basis. The survey is done at an account-level and measures TCS' performance on various parameters across multiple dimensions. # Business Responsibility Report # Consolidated Financial Statements 131 # Annual Report 2014-15 # INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS # TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED # Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Tata Consultancy Services Limited ('the Company') and its subsidiaries (the Company and its subsidiaries constitute 'the Group'), which comprise the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. # Management's Responsibility for the Consolidated Financial Statements The Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 ('the Act') that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014."
+"The respective Board of Directors of the Company and its subsidiaries are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the respective assets of the Company and its subsidiaries and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of these consolidated financial statements by the Board of Directors of the Company. # Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors referred to in the Other Matter below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. # Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2015 and the consolidated profit and its consolidated cash flows for the year ended on that date. # Other Matter We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of ` 9666.66 crores as at March 31, 2015, total revenues of ` 14404.85 crores and net cash inflows amounting to ` 355.62 crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors. Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the Management. 132 Consolidated Financial Statements # Report on Other Legal and Regulatory Requirements 1."
+"As required by the Companies (Auditor's Report) Order, 2015 ('the Order'), issued by the Central Government of India in terms of Section 143 (11) of the Act, based on the comments in the auditors' report of the Company and on the auditors' reports issued in accordance with the Order on subsidiary companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143 (3) of the Act, we report, to the extent applicable, that: We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the consolidated financial statements. 3. In our opinion, proper books of account as required by law relating to preparation of the consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. 4. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. 5. In our opinion, the consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 6. On the basis of the written representations received from the Directors of the Company as on March 31, 2015, taken on record by the Board of Directors of the Company and the reports of the auditors of its subsidiary companies incorporated in India, none of the Directors of the Company and its subsidiaries, incorporated in India is disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act. 7. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: The Group has disclosed the impact of pending litigations on the consolidated financial position of the Group in its consolidated financial statements as of March 31, 2015. 8. The Group has made provisions in its consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts. 9. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W / W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 16, 2015 # Consolidated Financial Statements 133 # Annual Report 2014-15 # ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) Our reporting on the Order includes subsidiary companies incorporated in India on which the auditors have reported on in accordance with the Order. Our report in respect of these subsidiaries is based solely on the reports of their auditors. # 1. In respect of the fixed assets of the Company and its aforesaid subsidiaries: - (a) The respective entities have maintained proper records showing full particulars, including quantitative details and situation of fixed assets. - (b) The fixed assets were physically verified during the year by the Management of the respective entities in accordance with a regular programme of verification which, in our opinion and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, no material discrepancies were noticed on such verification. # 2. In respect of the inventories of the Company and its aforesaid subsidiaries: - (a) As explained to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the inventories were physically verified during the year by the Management of the respective subsidiaries at reasonable intervals."
+"- (b) In our opinion and according to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the procedures of physical verification of inventories followed by the respective Management were reasonable and adequate in relation to the size of the Company and its respective subsidiaries and the nature of their business. - (c) In our opinion and according to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the Company and its aforesaid subsidiaries have maintained proper records of its inventories and no material discrepancies were noticed on physical verification. # 3. The Company and its aforesaid subsidiaries have not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Registers maintained under Section 189 of the Act by the respective entities. # 4. In our opinion and according to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and its aforesaid subsidiaries and the nature of their business respectively with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audits and based on auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, we have not observed any major weakness in such internal control system. # 5. In our opinion and according to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the Company and its aforesaid subsidiaries have not accepted deposits during the year and do not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company and its aforesaid subsidiaries. # 6. The provisions of clause 3 (vi) of the Order are not applicable to the Company and its aforesaid subsidiaries as the respective entities are not covered by the Companies (Cost Records and Audit) Rules, 2014. # 7. According to the information and explanations given to us and based on auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, in respect of statutory dues of the Company and its aforesaid subsidiaries: - (a) The respective entities have generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities. - (b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable. - (c) Details of dues of Income Tax, Sales Tax and Value Added Tax and Service Tax which have not been deposited as at March 31, 2015 on account of dispute are given below: |Particulars|Period to which the amount relates|Forum where the dispute is pending|Amount (` crores)| |---|---|---|---| |Income Tax|2005-06, 2008-09|Income Tax Appellate Tribunal|157.16| | |2007-08, 2008-09, 2009-10, 2011-12, 2012-13|Commissioner of Income Tax (Appeals)|505.71| | |2008-09|Assessing Officer|3.61| # Consolidated Financial Statements # Particulars |Period to which the amount relates|Forum where the dispute is pending|Amount (` crores)| |---|---|---| |Sales Tax and Value Added Tax|High court|22.82| |2001-02, 2003-04, 2004-05, 2005-06, 2007-08, 2009-10, 2012-13|Tribunal|7.06| |2002-03, 2003-04, 2004-05, 2005-06, 2006-07, 2007-08|Deputy Commissioner|7.56| |2008-09, 2009-10, 2010-11|Joint Commissioner|4.42| |2001-02, 2005-06, 2011-12|Assistant Commissioner|0.49| |2007-08, 2008-09, 2009-10|Additional Commissioner|0.02| |Service Tax|Appellate Tribunal|12.12| |2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10|Commissioner of Service Tax (Appeals)|0.15| There were no dues of Wealth Tax, duty of Customs, duty of Excise and Cess which have not been deposited as at March 31, 2015 on account of dispute. (d) The Company and its aforesaid subsidiaries have been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder within time. # 8."
+"The Group does not have accumulated losses. The Group has not incurred cash losses on a consolidated basis during the financial year covered by our audit and in the immediately preceding financial year. # 9. In our opinion and according to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the respective entities have not defaulted in repayment of dues to a bank during the year and did not have any amount outstanding to financial institutions or debenture holders. # 10. In our opinion and according to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the Company and its aforesaid subsidiaries have not given guarantees for loans taken by others from banks and financial institutions. Therefore, the provisions of the clause 3 (x) of the Order are not applicable to the Group. # 11. According to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the respective entities did not avail any term loan during the year. # 12. To the best of our knowledge and belief and according to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, no fraud by the Company and its aforesaid subsidiaries and no material fraud on the Company and its aforesaid subsidiaries has been noticed or reported during the year. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W / W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 16, 2015 # Consolidated Financial Statements 135 # Annual Report 2014-15 # Consolidated Balance Sheet as at March 31, 2015 |(` crores)|Note|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |I. EQUITY AND LIABILITIES|I. EQUITY AND LIABILITIES|I. EQUITY AND LIABILITIES|I. EQUITY AND LIABILITIES| |Shareholders' funds|Shareholders' funds|Shareholders' funds|Shareholders' funds| |(a) Share capital|3|195.87|195.87| |(b) Reserves and surplus|4|50438.89|48998.89| |Total Shareholders' funds|Total Shareholders' funds|50634.76|49194.76| |Minority interest| |1127.76|707.99| |Non-current liabilities|Non-current liabilities|Non-current liabilities|Non-current liabilities| |(a) Long-term borrowings|5|114.27|127.26| |(b) Deferred tax liabilities (net)|6 (a)|342.96|308.80| |(c) Other long-term liabilities|7|825.02|743.07| |(d) Long-term provisions|8|297.87|385.59| |Total Non-current liabilities|Total Non-current liabilities|1580.12|1564.72| |Current liabilities|Current liabilities|Current liabilities|Current liabilities| |(a) Short-term borrowings|9|185.56|127.09| |(b) Trade payables| |8830.93|5536.02| |(c) Other current liabilities|10|3646.59|3621.24| |(d) Short-term provisions|11|7655.16|6385.96| |Total Current liabilities|Total Current liabilities|20318.24|15670.31| |TOTAL|TOTAL|73660.88|67137.78| |II. ASSETS|II. ASSETS|II. ASSETS|II. ASSETS| |Non-current assets|Non-current assets|Non-current assets|Non-current assets| |(a) Fixed assets|12| | | |(i) Tangible assets| |9376.12|7034.81| |(ii) Intangible assets| |168.83|240.74| |(iii) Capital work-in-progress| |2766.37|3168.48| |Total Fixed assets|Total Fixed assets|12311.32|10444.03| |(b) Non-current investments|13|169.18|2275.27| |(c) Deferred tax assets (net)|6 (b)|593.94|420.06| |(d) Long-term loans and advances|14|9154.92|7286.62| |(e) Other non-current assets|15|525.30|1545.33| |(f) Goodwill (on consolidation)| |2093.22|2268.78| |Total Non-current assets|Total Non-current assets|24847.88|24240.09| |Current assets|Current assets|Current assets|Current assets| |(a) Current investments|16|1492.60|1158.47| |(b) Inventories|17|16.07|15.21| |(c) Unbilled revenue|18|3827.08|4005.61| |(d) Trade receivables|19|20437.94|18230.40| |(e) Cash and bank balances|20|18556.04|14441.84| |(f) Short-term loans and advances|21|4146.45|4310.80| |(g) Other current assets|22|336.82|735.36| |Total Current assets|Total Current assets|48813.00|42897.69| |TOTAL|TOTAL|73660.88|67137.78| |III. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS| |1-48|1-48|1-48|1-48| As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry Chairman N. Chandrasekaran CEO and Managing Director Prof. Clayton M. Christensen Director Aman Mehta Director Ishaat Hussain Director V. Thyagarajan Director P. R. Ramesh Partner Dr. Ron Sommer Director Dr. Vijay Kelkar Director Phiroz Vandrevala Director O. P. Bhatt Director Aarthi Subramanian Executive Director Rajesh Gopinathan Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 16, 2015 Mumbai, April 16, 2015 136 Consolidated Financial Statements # Consolidated Statement of Profit and Loss for the year ended March 31, 2015 |(` crores)|Note|2015|2014| |---|---|---|---| |I. Revenue from operations|23|94648.41|81809.36| |(Net of excise duty of ` 4.09 crores (Previous year ` 3.15 crores))|(Net of excise duty of ` 4.09 crores (Previous year ` 3.15 crores))|(Net of excise duty of ` 4.09 crores (Previous year ` 3.15 crores))|(Net of excise duty of ` 4.09 crores (Previous year ` 3.15 crores))| |II. Other income (net)|24|3229.91|1636.74| |TOTAL REVENUE| |97878.32|83446.10| |III. Expenses:| | | | |(a) Employee benefit expense|25|38701.15|29860.01| |(b) Operation and other expenses|26|31465.55|26796.56| |(c) Finance costs|27|104.19|38.52| |(d) Depreciation and amortisation expense|12|1798.69|1349.15| |TOTAL EXPENSES| |72069.58|58044.24| |IV. PROFIT BEFORE EXCEPTIONAL ITEM AND TAX| |25808.74|25401.86| |V. Exceptional item|44|489.75|-| |VI. PROFIT BEFORE TAX| |26298.49|25401.86| |VII."
+"Tax expense:| | | | |(a) Current tax|28|6275.65|6148.26| |(b) Deferred tax| |(28.18)|(27.14)| |(c) Fringe benefit tax| |0.37|0.13| |(d) MAT credit entitlement|28|(9.05)|(51.26)| | | |6238.79|6069.99| |VIII. PROFIT FOR THE YEAR BEFORE MINORITY INTEREST| |20059.70|19331.87| |IX. Minority interest| |207.52|168.00| |X. PROFIT FOR THE YEAR| |19852.18|19163.87| |XI. Earnings per equity share :- Basic and diluted (`)|38|101.35|97.67| |Weighted average number of equity shares (face value of ` 1 each)| |1,95,87,27,979|1,95,87,27,979| |XII. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS| |1-48| | As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chartered Accountants Aman Mehta Ishaat Hussain V. Thyagarajan P. R. Ramesh Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Partner File: AR_TCS_2014_2015.md O. P. Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 16, 2015 Mumbai, April 16, 2015 Consolidated Financial Statements 137 # Annual Report 2014-15 # Consolidated Cash Flow Statement for the year ended March 31, 2015 |Note|2015|2014| |---|---|---| |I CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit before tax|26298.49|25401.86| |Adjustments for:| | | |Depreciation and amortisation expense|1308.94|1349.15| |Bad debts written-off / (recovered) (net)|12.46|(5.71)| |Provision of doubtful receivables (net)|158.60|90.96| |Provision for doubtful advances (net)|6.42|10.17| |Advances written off / (recovered) (net)|0.25|(0.12)| |Diminution in value of investments (net)|1.40| | |Interest expense|104.19|38.52| |Profit on sale of fixed assets (net)|(2.54)|(4.55)| |Unrealised exchange loss / (gain) (net)|27.05|(68.45)| |Exchange difference on translation of foreign currency cash and cash equivalents|27.26|(43.66)| |Dividend income from current investments (mutual funds)|(9.49)|(9.25)| |Interest income|(1596.61)|(1340.00)| |Profit on redemption of mutual funds and sale of other investments (net)|(233.10)|(173.09)| |Operating profit before working capital changes|26103.32|25245.83| |Inventories|(0.86)|5.94| |Unbilled revenue|212.76|(811.60)| |Trade receivables|(2158.04)|(4015.80)| |Loans and advances and other assets|(711.75)|(296.00)| |Trade payables, other liabilities and provisions|3405.11|1666.67| |Cash generated from operations|26850.54|21795.04| |Taxes paid|(7481.76)|(7043.63)| |Net cash provided by operating activities|19368.78|14751.41| |II CASH FLOWS FROM INVESTING ACTIVITIES| | | |Purchase of fixed assets|(2949.20)|(3126.15)| |Proceeds from sale of fixed assets|6.70|13.83| |Acquisition of subsidiaries net of cash of ` 25.23 crores (March 31, 2014: ` 53.80 crores)|(263.65)|(452.41)| |Purchase of shares from minority shareholders|(74.47)| | |Purchase of mutual funds and other investments|(67296.17)|(82613.36)| |Redemption of mutual funds and sale of other investments|69360.96|81326.64| |Inter-corporate deposits placed|(1797.00)|(2665.00)| |Inter-corporate deposits matured|1952.00|3539.77| |Fixed deposit placed with banks having original maturity over three months|(15538.60)|(12774.14)| |Fixed deposit with banks matured having original maturity over three months|13064.39|5706.77| |Earmarked deposits placed with banks|(195.44)| | |Earmarked deposits with banks matured|25.27| | |Dividends received from current investments (mutual funds)|9.49|9.25| |Interest received|1994.40|1367.72| |Net cash used in investing activities|(1701.32)|(9667.08)| # Consolidated Cash Flow Statement for the year ended March 31, 2015 (Contd.) | |(` crores)|Note|2015|2014| |---|---|---|---|---| |III CASH FLOWS FROM FINANCING ACTIVITIES| | | | | |Redemption of preference shares| | |-|(100.00)| |Repayment of long-term borrowings| | |(0.47)|(1.24)| |Short-term borrowings (net)| | |43.41|8.44| |Proceeds from other borrowings| | |-|117.67| |Repayment of other borrowings| | |-|(140.02)| |Dividend paid, including dividend tax| | |(17020.46)|(5480.07)| |Dividend paid to minority shareholders of subsidiaries and dividend tax on dividend paid by subsidiaries| | |(85.11)|(39.96)| |Interest paid| | |(104.98)|(38.06)| |Net cash used in financing activities| | |(17167.61)|(5673.24)| |Net increase/(decrease) in cash and cash equivalents| | |499.85|(588.91)| |Cash and cash equivalents at the beginning of the year| | |1467.86|1841.36| |Exchange difference on translation of foreign currency cash and cash equivalents| | |(105.82)|215.41| |Cash and cash equivalents at the end of the year|20| |1861.89|1467.86| |Earmarked balances with banks| | |312.67|25.59| |Short-term bank deposits| | |16381.48|12948.39| |Cash and bank balances at the end of the year|20| |18556.04|14441.84| |Supplementary disclosure of cash flow non-cash investing activities:| | | | | |Investment in shares at cost received in settlement of trade receivables| | |58.87|-| |Issue of shares on acquisition of subsidiary| | |69.05|-| # IV NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1-48 As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry Chairman N. Chandrasekaran CEO and Managing Director Prof. Clayton M. Christensen Director Aman Mehta Director Ishaat Hussain Director V. Thyagarajan Director P. R. Ramesh Partner Dr. Ron Sommer Director Dr. Vijay Kelkar Director Phiroz Vandrevala Director O. P."
+"Bhatt Director Aarthi Subramanian Executive Director Rajesh Gopinathan Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 16, 2015 Mumbai, April 16, 2015 Consolidated Financial Statements 139 # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 1) CORPORATE INFORMATION Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively referred to as ""the Group"") provide consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of multiple locations around the globe. The Group's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Cloud Services, Connected Marketing Solutions, Consulting, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON -Small and Medium Businesses, IT Infrastructure Services, Mobility Products and Services and Platform Solutions. As at March 31, 2015, Tata Sons Limited owned 73.69 % of the Company's equity share capital and has the ability to control its operating and financial policies. The Company's registered office is in Mumbai and it has 60 subsidiaries across the globe. # 2) SIGNIFICANT ACCOUNTING POLICIES # a) Basis of preparation These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India ('Indian GAAP') to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared under the historical cost convention on accrual basis, except for certain financial instruments which are measured at fair value. # b) Principles of consolidation The financial statements of the subsidiary companies used in the consolidation are drawn up to the same reporting date as of the Company. The consolidated financial statements have been prepared on the following basis: 1. The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealised profits or losses have been fully eliminated. 2. The share of profit / loss of associate companies is accounted under the 'Equity method' as per which the share of profit / loss of the associate company has been adjusted to the cost of investment. An associate is an enterprise in which the investor has significant influence and which is neither a subsidiary nor a joint venture. 3. The excess of the cost to the parent of its investments in a subsidiary over the parent's portion of equity at the date on which investment in the subsidiary is made, is recognised as 'Goodwill (on consolidation)'. When the cost to the parent of its investment in a subsidiary is less than the parent's portion of equity of the subsidiary at the date on which investment in the subsidiary is made, the difference is treated as 'Capital Reserve (on consolidation)' in the consolidated financial statements. 4. Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments in the subsidiary companies are made and further movements in their share in the equity, subsequent to the dates of investments. 5. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. # c) Use of estimates The preparation of financial statements requires the management of the Group to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year. Example of such estimates include provision for doubtful receivables, employee benefits, provision for income taxes, accounting for contract costs expected to be incurred, the useful lives of depreciable fixed assets and provision for impairment. Future results could differ due to changes in these estimates and the difference between the actual result and the estimates are recognised in the period in which the results are known / materialise. # d) Fixed Assets Fixed assets are stated at cost, less accumulated depreciation / amortisation. Costs include all expenses incurred to bring the assets to its present location and condition. Fixed assets exclude computers and other assets individually costing ` 50,000 or less which are not capitalised except when they are part of a larger capital investment programme."
+"# e) Depreciation / Amortisation In respect of fixed assets (other than freehold land and capital work-in-progress) acquired during the year, depreciation / amortisation is charged on a straight line basis so as to write off the cost of the assets over the useful lives and for the assets acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life based on an evaluation. # 140 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements |Type of asset|Period| |---|---| |Leasehold land and buildings|Lease period| |Freehold buildings|20 years| |Factory buildings|20 years| |Leasehold improvements|Lease period| |Plant and machinery|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|10 years| |Furniture and fixtures|5 years| |Goodwill|12 years| |Acquired contract rights|12 years| |Intellectual property / distribution rights|5 Years| |Rights under licensing agreement and software licenses|License period| Fixed assets purchased for specific projects are depreciated over the period of the project or the useful life stated above, whichever is shorter. # f) Leases Where the Group, as a lessor, leases assets under finance lease, such amounts are recognised as receivables at an amount equal to the net investment in the lease and the finance income is based on a constant rate of return on the outstanding net investment. Assets taken on lease by the Group in its capacity as lessee, where the Group has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vests with the lessor, are recognised as operating lease. Lease rentals under operating lease are recognised in the statement of profit and loss on a straight-line basis. # g) Impairment At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash generating unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment. Recoverable amount is the higher of an asset's net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and risks specific to the asset. Reversal of impairment loss is recognised as income in the statement of profit and loss. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment annually or more frequently when there is indication for impairment. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. # h) Investments Long-term investments and current maturities of long-term investments are stated at cost, less provision for other than temporary diminution in value. Current investments, except for current maturities of long-term investments, comprising investments in mutual funds are stated at the lower of cost and fair value. # i) Employee benefits # i) Post-employment benefit plans Contributions to defined contribution retirement benefit schemes are recognised as expense when employees have rendered services entitling them to such benefits. Consolidated Financial Statements 141 # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # i) Defined Benefit Schemes For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the statement of profit and loss for the period in which they occur."
+"Past service cost is recognised immediately to the extent that the benefits are already vested or amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # ii) Other Employee Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the service. These benefits include compensated absences such as paid annual leave, overseas social security contributions and performance incentives. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # j) Revenue Recognition Revenue from contracts priced on a time and material basis are recognised when services are rendered and related costs are incurred. Revenue from turnkey contracts, which are generally time bound fixed price contracts, are recognised over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognised when probable. Revenue from the sale of equipments are recognised upon delivery, which is when the title passes to the customer. Revenue from sale of software licenses are recognised upon delivery. Revenue from maintenance contracts are recognised on pro-rata basis over the period of the contract. In respect of Business Process Services, revenue on time and material and unit priced contracts is recognised as the related services are rendered, whereas revenue from fixed price contracts is recognised using the proportionate completion method with contract cost determining the degree of completion. Revenue is reported net of discounts. Dividend is recorded when the right to receive payment is established. Interest income is recognised on time proportion basis taking into account the amount outstanding and the rate applicable. # k) Taxation Current income tax expense comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in countries where such operations are domiciled. Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company and its Indian subsidiaries will pay normal income tax after the tax holiday period. Accordingly, MAT is recognised as an asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with it will fructify. Deferred tax expense or benefit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available to realise such assets. In other situations, deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realise these assets. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction for relevant tax paying units and where the Group is able to and intends to settle the asset and liability on a net basis. The Group offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws."
+"# 142 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # l) Foreign currency transactions Income and expense in foreign currencies are converted at exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities other than net investments in non-integral foreign operations are translated at the exchange rate prevailing on the balance sheet date and the exchange gains or losses are recognised in the statement of profit and loss. Exchange difference arising on a monetary item that, in substance, forms part of an enterprise's net investments in a non-integral foreign operation are accumulated in a foreign currency translation reserve. Premium or discount on foreign exchange forward, option and futures contracts are amortised and recognised in the statement of profit and loss over the period of the contract. Foreign exchange forward, option and future contracts outstanding at the balance sheet date, other than designated cash flow hedges, are stated at fair values and any gains or losses are recognised in the statement of profit and loss. For the purpose of consolidation, income and expenses are translated at average rates and the assets and liabilities are stated at closing rate. The net impact of such change is accumulated under foreign currency translation reserve. # m) Derivative instruments and hedge accounting The Group uses foreign exchange forward, option and futures contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Group designates these hedging instruments as cash flow hedges. The use of hedging instruments is governed by the Group's policies approved by the Board of Directors, which provide written principles on the use of such financial derivatives consistent with the Group's risk management strategy. Hedging instruments are initially measured at fair value, and are remeasured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of future cash flows are recognised directly in shareholders' funds and the ineffective portion is recognised immediately in the statement of profit and loss. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the fair value change in the intrinsic value of the option. The change in fair value of the time value of derivative instruments is accumulated in hedging reserve, a component of shareholders' funds and is transferred to statement of profit and loss when the forecast transaction occurs. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the statement of profit and loss as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on the hedging instrument recognised in shareholders' funds is retained there and is transferred to statement of profit and loss when the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in shareholders' funds is transferred to the statement of profit and loss. # n) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at the lower of cost and net realisable value. Finished goods produced or purchased by the Group are carried at the lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # o) Government grants Government grants are recognised when there is reasonable assurance that the Group will comply with the conditions attached to them and the grants will be received. Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. The grant is recognised as income over the life of a depreciable asset by way of a reduced depreciation charge. Other government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic and rational basis."
+"# p) Provisions, Contingent liabilities and Contingent assets A provision is recognised when the Group has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements. # q) Cash and cash equivalents The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Consolidated Financial Statements 143 # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 3) SHARE CAPITAL The Authorised, Issued, Subscribed and Fully paid-up share capital comprises of equity shares and redeemable preference shares having a par value of ` 1 each as follows: | |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |Authorised| | | | |(i) 420,05,00,000 equity shares of ` 1 each| |420.05|420.05| |(ii) 105,02,50,000 redeemable preference shares of ` 1 each| |105.03|105.03| | |Total Authorised|525.08|525.08| |Issued, Subscribed and Fully paid-up| | | | |195,87,27,979 equity shares of ` 1 each| |195.87|195.87| | |Total Issued, Subscribed and Fully paid-up|195.87|195.87| The Authorised share capital was increased to 420,05,00,000 equity shares of ` 1 each and 105,02,50,000 redeemable preference shares of ` 1 each pursuant to the amalgamation of two wholly-owned subsidiaries, Retail FullServe Limited and Computational Research Laboratories Limited vide Order dated March 22, 2013 and TCS e-Serve Limited vide order dated September 6, 2013 of the Hon'ble High Court of Judicature at Bombay. # a) Reconciliation of number of shares | |As at March 31, 2015|Amount|As at March 31, 2014|Amount| |---|---|---|---|---| |Equity shares|Opening balance|195.87|195,72,20,996|195.72| | |Issued during the year|-|15,06,983|0.15| | |Closing balance|195.87|195,87,27,979|195.87| |Preference shares|Opening balance|-|100,00,00,000|100.00| | |Redeemed during the year|-|(100,00,00,000)|(100.00)| | |Closing balance|-| |-| # b) Rights, preferences and restrictions attached to shares Equity shares: The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. File: AR_TCS_2014_2015.md Preference shares: Preference shares carried a fixed cumulative dividend of 1% per annum and a variable non-cumulative dividend of 1% of the difference between the rate of dividend declared during the year on the equity shares of the Company and the average rate of dividend declared on the equity shares of the Company for three years preceding the year of issue of the redeemable preference shares."
+"# Notes forming part of the Consolidated Financial Statements # c) Shares held by Holding company, its Subsidiaries and Associates |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Equity shares| | | |Holding company|144.35|144.35| |144,34,51,698 equity shares (March 31, 2014 : 144,34,51,698 equity shares) are held by Tata Sons Limited| | | |Subsidiaries and Associates of Holding company| | | |10,29,700 equity shares (March 31, 2014 : 10,29,700 equity shares) are held by Tata Industries Limited|0.10|0.10| |5,90,452 equity shares (March 31, 2014 : 5,90,452 equity shares) are held by Tata Investment Corporation Limited|0.06|0.06| |200 equity shares (March 31, 2014 : 200 equity shares) are held by Tata Capital Limited*|-|-| |83,232 equity shares (March 31, 2014 : 83,232 equity shares) are held by Tata International Limited|0.01|0.01| |24,400 equity shares (March 31, 2014 : Nil equity shares) are held by Tata Steel Limited*|-|-| |452 equity shares (March 31, 2014 : 452 equity shares) are held by The Tata Power Company Limited*|-|-| |Total|144.52|144.52| * Equity shares having value less than ` 50,000 # d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |Equity shares| | | |Tata Sons Limited, the Holding company|144,34,51,698|144,34,51,698| | |73.69%|73.69%| # e) Equity shares allotted as fully paid up (during 5 years preceding March 31, 2015) including equity shares issued pursuant to contract without payment being received in cash 15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of arrangement (""the Scheme"") sanctioned by the High Court of Judicature at Bombay vide their order dated September 6, 2013. Consolidated Financial Statements 145 # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 4) RESERVES AND SURPLUS Reserves and surplus consist of the following: | |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |(a) Capital reserve (on consolidation)| | | | |(i) Opening balance| |24.50|24.50| |(ii) Addition during the year (net) (Refer Note 30(a))| |50.76|-| | | |75.26|24.50| |(b) Capital redemption reserve| | | | |(i) Opening balance| |157.52|0.40| |(ii) Transferred from surplus in statement of profit and loss| |255.57|157.12| | | |413.09|157.52| |(c) Securities premium reserve| | | | |(i) Opening balance| |1918.87|1918.47| |(ii) Transferred on amalgamation| |-|0.40| | | |1918.87|1918.87| |(d) Foreign currency translation reserve| | | | |(i) Opening balance| |1547.78|972.11| |(ii) (Deduction) / Addition during the year (net)| |(496.61)|575.67| | | |1051.17|1547.78| |(e) Hedging reserve (Refer Note 41)| | | | |(i) Opening balance| |29.64|46.11| |(ii) Addition / (Deduction) during the year (net)| |121.11|(16.47)| | | |150.75|29.64| |(f) General reserve| | | | |(i) Opening balance| |5742.39|5841.80| |(ii) Adjustment on amalgamation (Refer Note 30(h))| |1.15|(1982.82)| |(iii) Transferred from surplus in statement of profit and loss| |1953.64|1883.41| | | |7697.18|5742.39| |(g) Statutory reserve| | | | |(i) Opening balance| |73.68|16.65| |(ii) Transferred from surplus in statement of profit and loss| |46.24|57.03| | | |119.92|73.68| |(h) Surplus in statement of profit and loss| | | | |(i) Opening balance| |39504.51|29529.97| |(ii) Add : Profit for the year| |19852.18|19163.87| | | |59356.69|48693.84| |(iii) Less : Appropriations| | | | |(a) Interim dividends on equity shares| |10772.92|2349.87| |(b) Proposed final dividend on equity shares| |4700.95|3917.46| |(c) Dividend on redeemable preference shares| |-|28.76| |(d) Tax on dividend| |2635.69|795.68| |(e) Write back of tax on dividend of prior year| |(20.97)|-| |(f) Capital redemption reserve| |255.57|157.12| |(g) General reserve| |1953.64|1883.41| |(h) Statutory reserve| |46.24|57.03| | | |39012.65|39504.51| | | |50438.89|48998.89| The Board of Directors at their meeting held on April 16, 2015 recommended a final dividend of ` 24 per equity share. 146 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 5) LONG-TERM BORROWINGS Long-term borrowings consist of the following: | |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |(a) Secured loans| |113.69|126.21| |(b) Unsecured loans| |0.58|1.05| | |Total|114.27|127.26| Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements."
+"# 6) DEFERRED TAX BALANCES Deferred tax balances consist of the following: | |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |(a) Deferred tax liabilities (net)| |342.96|308.80| |(i) Foreign branch profit tax| |256.03|217.88| |(ii) Depreciation and amortisation| |25.11|16.40| |(iii) Employee benefits| |(0.61)|(0.95)| |(iv) Provision for doubtful receivables, loans and advances| |(0.17)|(0.11)| |(v) Others| |62.60|75.58| |(b) Deferred tax assets (net)| |593.94|420.06| |(i) Depreciation and amortisation| |(129.55)|(57.98)| |(ii) Employee benefits| |293.57|211.20| |(iii) Operating lease liabilities| |83.10|72.19| |(iv) Provision for doubtful receivables, loans and advances| |158.07|112.70| |(v) Others| |188.75|81.95| # 7) OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following: | |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |(a) Capital creditors| |67.53|92.27| |(b) Operating lease liabilities| |344.51|292.71| |(c) Others| |412.98|358.09| | |Total|825.02|743.07| Others include advance taxes paid of ` 333.28 crores (March 31, 2014: ` 333.28 crores) by the seller of TCS e-Serve Limited which, on refund by tax authorities, is payable to the seller. # 8) LONG-TERM PROVISIONS Long-term provisions consist of the following: | |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |(a) Provision for employee benefits| | | | |(i) Gratuity| |21.50|158.78| |(ii) Foreign defined benefit plans| |140.42|74.17| |(iii) Other post retirement benefits| |41.47|41.96| |(b) Provision for foreseeable loss on a long-term contract| |94.48|110.68| | |Total|297.87|385.59| # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 9) SHORT-TERM BORROWINGS Short-term borrowings consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| | |---|---|---|---| |(a) Secured loans|Borrowings from entity other than banks|-|33.58| |(b) Unsecured loans|Loans repayable on demand from banks|-|93.51| | |Overdraft from bank|185.56|-| | |Total|185.56|127.09| Secured loans from other parties were secured against trade receivables. # 10) OTHER CURRENT LIABILITIES Other current liabilities consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Current maturities of long-term debt|0.47|0.47| |(b) Current maturities of obligations under finance lease (Refer Note 36)|57.40|42.05| |(c) Interest accrued but not due on borrowings|0.48|1.27| |(d) Income received in advance|1062.31|1050.73| |(e) Unclaimed dividends|19.77|13.82| |(f) Advance received from customers|130.76|62.81| |(g) Operating lease liabilities|57.50|37.09| |(h) Fair values of foreign exchange forward, option and future contracts secured against trade receivables|19.75|22.95| |(i) Statutory liabilities|1143.66|1179.52| |(j) Capital creditors|337.41|487.53| |(k) Liabilities for cost related to customer contracts|727.79|648.11| |(l) Other payables|89.29|74.89| |Total|3646.59|3621.24| Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements. # 11) SHORT-TERM PROVISIONS Short-term provisions consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Provision for employee benefits|1356.15|1046.90| |(b) Proposed final dividend on equity shares|4700.95|3917.46| |(c) Proposed dividend on redeemable preference shares|-|28.76| |(d) Tax on dividend|947.68|683.13| |(e) Current income taxes (net)|547.34|672.10| |(f) Provision for foreseeable loss on a long-term contract|103.04|37.61| |Total|7655.16|6385.96| Provision for employee benefits includes provision for compensated absences and other short-term employee benefits."
+"148 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 12) FIXED ASSETS Fixed assets consist of the following: # (i) Tangible assets |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Gross block as at April 1, 2014|346.13|216.58|3508.02|2.77|14.62|1289.89|10.29|4166.29|27.80|1513.11|1050.35|1016.55|13162.40| | | |343.59|201.07|2889.61|2.77|14.59|1052.17|10.67|3547.79|26.79|1248.20|900.06|759.03|10996.34| | |Additions|0.30|1.01|1302.64|-|-|260.68|116.40|964.06|4.72|237.28|245.36|255.84|3388.29| | | |0.64|15.51|612.44|-|-|273.53|-|678.12|3.16|265.53|166.17|250.54|2265.67| | |Assets acquired on acquisition|-|-|-|-|-|164.04|-|71.98|-|31.37|4.52|0.74|272.65| | |Deletions / Adjustments|-|-|(0.34)|-|-|1.94|(0.01)|(65.49)|(3.95)|(10.15)|(0.82)|0.70|(78.12)| | | |-|(0.08)|-|-|(51.12)|(0.38)|(112.62)|(2.39)|(8.46)|(13.88)|(8.29)|(197.22)| | | |Translation exchange difference|0.83|-|2.66|-|-|(38.51)|-|(64.15)|(0.20)|(2.75)|(4.64)|(14.51)|(121.27)| | | |1.90|-|6.05|-|15.31|-|49.58|0.09|7.84|(2.00)|10.27|89.04| | | |Gross block as at March 31, 2015|347.26|217.59|4812.98|2.77|14.62|1678.04|126.68|5072.69|28.37|1768.86|1294.77|1259.32|16623.95| | | |346.13|216.58|3508.02|2.77|14.62|1289.89|10.29|4166.29|27.80|1513.11|1050.35|1016.55|13162.40| | | |Accumulated depreciation as at April 1, 2014|-|(16.28)|(602.45)|(1.43)|(12.63)|(634.31)|(10.27)|(2894.92)|(17.78)|(672.31)|(484.14)|(781.07)|(6127.59)| | |-|(13.30)|(469.53)|(1.23)|(11.44)|(544.99)|(10.60)|(2411.87)|(16.36)|(545.32)|(407.83)|(572.16)|(5004.63)| | |Depreciation for the year|-|(3.07)|100.13|(0.08)|(0.41)|(182.39)|(5.99)|(743.06)|(6.03)|(301.35)|(3.97)|(100.98)|(1247.20)| | | |-|(2.98)|(132.20)|(0.20)|(1.21)|(131.97)|(0.05)|(566.28)|(3.16)|(136.52)|(96.81)|(212.60)|(1283.98)| | |Deletions / Adjustments|-|0.08|-|-|0.18|0.01|61.57|3.82|6.41|0.41|1.65|74.13| | | | |-|0.05|-|-|0.02|50.10|0.38|108.19|1.83|12.72|17.89|7.45|198.63| | |Translation exchange difference|-|(0.50)|-|-|11.48|-|35.22|(0.19)|(0.26)|(1.12)|(5.06)|(52.83)| | | | |-|(0.77)|-|-|(7.45)|-|(24.96)|(0.09)|(3.19)|2.61|(3.76)|(37.61)| | | | |Accumulated depreciation as at March 31, 2015|-|(19.35)|(502.74)|(1.51)|(13.04)|(805.04)|(16.25)|(3541.19)|(19.80)|(966.99)|(486.58)|(875.34)|(7247.83)| | |-|(16.28)|(602.45)|(1.43)|(12.63)|(634.31)|(10.27)|(2894.92)|(17.78)|(672.31)|(484.14)|(781.07)|(6127.59)| | |Net book value as at March 31, 2015|347.26|198.24|4310.24|1.26|1.58|873.00|110.43|1531.50|8.57|801.87|808.19|383.98|9376.12| | | |346.13|200.30|2905.57|1.34|1.99|655.58|0.02|1271.37|10.02|840.80|566.21|235.48|7034.81| | # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 12) FIXED ASSETS (contd.) # (ii) Intangible assets |Description|Goodwill on acquisition|Acquired contract rights|Intellectual property / distribution rights|Rights under licensing agreement and software licenses|Total| |---|---|---|---|---|---| |Gross block as at April 1, 2014|327.64|252.46|13.51|141.40|735.01| | |270.10|208.12|12.93|135.50|626.65| |Additions|-|-|-|1.97|1.97| | |-|-|0.58|6.88|7.46| |Assets acquired on acquisition|-|-|-|-|-| | |-|-|-|2.37|2.37| |Deletions / Adjustments|-|-|-|(0.17)|(0.17)| | |-|-|-|(3.22)|(3.22)| |Translation exchange difference|(24.09)|(18.56)|(0.06)|(2.00)|(44.71)| | |57.54|44.34|-|(0.13)|101.75| |Gross block as at March 31, 2015|303.55|233.90|13.45|141.20|692.10| | |327.64|252.46|13.51|141.40|735.01| |Accumulated amortisation as at April 1, 2014|(218.97)|(168.76)|(12.43)|(94.11)|(494.27)| | |(158.01)|(121.78)|(11.82)|(80.24)|(371.85)| |Amortisation for the year|(26.91)|(20.74)|(0.68)|(13.41)|(61.74)| | |(26.51)|(20.43)|(0.61)|(17.62)|(65.17)| |Deletions / Adjustments|-|-|-|-|-| | |-|-|-|3.42|3.42| |Translation exchange difference|17.72|13.65|-|1.37|32.74| | |(34.45)|(26.55)|-|0.33|(60.67)| |Accumulated amortisation as at March 31, 2015|(228.16)|(175.85)|(13.11)|(106.15)|(523.27)| | |(218.97)|(168.76)|(12.43)|(94.11)|(494.27)| |Net book value as at March 31, 2015|75.39|58.05|0.34|35.05|168.83| | |108.67|83.70|1.08|47.29|240.74| # (iii) Capital work-in-progress |Description|Total| |---|---| |Capital work-in-progress|2766.37| | |3168.48| Previous years' figures are in italics. # Notes (a) Freehold buildings include ` 2.67 crores (March 31, 2014: ` 2.67 crores) being value of investment in shares of Co-operative Housing Societies and Limited Companies. (b) Legal formalities relating to conveyance of freehold buildings having net book value ` 5.18 crores (March 31, 2014: ` 9.81 crores) are pending completion. (c) Net book value of computer equipment of ` 78.84 crores (March 31, 2014: ` 86.01 crores), leasehold improvements of ` 56.65 crores (March 31, 2014: ` 67.13 crores), office equipment of ` 2.11 crores (March 31, 2014: ` Nil) and electrical installations of ` 3.01 crores (March 31, 2014: ` Nil) are under finance lease. (d) Previous year's deletions/adjustments include ` 10.89 crores arising on realignment of depreciation policies of TCS e-Serve Limited and TCS e-Serve International Limited's SEZ undertaking consequent to the amalgamation with the Company, primarily including adjustment to office equipment for ` 6.46 crore and electrical installations ` 6.22 crores. (e) Fixed assets acquired on acquisition of IT Frontier Corporation which was renamed as Tata Consultancy Services Japan, Ltd., include Capital work in progress of ` 54.77 crores, which was subsequently capitalised. 150 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 13) NON-CURRENT INVESTMENTS Non-current investments consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) TRADE INVESTMENTS (at cost)| | | |Fully paid equity shares (unquoted)| | | |National Power Exchange Limited|1.40|1.40| |Philippine Dealing System Holdings Corporation|5.63|5.41| |Taj Air Limited|19.00|19.00| |ALMC HF*|-|-| |KOOH Sports Private Limited|3.00|3.00| |RuralShores Business Services Private Limited*|-|-| |FCM LLC|46.93|-| |Fully paid preference shares (unquoted)| | | |RuralShores Business Services Private Limited|25.00|25.00| |Mozido LLC|62.58|-| |Fully paid equity shares (quoted)| | | |Yodlee, Inc. (listed during the year)|-|-| |(b) OTHER INVESTMENTS| | | |Debentures and bonds (unquoted)|0.12|2190.22| |Government securities (unquoted)|-|25.00| |Mutual funds and other funds (unquoted)|7.04|6.36| | |170.70|2275.39| |Less: Provision for diminution in value of investments|(1.52)|(0.12)| | |169.18|2275.27| |(i) Market value of quoted investments|3.91|-| |(ii) Book value of quoted investments|-|-| |(iii) Book value of unquoted investments (net of provision)|169.18|2275.27| * Non-current investments having a value of less than ` 50,000."
+"# 14) LONG-TERM LOANS AND ADVANCES Long-term loans and advances consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Secured, considered good| | | |Loans and advances to employees|0.15|0.22| |(b) Unsecured, considered good| | | |(i) Capital advances|206.71|356.97| |(ii) Security deposits|665.02|615.66| |(iii) Loans and advances to employees|8.90|7.06| |(iv) Loans and advances to related parties|3.13|128.13| |(v) Advance tax (including refunds receivable) (net)|4092.34|3067.16| |(vi) MAT credit entitlement|1899.76|1885.46| |(vii) Indirect tax recoverable|52.49|54.76| # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 14) LONG-TERM LOANS AND ADVANCES (contd.) | |As at March 31, 2015|As at March 31, 2014| | |---|---|---|---| |(viii) Inter-corporate deposits|1572.00|858.00| | |(ix) Prepaid expenses|534.25|217.66| | |(x) Other amounts recoverable in cash or kind or for value to be received|120.17|95.54| | |(c) Unsecured, considered doubtful| | | | |Security deposits|0.31|0.31| | |Less : Provision for doubtful security deposits|(0.31)|(0.31)| | | | |9154.92|7286.62| Loans and advances to related parties comprise: |Tata Sons Limited|2.74|2.74| |---|---|---| |Tata Realty and Infrastructure Limited|0.39|45.39| |Tata Capital Financial Services Limited|-|80.00| # 15) OTHER NON-CURRENT ASSETS Other non-current assets consist of the following: | |As at March 31, 2015|As at March 31, 2014| | |---|---|---|---| |(a) Interest receivable|24.37|34.55| | |(b) Long-term bank deposits|500.08|1477.25| | |(c) Earmarked balances with banks|0.41|25.06| | |(d) Others|0.44|8.47| | | | |525.30|1545.33| Others include discount on bonds and debentures receivable on maturity of ` Nil (March 31, 2014: ` 8.47 crores). # 16) CURRENT INVESTMENTS Current investments consist of the following: | |As at March 31, 2015|As at March 31, 2014| | |---|---|---|---| |(a) Investment in mutual funds (unquoted)|1492.60|423.63| | |(b) Investment in bonds (quoted)|-|6.97| | |(c) Investment in debentures and bonds (unquoted)|-|727.87| | | | |1492.60|1158.47| (i) Market value of quoted investments - 7.58 (ii) Book value of quoted investments - 6.97 (iii) Book value of unquoted investments 1492.60 1151.50 # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 17) INVENTORIES Inventories consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Raw materials, sub-assemblies and components|12.17|8.32| |(b) Finished goods and Work-in-progress|2.16|4.90| |(c) Stores and spares|1.74|1.99| |Total|16.07|15.21| Inventories are carried at the lower of cost and net realisable value. # 18) UNBILLED REVENUE Unbilled revenue as at March 31, 2015, amounting to ` 3827.08 crores (March 31, 2014 : ` 4005.61 crores) primarily includes revenue recognised in relation to efforts incurred on turnkey contracts priced on a fixed time, fixed price basis."
+"# 19) TRADE RECEIVABLES Trade receivables (Unsecured) consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Over six months from the date they were due for payment| | | |(i) Considered good|1469.78|1460.46| |(ii) Considered doubtful|422.94|298.20| |(b) Others| | | |(i) Considered good|18968.16|16769.94| |(ii) Considered doubtful|24.67|-| |Total|20885.55|18528.60| |Less: Provision for doubtful receivables|(447.61)|(298.20)| |Net Total|20437.94|18230.40| # 20) CASH AND BANK BALANCES Cash and bank balances consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Cash and cash equivalents| | | |(i) Balances with banks| | | |In current accounts|1443.19|880.91| |In deposit accounts with original maturity less than three months|352.86|537.34| |(ii) Cheques on hand|50.85|16.59| |(iii) Cash on hand|1.43|2.55| |(iv) Remittances in transit|13.56|30.47| |Total|1861.89|1467.86| |(b) Other bank balances| | | |(i) Earmarked balances with banks|312.67|25.59| |(ii) Short-term bank deposits|16381.48|12948.39| |Total|18556.04|14441.84| # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 21) SHORT-TERM LOANS AND ADVANCES Short-term loans and advances consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Secured, considered good| | | |Loans and advances to employees|0.16|1.50| |(b) Unsecured, considered good| | | |(i) Loans and advances to employees|335.48|309.74| |(ii) Loans and advances to related parties|0.01|305.06| |(iii) Advance tax (including refunds receivable) (net)|74.93|33.83| |(iv) MAT credit entitlement|5.25|10.50| |(v) Security deposits|126.94|87.11| |(vi) Indirect tax recoverable|308.76|371.36| |(vii) Inter-corporate deposits|1083.00|1567.00| |(viii) Prepaid expenses|1512.13|1122.53| |(ix) Advance to Suppliers|109.57|76.42| |(x) Fair values of foreign exchange forward, option and future contracts|365.38|352.19| |(xi) Other amounts recoverable in cash or kind or for value to be received|224.84|73.56| |(c) Unsecured, considered doubtful| | | |(i) Loans and advances to employees|51.46|44.57| |(ii) Security Deposits|4.65|5.24| |(iii) Indirect tax recoverable|1.74|-| |(iv) Advance to suppliers|4.79|5.79| |(v) Other amounts recoverable in cash or kind or for value to be received|3.29|4.24| |Less : Provision for doubtful loans and advances|(65.93)|(59.84)| |Total|4146.45|4310.80| Loans and advances to related parties comprise: |Tata Realty and Infrastructure Limited|-| |---|---| |Tata AIG General Insurance Company Limited|0.01| |Tata Housing Development Company Limited|-| |Tata Capital Financial Services Limited|-| |Infiniti Retail Limited|-| # 22) OTHER CURRENT ASSETS Other current assets consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Interest receivable|331.93|727.41| |(b) Others|4.89|7.95| |Total|336.82|735.36| Others include discount on bonds and debentures receivable on maturity of ` Nil (March 31, 2014: ` 5.16 crores)."
+"154 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 23) REVENUE FROM OPERATIONS Revenue from operations consist of revenue from: | |(` crores)|2015|2014| |---|---|---|---| |(a) Information technology and consultancy services| |92701.70|80139.84| |(b) Sale of equipment and software licences| |1946.71|1669.52| | |Total|94648.41|81809.36| # 24) OTHER INCOME (NET) Other income (net) consist of the following: | |(` crores)|2015|2014| |---|---|---|---| |(a) Interest income| |1596.61|1340.00| |(b) Dividend from current investments (mutual funds)| |9.49|9.25| |(c) Profit on redemption of mutual funds and sale of other investments (net)| |233.10|173.09| |(d) Rent| |18.45|17.62| |(e) Profit on sale of fixed assets (net)| |2.54|4.55| |(f) Exchange gain (net)| |1308.47|17.62| |(g) Miscellaneous income| |61.25|74.61| | |Total|3229.91|1636.74| Interest income comprise: - Interest on bank deposits: 1198.85 (2015), 728.13 (2014) - Interest on inter-corporate deposits: 272.07 (2015), 337.70 (2014) - Interest on long-term bonds and debentures: 120.99 (2015), 254.60 (2014) - Others: 4.70 (2015), 19.57 (2014) Profit on redemption of mutual funds and sale of other investments (net) comprise: - From other long-term investments (net): 24.78 (2015), 0.36 (2014) - From current investments (net): 208.32 (2015), 172.73 (2014) Exchange gain/ (loss) (net) include: Gain/ (loss) on foreign exchange forward and currency option contracts which have been designated as Cash Flow Hedges (Refer Note 41) # 25) EMPLOYEE BENEFIT EXPENSE Employee benefit expense consist of the following: | |(` crores)|2015|2014| |---|---|---|---| |(a) Salaries and incentives (Refer Note 45)| |34063.91|26148.72| |(b) Contributions to: (Refer Note 32)| | | | |(i) Provident fund and pension fund| |606.47|564.35| |(ii) Superannuation scheme| |222.44|191.74| |(iii) Gratuity fund| |305.62|132.26| |(iv) Social security and other plans for overseas employees| |1519.76|1125.52| |(c) Staff welfare expenses| |1982.95|1697.42| | |Total|38701.15|29860.01| # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 26) OPERATION AND OTHER EXPENSES Operation and other expenses consist of the following: |(` crores)|2015|2014| |---|---|---| |(a) Overseas business expenses|13363.91|11636.42| |(b) Services rendered by business associates and others|6220.25|4938.37| |(c) Software, hardware and material costs|3835.83|3088.68| |(d) Communication expenses|1056.06|874.04| |(e) Travelling and conveyance expenses|1261.25|1046.75| |(f) Rent|1569.46|1421.27| |(g) Legal and professional fees|596.30|613.61| |(h) Repairs and maintenance|705.00|499.11| |(i) Electricity expenses|573.87|527.10| |(j) Bad debts written-off / (recovered) (net)|12.46|(5.71)| |(k) Provision for doubtful receivables (net)|158.60|90.96| |(l) Advances written off / (recovered) (net)|0.25|(0.12)| |(m) Provision for doubtful advances (net)|6.42|10.17| |(n) Recruitment and training expenses|360.94|303.46| |(o) Diminution in value of investments (net)|1.40|-| |(p) Printing and stationery|97.76|93.33| |(q) Insurance|70.41|61.13| |(r) Rates and taxes|119.08|108.19| |(s) Entertainment|71.93|60.20| |(t) Other expenses|1384.37|1429.60| |Total|31465.55|26796.56| (i) Overseas business expenses includes: |(` crores)|2015|2014| |---|---|---| |Travel expenses|1140.71|1007.88| |Employee allowances|12223.20|10626.29| (ii) Repairs and maintenance includes: |(` crores)|2015|2014| |---|---|---| |Buildings|267.25|250.08| |Office and computer equipment|427.95|243.42| # 27) FINANCE COSTS Finance costs consist of the following: |(` crores)|2015|2014| |---|---|---| |Interest expense|104.19|38.52| # 28) Current tax is adjusted for the effect of write back of provision (net) of ` 28.79 crores (March 31, 2014: additional provision (net) ` 394.53 crores) in domestic and certain overseas jurisdictions relating to earlier years. The impact on MAT entitlement of earlier period is ` 8.83 crores (March 31, 2014: ` 451.92 crores). 156 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 29) (a) Particulars of subsidiaries: |Name of the Company|Country of incorporation|Percentage of voting power as at March 31, 2015|Percentage of voting power as at March 31, 2014| |---|---|---|---| |Subsidiaries (held directly)| | | | |APOnline Limited|India|89.00|89.00| |C-Edge Technologies Limited|India|51.00|51.00| |CMC Limited (Refer Note 30 (d))|India|51.12|51.12| |Diligenta Limited|UK|100.00|100.00| |MP Online Limited|India|89.00|89.00| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00| |Tata America International Corporation|USA|100.00|100.00| |Tata Consultancy Services Asia Pacific Pte Ltd.|Singapore|100.00|100.00| |Tata Consultancy Services Belgium S.A.|Belgium|100.00|100.00| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00| |TCS FNS Pty Limited|Australia|100.00|100.00| |TCS Iberoamerica SA|Uruguay|100.00|100.00| |WTI Advanced Technology Limited (Refer Note 30(h))|India|-|100.00| |Tata Consultancy Services Morocco SARL AU (Refer Note 30 (b))|Morocco|-|100.00| |Tata Consultancy Services (Africa) (PTY) Ltd. (Refer Note 30 (c))|South Africa|100.00|60.00| |MahaOnline Limited|India|74.00|74.00| |Tata Consultancy Services Qatar S.S.C.|Qatar|100.00|100.00| |Computational Research Laboratories Inc. (Refer Note 30(e))|USA|-|100.00| |TCS e-Serve International Limited|India|100.00|100.00| |TCS Foundation (Refer Note 30 (g))|India|100.00|-| |Subsidiaries (held indirectly)| | | | |CMC Americas Inc.|USA|100.00|100.00| |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00| |Tata Consultancy Services (China) Co., Ltd.|China|90.00|90.00| |TCS Solution Center S.A.|Uruguay|100.00|100.00| |Tata Consultancy Services Argentina S.A.|Argentina|99.99|99.99| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00| |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00| |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00| |TCS Italia SRL|Italy|100.00|100.00| |Tata Consultancy Services Japan, Ltd. (Refer Note 30 (a))|Japan|51.00|100.00| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00| |Tata Consultancy Services Luxembourg S.A.|Capellen (G.D."
+"de Luxembourg)|100.00|100.00| |Tata Consultancy Services Portugal Unipessoal Limitada|Portugal|100.00|100.00| |TCS Inversiones Chile Limitada|Chile|99.99|99.99| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00| |TCS Financial Solutions Australia Holdings Pty Limited|Australia|100.00|100.00| Consolidated Financial Statements 157 # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements |Name of the Company|Country of incorporation|Percentage of voting power as at March 31, 2015|Percentage of voting power as at March 31, 2014| |---|---|---|---| |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00| |TCS Management Pty Ltd. (Refer Note 30 (f))|Australia|-|100.00| |PT Financial Network Services|Indonesia|100.00|100.00| |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00| |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00| |Tata Consultancy Services France S.A.S.|France|100.00|100.00| |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|75.00|75.00| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00| |TCS e-Serve America, Inc.|USA|100.00|100.00| |TCS Uruguay S. A.|Uruguay|100.00|100.00| |MGDC S.C.|Mexico|100.00|100.00| |Diligenta 2 Limited|UK|100.00|100.00| |MS CJV Investments Corporation|USA|100.00|100.00| |CMC eBiz Inc.|USA|100.00|100.00| |Nippon TCS Solution Center Limited (Refer Note 30 (a))|Japan|-|60.00| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00| |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00| |Alti S.A.|France|100.00|100.00| |Planaxis Technologies Inc.|Canada|100.00|100.00| |Alti HR S.A.S.|France|100.00|100.00| |Alti Infrastructures Systemes & Reseaux S.A.S.|France|100.00|100.00| |Alti NV|Belgium|100.00|100.00| |Tescom (France) Software Systems Testing S.A.R.L.|France|100.00|100.00| |Alti Switzerland S.A.|Switzerland|100.00|100.00| |Teamlink|Belgium|100.00|100.00| # (b) The contribution of the subsidiaries acquired and incorporated during the year is as under: |Name of Subsidiary|Revenue|Net profit/(loss)|Net Assets| |---|---|---|---| |IT Frontier Corporation (Refer Note 30(a))|1947.34|100.26|625.62| |TCS Foundation|145.44|145.44|146.44| # 30) ACQUISITIONS / DIVESTMENTS a) On July 1, 2014, the Company through its wholly owned subsidiary Tata Consultancy Services Asia Pacific Pte Ltd., acquired a controlling interest (51%) in IT Frontier Corporation (referred to as ITF) from Mitsubishi Corporation in Japan in exchange for a total purchase consideration of ` 357.93 crores (USD 59.6 million) consisting of a transfer of 49% ownership interest in Tata Consultancy Services Japan Ltd. to Mitsubishi Corporation and a cash consideration aggregating to ` 288.88 crores (USD 48.1 million). b) On August 7, 2014, Tata Consultancy Services Morocco SARL AU, a wholly owned subsidiary, has been voluntarily liquidated. c) On September 16, 2014, the Company acquired additional 40% ownership interest in Tata Consultancy Services Africa (Pty) Ltd. for a purchase consideration of ` 60.83 crores (USD 10 million) from Tata Africa Holdings (SA) Proprietary Limited and thereby making it a wholly owned subsidiary of the Company. d) At their respective meetings held on October 16, 2014, the Boards of the Company and of its subsidiary, CMC Limited have approved a Scheme of Amalgamation of CMC Limited with the Company. The appointed date for the proposed Scheme is April 1, 2015. The Scheme is subject to sanction of the Hon'ble High Courts and all other statutory approvals as may be required under law. # Notes forming part of the Consolidated Financial Statements e) On February 18, 2015, Computational Research Laboratories Inc., a wholly owned subsidiary, has been voluntarily liquidated. f) On March 23, 2015, TCS management Pty Ltd., a wholly owned subsidiary of TCS FNS Pty Limited, has been voluntarily liquidated. g) On March 25, 2015 the Company subscribed to 100% Share Capital of TCS Foundation, a not for profit initiative registered under Section 8 of the Companies Act, 2013 with a paid-up capital of ` 1.00 crore. TCS Foundation aims at promoting projects and / or programmes relating to Corporate Social Responsibility activities of the Group. h) WTI Advanced Technology Limited, a wholly owned subsidiary, amalgamated with the Company, with effect from April 1, 2014 (""the appointed date"") in accordance with the terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide their Order dated March 27, 2015. # 31) File: AR_TCS_2014_2015.md a) The Company has given an undertaking to the investors of KOOH Sports Private Limited not to transfer its shareholding prior to the expiry of thirty-six months from the completion date of the investment agreement except with the prior written consent of the other parties to the agreement. The restriction is valid as at March 31, 2015. b) The Company has given letter of comfort to various banks for credit and/or foreign exchange hedging facilities availed by its subsidiaries (a) Tata America International Corporation, (b) Tata Consultancy Services Switzerland Limited, (c) Tata Consultancy Services Sverige AB, (d) Tata Consultancy Services Belgium S.A., (e) Tata Consultancy Services Deutschland GmbH, (f) Tata Consultancy Services De Mexico S.A."
+"De CV, (g) Tata Consultancy Services Netherlands B V, (h) Tata Consultancy Services Asia Pacific Pte Ltd, (i) Tata Consultancy Services Qatar S.S.C., (j) Tata Consultancy Services Italia SRL, (k) Tata Consultancy Services France S.A.S., (l) Tata Consultancy Services Malaysia Sdn Bhd, and (m) Tata Consultancy Services Luxembourg S.A. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiaries and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiaries. # 32) EMPLOYEE RETIREMENT BENEFITS a) Defined contribution plans The Company and its subsidiaries make Provident fund, Superannuation fund and foreign defined contribution fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company and its subsidiaries are required to contribute a specified percentage of the payroll costs to fund the benefits. In case of Provident Fund, the contributions as specified under the law are paid to the Provident Fund where set up as a trust and to the respective Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension Scheme in other cases in India and to the administrator of funds in case of foreign contribution plans. In respect of Provident fund contributions to trusts set up for this purpose, the Company and its subsidiaries are generally liable for annual contribution and any deficiency in interest cost compared to interest computed based on the rate of interest declared by the Central Government under the Employees' Provident Fund Scheme, 1952. In addition to such contributions the Company also recognises potential deficiency in interest, if any, computed as per actuarial valuation of interest as an expense in the year it is determined. As of March 31, 2015, the fair value of the assets of the fund and the accumulated members' corpus is ` 8275.11 crores and ` 7721.21 crores respectively, in respect of provident fund managed by trusts. In accordance with an actuarial valuation, there is no deficiency in the interest cost as the present value of the expected future earnings on the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of 8.75%. The actuarial assumptions include discount rate of 8.00% and an average expected future period of 7.35 years. The Group recognised ` 606.47 crores (March 31, 2014: ` 564.35 crores) for provident fund and pension fund contributions and ` 222.44 crores (March 31, 2014: ` 191.74 crores) for superannuation contributions in the statement of profit and loss. The contributions payable to these plans by the Group are at rates specified in the rules of the schemes. The Group has contributed ` 715.25 crores (March 31, 2014: ` 540.21 crores) towards other foreign defined contribution plans. b) Defined benefit plans The Company and its subsidiaries in India provide to the eligible employees defined benefit plans such as gratuity, post retirement medical benefit, post retirement vacation and pension plan. The Gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service. Certain overseas subsidiaries of the Company also provide for retirement benefit plans in accordance with the local laws. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method, with actuarial valuation being carried out at each balance sheet date."
+"# Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements The following table set out the funded and unfunded status of the retirement benefit plans and the amounts recognised in the financial statements: | |Indian| |Foreign| |Consolidated| | |---|---|---|---|---|---|---| | |Funded|Unfunded|Funded|Unfunded|Funded|Unfunded| | |As at March 31, 2015|As at March 31, 2015|As at March 31, 2015|As at March 31, 2015|As at March 31, 2015|As at March 31, 2015| |i) Change in benefit obligations:|1017.55|1.24|429.19|33.85|1481.83| | | |880.58|2.17|338.95|16.02|1237.72| | |Service cost|165.85|0.33|17.15|12.88|196.21| | | |154.03|0.27|29.35|5.66|189.31| | |Interest cost|98.57|0.11|16.33|1.87|116.88| | | |70.87|0.16|13.33|1.11|85.47| | |Acquisitions|-|-|178.86|-|178.86| | | |-|-|-|8.44|8.44| | |Actuarial loss / (gain)|131.09|0.11|111.74|11.29|254.23| | | |(23.10)|(0.02)|19.41|1.83|(1.88)| | |Plan participants' contributions|-|-|6.67|-|6.67| | | |-|-|7.39|-|7.39| | |Exchange (gain) / loss / adjustments|-|-|(62.84)|(4.45)|(67.29)| | | |1.31|(1.31)|68.56|1.55|70.11| | |Past service cost / (credit)|0.20|-|-|(1.36)|(1.16)| | | |3.92|0.03|(19.55)|-|(15.60)| | |Benefits paid|(118.06)|(0.08)|(10.90)|(1.03)|(130.07)| | | |(70.06)|(0.06)|(28.25)|(0.76)|(99.13)| | |Projected benefit obligation, end of the year|1295.20|1.71|686.20|53.05|2036.16| | | |1017.55|1.24|429.19|33.85|1481.83| | |ii) Change in plan assets:| | | | | | | |Fair value of plan assets, beginning of the year|860.22|-|388.87|-|1249.09| | | |623.58|-|312.58|-|936.16| | |Expected return on plan assets|84.70|-|16.92|-|101.62| | | |51.68|-|16.62|-|68.30| | |Plan participants' contributions|-|-|6.67|-|6.67| | | |-|-|7.39|-|7.39| | |Acquisition|-|-|241.77|-|241.77| | | |-|-|-|-|-| | |Employers' contributions|620.34|-|25.00|-|645.34| | | |232.80|-|25.96|-|258.76| | |Exchange (loss) / gain|-|-|(63.52)|-|(63.52)| | | |-|-|63.47|-|63.47| | |Benefits paid|(118.06)|-|(10.90)|-|(128.96)| | | |(70.06)|-|(28.25)|-|(98.31)| | |Actuarial gain / (loss)|5.94|-|64.42|-|70.36| | | |22.22|-|(8.90)|-|13.32| | |Fair value of plan assets, end of the year|1453.14|-|669.23|-|2122.37| | | |860.22|-|388.87|-|1249.09| | |Excess / (Deficit) of plan assets over obligation (net)|157.94|(1.71)|(16.97)|(53.05)|86.21| | | |(157.33)|(1.24)|(40.32)|(33.85)|(232.74)| | |Unrecognised asset due to assets ceiling|-|-|(69.95)|-|(69.95)| | | |-|-|-|-|-| | |iii) Excess / (Deficit) of plan assets over obligation (net)|157.94|(1.71)|(86.92)|(53.05)|16.26| | | |(157.33)|(1.24)|(40.32)|(33.85)|(232.74)| | # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements | |Indian| |Foreign| |Consolidated| | | |---|---|---|---|---|---|---|---| | |Funded|Unfunded|Funded|Unfunded|Funded|Unfunded| | | |2015|2015|2015|2015|2015|2015|2015| |iv) Net gratuity and other retirement benefit cost:|165.85|0.33|17.15|12.88|196.21| | | | |154.03|0.27|29.35|5.66|189.31| | | |Interest on defined benefit obligation|98.57|0.11|16.33|1.87|116.88| | | | |70.87|0.16|13.33|1.11|85.47| | | |Expected return on plan assets|(84.70)|-|(16.92)|-|(101.62)| | | | |(51.68)|-|(16.62)|-|(68.30)| | | |Past service cost / (credit)|0.20|-|-|(1.36)|(1.16)| | | | |3.92|0.03|(19.55)|-|(15.60)| | | |Net actuarial loss / (gain) recognised during the year|125.15|0.11|62.92|11.29|199.47| | | | |(45.32)|(0.02)|28.31|1.83|(15.20)| | | |Net gratuity and other retirement benefit cost|305.07|0.55|79.48|24.68|409.78| | | | |131.82|0.44|34.82|8.60|175.68| | | |Actual return on plan assets|90.64|-|81.34|-|171.98| | | | |73.90|-|7.72|-|81.62| | | | |Indian| |Foreign| |Consolidated| | | |---|---|---|---|---|---|---|---| | | | | | | | | | |As at| |March 31, 2015|March 31, 2015|March 31, 2015|March 31, 2015|March 31, 2015|March 31, 2015| |v) Category of assets:|Corporate bonds|174.55|121.19| |295.74| | | | | |-|88.03|88.03| | | | | |Equity shares|-|134.08|134.08| | | | | | |-|49.97|49.97| | | | | |Index linked bonds|-|107.52|107.52| | | | | | |-|88.49|88.49| | | | | |Insurer managed funds|748.90|172.27| |921.17| | | | | |860.18|159.63| |1019.81| | | | |Cash and bank balances|217.33| |5.89|223.22| | | | | |-| |2.75|2.75| | | | |Government Securities|265.55|99.42| |364.97| | | | | |-|-|-| | | | | |Others|46.81|28.86| |75.67| | | | | |0.04| |-|0.04| | | |Total| |1453.14|669.23| |2122.37| | | | | |860.22|388.87| |1249.09| | | # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # vi) Assumptions used in accounting for defined benefit plan | |Indian|Foreign| |---|---|---| |As at|March 31, 2015|March 31, 2015| |Discount rate|8.00%|0.87% - 6.75%| | |9.00%|2.25% - 7.60%| |Salary escalation rate|6.00% - 7.00%|1.00% - 4.64%| | |4.00% - 7.00%|1.50% - 4.64%| |Expected rate of return on plan assets|8.00%|0.87% - 3.30%| | |9.00%|2.25% - 4.50%| The estimate of future salary increases considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company and its subsidiaries policy for plan asset management."
+"# Indian | |2015|2014|2013|2012|2011| | |---|---|---|---|---|---|---| |Experience adjustment|On plan liability loss / (gain)|31.50|55.10|(17.78)|44.05|31.05| | |On plan asset gain|5.94|22.22|4.06|6.61|9.27| |Present value of benefit obligation|1296.91|1,018.79|882.75|724.70|602.65| | |Fair value of plan assets|1453.14|860.22|623.58|569.23|518.91| | |Excess/(Deficit) of plan assets over obligation (net)|156.23|(158.57)|(259.17)|(155.47)|(83.74)| | # Foreign | |2015|2014|2013|2012|2011| | |---|---|---|---|---|---|---| |Experience adjustment|On plan liability loss / (gain)|5.05|(3.06)|(2.11)|(0.38)|(3.74)| | |On plan asset gain / (loss)|64.42|(8.90)|13.74|4.16|0.33| |Present value of benefit obligation|739.25|463.04|354.97|273.68|222.22| | |Fair value of plan assets|669.23|388.87|312.58|269.29|213.65| | |Unrecognised asset due to assets ceiling|(69.95)|-|-|-|-| | |Excess of obligation over plan assets (net)|(139.97)|(74.17)|(42.39)|(4.39)|(8.57)| | The expected contributions are based on the same assumptions used to measure Group's defined benefit obligations as at March 31, 2015. The Group is expected to contribute ` 39.84 crores to defined benefit plans for the year ended March 31, 2016, comprising domestic component of ` 16.57 crores and foreign component of ` 23.27 crores. Previous years' figures are in italics. 162 Consolidated Financial Statements # 33) SEGMENT REPORTING The Group has identified business segments (industry practice) as its primary segment and geographic segments as its secondary segment. Business segments comprise banking, finance and insurance services, manufacturing, retail and consumer packaged goods, telecom, media and entertainment and others such as energy, resources and utilities, Hi-Tech, life science and healthcare, s-Governance, travel, transportation and hospitality, products, etc. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to a specific segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably among segments are not allocated to primary and secondary segments. Geographical revenue is allocated based on the location of the customer. Geographic segments of the Group are Americas (including Canada and South American countries), Europe, India and Others."
+"# Year ended March 31, 2015 |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |---|---|---|---|---|---|---|---| |Revenue|(` crores)|38565.66|9242.45|12829.01|10933.55|23077.74|94648.41| | | |35112.41|6989.36|11309.06|9613.74|18784.79|81809.36| |Segment result| |10594.47|2223.00|3254.49|2770.78|5480.11|24322.85| | | |11522.77|2051.15|3673.75|2748.56|5028.96|25025.19| |Unallocable expenses (net)| | | | | | |1744.02| | | | | | | | |1260.07| |Operating income| | | | | | |22578.83| | | | | | | | |23765.12| |Other income (net)| | | | | | |3229.91| | | | | | | | |1636.74| |Profit before Exceptional item and tax| | | | | | |25808.74| | | | | | | | |25401.86| |Exceptional item| | | | | | |489.75| | | | | | | | |-| |Profit before tax| | | | | | |26298.49| | | | | | | | |25401.86| |Tax expense| | | | | | |6238.79| | | | | | | | |6069.99| |Profit before minority interest| | | | | | |20059.70| | | | | | | | |19331.87| |Minority interest| | | | | | |207.52| | | | | | | | |168.00| |Profit for the year| | | | | | |19852.18| | | | | | | | |19163.87| # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # As at March 31, 2015 |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |---|---|---|---|---|---|---|---| |Segment assets| |9649.76|2489.20|3298.98|3248.77|8949.38|27636.09| | | |9847.07|2162.04|3055.24|3148.15|8228.79|26441.29| |Unallocable assets| | | | | |46024.79| | | | | | | | |40696.49| | |Total assets| | | | | |73660.88| | | | | | | | |67137.78| | |Segment liabilities| |2592.41|340.86|531.48|551.56|1827.96|5844.27| | | |1503.43|167.61|130.78|171.51|1220.19|3193.52| |Unallocable liabilities| | | | | |16054.09| | | | | | | | |14041.51| | |Total liabilities| | | | | |21898.36| | | | | | | | |17235.03| | # Year ended March 31, 2015 |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| | |---|---|---|---|---|---|---|---|---| |Other information :| |Capital expenditure (allocable)|73.56|-|-|-|63.00|136.56| | | |37.77|-|-|-|103.30|141.07| | |Capital expenditure (unallocable)| | | | | |3124.24| | | | | | | | | |3416.12| | | |Depreciation (allocable)| |113.43|-|-|-|66.43|179.86| | | | |100.91|-|-|-|26.69|127.60| | |Depreciation (unallocable)| | | | | |1129.08| | | | | | | | | |1221.55| | | |Other significant non cash expenses (allocable)|28.47|7.78|54.85|7.18|79.45|177.73| | | | |18.26|4.70|(1.44)|27.20|46.58|95.30| | | |Other significant non cash expenses (net) (unallocable)| | | | | |1.40| | | | | |-| | | | | | | # The following geographic segments individually contribute 10 percent or more of the Group's revenue or segment assets: |Geographic segments|Revenue for the year ended March 31, 2015|Segment assets as at March 31, 2015| |---|---|---| |Americas|51053.46|12639.38| | |45259.43|10774.01| |Europe|26729.63|9022.42| | |23432.70|9148.15| |India|6107.55|5292.85| | |5487.80|5045.06| Previous years' figures are in italics. # 34) RELATED PARTY DISCLOSURES # A) Related parties and their relationship # I) Holding Company Tata Sons Limited # II) Fellow subsidiaries with whom the Group has transactions - Tata Retail Limited - Tata Finance Limited - Tata General Insurance Company Limited - Tata Life Insurance Company Limited - Tata Investment Corporation Limited - Tata Limited - Tata Steel Limited - Tata Asset Management Limited - Tata Business Support Services Limited - Tata Capital Limited - Tata Housing Development Company Limited - Tata Consulting Engineers Limited - Tata Sky Limited - Tata Realty and Infrastructure Limited - Tata Financials Limited - Tata Industries Limited - Tata International Limited - Tata AutoComp Systems Limited - Drive India Enterprise Solutions Limited - Tata Sikorsky Aerospace Limited (formerly Tata Aerospace Systems Limited) - Tata Rockwell Automation Structures Limited (formerly Tata Structures Limited) - Tata Capital Housing Finance Limited - Tata Travel and Services Limited - Tata Securities Limited - Tata Capital Forex Limited - Tata Capital Financial Services Limited - Tata Clean Tech Capital Limited - Tata Palue Homes Limited - Tata Interactive Systems Team - Tata Interactive Systems - Tata Industrial Services Limited - Tata Africa Holdings (Proprietary) Limited - Tata Africa Holdings (Tanzania) Limited - Tata Africa Services (Nigeria) Limited - Tata Oman Limited - Tata Gambia Limited - Tata Airlines Limited - TRIF Infopark Limited (lease to be an associate and is a subsidiary) - Tata Palue Homes (Proprietary) Limited - Tata Palue Homes (Coisar/Private) Limited - Tata Palue Homes (The Project/Private) Limited # III) Key Management Personnel - Mr. R. Seshasayee, Chief Executive Officer and Managing Director - Mr. R. Rajesh Aroor, Chief Financial Officer - Ms."
+"Aarthi Subramanian, Executive Director (w.e.f. 12.03.2015) # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # B) Transactions with related parties for the year ended March 31, 2015 | |Holding Company|Fellow Subsidiaries|Key Management Personnel and their relatives|Total| |---|---|---|---|---| |Brand equity contribution|122.93|-|-|122.93| | |118.07|-|-|118.07| |Purchase of fixed assets|-|66.19|-|66.19| | |-|40.33|-|40.33| |Loans and advances given|-|-|-|-| | |-|0.06|-|0.06| |Loans and advances repaid|-|0.05|-|0.05| | |-|-|-|-| |Inter-corporate deposits placed|-|-|-|-| | |-|340.00|-|340.00| |Inter-corporate deposits matured|-|385.00|-|385.00| | |-|5.00|-|5.00| |Purchase of investments|-|7441.46|-|7441.46| | |-|25.00|-|25.00| |Redemption of investments|29.43|6736.55|-|6765.98| | |348.33|-|-|348.33| |Revenue (including reimbursements)|2.99|242.09|-|245.08| | |1.80|195.91|-|197.71| |Interest income|49.61|30.04|-|79.65| | |126.43|55.18|-|181.61| |Purchase of goods, services and facilities (including reimbursement)|0.81|268.21|-|269.02| | |1.16|261.76|-|262.92| |Rent expense|0.98|3.65|-|4.63| | |0.81|4.06|-|4.87| |(Write back of provision)/provision for doubtful receivables, advances (net)|0.02|0.40|-|0.42| | |0.02|0.37|-|0.39| |Dividend paid on equity shares|10825.89|12.78|0.66|10839.33| | |3608.63|6.94|0.22|3615.79| |Dividend paid on redeemable preference shares|28.68|-|-|28.68| | |19.00|-|-|19.00| |Remuneration|-|-|23.50|23.50| | |-|-|20.05|20.05| |Repayment of preference share capital|-|-|-|-| | |100.00|-|-|100.00| # C) Balances with related parties as at March 31, 2015 | |Holding Company|Fellow Subsidiaries|Key Management Personnel and their relatives|Total| |---|---|---|---|---| |Trade receivables, Unbilled revenue, Loans and advances, Other assets (net)|4.00|117.46|-|121.46| |Trade payables, Income received in advance, Advances from customers, Other liabilities|113.70|35.87|-|149.57| |Investment in debentures / mutual funds / bonds|-|676.70|-|676.70| | |1096.29|291.98|-|1388.27| Previous years' figures are in italics. # Notes forming part of the Consolidated Financial Statements # D) Disclosure of material transactions with related parties | |2015|2014| | |---|---|---|---| |Purchase of fixed assets|Tata Consulting Engineers Limited|18.66|16.71| | |Tata Realty and Infrastructure Limited|46.68|23.35| |Loans and advances given|Tata AIG General Insurance Company Limited|-|0.02| | |Infiniti Retail Limited|-|0.04| |Loans and advances repaid|Infiniti Retail Limited|0.04|-| | |Tata AIG General Insurance Company Limited|0.01|-| |Inter-corporate deposits placed|Tata Housing Development Company Limited|-|60.00| | |Tata Capital Financial Services Limited|-|280.00| |Inter-corporate deposits matured|Tata Realty and Infrastructure Limited|50.00|-| | |Tata Housing Development Company Limited|55.00|5.00| | |Tata Capital Financial Services Limited|280.00|-| |Purchase of investments|Tata Capital Housing Finance Limited|-|25.00| | |Tata Asset Management Limited|7370.64|-| |Redemption of investment|Tata Asset Management Limited|6726.41|-| |Revenue (including reimbursements)|Tata Sky Limited|73.36|64.99| | |Infiniti Retail Limited|30.33|24.47| | |Tata Capital Financial Services Limited|42.89|54.63| | |Tata Industrial Services Limited|25.34|-| |Interest income|Tata Sons Limited|49.61|126.42| | |Panatone Finvest Limited|8.85|19.00| | |Tata Capital Financial Services Limited|13.75|16.24| |Purchase of goods, services and facilities (including reimbursement)|Tata Capital Forex Limited (formerly TT Holdings & Services Limited)|218.30|223.62| |Rent expense|Tata Sons Limited|0.98|0.81| | |Tata Limited|1.61|1.52| | |Tata Africa Holdings (SA) (Proprietary) Limited|1.97|2.39| |(Write back of provision) / provision for doubtful receivables, advances (net)|Tata Sky Ltd|0.32|(0.49)| | |Tata Realty and Infrastructure Limited|-|0.44| | |Drive India Enterprise Solutions Limited|(0.28)|0.28| | |Tata AIG General Insurance Company Limited|0.03|0.11| | |Infiniti Retail Limited|0.35|-| |Dividend paid on equity shares|Tata Sons Limited|10825.89|3608.63| |Remuneration to Key Management Personnel|Mr. N. Chandrasekaran|21.28|18.68| # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # E) Disclosure of material balances with related parties | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |Trade receivables, Unbilled revenue, Loans and advances, Other assets (net)| | | |Tata Sons Limited|4.00|74.68| |Tata Realty and Infrastructure Limited|0.40|96.58| |Tata Housing Development Company Limited|1.62|62.78| |Tata Capital Financial Services Limited|19.56|316.67| |Infiniti Retail Limited|16.46|13.79| |Tata Industrial Services Limited|30.09|-| |Trade payables, Income received in advance, Advances from customers, Other liabilities| | | |Tata Sons Limited|113.70|108.15| |Investment In debentures / mutual funds / bonds| | | |Tata Sons Limited|-|1096.29| |Panatone Finvest Limited|-|200.00| |Tata Asset Management Limited|676.70|-| # 35) OBLIGATION TOWARDS OPERATING LEASES |Particulars|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Non-cancellable operating lease obligation| | | |Not later than one year|763.21|707.22| |Later than one year but not later than five years|2243.34|1817.41| |Later than five years|1403.30|1107.12| |Total|4409.85|3631.75| Rental expenses of ` 825.21 crores (March 31, 2014: ` 694.63 crores) in respect of obligation under non-cancellable operating leases and ` 744.25 crores (March 31, 2014: ` 726.64 crores) in respect of cancellable operating leases have been charged to the statement of profit and loss."
+"# 36) OBLIGATIONS TOWARDS FINANCE LEASES |Particulars|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Assets acquired under finance lease| | | |i) Minimum lease payments:| | | |Not later than one year|70.03|57.56| |Later than one year but not later than five years|109.59|124.00| |Later than five years|44.35|55.80| |Total|223.97|237.36| |ii) Present value of minimum lease payments:| | | |Not later than one year|57.40|42.05| |Later than one year but not later than five years|80.48|87.24| |Later than five years|33.21|38.97| | |171.09|168.26| |Add: Future finance charges|52.88|69.10| |Total|223.97|237.36| # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 37) RECEIVABLES UNDER SUB LEASES |Particulars|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Not later than one year|17.81|18.71| |Later than one year but not later than five years|36.44|53.44| |Later than five years|-|-| |Total|54.25|72.15| The total amount recognised in the statement of profit and loss for the year ended March 31, 2015 is ` 18.45 crores (March 31, 2014: ` 17.62 crores). # 38) EARNINGS PER EQUITY SHARE |Particulars|2015|2014| |---|---|---| |Profit for the year|19852.18|19163.87| |Less: Dividend on preference shares (including dividend tax)|-|33.65| |Amount available for equity shareholders|19852.18|19130.22| |Weighted average number of equity shares|195,87,27,979|195,87,27,979| |Earning per share basic and diluted (`)|101.35|97.67| |Face value per equity share (`)|1.00|1.00| # 39) CONTINGENT LIABILITIES |Particulars|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Claims against the Group not acknowledged as debt|191.75|167.64| |Income tax demands (See (a) below)|3904.63|3898.43| |Indirect tax demands (See (b) below)|170.31|132.31| |Guarantees given by the Group (See (c) below)|-|477.75| |Other contingencies|0.34|0.56| a) In respect of income tax demands of ` 318.20 crores (March 31, 2014: ` 318.20 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. b) In respect of indirect tax demands of ` 8.53 crores (March 31, 2014: ` 8.53 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. c) The Group has provided guarantees aggregating ` Nil (GBP Nil) (March 31, 2014: 477.75 crores) (GBP 47.85 million) to third parties on behalf of its subsidiary Diligenta Limited. The Group does not expect any outflow of resources in respect of the above. d) The Group has examined the social security and tax aspects of contracts with legal entities which provide services to overseas subsidiaries and, based on legal opinion, concludes that the subsidiaries are in compliance with the related statutory requirements. # 40) CAPITAL AND OTHER COMMITMENTS a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) ` 1878.48 crores (March 31, 2014: ` 2862.86 crores). b) The Company has a purchase commitment towards India Innovation Fund for the uncalled amount of balance ` 29618.47 per unit for 1000 units aggregating ` 2.96 crores (March 31, 2014: ` 3.64 crores). # 41) DERIVATIVE FINANCIAL INSTRUMENTS The Company and its subsidiaries, in accordance with its risk management policies and procedures, enter into foreign exchange forward, option and futures contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. These contracts are for a period between one day and eight years. # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements The Group has following outstanding foreign exchange option contracts, which have been designated as Cash Flow Hedges, as at: |Foreign Currency|March 31, 2015| | |March 31, 2014| | | |---|---|---|---|---|---|---| | |No. of Contracts|Notional amount of contracts (million)|Fair Value of (` crores)|No. of Contracts|Notional amount of contracts (million)|Fair Value of (` crores)| |U.S. Dollar|-|-|-|4|410.00|21.36| |Sterling Pound|18|297.00|67.05|6|177.00|18.23| |Euro|9|171.00|87.78|3|120.00|19.87| |Australian Dollar|6|97.00|31.15|3|75.00|2.71| The movement in Hedging Reserve for derivatives designated as Cash Flow Hedges is as follows: |Particulars|Year ended March 31, 2015| |Year ended March 31, 2014| | |---|---|---|---|---| | |Intrinsic value|Time value|Intrinsic Value|Time Value| |Balance at the beginning of the year|24.88|4.76|46.11|-| |Changes in the fair value of effective portion of cash flow hedges|905.89|(440.18)|(620.09)|(140.11)| |(Gains)/losses transferred to statement of profit and loss on occurrence of forecasted hedge transactions|(779.35)|434.75|599.22|144.87| |Amount transferred from minority interest during the year|-|-|(0.36)|-| |Balance at the end of the year|151.42|(0.67)|24.88|4.76| Net gain on derivative instruments of ` 150.75 crores recognised in Hedging Reserve as at March 31, 2015, is expected to be transferred to the statement of profit and loss by March 31, 2016."
+"In addition to the above Cash Flow Hedges, the Group has outstanding foreign exchange forward, option and futures contracts with notional amount aggregating ` 19949.03 crores (March 31, 2014: ` 15883.01 crores) whose fair value showed a gain of ` 159.65 crores as at March 31, 2015 (March 31, 2014 : gain of ` 267.07 crores). Exchange gain of ` 1360.57 crores (March 31, 2014 : exchange loss of ` 60.54 crores) on foreign exchange forward, option and futures contracts for the year ended March 31, 2015, have been recognised in the statement of profit and loss. 42) Research and development expenditure aggregating ` 225.07 crores (March 31, 2014: ` 198.91 crores), including capital expenditure, was incurred during the year. 43) Trade payables include payable to micro, small and medium enterprises ` 12.35 crores (March 31, 2014: ` 11.28 crores). File: AR_TCS_2014_2015.md 44) The Group has revised its policy of providing depreciation on fixed assets effective April 1, 2014. Depreciation is now provided on a straight line basis for all assets as against the policy of providing on written down value basis for some assets and straight line basis for others. Further the remaining useful life has also been revised wherever appropriate based on an evaluation. The carrying amount as on April 1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charge for the year ended March 31, 2015 is higher by ` 155.70 crores and the effect relating to the period prior to April 1, 2014 is net credit of ` 489.75 crores (excluding deferred tax of ` 118.90 crores) which has been shown as an 'Exceptional Item' in the statement of profit and loss. 45) During the year, an amount of ` 2627.91 crores has been recognized in the statement of profit or loss in respect of one-time bonus to eligible employees. # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 46) STATEMENT OF NET ASSETS AND PROFIT OR LOSS ATTRIBUTABLE TO OWNERS AND MINORITY INTEREST |Name of the entity|Net Assets, i.e."
+"total assets minus total liabilities|Share in profit or loss| |---|---|---| |Tata Consultancy Services Limited|As % of consolidated net assets 80.91 Amount (` crores) 45416.44|As % of consolidated profit or loss 88.77 Amount (` crores) 19256.96| |Indian Subsidiaries| | | |APOnline Limited|As % of consolidated net assets 0.06 Amount (` crores) 35.36|As % of consolidated profit or loss 0.11 Amount (` crores) 24.92| |MP Online Limited|As % of consolidated net assets 0.08 Amount (` crores) 44.88|As % of consolidated profit or loss 0.08 Amount (` crores) 16.47| |C-Edge Technologies Limited|As % of consolidated net assets 0.18 Amount (` crores) 101.60|As % of consolidated profit or loss 0.13 Amount (` crores) 28.55| |MahaOnline Limited|As % of consolidated net assets 0.07 Amount (` crores) 38.97|As % of consolidated profit or loss 0.04 Amount (` crores) 9.35| |CMC Limited|As % of consolidated net assets 2.12 Amount (` crores) 1191.06|As % of consolidated profit or loss 0.91 Amount (` crores) 197.77| |TCS e-Serve International Limited|As % of consolidated net assets 0.31 Amount (` crores) 171.27|As % of consolidated profit or loss 0.19 Amount (` crores) 40.33| |TCS Foundation|As % of consolidated net assets 0.26 Amount (` crores) 146.44|As % of consolidated profit or loss 0.67 Amount (` crores) 145.44| |Foreign Subsidiaries| | | |CMC Americas Inc.|As % of consolidated net assets 0.27 Amount (` crores) 153.12|As % of consolidated profit or loss 0.37 Amount (` crores) 80.18| |CMC eBiz Inc.|As % of consolidated net assets 0.03 Amount (` crores) 18.83|As % of consolidated profit or loss - Amount (` crores) (0.83)| |TCS e-Serve America, Inc.|As % of consolidated net assets 0.05 Amount (` crores) 25.69|As % of consolidated profit or loss 0.01 Amount (` crores) 3.22| |Diligenta Limited|As % of consolidated net assets 1.45 Amount (` crores) 816.40|As % of consolidated profit or loss 0.90 Amount (` crores) 196.07| |Diligenta 2 Limited|As % of consolidated net assets 0.13 Amount (` crores) 72.59|As % of consolidated profit or loss (0.03) Amount (` crores) (7.01)| |Tata Consultancy Services Canada Inc.|As % of consolidated net assets 0.44 Amount (` crores) 247.69|As % of consolidated profit or loss 1.10 Amount (` crores) 238.16| |Tata America International Corporation|As % of consolidated net assets 2.61 Amount (` crores) 1463.56|As % of consolidated profit or loss 3.37 Amount (` crores) 731.26| |MS CJV Investments Corporation|As % of consolidated net assets 0.02 Amount (` crores) 8.79|As % of consolidated profit or loss - Amount (` crores) -| |Tata Consultancy Services Asia Pacific Pte Ltd.|As % of consolidated net assets 1.05 Amount (` crores) 588.49|As % of consolidated profit or loss 0.33 Amount (` crores) 71.96| |Tata Consultancy Services (China) Co., Ltd.|As % of consolidated net assets 0.23 Amount (` crores) 130.35|As % of consolidated profit or loss (0.08) Amount (` crores) (17.81)| |Tata Consultancy Services Japan, Ltd.|As % of consolidated net assets 1.16 Amount (` crores) 657.90|As % of consolidated profit or loss 0.56 Amount (` crores) 117.46| |Tata Consultancy Services Malaysia Sdn Bhd|As % of consolidated net assets 0.14 Amount (` crores) 76.79|As % of consolidated profit or loss 0.11 Amount (` crores) 23.14| |PT Tata Consultancy Services Indonesia|As % of consolidated net assets 0.06 Amount (` crores) 33.25|As % of consolidated profit or loss 0.08 Amount (` crores) 17.77| |Tata Consultancy Services (Philippines) Inc.|As % of consolidated net assets 0.16 Amount (` crores) 88.47|As % of consolidated profit or loss 0.24 Amount (` crores) 51.69| |Tata Consultancy Services (Thailand) Limited|As % of consolidated net assets 0.02 Amount (` crores) 9.99|As % of consolidated profit or loss 0.02 Amount (` crores) 3.46| |Tata Consultancy Services Belgium S.A.|As % of consolidated net assets 0.20 Amount (` crores) 114.90|As % of consolidated profit or loss 0.30 Amount (` crores) 64.23| |Tata Consultancy Services Deutschland GmbH|As % of consolidated net assets 0.21 Amount (` crores) 115.42|As % of consolidated profit or loss 0.25 Amount (` crores) 54.42| |Tata Consultancy Services Sverige AB|As % of consolidated net assets 0.23 Amount (` crores) 126.93|As % of consolidated profit or loss 0.37 Amount (` crores) 80.33| |Tata Consultancy Services Netherlands BV|As % of consolidated net assets 2.27 Amount (` crores) 1272.81|As % of consolidated profit or loss 1.02 Amount (` crores) 221.56| |TCS Italia SRL|As % of consolidated net assets 0.02 Amount (` crores) 8.47|As % of consolidated profit or loss 0.01 Amount (` crores) 2.04| |Tata Consultancy Services Luxembourg S.A.|As % of consolidated net assets 0.03 Amount (` crores) 14.15|As % of consolidated profit or loss 0.01 Amount (` crores) 2.98| |Tata Consultancy Services Switzerland Ltd.|As % of"
+"consolidated net assets 0.15 Amount (` crores) 83.70|As % of consolidated profit or loss 0.07 Amount (` crores) 16.25| |Tata Consultancy Services France S.A.S.|As % of consolidated net assets (0.06) Amount (` crores) (34.85)|As % of consolidated profit or loss (0.07) Amount (` crores) (14.67)| |Tata Consultancy Services Osterreich GmbH|As % of consolidated net assets - Amount (` crores) 2.63|As % of consolidated profit or loss - Amount (` crores) 0.83| |Tata Consultancy Services Danmark ApS|As % of consolidated net assets 0.07 Amount (` crores) 37.36|As % of consolidated profit or loss 0.01 Amount (` crores) 1.29| |Tata Consultancy Services De Espana S.A.|As % of consolidated net assets (0.17) Amount (` crores) (92.82)|As % of consolidated profit or loss (0.08) Amount (` crores) (16.91)| |Tata Consultancy Services Portugal Unipessoal Limitada|As % of consolidated net assets (0.01) Amount (` crores) (7.39)|As % of consolidated profit or loss (0.02) Amount (` crores) (5.19)| |Alti S.A.|As % of consolidated net assets 0.02 Amount (` crores) 12.81|As % of consolidated profit or loss (0.72) Amount (` crores) (155.65)| |Alti HR S.A.S.|As % of consolidated net assets 0.02 Amount (` crores) 11.16|As % of consolidated profit or loss - Amount (` crores) (0.61)| |Tescom (France) Software Systems Testing S.A.R.L.|As % of consolidated net assets (0.01) Amount (` crores) (5.54)|As % of consolidated profit or loss (0.01) Amount (` crores) (2.42)| |Alti Switzerland S.A.|As % of consolidated net assets 0.02 Amount (` crores) 9.10|As % of consolidated profit or loss - Amount (` crores) 1.01| # Annual Report 2014-15 # Notes forming part of the Consolidated Financial Statements # 46) STATEMENT OF NET ASSETS AND PROFIT OR LOSS ATTRIBUTABLE TO OWNERS AND MINORITY INTEREST (Contd.) |Name of the entity|Net Assets, i.e. total assets minus total liabilities|Share in profit or loss| |---|---|---| |Alti Infrastructures Systemes & Reseaux S.A.S.|As % of consolidated net assets -|As % of consolidated profit or loss (0.01)| |Alti NV|0.03 19.48|(0.01) (1.51)| |Teamlink|- (0.10)|- (0.35)| |Planaxis Technologies Inc.|0.09 48.08|0.08 17.71| |Tata Consultancy Services (Africa) (PTY) Ltd.|0.01 7.18|0.02 4.87| |Tata Consultancy Services (South Africa) (PTY) Ltd.|0.12 64.59|0.06 13.53| |TCS FNS Pty Limited|0.27 153.28|(0.10) (20.96)| |TCS Financial Solutions Beijing Co., Ltd.|(0.03) (18.53)|0.03 6.93| |TCS Financial Solutions Australia Holdings Pty Limited|0.08 47.02|- -| |TCS Financial Solutions Australia Pty Limited|0.05 29.50|0.15 33.07| |TCS Management Pty ltd.|- -|0.08 16.28| |PT Financial Network Services|- (0.87)|- (0.81)| |TCS Iberoamerica SA|1.79 1002.13|0.01 1.66| |TCS Solution Center S.A.|(0.02) (11.64)|(0.43) (93.85)| |TCS Uruguay S.A.|0.11 63.40|0.16 35.28| |Tata Consultancy Services Argentina S.A.|0.03 16.22|(0.04) (9.68)| |Tata Consultancy Services Do Brasil Ltda|- 0.08|(0.33) (71.06)| |Tata Consultancy Services De Mexico S.A., De C.V.|0.67 376.98|0.37 79.70| |MGDC S.C.|0.12 67.19|0.06 13.98| |TCS Inversiones Chile Limitada|0.56 316.81|- 0.83| |Tata Consultancy Services Chile S.A.|0.91 512.17|0.18 39.72| |TATASOLUTION CENTER S.A.|0.34 192.51|0.47 101.11| |Tata Consultancy Services Qatar S.S.C.|0.07 36.75|0.07 15.25| |Tata consultancy Services Morocco SARL AU|- -|0.16 34.86| |Computational Research Laboratories Inc.|- -|- 0.02| |TOTAL|100.00 56130.18|100.00 21692.18| |a) Adjustments arising out of consolidation|(4367.66)|(1632.48)| |b) Minority Interest| | | |Indian Subsidiaries| | | |APOnline Limited|(4.88)|(2.74)| |MP Online Limited|(5.40)|(1.81)| |C-Edge Technologies Limited|(47.33)|(15.20)| |MahaOnline Limited|(10.13)|(2.43)| |CMC Limited|(703.77)|(136.55)| |Foreign Subsidiaries| | | |Tata Consultancy Services (China) Co., Ltd.|(13.03)|1.83| |Tata Consultancy Services Japan, Ltd.|(327.11)|(45.14)| |Tata Consultancy Services (South Africa) (PTY) Ltd.|(16.11)|(5.48)| |TOTAL|(1127.76)|(207.52)| |Consolidated Net Assets / Profit after tax|50634.76|19852.18| # 47) Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Group financial statements. # 48) Previous years' figures have been recast / restated. 172 Consolidated Financial Statements # Unconsolidated Financial Statements 173 # Annual Report 2014-15 # INDEPENDENT AUDITORS' REPORT # TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED # Report on the Financial Statements We have audited the accompanying financial statements of Tata Consultancy Services Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. # Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014."
+"This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of these financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. # Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. # Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143(3) of the Act, we report that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 2. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. 3. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. # Unconsolidated Financial Statements (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. (e) On the basis of the written representations received from the Directors as on March 31, 2015, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act."
+"(f) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: - i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31, 2015; - ii) The Company has made provision in its financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts; - iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 16, 2015 # Unconsolidated Financial Statements 175 # Annual Report 2014-15 # ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # 1. In respect of the fixed assets of the Company: - (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. - (b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. # 2. In respect of the inventories of the Company: - (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. - (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. - (c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. # 3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act. # 4. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system. # 5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company. # 6. The provisions of clause 3 (vi) of the Order are not applicable to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2014. # 7. According to the information and explanations given to us, in respect of statutory dues: - (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities. - (b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable."
+"- (c) Details of dues of Income Tax, Sales Tax and Value Added Tax and Service Tax which have not been deposited as at March 31, 2015 on account of dispute are given below: |Particulars|Period to which the amount relates|Forum where the dispute is pending|Amount (` crores)| |---|---|---|---| |Income Tax|2005-06, 2008-09|Income Tax Appellate Tribunal|157.16| | |2007-08, 2008-09, 2009-10, 2012-13|Commissioner of Income Tax (Appeals)|505.15| |Sales Tax and Value Added Tax|2001-02, 2003-04, 2004-05, 2005-06|High court|22.82| | |2007-08, 2009-10, 2012-13| | | | |2002-03, 2003-04, 2004-05, 2005-06|Tribunal|7.06| | |2006-07, 2007-08| | | | |2008-09, 2009-10, 2010-11|Deputy Commissioner|7.56| | |2005-06, 2009-10, 2010-11, 2011-12, 2013-14|Joint Commissioner|4.42| | |2001-02, 2005-06, 2011-12|Assistant Commissioner|0.49| | |2007-08, 2008-09, 2009-10|Additional Commissioner|0.02| |Service Tax|2004-05, 2005-06, 2006-07, 2007-08|Appellate Tribunal|12.12| | |2008-09, 2009-10|Commissioner of Service Tax (Appeals)|0.15| There were no dues of Wealth Tax, duty of Customs, duty of Excise and Cess which have not been deposited as at March 31, 2015 on account of dispute. # Unconsolidated Financial Statements (d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder within time. # 8. The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. # 9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank during the year and did not have any amount outstanding to financial institutions or debenture holders. # 10. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loan taken by a subsidiary from a bank is not prima facie prejudicial to the interest of the Company. # 11. According to the information and explanations given to us, the Company did not avail any term loan during the year. # 12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 16, 2015 # Unconsolidated Financial Statements 177 # Annual Report 2014-15 # Balance Sheet as at March 31, 2015 | | |Note|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |I. EQUITY AND LIABILITIES|I. EQUITY AND LIABILITIES| | | | |Shareholders' funds|Shareholders' funds| | | | |(a)|Share capital|3|195.87|195.87| |(b)|Reserves and surplus|4|45220.57|43856.01| | | | |45416.44|44051.88| |Non-current liabilities|Non-current liabilities| | | | |(a)|Long-term borrowings|5|64.71|89.69| |(b)|Deferred tax liabilities (net)|6(a)|271.46|226.87| |(c)|Other long-term liabilities|7|722.15|690.44| |(d)|Long-term provisions|8|126.91|279.61| | | | |1185.23|1286.61| |Current liabilities|Current liabilities| | | | |(a)|Short-term borrowings|9|185.56|-| |(b)|Trade payables| |6767.25|3977.55| |(c)|Other current liabilities|10|2491.47|2460.32| |(d)|Short-term provisions|11|7019.35|5827.83| | | | |16463.63|12265.70| |TOTAL|TOTAL| |63065.30|57604.19| |II. ASSETS|II. ASSETS| | | | |Non-current assets|Non-current assets| | | | |(a)|Fixed assets| | | | |(i)|Tangible assets|12|7964.88|5887.09| |(ii)|Intangible assets| |31.41|42.10| |(iii)|Capital work-in-progress| |2706.94|3047.53| | | | |10703.23|8976.72| |(b)|Non-current investments|13|2651.23|5098.55| |(c)|Deferred tax assets (net)|6(b)|303.47|273.58| |(d)|Long-term loans and advances|14|8452.55|6875.54| |(e)|Other non-current assets|15|524.68|1544.99| | | | |22635.16|22769.38| |Current assets|Current assets| | | | |(a)|Current investments|16|747.47|733.87| |(b)|Inventories|17|12.34|8.57| |(c)|Unbilled revenue|18|2439.36|2626.08| |(d)|Trade receivables|19|17036.76|14471.89| |(e)|Cash and bank balances|20|16502.50|12566.26| |(f)|Short-term loans and advances|21|3352.18|3688.12| |(g)|Other current assets|22|339.53|740.02| | | | |40430.14|34834.81| |TOTAL|TOTAL| |63065.30|57604.19| |III. NOTES FORMING PART OF THE FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE FINANCIAL STATEMENTS|1-52| | | As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry Chairman N. Chandrasekaran CEO and Managing Director Prof. Clayton M. Christensen Director Aman Mehta Director Ishaat Hussain Director V. Thyagarajan Director P. R. Ramesh Partner Dr. Ron Sommer Director Dr. Vijay Kelkar Director Phiroz Vandrevala Director O. P. Bhatt Director Aarthi Subramanian Executive Director Rajesh Gopinathan Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 16, 2015 Mumbai, April 16, 2015 178 Unconsolidated Financial Statements # Statement of Profit and Loss for the year ended March 31, 2015 |(` crores)|Note|2015|2014| |---|---|---|---| |I. Revenue from operations|23|73578.06|64672.93| |(Net of excise duty of ` 4.09 crores (Previous year: ` 3.15 crores))|(Net of excise duty of ` 4.09 crores (Previous year: ` 3.15 crores))|(Net of excise duty of ` 4.09 crores (Previous year: ` 3.15 crores))|(Net of excise duty of ` 4.09 crores (Previous year: ` 3.15 crores))| |II. Other income (net)|24|4466.73|3114.71| |III. TOTAL REVENUE| |78044.79|67787.64| |IV."
+"Expenses:| | | | |(a) Employee benefit expense|25|27368.32|21466.56| |(b) Operation and other expenses|26|25181.54|21672.65| |(c) Finance costs|27|79.57|23.41| |(d) Depreciation and amortisation expense|12|1393.77|1080.55| |TOTAL EXPENSES| |54023.20|44243.17| |V. PROFIT BEFORE EXCEPTIONAL ITEM AND TAX (III-IV)| |24021.59|23544.47| |VI. Exceptional item|48|528.38|-| |VII. PROFIT BEFORE TAX| |24549.97|23544.47| |VIII. Tax expense:| | | | |(a) Current tax|28|5269.48|5130.03| |(b) Deferred tax| |14.70|(22.18)| |(c) MAT credit entitlement|28|8.83|(38.30)| | | |5293.01|5069.55| |IX. PROFIT FOR THE YEAR| |19256.96|18474.92| |X. Earnings per equity share: - Basic and diluted (`)|35|98.31|94.15| |Weighted average number of equity shares (face value of ` 1 each)| |195,87,27,979|195,87,27,979| |XI. NOTES FORMING PART OF THE FINANCIAL STATEMENTS| |1-52| | As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chartered Accountants Chairman CEO and Managing Director Director Aman Mehta Ishaat Hussain V. Thyagarajan Director Director Director P. R. Ramesh Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Partner Director Director Director File: AR_TCS_2014_2015.md O. P. Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 16, 2015 Mumbai, April 16, 2015 Unconsolidated Financial Statements 179 # Annual Report 2014-15 # Cash Flow Statement for the year ended March 31, 2015 | |Note|2015|2014| |---|---|---|---| |I CASH FLOWS FROM OPERATING ACTIVITIES| | | | |Profit before tax| |24549.97|23544.47| |Adjustments for:| | | | |Depreciation and amortisation expense| |865.39|1080.55| |Bad Debts written off (net)| |5.69|2.37| |Provision for doubtful receivables (net)| |124.56|68.26| |Provision for doubtful advances (net)| |(13.10)|8.78| |Advances written-off / (recovered) (net)| |19.50|(0.12)| |Provision for diminution in value of long-term investments| |2.50|-| |Interest expense| |79.57|23.41| |Profit on sale of fixed assets (net)| |(2.94)|(2.01)| |Unrealised exchange loss / (gain)| |91.64|(173.12)| |Exchange difference on translation of foreign currency cash and cash equivalents| |27.26|(43.66)| |Dividend income (including exchange gain)| |(1335.54)|(1570.70)| |Interest income| |(1554.93)|(1280.07)| |Profit on redemption of mutual funds and sale of other current investments (net)| |(225.99)|(162.77)| |Operating profit before working capital changes| |22633.58|21495.39| |Inventories| |(3.77)|(2.23)| |Unbilled revenue| |187.39|(320.84)| |Trade receivables| |(2694.09)|(2976.90)| |Loans and advances and other assets| |(596.97)|(66.41)| |Trade payables, other liabilities and provisions| |3114.32|908.34| |Cash generated from operations| |22640.46|19037.35| |Taxes paid| |(6320.57)|(6095.42)| |Net cash provided by operating activities| |16319.89|12941.93| |II CASH FLOWS FROM INVESTING ACTIVITIES| | | | |Purchase of fixed assets| |(2568.72)|(2702.41)| |Proceeds from sale of fixed assets| |4.23|7.97| |Purchase of trade investments| |(60.83)|(25.00)| |Purchase of mutual funds and other investments| |(62938.73)|(75191.82)| |Proceeds from sale / redemption of trade investments| |253.36|54.66| |Proceeds from redemption of mutual funds and sale of other investments| |65389.79|73705.98| |Loans repaid by subsidiaries| |37.32|8.30| |Inter-corporate deposits placed| |(1777.00)|(2588.00)| |Inter-corporate deposits matured| |1880.00|3454.77| |Earmarked deposits placed with banks| |(49.00)|-| |Earmarked deposits with banks matured| |25.27|-| |Fixed deposit placed with banks having original maturity over three months| |(15000.75)|(11744.00)| |Fixed deposit with banks matured having original maturity over three months| |12126.90|4960.33| |Dividend received from subsidiaries (including exchange gain)| |1354.31|1551.10| |Dividend received from other investments| |0.48|0.35| |Interest received| |1934.38|1318.45| |Net cash used in investing activities| |611.01|(7189.32)| |III CASH FLOWS FROM FINANCING ACTIVITIES| | | | |Redemption of preference shares| |-|(100.00)| |Repayment of long-term borrowings| |(0.47)|(1.24)| |Short-term borrowings (net)| |185.56|(80.02)| |Dividend paid (including dividend tax)| |(17020.46)|(5480.07)| |Interest paid| |(78.83)|(22.99)| |Net cash used in financing activities| |(16914.20)|(5684.32)| |Net increase in cash and cash equivalents| |16.70|68.29| |Cash and cash equivalents at the beginning of the year| |438.37|323.85| |Add: Transferred consequent to amalgamation of companies| |1.97|2.57| |Exchange difference on translation of foreign currency cash and cash equivalents| |(27.26)|43.66| |Cash and cash equivalents at the end of the year|20|429.78|438.37| |Earmarked balances with banks| |69.97|14.99| |Short-term bank deposits| |16002.75|12112.90| |Cash and bank balances at the end of the year|20|16502.50|12566.26| |IV NOTES FORMING PART OF THE FINANCIAL STATEMENTS|1-52| | | |Cash flows have been adjusted for the balances transferred from the amalgamated companies.|Cash flows have been adjusted for the balances transferred from the amalgamated companies.|Cash flows have been adjusted for the balances transferred from the amalgamated companies.|Cash flows have been adjusted for the balances transferred from the amalgamated companies.| # As per our report attached # For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chartered Accountants Aman Mehta Director Ishaat Hussain Director P. R. Ramesh Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Partner O. P."
+"Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Suprakash Mukhopadhyay Company Secretary Mumbai, April 16, 2015 Mumbai, April 16, 2015 # 180 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 1) CORPORATE INFORMATION Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of multiple locations around the globe. The Company's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Cloud Services, Connected Marketing Solutions, Consulting, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON-Small and Medium Businesses, IT Infrastructure Services, Mobility Products and Services and Platform Solutions. As at March 31, 2015, Tata Sons Limited owned 73.69% of the Company's equity share capital and has the ability to control its operating and financial policies. The Company's registered office is in Mumbai and it has 60 subsidiaries across the globe. # 2) SIGNIFICANT ACCOUNTING POLICIES # a) Basis of preparation These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India ('Indian GAAP') to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared under the historical cost convention on accrual basis, except for certain financial instruments which are measured at fair value. Comparative figures do not include the figures of erstwhile WTI Advanced Technology Limited which is amalgamated with the Company effective April 1, 2014. Consequently, the comparative figures are not comparable with the figures for the year ended March 31, 2015. # b) Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year. Examples of such estimates include provisions for doubtful receivables, employee benefits, provision for income taxes, accounting for contract costs expected to be incurred, the useful lives of depreciable fixed assets and provision for impairment. Future results could differ due to changes in these estimates and the difference between the actual result and the estimates are recognised in the period in which the results are known / materialise. # c) Fixed assets Fixed assets are stated at cost, less accumulated depreciation / amortisation. Costs include all expenses incurred to bring the asset to its present location and condition. Fixed assets exclude computers and other assets individually costing ` 50,000 or less which are not capitalised except when they are part of a larger capital investment programme. # d) Depreciation / amortisation In respect of fixed assets (other than freehold land and capital work-in-progress) acquired during the year, depreciation / amortisation is charged on a straight line basis so as to write-off the cost of the assets over the useful lives and for the assets acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life based on an evaluation. |Type of asset|Period| |---|---| |Leasehold land and buildings|Lease period| |Freehold buildings|20 years| |Factory buildings|20 years| |Leasehold improvements|Lease period| |Plant and machinery|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|10 years| |Furniture and fixtures|5 years| |Intellectual property / distribution rights|5 years| |Rights under licensing agreement|License period| Fixed assets purchased for specific projects are depreciated over the period of the project or the useful life stated above, whichever is shorter. Unconsolidated Financial Statements 181 # Annual Report 2014-15 # Notes forming part of the Financial Statements # e) Leases Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year."
+"Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating leases. Lease rentals under operating leases are recognised in the statement of profit and loss on a straight-line basis. # f) Impairment At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash generating unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment. Recoverable amount is the higher of an asset's net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognised as income in the statement of profit and loss. # g) Investments Long-term investments and current maturities of long-term investments are stated at cost, less provision for other than temporary diminution in value. Current investments, except for current maturities of long-term investments, comprising investments in mutual funds are stated at the lower of cost and fair value. # h) Employee benefits # (i) Post-employment benefit plans Contributions to defined contribution retirement benefit schemes are recognised as expense when employees have rendered services entitling them to such benefits. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the statement of profit and loss for the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested, or amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Other employee benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the service. These benefits include compensated absences such as paid annual leave, overseas social security contributions and performance incentives. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # i) Revenue recognition Revenue from contracts priced on a time and material basis are recognised when services are rendered and related costs are incurred. Revenue from turnkey contracts, which are generally time bound fixed price contracts, are recognised over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognised when probable. Revenue from the sale of equipment are recognised upon delivery, which is when title passes to the customer. Revenue from sale of software licences are recognised upon delivery. Revenue from maintenance contracts are recognised pro-rata over the period of the contract. In respect of Business Process Services, revenue on time and material and unit priced contracts is recognised as the related services are rendered, whereas revenue from fixed price contracts is recognised using the proportionate completion method with contract cost determining the degree of completion. Revenue is reported net of discounts. Dividend is recorded when the right to receive payment is established. Interest income is recognised on time proportion basis taking into account the amount outstanding and the rate applicable. # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # j) Taxation Current income tax expense comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in countries where such operations are domiciled."
+"Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax after the tax holiday period. Accordingly, MAT is recognised as an asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with it will fructify. Deferred tax expense or benefit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available to realise such assets. In other situations, deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realise these assets. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction for relevant tax paying units and where the Company is able to and intends to settle the asset and liability on a net basis. The Company offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws. # k) Foreign currency transactions Income and expense in foreign currencies are converted at exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities other than net investments in non-integral foreign operations are translated at the exchange rate prevailing on the balance sheet date and exchange gains and losses are recognised in the statement of profit and loss. Exchange difference arising on a monetary item that, in substance, forms part of an enterprise's net investments in a non-integral foreign operation are accumulated in a foreign currency translation reserve. Premium or discount on foreign exchange forward, options and futures contracts are amortised and recognised in the statement of profit and loss over the period of the contract. Foreign exchange forward, options and future contracts outstanding at the balance sheet date, other than designated cash flow hedges, are stated at fair values and any gains or losses are recognised in the statement of profit and loss. # l) Derivative instruments and hedge accounting The Company uses foreign exchange forward, options and future contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Company designates these hedging instruments as cash flow hedges. The use of hedging instruments is governed by the Company's policy approved by the Board of Directors, which provide written principles on the use of such financial derivatives consistent with the Company's risk management strategy. Hedging instruments are initially measured at fair value, and are remeasured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of future cash flows are recognised directly in shareholders' funds and the ineffective portion is recognised immediately in the statement of profit and loss. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the fair value change in the intrinsic value of the option. The change in fair values of the time value of option, is accumulated in hedging reserve, a component of shareholders' funds and is transferred to the statement of profit and loss when the forecast transaction occurs. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the statement of profit and loss as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on the hedging instrument recognised in shareholders' funds is retained there and is transferred to the statement of profit and loss when the forecasted transaction occurs."
+"If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in shareholders' funds is transferred to the statement of profit and loss. Unconsolidated Financial Statements 183 # Annual Report 2014-15 # Notes forming part of the Financial Statements # m) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at lower of cost and net realisable value. Finished goods produced or purchased by the Company are carried at lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # n) Provisions, Contingent liabilities and Contingent assets A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements. # o) Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amount of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. # 3) SHARE CAPITAL The Authorised, Issued, Subscribed and Fully paid-up share capital comprises of equity shares and redeemable preference shares having a par value of ` 1 each as follows: | |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---|---| |Authorised| | | | |(i) 420,05,00,000 equity shares of ` 1 each| |420.05|420.05| |(ii) 105,02,50,000 redeemable preference shares of ` 1 each| |105.03|105.03| | |Total|525.08|525.08| |Issued, Subscribed and Fully paid up| | | | |195,87,27,979 equity shares of ` 1 each| |195.87|195.87| | |Total|195.87|195.87| The Authorised Share Capital was increased to 420,05,00,000 equity shares of ` 1 each and 105,02,50,000 redeemable preference shares of ` 1 each pursuant to the amalgamation of two wholly-owned subsidiaries, Retail FullServe Limited and Computational Research Laboratories Limited vide Order dated March 22, 2013 and TCS e-Serve Limited vide Order dated September 6, 2013 of the Hon'ble High Court of Judicature at Bombay. # (a) Reconciliation of number of shares | | |As at March 31, 2015| |As at March 31, 2014| | |---|---|---|---|---|---| | |Number of shares|Amount (` crores)|Number of shares|Amount (` crores)| | |Equity shares|Opening balance|195,87,27,979|195.87|195,72,20,996|195.72| | |Issued during the year|-|-|15,06,983|0.15| | |Closing balance|195,87,27,979|195.87|195,87,27,979|195.87| |Preference shares|Opening balance|-|-|100,00,00,000|100.00| | |Redeemed during the year|-|-|(100,00,00,000)|(100.00)| | |Closing balance|-|-|-|-| # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (b) Rights, preferences and restrictions attached to shares # Equity shares The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # Preference shares Preference shares carried a fixed cumulative dividend of 1% per annum and a variable non-cumulative dividend of 1% of the difference between the rate of dividend declared during the year on the equity shares of the Company and the average rate of dividend declared on the equity shares of the Company for three years preceding the year of issue of the redeemable preference shares."
+"# (c) Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2015|As at March 31, 2014| | |---|---|---|---| |Equity shares| | | | |Holding company|144,34,51,698 equity shares (March 31, 2014 : 144,34,51,698 equity shares) are held by Tata Sons Limited|144.35|144.35| |Subsidiaries and Associates of Holding company|10,29,700 equity shares (March 31, 2014 : 10,29,700 equity shares) are held by Tata Industries Limited|0.10|0.10| | |5,90,452 equity shares (March 31, 2014 : 5,90,452 equity shares) are held by Tata Investment Corporation Limited|0.06|0.06| | |200 equity shares (March 31, 2014 : 200 equity shares) are held by Tata Capital Limited *|-|-| | |83,232 equity shares (March 31, 2014 : 83,232 equity shares) are held by Tata International Limited|0.01|0.01| | |24,400 equity shares (March 31, 2014 : 24,400 equity shares) are held by Tata Steel Limited *|-|-| | |452 equity shares (March 31, 2014 : 452 equity shares) are held by The Tata Power Company Limited *|-|-| |Total| |144.52|144.52| * Equity shares having value less than ` 50,000 # (d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2015|As at March 31, 2014| | |---|---|---|---| |Equity shares|Tata Sons Limited, the Holding company|144,34,51,698|144,34,51,698| | | |73.69%|73.69%| # (e) Equity shares allotted as fully paid up (during 5 years preceding March 31, 2015) including equity shares issued pursuant to contract without payment being received in cash 15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of arrangement (""the Scheme"") sanctioned by the High Court of Judicature at Bombay vide their order dated September 6, 2013. Unconsolidated Financial Statements 185 # Annual Report 2014-15 # Notes forming part of the Financial Statements # 4) RESERVES AND SURPLUS Reserves and surplus consist of the following: |(` crores)|As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Capital redemption reserve| | | |(i) Opening balance|100.00|-| |(ii) Transferred on amalgamation (Refer Note 29)|0.40|-| |(iii) Addition during the year (net)|-|100.00| | |100.40|100.00| |(b) Capital reserve| | | |(i) Opening balance|-|-| |(ii) Transferred on amalgamation (Refer Note 29)|0.34|-| | |0.34|-| |(c) Securities premium reserve| | | |(i) Opening balance|1918.87|1918.47| |(ii) Transferred on amalgamation|-|0.40| | |1918.87|1918.87| |(d) Foreign currency translation reserve| | | |(i) Opening balance|225.85|174.61| |(ii) (Deduction) / addition during the year (net)|(7.39)|51.24| | |218.46|225.85| |(e) Hedging reserve account (Refer Note 39)| | | |(i) Opening balance|29.64|55.49| |(ii) Transferred on amalgamation|-|(8.33)| |(iii) Addition / (deduction) during the year (net)|121.11|(17.52)| | |150.75|29.64| |(f) General reserve| | | |(i) Opening balance|5161.20|5515.11| |(ii) Adjustment on amalgamation (Refer Note 29)|(34.20)|(2201.40)| |(iii) Transferred from surplus in statement of profit and loss|1925.69|1847.49| | |7052.69|5161.20| |(g) Surplus in statement of profit and loss| | | |(i) Opening balance|36420.45|24602.85| |(ii) Add: Transferred on amalgamation (Refer Note 29)|71.78|2375.22| |(ii) Add : Profit for the year|19256.96|18474.92| | |55749.19|45452.99| |Less : Appropriations| | | |(a) Interim dividends on equity shares|10772.92|2349.87| |(b) Proposed final dividend on equity shares|4700.95|3917.46| |(c) Dividend on redeemable preference shares|-|28.76| |(d) Tax on dividend|2591.54|788.96| |(e) Write back of tax on dividend of prior year|(20.97)|-| |(f) Capital redemption reserve|-|100.00| |(g) General reserve|1925.69|1847.49| | |35779.06|36420.45| | |45220.57|43856.01| The Board of Directors at their meeting held on April 16, 2015 recommended a final dividend of ` 24 per equity share. 186 Unconsolidated Financial Statements File: AR_TCS_2014_2015.md # Notes forming part of the Financial Statements # 5) LONG-TERM BORROWINGS Long-term borrowings consist of the following: (` crores) | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Secured loans|64.13|88.64| |Long-term maturities of obligations under finance lease (Refer Note 34)| | | |(b) Unsecured loans|0.58|1.05| |Borrowings from entity other than banks| | | | |64.71|89.69| Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements."
+"# 6) DEFERRED TAX BALANCES Deferred tax balances consist of the following: (` crores) | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Deferred tax liabilities (net)| | | |(i) Foreign branch profit tax|256.03|217.88| |(ii) Depreciation and amortisation|15.43|8.99| | |271.46|226.87| |(b) Deferred tax assets (net)| | | |(i) Depreciation and amortisation|(146.58)|(57.57)| |(ii) Employee benefits|180.90|152.74| |(iii) Operating lease liabilities|65.69|55.47| |(iv) Provision for doubtful receivables, loans and advances|129.04|93.68| |(v) Others|74.42|29.26| | |303.47|273.58| # 7) OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following: (` crores) | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Capital creditors|67.53|92.27| |(b) Operating lease liabilities|310.90|254.18| |(c) Others|343.72|343.99| | |722.15|690.44| Others include advance taxes paid of ` 333.28 crores (March 31, 2014: ` 333.28 crores) by the seller of TCS e-Serve Limited which, on refund by tax authorities, is payable to the seller. # 8) LONG-TERM PROVISIONS Long-term provisions consist of the following: (` crores) | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Provision for employee benefits :| | | |(i) Gratuity|-|137.70| |(ii) Other post retirement benefits|32.43|31.23| |(b) Provision for foreseeable loss on a long-term contract|94.48|110.68| | |126.91|279.61| Unconsolidated Financial Statements # Annual Report 2014-15 # Notes forming part of the Financial Statements # 9) SHORT-TERM BORROWINGS Short-term borrowings consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |Unsecured Loans|185.56|-| |Overdraft from bank|185.56|-| # 10) OTHER CURRENT LIABILITIES Other current liabilities consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Current maturities of long-term debt|0.47|0.47| |(b) Current maturities of obligations under finance lease (Refer Note 34)|22.11|25.32| |(c) Interest accrued but not due on borrowings|0.02|0.03| |(d) Income received in advance|854.67|753.74| |(e) Unclaimed dividends|19.41|13.49| |(f) Advance received from customers|26.18|21.96| |(g) Operating lease liabilities|44.86|26.26| |(h) Fair value of foreign exchange forward and currency option contracts secured against trade receivables|19.75|22.95| |(i) Statutory liabilities|568.83|585.98| |(j) Capital creditors|299.05|418.74| |(k) Liabilities for cost related to customer contracts|615.99|566.37| |(l) Other payables|20.13|25.01| | |Total: 2491.47|Total: 2491.47| Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements. # 11) SHORT-TERM PROVISIONS Short-term provisions consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Provision for employee benefits|951.52|761.99| |(b) Proposed final dividend on equity shares|4700.95|3917.46| |(c) Proposed dividend on redeemable preference shares|-|28.76| |(d) Tax on dividend|939.91|670.66| |(e) Current income taxes (net)|323.93|411.35| |(f) Provision for foreseeable loss on a long-term contract|103.04|37.61| | |Total: 7019.35|Total: 7019.35| Provision for employee benefits include provision for compensated absences and other short-term employee benefits. # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 12) FIXED ASSETS Fixed assets consist of the following: # (i) Tangible assets |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical fixtures|Furniture and fittings|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Gross Block as at April 1, 2014|326.21|209.48|3137.73|2.77|9.81|976.73|10.29|3464.15|25.01|1318.34|942.76|754.73|11178.01| | |325.57|193.97|2622.72|2.77|9.81|769.50|10.67|2818.87|22.12|1032.00|759.37|540.15|9107.52| |Additions|0.30|1.01|1242.32|-|-|207.97|116.40|709.86|4.72|207.95|241.02|200.90|2932.45| | |0.64|15.51|515.01|-|-|165.80|-|544.12|2.85|220.03|151.36|179.45|1794.77| |Assets acquired on amalgamation|-|-|-|-|-|-|1.78|0.08|1.74|0.09|0.22|3.91| | | |-|-|-|-|-|63.92|-|222.07|2.26|79.86|46.09|40.31|454.51| |Deletions / Adjustments|-|-|(0.34)|-|-|(0.59)|(0.01)|(41.89)|(3.33)|(1.70)|(0.87)|(2.01)|(50.74)| | |-|-|-|(22.49)|(0.38)|(120.91)|(2.22)|(13.55)|(14.06)|(5.18)|(178.79)| | | |Gross Block as at March 31, 2015|326.51|210.49|4379.71|2.77|9.81|1184.11|126.68|4133.90|26.48|1526.33|1183.00|953.84|14063.63| | |326.21|209.48|3137.73|2.77|9.81|976.73|10.29|3464.15|25.01|1318.34|942.76|754.73|11178.01| |Accumulated depreciation as at April 1, 2014|-|(15.45)|(577.96)|(1.43)|(8.53)|(512.98)|(10.27)|(2483.94)|(15.79)|(589.27)|(409.69)|(665.61)|(5290.92)| | |-|(12.58)|(451.33)|(1.23)|(8.34)|(405.62)|(10.60)|(1966.49)|(13.13)|(426.63)|(304.61)|(447.48)|(4048.04)| |Depreciation for the year|-|(2.97)|138.11|(0.08)|(0.21)|(119.56)|(5.99)|(555.67)|(5.58)|(259.60)|1.75|(44.38)|(854.18)| | |-|(2.87)|(126.64)|(0.20)|(0.21)|(93.75)|(0.05)|(449.53)|(2.81)|(113.26)|(88.10)|(187.88)|(1065.30)| |Adjustments on amalgamation|-|-|-|-|-|-|(1.53)|(0.08)|(1.21)|(0.06)|(0.22)|(3.10)| | | |-|-|-|-|-|(35.41)|-|(184.75)|(1.65)|(67.94)|(35.94)|(35.41)|(361.10)| |Deletions / Adjustments|-|-|0.08|-|-|0.59|0.01|41.29|3.26|1.63|0.68|1.91|49.45| | |-|0.01|-|0.02|21.80|0.38|116.83|1.80|18.56|18.96|5.16|183.52| | |Accumulated depreciation as at March 31, 2015|-|(18.42)|(439.77)|(1.51)|(8.74)|(631.95)|(16.25)|(2999.85)|(18.19)|(848.45)|(407.32)|(708.30)|(6098.75)| | |-|(15.45)|(577.96)|(1.43)|(8.53)|(512.98)|(10.27)|(2483.94)|(15.79)|(589.27)|(409.69)|(665.61)|(5290.92)| |Net book value as at March 31, 2015|326.51|192.07|3939.94|1.26|1.07|552.16|110.43|1134.05|8.29|677.88|775.68|245.54|7964.88| | |326.21|194.03|2559.77|1.34|1.28|463.75|0.02|980.21|9.22|729.07|533.07|89.12|5887.09| # Annual Report 2014-15 # Notes forming part of the Financial Statements # 12) FIXED ASSETS (contd.) # (ii) Intangible assets |Description|Intellectual property / distribution rights|Rights under licensing agreement|Total| |---|---|---|---| |Gross Block as at April 1, 2014|13.21|124.51|137.72| | |12.63|63.21|75.84| |Additions|-|0.06|0.06| | |0.58|3.02|3.60| |Assets acquired on amalgamation|-|3.84|3.84| | |-|57.94|57.94| |Deletions / Adjustments|-|-|-| | |-|0.34|0.34| |Gross Block as at March 31, 2015|13.21|128.41|141.62| | |13.21|124.51|137.72| |Accumulated amortisation as at April 1, 2014|(12.43)|(83.19)|(95.62)| | |(11.82)|(19.22)|(31.04)| |Amortisation for the year|(0.68)|(10.53)|(11.21)| | |(0.61)|(14.64)|(15.25)| |Adjustments on amalgamation|-|(3.38)|(3.38)| | |-|(49.19)|(49.19)| |Deletions / Adjustments|-|-|-| | |-|(0.14)|(0.14)| |Accumulated amortisation as at March 31, 2015|(13.11)|(97.10)|(110.21)| | |(12.43)|(83.19)|(95.62)| |Net book value as at March 31, 2015|0.10|31.31|31.41| | |0.78|41.32|42.10| # (iii) Capital work-in-progress |Description|Total| |---|---| |Capital work-in-progress|2706.94| | |3047.53| Previous years' figures are in italics. - (a) Freehold buildings include ` 2.67 crores (March 31, 2014: ` 2.67 crores) being value of investment in shares of Co-operative Housing Societies and Limited Companies. - (b) Net book value of computer equipment of ` 18.49 crores (March 31, 2014: ` 30.54 crores) and leasehold improvements of ` 56.65 crores (March 31, 2014: ` 67.13 crores) are under finance lease."
+"- (c) Legal formalities relating to conveyance of freehold buildings having net book value ` 5.18 crores (March 31, 2014: ` 9.81 crores) are pending completion. 190 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 13) NON-CURRENT INVESTMENTS Non-current investments consist of the following: |In Numbers|Currency|Face Value Per share|Description|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---| |1,54,89,922|INR|10|CMC Limited|379.89|379.89| |2,12,27,83,424|Peso|1|TCS Iberoamerica SA|461.31|461.31| |15,75,300|INR|10|APOnline Limited|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium S.A.|1.06|1.06| |66,000|EUR|1000|Tata Consultancy Services Netherlands BV|402.87|402.87| |1,000|SEK|100|Tata Consultancy Services Sverige AB|18.89|18.89| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|1.72|1.72| |20,000|USD|10|Tata America International Corporation|452.92|452.92| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|18.69|18.69| |-|INR|-|WTI Advanced Technology Limited|-|38.52| |3,72,58,815|AUD|1|TCS FNS Pty Limited|211.72|211.72| |10,00,001|GBP|1|Diligenta Limited|429.05|429.05| |1,000|USD|-|Tata Consultancy Services Canada Inc. *|-|-| |100|CAD|70653.61|Tata Consultancy Services Canada Inc.|31.25|31.25| |51,00,000|INR|10|C-Edge Technologies Limited|5.10|5.10| |8,90,000|INR|10|MP Online Limited|0.89|0.89| |-|Dirhams|-|Tata Consultancy Services Morocco SARL AU|-|8.17| |1,40,00,000|RAND|1|Tata Consultancy Services (Africa) (PTY) Ltd.|65.75|4.92| |18,89,000|INR|10|MahaOnline Limited|1.89|1.89| |-|QAR|-|Tata Consultancy Services Qatar S.S.C.|2.44|2.44| |-|USD|-|Computational Research Laboratories Inc.|-|-| |10,00,000|INR|100|TCS e-Serve International Limited|10.00|10.00| |10,00,000|INR|10|TCS Foundation|-|-| |1,10,00,000|GBP|1|Diligenta Limited|101.75|359.45| |-|INR|-|Shares cancelled on amalagamation| | | |-|INR|-|Shares cancelled on voluntary liquidation| | | Unconsolidated Financial Statements # Annual Report 2014-15 # Notes forming part of the Financial Statements # 13) NON-CURRENT INVESTMENTS (contd.) (` crores) |In Numbers|Currency|Face Value Per share|Description|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---| |4,86,617|INR|10|Ruralshores Business Services Private Limited|25.00|25.00| | | | |(B) OTHERS| | | | | | |(i) Mutual and other funds (unquoted)|7.04|6.36| |1,000|INR|100000|India Innovation Fund (` 70,384 paid up per share)|7.04|6.36| | | | |(ii) Government securities (unquoted)|-|25.00| |-|INR|-|8.26% Government of India Bond (2027)|-|25.00| | | | |(iii) Bonds and Debentures (unquoted)| | | |-|INR|-|The Industrial Development Bank of India| | | |-|INR|-|8.00% IDBI Bonds (2018)|-|0.10| |-|INR|-|9.225% non-convertible debentures (2015)|-|98.08| |-|INR|-|8.49% non-convertible debentures (2016)|-|19.05| |-|INR|-|9.15% non-convertible debentures (2016)|-|48.63| |-|INR|-|LIC Housing Finance Limited| | | |-|INR|-|8.76% non-convertible debentures (2015)|-|29.36| |-|INR|-|9.02% non-convertible debentures (2015)|-|97.32| |-|INR|-|9.21% non-convertible debentures (2015)|-|29.35| |-|INR|-|9.38% non-convertible debentures (2015)|-|24.36| |-|INR|-|9.39% non-convertible debentures (2015)|-|49.25| |-|INR|-|9.60% non-convertible debentures (2015)|-|73.83| |-|INR|-|9.62% non-convertible debentures (2015)|-|14.76| |-|INR|-|9.62% non-convertible debentures (2015)|-|9.92| |-|INR|-|9.90% non-convertible debentures (2015)|-|24.70| |-|INR|-|9.75% non-convertible debentures (2015)|-|4.93| |-|INR|-|9.75% non-convertible debentures (2016)|-|19.85| |-|INR|-|Panatone Finvest Limited| | | |-|INR|-|9.50% non-convertible debentures (2016)|-|200.00| |-|INR|-|Power Finance Corporation Limited| | | |-|INR|-|9.46% Bonds (2015)|-|24.45| |-|INR|-|State Bank of India| | | |-|INR|-|9.05% Bonds (2020)|-|33.40| |-|INR|-|Tata Capital Housing Finance Limited| | | |-|INR|-|10.05% non-convertible debentures (2017)|-|25.00| |-|INR|-|Tata Chemicals Limited| | | |-|INR|-|10.00% non-convertible debentures (2019)|-|25.00| |-|INR|-|Tata Housing Development Company Limited| | | |-|INR|-|10.20% non-convertible debentures (2017)|-|66.98| |-|INR|-|Tata Motors Limited| | | |-|INR|-|9.05% non-convertible debentures (2015)|-|96.84| |-|INR|-|9.15% non-convertible debentures (2015)|-|43.67| |-|INR|-|9.22% non-convertible debentures (2015)|-|24.10| |-|INR|-|9.69% non-convertible debentures (2019)|-|75.00| |-|INR|-|10.00% non-convertible debentures (2019)|-|125.00| # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 13) NON-CURRENT INVESTMENTS (contd.) |In Numbers|Currency|Face Value Per share|Description|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---| |-|INR|-|8.80% non-convertible debentures (2015)|-|53.48| |-|INR|-|9.98% non-convertible debentures (2015)|-|144.78| |-|INR|-|9.30% non-convertible debentures (2015)|-|4.89| |-|INR|-|9.67% non-convertible debentures (2015)|-|58.95| |-|INR|-|9.78% non-convertible debentures (2015)|-|172.80| |-|INR|-|9.75% non-convertible debentures (2016)|-|7.00| |-|INR|-|9.68% non-convertible debentures (2017)|-|127.12| |-|INR|-|9.85% non-convertible debentures (2017)|-|19.76| |-|INR|-|9.87% non-convertible debentures (2017)|-|86.61| |-|INR|-|9.87% non-convertible debentures (2017)|-|114.44| |-|INR|-|8.85% non-convertible debentures (2018)|-|47.35| |-|INR|-|8.97% non-convertible debentures (2020)|-|50.00| |-|INR|-|9.10% non-convertible debentures (2020)|-|15.00| |69|EUR|297|0 % Bonds (2014)|0.12|0.12| |Total|Total|Total|Total|2653.85|5106.84| |Provision for diminution in value of investments|Provision for diminution in value of investments|Provision for diminution in value of investments|Provision for diminution in value of investments|(2.62)|(8.29)| |Book value of quoted investments|Book value of quoted investments|Book value of quoted investments|Book value of quoted investments|379.89|379.89| |Book value of unquoted investments (net of provision)|Book value of unquoted investments (net of provision)|Book value of unquoted investments (net of provision)|Book value of unquoted investments (net of provision)|2271.34|4718.66| |Market value of quoted investments|Market value of quoted investments|Market value of quoted investments|Market value of quoted investments|2974.41|2151.32| * Non-current investments having a value of less than ` 50,000. The Company has given an undertaking to the investors of KOOH Sports Private Limited not to transfer its shareholding prior to the expiry of thirty-six months from the completion date of the investment agreement except with the prior written consent of the other parties to the agreement. The restriction is valid as on March 31, 2015. The Company has given letter of comfort to various banks for credit and / or foreign exchange hedging facilities availed by its subsidiaries (a) Tata America International Corporation, (b) Tata Consultancy Services Switzerland Limited, (c) Tata Consultancy Services Sverige AB, (d) Tata Consultancy Services Belgium S.A., (e) Tata Consultancy Services Deutschland GmbH, (f) Tata Consultancy Services De Mexico S.A. De CV, (g) Tata Consultancy Services Netherlands BV (h) Tata Consultancy Services Asia Pacific Pte Ltd, (i) Tata Consultancy Services Qatar S.S.C."
+"(j) TCS Italia SRL, (k) Tata Consultancy Services France S.A.S., (l) Tata Consultancy Services Malaysia Sdn Bhd, and (m) Tata Consultancy Services Luxembourg S.A. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiaries and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiaries. On July 1, 2014, the Company through its wholly owned subsidiary Tata Consultancy Services Asia Pacific Pte Ltd., acquired a controlling interest (51%) in IT Frontier Corporation (referred to as ITF) from Mitsubishi Corporation in Japan in exchange for a total purchase consideration of ` 357.93 crores (USD 59.60 million) consisting of a transfer of 49% ownership interest in Tata Consultancy Services Japan Ltd. to Mitsubishi Corporation and a cash consideration of ` 288.88 crores (USD 48.10 million). On August 7, 2014, Tata Consultancy Services Morocco SARL AU, a wholly owned subsidiary, has been voluntarily liquidated. On February 18, 2015, Computational Research Laboratories Inc., a wholly owned subsidiary, has been voluntarily liquidated. On September 16, 2014, the Company acquired additional 40% ownership interest in Tata Consultancy Services (Africa) (Pty) Ltd, for a purchase consideration of ` 60.83 crores (USD 10 million) from Tata Africa Holdings (SA) Proprietary Limited and thereby making it a wholly owned subsidiary of the Company. On March 23, 2015, TCS Management Pty Ltd., a wholly owned subsidiary of TCS FNS Pty Limited, has been voluntarily liquidated. On March 25, 2015 the Company subscribed to 100% Share Capital of TCS Foundation, a not for profit initiative registered under Section 8 of the Companies Act, 2013 with a paid-up capital of ` 1 crore. TCS Foundation aims at promoting projects and / or programmes relating to Corporate Social Responsibility activities of the Company and its subsidiaries."
+"Unconsolidated Financial Statements 193 # Annual Report 2014-15 # Notes forming part of the Financial Statements # 14) LONG-TERM LOANS AND ADVANCES Long-term loans and advances (unsecured) consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Considered good| | | |(i) Capital advances|201.90|351.99| |(ii) Security deposits|538.00|548.23| |(iii) Loans and advances to employees|8.88|7.04| |(iv) Loans and advances to related parties|21.98|138.41| |(v) Advance tax (including refunds receivable (net))|3884.22|2913.02| |(vi) MAT Credit entitlement|1801.78|1810.61| |(vii) Indirect tax recoverable|48.89|54.76| |(viii) Inter-corporate deposits|1572.00|858.00| |(ix) Prepaid expenses|354.18|189.68| |(x) Other amounts recoverable in cash or kind or for value to be received|20.72|3.80| |(b) Considered doubtful| | | |(i) Security deposits|0.15|0.15| |(ii) Loans and advances to related parties|-|19.37| |Less : Provision for doubtful loans and advances|(0.15)|(19.52)| | |8452.55|6875.54| Loans and advances to related parties, considered good, comprise: |Tata Sons Limited|2.74|2.74| |---|---|---| |TCS FNS Pty Limited|6.18|10.02| |CMC Limited|12.67|0.26| |Tata Realty and Infrastructure Limited|0.39|45.39| |Tata Capital Financial Services Limited|-|80.00| Loans and advances to related parties, considered doubtful, comprise: Tata Consultancy Services Morocco SARL AU - 19.37 # 15) OTHER NON-CURRENT ASSETS Other non-current assets consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Interest receivable|24.33|34.52| |(b) Long-term bank deposits|500.00|1477.00| |(c) Earmarked balances with banks|0.35|25.00| |(d) Discount on bonds and debentures receivable on maturity|-|8.47| | |524.68|1544.99| 194 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 16) CURRENT INVESTMENTS Current investments consist of the following: |In Numbers|Currency|Face Value Per share|Description|As at March 31, 2015|As at March 31, 2014| |---|---|---|---|---|---| |60,00,000|INR|10|HDFC Debt Fund for Cancer Cure - 50% Dividend Donation Option|6.00|6.00| |42,98,238|INR|100|Birla Sun Life Cash Plus - Growth-Direct Plan|96.47|-| |2,60,751|INR|1000|L&T Liquid Fund Direct Plan - Growth|50.00|-| |11,42,663|INR|1000|Tata Liquid Fund Direct Plan - Growth|295.00|-| |13,61,292|INR|10|Tata Money Market Fund Direct Plan|300.00|-| # (ii) Bonds and Debentures (unquoted) Housing Development Finance Corporation Limited - INR - 9.20% non-convertible debentures (2015) - 34.83 Housing Urban Development Corporation Limited - INR - 10.00% Bonds (2014) - 1.50 Infrastructure Development Finance Company Limited |-|INR|-|9.20% non-convertible debentures (2015)|-|49.20| |---|---|---|---|---|---| |-|INR|-|9.36% non-convertible debentures (2015)|-|73.42| LIC Housing Finance Limited - INR - 9.80% non-convertible debentures (2015) - 19.84 National Housing Bank - INR - 9.37% Bonds (2015) - 39.15 Power Finance Corporation Limited |-|INR|-|8.60% non-convertible debentures (2014)|-|34.26| |---|---|---|---|---|---| |-|INR|-|8.85% non-convertible debentures (2014)|-|68.15| |-|INR|-|9.63% Bonds (2014)|-|98.19| |-|INR|-|9.55% Bonds (2015)|-|49.03| Rural Electrification Corporation - INR - 8.84% Bonds (2014) - 19.45 Tata Motors Limited - INR - 9.85% non-convertible debentures (2015) - 39.43 Tata Sons Limited |-|INR|-|10.25% non-convertible debentures (2014)|-|25.00| |---|---|---|---|---|---| |-|INR|-|9.78% non-convertible debentures (2015)|-|164.13| Pre-acquisition interest - - - - - 12.29 Total - - - - 747.47 733.87 Unconsolidated Financial Statements 195 # Annual Report 2014-15 # Notes forming part of the Financial Statements # 17) INVENTORIES Inventories consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Raw materials, sub-assemblies and components|10.07|7.23| |(b) Finished goods and Work-in-progress|0.46|0.61| |(c) Goods-in-transit (raw materials)|1.81|0.73| |Total|12.34|8.57| Inventories are carried at the lower of cost and net realisable value. # 18) UNBILLED REVENUE Unbilled revenue as at March 31, 2015 amounting to 2439.36 crores (March 31, 2014: 2626.08 crores) primarily includes revenue recognised in relation to efforts incurred on turnkey contracts priced on a fixed time, fixed price basis."
+"# 19) TRADE RECEIVABLES Trade receivables (Unsecured) consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Over six months from the date they were due for payment| | | |(i) Considered good|1825.69|1658.48| |(ii) Considered doubtful|322.17|224.68| |(b) Others| | | |(i) Considered good|15211.07|12813.41| |(ii) Considered doubtful|22.93|-| |Total|17381.86|14696.57| |Less: Provision for doubtful receivables|(345.10)|(224.68)| |Net Total|17036.76|14471.89| # 20) CASH AND BANK BALANCES Cash and bank balances consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Cash and cash equivalents| | | |(i) Balances with banks| | | |In current accounts|303.90|264.69| |In deposit accounts with original maturity less than three months|77.64|141.85| |(ii) Cheques on hand|46.49|14.81| |(iii) Cash on hand|0.50|1.00| |(iv) Remittances in transit|1.25|16.02| |Total Cash and Cash Equivalents|429.78|438.37| |(b) Other bank balances| | | |(i) Earmarked balances with banks|69.97|14.99| |(ii) Short-term bank deposits|16002.75|12112.90| |Total Other Bank Balances|16502.50|12566.26| # Notes forming part of the Financial Statements # 21) SHORT-TERM LOANS AND ADVANCES Short-term loans and advances (Unsecured) consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Considered good| | | |(i) Loans and advances to employees|272.59|260.20| |(ii) Loans and advances to related parties|12.32|348.71| |(iii) Security deposits|104.17|63.07| |(iv) Indirect tax recoverable|157.82|183.88| |(v) Inter-corporate deposits|1063.00|1500.00| |(vi) Prepaid expenses|1143.00|888.62| |(vii) Advance to suppliers|59.76|56.40| |(viii) Fair value of foreign exchange forward and currency option contracts|365.38|346.34| |(ix) Other amounts recoverable in cash or kind or for value to be received|174.14|40.90| |(b) Considered doubtful| | | |(i) Loans and advances to employees|49.13|42.28| |(ii) Security deposits|2.60|3.11| |(iii) Indirect tax recoverable|1.74|-| |(iv) Advance to suppliers|2.89|3.89| |(v) Other amounts recoverable in cash or kind or for value to be received|2.00|2.96| |Less : Provision for doubtful loans and advances|(58.36)|(52.24)| |Total|3352.18|3688.12| Loans and advances to related parties, considered good, comprise: |TCS FNS Pty Limited|5.10|39.46| |---|---|---| |Tata Consultancy Services Asia Pacific Pte Ltd.|-|1.02| |CMC Limited|0.73|0.68| |CMC America Inc.|-|0.01| |Tata Consultancy Services (Africa) (Pty) Limited|0.55|-| |TCS e-Serve International Limited|0.40|-| |C-Edge Technologies Limited|5.49|7.48| |Tata America International Corporation|0.03|-| |APOnline Limited|0.01|-| |Tata Realty and Infrastructure Limited|-|50.00| |Tata AIG General Insurance Company Limited|0.01|0.02| |Tata Housing Development Company Limited|-|50.00| |Tata Capital Financial Services Limited|-|200.00| |Infiniti Retail Limited|-|0.04| # 22) OTHER CURRENT ASSETS Other current assets consist of the following: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |(a) Interest receivable|339.53|715.61| |(b) Dividend receivable|-|19.25| |(c) Discount on bonds and debentures receivable on maturity|-|5.16| |Total|339.53|740.02| # Annual Report 2014-15 # Notes forming part of the Financial Statements # 23) REVENUE FROM OPERATIONS Revenue from operations consist of revenue from: | |(` crores)|2015|2014| |---|---|---|---| |(a) Information technology and consultancy services| |72160.74|63332.83| |(b) Sale of equipment and software licenses| |1417.32|1340.10| | |Total|73578.06|64672.93| # 24) OTHER INCOME (NET) Other income (net) consist of the following: | |(` crores)|2015|2014| |---|---|---|---| |(a) Interest income| |1554.93|1280.07| |(b) Dividend income| |1335.13|1610.95| |(c) Profit on redemption of mutual funds and sale of other investments (net)| |225.99|162.77| |(d) Rent| |2.85|4.70| |(e) Profit on sale of fixed assets (net)| |2.94|2.01| |(f) Exchange gain (net)| |1278.63|5.00| |(g) Miscellaneous income| |66.26|49.21| | |Total|4466.73|3114.71| Interest income comprise: - Interest on bank deposits: 1165.11 (676.84) - Interest on inter-corporate deposits: 264.14 (330.50) - Interest on long-term bonds and debentures: 120.32 (254.05) - Interest on loan given to subsidiary: 1.12 (2.48) - Others: 4.24 (16.20) Dividend income comprise: - Dividends from subsidiaries (non-current trade investments): 1334.65 (1610.60) - Dividends from mutual funds (current investments): 0.48 (0.35) Profit on redemption of mutual funds and sale of other investments (net) comprise: - From non-current investments (net): 24.78 (0.36) - From current investments (net): 201.21 (162.41) Exchange gain (net) include: - Gain / (Loss) on foreign exchange forward and currency option contracts which have been designated as Cash Flow Hedges."
+"(Refer Note 39) # 25) EMPLOYEE BENEFIT EXPENSE Employee benefit expense consist of the following: | |(` crores)|2015|2014| |---|---|---|---| |(a) Salaries and incentives (Refer Note 50)| |24441.85|19039.28| |(b) Contributions: (Refer Note 30)| | | | |(i) Provident fund| |571.65|514.91| |(ii) Superannuation scheme| |163.47|136.29| |(iii) Gratuity fund| |301.42|130.02| |(iv) Social security and other plans for overseas employees| |501.25|382.66| |(c) Staff welfare expenses| |1388.68|1263.40| | |Total|27368.32|21466.56| # 198 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 26) OPERATION AND OTHER EXPENSES Operation and other expenses consist of the following: | |2015|2014| |---|---|---| |(a) Overseas business expenses|11817.63|10149.37| |(b) Services rendered by business associates and others|5046.61|4398.42| |(c) Software, hardware and material costs|2932.16|2442.64| |(d) Communication expenses|641.50|529.48| |(e) Travelling and conveyance expenses|812.94|671.40| |(f) Rent|1072.70|1044.05| |(g) Legal and professional fees|333.54|277.84| |(h) Repairs and maintenance|491.18|404.36| |(i) Electricity expenses|493.36|463.25| |(j) Bad debts written off (net)|5.69|2.37| |(k) Provision for doubtful receivables (net)|124.56|68.26| |(l) Advances written off / (recovered) (net)|19.50|(0.12)| |(m) Provision for doubtful advances (net)|(13.10)|8.78| |(n) Recruitment and training expenses|235.10|205.06| |(o) Diminution in value of long-term investments|2.50|-| |(p) Printing and stationery|39.75|40.91| |(q) Insurance|22.33|22.32| |(r) Rates and taxes|95.59|79.05| |(s) Entertainment|44.97|40.04| |(t) Other expenses (Refer Note 36)|963.03|825.17| |Total|25181.54|21672.65| (i) Overseas business expenses comprise: | |2015|2014| |---|---|---| |Travel expenses|930.73|833.09| |Employee allowances|10886.90|9316.28| (ii) Repairs and maintenance comprise: | |2015|2014| |---|---|---| |Buildings|227.72|207.17| |Office and computer equipment|263.46|197.19| (iii) Software, hardware and material costs include: | |2015|2014| |---|---|---| |Material costs| | | |(a) Raw materials, sub-assemblies and components consumed|64.62|39.77| |(b) Opening stock:|0.61|0.54| |(c) Less: Closing stock:|0.46|0.61| | |0.15|(0.07)| | |64.77|39.70| (iv) Other expenses include: | |2015|2014| |---|---|---| |(a) Stores and spare parts consumed|0.06|0.02| |(b) Donation to Electoral Trust|1.49|-| # 27) FINANCE COSTS Finance costs consist of the following: | |2015|2014| |---|---|---| |Interest expense|79.57|23.41| |Total|79.57|23.41| # Annual Report 2014-15 # Notes forming part of the Financial Statements # 28) Current tax includes additional provision (net) of ` 61.33 crores (March 31, 2014 : additional provision (net) ` 467.62 crores) in domestic and certain overseas jurisdictions relating to earlier years. The impact of MAT entitlement of earlier period is ` 8.83 crores (March 31, 2014 : ` 451.92 crores). # 29) AMALGAMATION OF COMPANIES # WTI Advanced Technology Limited # a) Nature of business WTI Advanced Technology Limited is engaged in the business of Information Technology (IT) and Information Technology Engineering Services (ITES). The Company holds 100.00% of the voting power of WTI Advanced Technology Limited. # b) WTI Advanced Technology Limited has been amalgamated with the Company with effect from April 1, 2014 (""the appointed date"") in terms of the scheme of amalgamation (Scheme) sanctioned by the High Court of Judicature at Bombay vide their Order dated March 27, 2015. Pursuant thereto all assets, unbilled revenue, debts, outstandings, credits, liabilities, benefits under income tax, service tax, excise, value added tax, sales tax (including deferment of sales tax), benefits for and under Software Technology Parks of India (STPI), duties and obligations of WTI Advanced Technology Limited, have been transferred to and vested in the Company retrospectively with effect from April 1, 2014. Since WTI Advanced Technology Limited, amalgamated as aforesaid, was wholly owned by the Company, no shares were exchanged to effect the amalgamation. # c) The amalgamation has been accounted for under the 'pooling of interests' method as prescribed by Accounting Standard 14 specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Accordingly, the assets, liabilities and reserves of WTI Advanced Technology Limited as at April 1, 2014 have been taken over at their book values and in the same form. The difference between the amounts recorded as investments of the Company and the amount of Share Capital of WTI Advanced Technology Limited has been adjusted in the General Reserve."
+"Accordingly, the amalgamation has resulted in transfer of assets, liabilities and reserves in accordance with the terms of the Scheme at the following summarised values: |Particulars|Amalgamation of WTI Advanced Technology Limited| |---|---| |Appointed date of amalgamation|April 1, 2014| |Assets| | |Fixed Assets (Net)|1.27| |Trade receivables|18.26| |Cash and bank balances|41.59| |Investments|7.75| |Loans and advances and other assets|9.83| |Less: Liabilities| | |Trade payables, other liabilities and provisions|1.86| |Total net assets acquired|76.84| |Less:| | |Adjustment for cancellation of Company's investment in WTI Advanced Technology Limited|38.52| |Less: Transfer of Capital subsidy reserve of WTI Advanced Technology Limited|0.34| |Less: Transfer of Capital redemption reserve of WTI Advanced Technology Limited|0.40| |Less: Transfer of balances of Surplus in Statement of Profit and Loss account of WTI Advanced Technology Limited|71.78| |Balance transferred to general reserve as at appointed date|(34.20)| # Unconsolidated Financial Statements # 30) EMPLOYEE RETIREMENT BENEFITS # (a) Defined contribution plans The Company makes Provident fund, Superannuation fund and foreign defined contribution fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. In respect of Provident fund contributions to trust set up for this purpose, the Company is generally liable for annual contribution and any deficiency in interest cost compared to interest computed based on the rate of interest declared by the Central Government under the Employees' Provident Fund Scheme, 1952. In addition to such contributions, the Company also recognises potential deficiency in interest, if any, computed as per actuarial valuation of interest as an expense in the year it is determined. As of March 31, 2015, the fair value of the assets of the fund and the accumulated members' corpus is ` 7939.41 crores and ` 7419.41 crores respectively. In accordance with an actuarial valuation, there is no deficiency in the interest cost as the present value of the expected future earnings on the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of 8.75%. The actuarial assumptions include discount rate of 8.00% and an average expected future period of 7.35 years. The Company recognised ` 571.65 crores (March 31, 2014: ` 514.91 crores) for provident fund contributions and File: AR_TCS_2014_2015.md ` 163.47 crores (March 31, 2014: ` 136.29 crores) for superannuation contributions in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company has contributed ` 267.63 crores (March 31, 2014: ` 177.75 crores) towards foreign defined contribution plans. # (b) Defined benefit plans The Company makes annual contributions to the Employees' Group Gratuity-cum-Life Assurance Scheme, a funded defined benefit plan for eligible employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary for service less than 15 years, three-fourth month's salary for service of 15 years to 19 years and one month salary for service of 20 years and more, payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date."
+"| |As at March 31, 2015|As at March 31, 2014| |---|---|---| |i) Change in benefit obligations:| | | |Projected benefit obligation, beginning of the year|987.22|830.16| |Service cost|163.69|151.72| |Interest cost|95.87|68.46| |Liabilities transferred on amalgamation|0.47|21.58| |Actuarial loss / (gain)|131.41|(21.14)| |Benefits paid|(114.54)|(67.48)| |Past service cost|0.20|3.92| |Projected benefit obligation, end of the year|1264.32|987.22| | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |ii) Change in plan assets:| | | |Fair value of plan assets, beginning of the year|849.52|593.50| |Expected return on plan assets|83.79|51.04| |Employers' contributions|616.53|227.88| |Assets transferred on amalgamation|0.65|22.68| |Benefits paid|(114.54)|(67.48)| |Actuarial gain|5.96|21.90| |Fair value of plan assets, end of the year|1441.91|849.52| |Excess / (deficit) of plan assets over obligations|177.59|(137.70)| |Accrued asset / (liability)|177.59|(137.70)| # Annual Report 2014-15 # Notes forming part of the Financial Statements # 30) EMPLOYEE RETIREMENT BENEFITS (contd.) | |2015|2014| |---|---|---| |iii) Net gratuity cost:| | | |Service cost|163.69|151.72| |Interest on defined benefit obligation|95.87|68.46| |Expected return on plan assets|(83.79)|(51.04)| |Net Actuarial losses / (gains) recognised in the year|125.45|(43.04)| |Past service cost|0.20|3.92| |Net gratuity cost|301.42|130.02| |Actual return on plan assets|89.75|72.94| # iv) Category of assets: | |As at March 31, 2015|As at March 31, 2014| |---|---|---| |Corporate Bonds|174.55|-| |Insurer managed funds|737.67|849.49| |Government Securities|265.55|-| |Bank balance|217.33|-| |Others|46.81|0.04| |Total|1441.91|849.53| # v) Assumptions used in accounting for gratuity plan: | |%|%| |---|---|---| |Discount rate|8.00|9.00| |Salary escalation rate|6.00|6.00| |Expected rate of return on plan assets|8.00|9.00| The estimate of future salary increase considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risk of asset management, historical results of the return on plan assets and the Company's policy for plan asset management. | |2015|2014|2013|2012|2011| |---|---|---|---|---|---| |Experience adjustment| | | | | | |On plan liabilities loss / (gain)|32.06|(56.09)|(18.10)|43.75|35.00| |On plan assets gain|5.96|21.90|4.00|6.63|5.67| |Present value of benefit obligation|1264.32|987.22|830.16|679.25|552.80| |Fair value of plan assets|1441.91|849.52|593.50|542.04|494.42| |Excess / (deficit) of plan assets over obligations|177.59|(137.70)|(236.66)|(137.21)|(58.38)| The expected contribution is based on the same assumptions used to measure the Company's gratuity obligations as at March 31, 2015. The Company is expected to contribute ` 8.49 crores for the year ended March 31, 2016. # Unconsolidated Financial Statements # 31) SEGMENT REPORTING The Company has identified business segments (industry practice) as its primary segment and geographic segments as its secondary segment. Business segments comprise banking, finance and insurance services, manufacturing, retail and consumer packaged goods, telecom, media and entertainment and others such as energy, resources and utilities, Hi-tech, life science and healthcare, s-Governance, travel, transportation and hospitality, products, etc. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to specific segment have been allocated on the basis of associated revenue of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably among segments are not allocated to primary and secondary segments. Geographical revenue is allocated based on the location of the customer. Geographic segments of the Company are Americas (including Canada and South American countries), Europe, India and Others."
+"|Particulars|Business Segments|Business Segments|Business Segments|Business Segments|Business Segments| | | | | | |---|---|---|---|---|---|---| | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |Year ended March 31, 2015|28871.39|6514.53|10876.56|9217.83|18097.75|73578.06| | |26574.48|5675.56|9705.09|8070.53|14647.27|64672.93| |Segment result|8801.09|1821.43|2863.46|2490.17|5054.55|21030.70| | |9708.21|1798.36|3258.34|2440.33|4328.48|21533.72| |Unallocable expenses (net)| | | | |1475.84| | | | | | | |1103.96| | |Operating income| | | | |19554.86| | | | | | | |20429.76| | |Other income (net)| | | | |4466.73| | | | | | | |3114.71| | |Profit before Exceptional item and tax| | | | |24021.59| | | | | | | |23544.47| | |Exceptional item| | | | |528.38| | | | |-| | | | | |Profit before tax| | | | |24549.97| | | | | | | |23544.47| | |Tax expense| | | | |5293.01| | | | | | | |5069.55| | |Profit for the year| | | | |19256.96| | | | | | | |18474.92| | # Annual Report 2014-15 # Notes forming part of the Financial Statements # 31) SEGMENT REPORTING (contd.) |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |---|---|---|---|---|---|---|---| |As at March 31, 2015|Segment assets|6164.34|1809.16|2620.90|2947.68|6509.17|20051.25| | | |5534.01|1518.29|2366.27|2729.88|5653.86|17802.31| | |Unallocable assets| | | | |43014.05| | | | | | | | |39801.88| | | |Total assets| | | | |63065.30| | | | | | | | |57604.19| | | |Segment liabilities|1774.71|290.22|472.25|490.29|1049.27|4076.74| | | |774.45|135.37|114.71|145.11|505.71|1675.35| | |Unallocable liabilities| | | | |13572.12| | | | | | | | |11876.96| | | |Total liabilities| | | | |17648.86| | | | | | | | |13552.31| | |Year ended March 31, 2015|Other Information| | | | | | | | |Capital Expenditure (unallocable)| | | | |2599.67| | | | | | | | |3594.50| | | |Depreciation and amortisation (unallocable)| | | | |865.39| | | | | | | | |1080.55| | | |Other significant non cash expense (allocable)|19.34|6.46|47.08|1.08|62.69|136.65| | | |9.67|2.90|1.96|27.12|37.64|79.29| | |Other significant non cash expense (net) (unallocable)| | | | |2.50| | | | | |-| | | | | # The following geographic segments individually contribute 10 percent or more of the Company's revenue and segment assets: |Geographic segments|Revenue for the year ended March 31, 2015|Segment assets as at March 31, 2015| |---|---|---| |Americas|41969.70|9331.78| | |37315.21|7210.97| |Europe|19965.38|5931.83| | |17159.39|5856.30| |India|4875.99|4202.63| | |4420.91|4062.84| Previous years' figures are in italics. # Unconsolidated Financial Statements # 32) RELATED PARTY DISCLOSURES # A) Related parties and their relationship # I) Holding Company Tata Sons Limited # II)(A) Subsidiaries (Direct holding) 1. CMC Limited 2. Tata Consultancy Services Sverige AB 3. Tata Consultancy Services Asia Pacific Pte Ltd. 4. TCS Iberoamerica SA 5. Tata Consultancy Services Netherlands BV # II)(B) Subsidiaries (Indirect holding) 1. CMC Americas Inc. 2. CMC eBiz Inc. 3. Tata Consultancy Services Japan Ltd. (merged with IT Frontier Corporation (a subsidiary of Mitsubishi Corporation) w.e.f 01.07.2014) 4. Tata Consultancy Services Malaysia Sdn Bhd 5. Tata Consultancy Services (China) Co., Ltd. 6. PT Tata Consultancy Services Indonesia 7. Tata Consultancy Services (Thailand) Limited 8. Tata Consultancy Services (Philippines) Inc. 9. Nippon TCS Solution Center Limited (merged with Tata Consultancy Services Japan Ltd. w.e.f 01.07.2014) 10. Tata Information Technology (Shanghai) Co. Limited (Amalgamated with Tata Consultancy services (China) Co., Ltd. w.e.f. 05.11.2013) 11. Tata Consultancy Services Japan, Ltd. (new entity formed w.e.f 1.07.2014 pursuant to the merger of Tata Consultancy Services Japan Ltd. and IT Frontier Corporation) 12. TCS Solution Center S.A. 13. Tata Consultancy Services Argentina S.A. 14. Tata Consultancy Services De Mexico S.A., De C.V. 15. TCS Inversiones Chile Limitada 16. Tata Consultancy Services Do Brasil Ltda 17. Tata Consultancy Services Chile S.A. 18. TATASOLUTION CENTER S.A. 19. TCS Uruguay S.A. 20. MGDC S.C. 21. Tata Consultancy Services Luxembourg S.A. 22. Tata Consultancy Services Switzerland Ltd. 23. Tata Consultancy Services France S.A.S. 24. TCS Italia SRL 25. Tata Consultancy Services Osterreich GmbH 26. Tata Consultancy Services Danmark ApS 27. Tata Consultancy Services De Espana S.A. 28. Tata Consultancy Services Portugal Unipessoal Limitada 29. Alti S.A. 30. Planaxis Technologies Inc. 31. Alti HR S.A.S. 32. Alti Infrastructures Systemes & Reseaux S.A.S. 33. Alti NV 34. Tescom (France) Software Systems Testing S.A.R.L. 35. Alti Switzerland S.A. 36. Teamlink Unconsolidated Financial Statements 205 # Annual Report 2014-15 # Notes forming part of the Financial Statements # 32) RELATED PARTY DISCLOSURES (contd.) # A) Related parties and their relationship (contd.) # II)(A) Subsidiaries (Direct holding) 1. TCS FNS Pty Limited 2. APOnline Limited 3. Tata America International Corporation 4."
+"Tata Consultancy Services Belgium S.A. 5. Tata Consultancy Services Deutschland GmbH 6. Tata Consultancy Services Canada Inc. 7. Diligenta Limited 8. WTI Advanced Technology Limited - (Amalgamated with Tata Consultancy Services Limited pursuant to the order dated 27.03.2015 of the Hon'ble High Court of Judicature at Bombay. Effective Date: 01.04.2015. Appointed Date: 01.04.2014) 9. C-Edge Technologies Limited 10. MP Online Limited 11. Tata Consultancy Services Morocco SARL AU - (liquidated w.e.f. 30.05.2014 vide court order dated 07.08.2014) 12. Tata Consultancy Services (Africa)(PTY) Ltd. 13. TCS e-Serve International Limited 14. MahaOnline Limited 15. Tata Consultancy Services Qatar S.S.C. 16. Computational Research Laboratories Inc. - (liquidated w.e.f. 18.02.2015) 17. TCS Foundation - (entity incorporated on 13.03.2015 under Section 8 of the Companies Act, 2013) # III) Fellow Subsidiaries with whom the Company has transactions - Infiniti Retail Limited - Panatone Finvest Limited - Tata AIG General Insurance Company Limited - Tata AIA Life Insurance Company Limited - Tata Investment Corporation Limited - Tata Limited - Tata Asset Management Limited - Tata Business Support Services Limited - Tata Capital Limited # II)(B) Subsidiaries (Indirect holding) 1. TCS Financial Solutions Australia Holdings Pty Limited 2. TCS Financial Solutions Australia Pty Limited 3. PT Financial Network Services 4. TCS Management Pty Ltd. - (Liquidated w.e.f. 23.03.2015) 5. TCS Financial Solutions Beijing Co., Ltd. 6. MS CJV Investments Corporation 7. Diligenta 2 Limited 8. Tata Consultancy Services (South Africa) (PTY) Ltd. 9. TCS e-Serve America, Inc. # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 32) RELATED PARTY DISCLOSURES (contd.) # A) Related parties and their relationship (contd.) - Tata Housing Development Company Limited - Tata Consulting Engineers Limited - Tata Sky Limited - Tata Realty and Infrastructure Limited - e-Nxt Financials Limited - Tata Industries Limited - Tata International Limited - Tata Autocomp Systems Limited - Drive India Enterprise Solutions Limited - Tata Advanced Systems Limited - Tata Lockheed Martin Aerostructures Limited (formerly Tata Aerostructures Limited) - Tata Capital Housing Finance Limited - TC Travel and Services Limited - Tata Securities Limited - Tata Capital Forex Limited - Tata Capital Financial Services Limited - Tata Interactive Systems GmbH - TATA Africa Holdings (Kenya) Limited - Tata Zambia Limited - Tata Sikorsky Aerospace Limited (formerly Tara Aerospace Systems Limited) - Tata Cleantech Capital Limited - Tata Interactive Systems AG - Tata Industrial Services Limited - Tata Uganda Limited - Tata SIA Airlines Limited - Tata Africa Holdings (SA) (Proprietary) Limited - TRIL Infopark Limited (ceased to be an associate and is a subsidiary w.e.f. 23.03.2015) - Tata Africa Services (Nigeria) Limited # IV) Key Management Personnel - Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director - Mr. Rajesh Gopinathan, Chief Financial Officer - Ms. Aarthi Subramanian, Executive Director (w.e.f."
+"12.03.2015) Unconsolidated Financial Statements 207 # Annual Report 2014-15 # Notes forming part of the Financial Statements # 32) RELATED PARTY DISCLOSURES (contd.) # B) Transactions with related parties for the year ended March 31, 2015 | |Holding Company|Subsidiaries|Fellow Subsidiaries|Management Key Personnel and their relatives|Total| |---|---|---|---|---|---| |Brand equity contribution|75.00|-|-|-|75.00| | |76.22|-|-|-|76.22| |Purchase of fixed assets|-|1.20|66.19|-|67.39| | |-|6.93|40.32|-|47.25| |Loans and advances given|-|14.40|-|-|14.40| | |-|13.59|0.06|-|13.65| |Loans and advances repaid|-|40.33|0.05|-|40.38| | |-|17.40|-|-|17.40| |Inter-corporate deposits placed|-|-|-|-|-| | |-|330.00|-|-|330.00| |Inter-corporate deposits matured|-|-|380.00|-|380.00| | |-|-|-|-|-| |Purchase of investments|-|-|6917.57|-|6917.57| | |-|-|25.00|-|25.00| |Redemption of investments|29.43|253.36|6284.56|-|6567.35| | |348.33|2.80|-|-|351.13| |Revenue (including reimbursements)|2.37|45575.72|231.68|-|45809.77| | |1.39|40015.45|186.48|-|40203.32| |Interest income|49.61|1.31|29.40|-|80.32| | |126.09|6.62|54.80|-|187.51| |Dividend income|-|1334.65|-|-|1334.65| | |-|1610.60|-|-|1610.60| |Rent income|-|2.50|-|-|2.50| | |-|4.70|-|-|4.70| |Other income|-|35.91|-|-|35.91| | |-|42.10|-|-|42.10| |Purchase of goods, services and facilities|0.64|3045.17|266.62|-|3312.43| |(including reimbursement)|0.91|2315.50|261.65|-|2578.06| |Rent expense|0.98|89.02|1.69|-|91.69| | |0.81|62.67|1.68|-|65.16| |Provision / (Write back of provision) for|0.02|(19.72)|0.40|-|(19.30)| |doubtful receivables, advances|0.02|0.43|0.37|-|0.82| |Bad debts written off|-|0.34|-|-|0.34| | |-|-|-|-|-| |Advances written off|-|19.37|-|-|19.37| | |-|-|-|-|-| |Dividend paid on equity shares|10825.89|-|12.78|0.66|10839.33| | |3608.63|-|4.26|0.22|3613.11| |Dividend paid on redeemable preference|28.68|-|-|-|28.68| |shares|19.00|-|-|-|19.00| |Guarantees given|-|0.25|-|-|0.25| | |-|493.51|-|-|493.51| |Remuneration|-|-|-|23.50|23.50| | |-|-|-|20.05|20.05| |Repayment of preference share capital|-|-|-|-|-| | |100.00|-|-|-|100.00| # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 32) RELATED PARTY DISCLOSURES (contd.) # C) Balances with related parties as at March 31, 2015 | |Holding Company|Subsidiaries|Fellow Subsidiaries|Key Management Personnel and their relatives|Total| |---|---|---|---|---|---| |Trade receivables, Unbilled revenue, Loans and advances, Other assets (net)|3.77|10016.37|109.89|-|10130.03| |Trade payables, Income received in advance, Advances from customers, Other liabilities|68.67|1509.14|35.60|-|1613.41| |Guarantees|-|3310.95|-|-|3310.95| |Investment in debentures / mutual funds / bonds|-|-|595.00|-|595.00| | |1091.32|-|291.98|-|1383.30| Previous years' figures are in italics # D) Disclosure of material transactions with related parties | |2015|2014| |---|---|---| |Purchase of fixed assets| | | |CMC Limited|1.20|6.81| |Tata Consulting Engineers Limited|18.66|16.71| |Tata Realty and Infrastructure Limited|46.68|23.35| |Loans and advances given during the year| | | |TCS Financial Solutions Australia Pty Limited|0.94|4.16| |C-Edge Technologies Limited|-|7.48| |CMC Limited|12.46|0.93| |Loans and advances repaid during the year| | | |CMC Limited|-|4.07| |TCS Financial Solutions Australia Pty Limited|37.31|11.54| |Inter-corporate deposits placed| | | |Tata Housing Development Company Limited|-|50.00| |Tata Capital Financial Services Limited|-|280.00| |Inter-corporate deposits matured| | | |Tata Realty and Infrastructure Limited|50.00|-| |Tata Housing Development Company Limited|50.00|-| |Tata Capital Financial Services Limited|280.00|-| |Purchase of investments| | | |Tata Capital Housing Finance Limited|-|25.00| |Tata Asset Management Limited|6856.74|-| |Redemption / sale of investments| | | |Tata Sons Limited|29.43|348.33| |Tata Asset Management Limited|6284.56|-| |Revenue (including reimbursements)| | | |Tata America International Corporation|36962.35|32678.88| |Interest income| | | |Tata Sons Limited|49.61|126.09| |Panatone Finvest Limited|8.85|19.00| |Tata Capital Financial Services Limited|13.75|16.24| |Dividend income| | | |Tata America International Corporation|766.17|1275.02| |Tata Consultancy Services Canada Inc.|193.37|303.30| |TCS e-Serve International Limited|202.00|-| # Annual Report 2014-15 # Notes forming part of the Financial Statements # 32) RELATED PARTY DISCLOSURES (contd.) # D) Disclosure of material transactions with related parties (contd.) | |2015|2014| |---|---|---| |Rent income| | | |C-Edge Technologies Limited|-|1.62| |TCS e-Serve International Limited|2.19|2.66| |Other income| | | |Diligenta Limited|25.07|30.90| |TCS e-Serve International Limited|6.34|6.28| |Purchase of goods, services and facilities (including reimbursement)| | | |CMC Americas Inc.|1110.19|941.22| |Tata America International Corporation|578.86|392.98| |Rent expense| | | |CMC Limited|69.44|45.72| |Diligenta Limited|17.23|16.95| |Provision / (Write back of provision) for doubtful receivables, advances| | | |Tata Consultancy Services Morocco SARL AU (liquidated w.e.f. May 30, 2014 vide court order dated Aug 7, 2014)|(19.37)|-| |Tata Consultancy Services (Thailand) Limited|(0.33)|0.33| |Tata Sky Limited|0.32|(0.49)| |Tata Realty and Infrastructure Limited|-|0.44| |Drive India Enterprise Solutions Limited|(0.28)|0.28| |Bad debts written off| | | |Tata Consultancy Services (Thailand) Limited|0.33|-| |Advances written off| | | |Tata Consultancy Services Morocco SARL AU (liquidated w.e.f. May 30, 2014 vide court order dated Aug 7, 2014)|19.37|-| |Dividend paid on equity shares| | | |Tata Sons Limited|10825.89|3608.63| |Guarantees given during the year| | | |Tata America International Corporation|-|70.28| |Tata Consultancy Services Netherlands BV|-|245.78| |TCS Financial Solutions Beijing Co., Ltd. (formerly Financial Network Services (Beijing) Co., Ltd.)|-|149.04| |Tata Consultancy Services Asia Pacific Pte Ltd.|0.25|0.72| |Remuneration to Key Management Personnel| | | |Mr."
+"N.Chandrasekaran|21.28|18.68| # E) Disclosure of material balances with related parties | |As at March 31, 2015|As at March 31, 2014| | |---|---|---|---| |Trade receivables, unbilled revenue, loans and advances and other assets (net)|Tata America International Corporation|7266.20|5625.53| |Trade payables, income received in advance, advances from customers, other liabilities|Tata America International Corporation|629.20|474.78| | |CMC Americas Inc.|274.79|156.63| |Guarantees outstanding|Diligenta Limited|2694.55|3167.02| |Investment in debentures/mutual funds/bonds|Tata Sons Limited|-|1091.32| | |Panatone Finvest Limited|-|200.00| | |Tata Asset Management Limited|595.00|-| # Notes forming part of the Financial Statements # 33) OBLIGATIONS TOWARDS OPERATING LEASES |Particulars|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Non-cancellable operating lease obligation| | | |Not later than one year|511.72|528.77| |Later than one year but not later than five years|1590.64|1325.51| |Later than five years|1474.45|1214.37| |Total|3576.81|3068.65| Rent expense of ` 550.93 crores ( Previous year: ` 507.83 crores ) in respect of obligation under non-cancellable operating leases and ` 521.77 crores ( Previous year: ` 536.22 crores) in respect of cancellable operating leases have been charged to the statement of profit and loss. # 34) OBLIGATIONS TOWARDS FINANCE LEASES |Particulars|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Assets acquired under finance lease| | | |(i) Minimum lease payments:| | | |Not later than one year|33.08|38.24| |Later than one year but not later than five years|59.27|83.39| |Later than five years|44.35|55.80| |Total|136.70|177.43| |(ii) Present value of minimum lease payments:| | | |Not later than one year|22.11|25.32| |Later than one year but not later than five years|30.92|49.67| |Later than five years|33.21|38.97| |Total|86.24|113.96| |Add : Future finance charges|50.46|63.47| |Total|136.70|177.43| # 35) EARNINGS PER EQUITY SHARE |Particulars|2015|2014| |---|---|---| |Profit for the year|19256.96|18474.92| |Less : Dividend on preference shares (including dividend tax)|-|33.65| |Amount available for equity shareholders|19256.96|18441.27| |Weighted average number of equity shares|195,87,27,979|195,87,27,979| |Earning per share basic and diluted (`)|98.31|94.15| |Face value per equity share (`)|1.00|1.00| Unconsolidated Financial Statements # Annual Report 2014-15 # Notes forming part of the Financial Statements # 36) AUDITOR'S REMUNERATION |Particulars|2015|2014| |---|---|---| |Services as statutory auditors (including quarterly audits)|3.75|3.75| |Audit of financial statements as per IFRS|2.50|2.50| |Tax audit|0.53|0.53| |Services for tax matters|0.70|-| |SSAE 16 and other certifications|1.47|1.45| |Reimbursement of out-of-pocket expenses|0.16|0.13| |Service tax|1.13|1.03| Service tax credit has been / will be availed. In addition to the above, fees amounting to ` 1.97 crores (Previous year: ` 2.24 crores) for attest and other professional services rendered have been paid to firms of Chartered Accountants in which some of the partners are also partners in the firm of statutory auditors. # 37) CONTINGENT LIABILITIES |Particulars|As at March 31, 2015|As at March 31, 2014| |---|---|---| |Claims against the Company not acknowledged as debt|40.72|29.57| |Income tax demands (See (a) below)|3901.82|3890.20| |Indirect tax demands (See (b) below)|61.01|63.27| |Guarantees given by the Company on behalf of subsidiaries (See (c) and (d) below)|3310.95|4082.31| a) In respect of income tax demands of ` 318.20 crores (March 31, 2014: ` 318.20 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. b) In respect of indirect tax demands of ` 8.53 crores (March 31, 2014: ` 8.53 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. c) The Company has provided guarantees aggregating ` 2694.55 crores (GBP 291.30 million) (March 31, 2014: ` 3167.02 crores) (GBP 317.20 million) to third parties on behalf of its subsidiary Diligenta Limited. The Company does not expect any outflow of resources in respect of the above. d) The Company has provided guarantees aggregating ` 87.42 crores (USD 13.97 million) (March 31, 2014: ` 83.91 crores) (USD 13.97 million) to third parties on behalf of its subsidiary Tata America International Corporation. The Company does not expect any outflow of resources in respect of the above. # 38) CAPITAL AND OTHER COMMITMENTS a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) ` 1844.08 crores (March 31, 2014: ` 2811.44 crores). b) The Company has a purchase commitment towards India Innovation Fund for the uncalled amount of balance ` 29618.47 per unit of 1000 units aggregating to ` 2.96 crores (March 31, 2014: ` 3.64 crores). # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 39) DERIVATIVE FINANCIAL INSTRUMENTS The Company, in accordance with its risk management policies and procedures, enters into foreign exchange forward, options and future contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. These contracts are for a period between one day and eight years."
+"The Company has outstanding foreign exchange option contracts, which have been designated as Cash Flow Hedges, as at: | |March 31, 2015|March 31, 2015|March 31, 2015|March 31, 2014|March 31, 2014|March 31, 2014| | | | | |---|---|---|---|---|---|---| |No. of Contracts|Notional amount of contracts|Fair Value (` crores)|No. of Contracts|Notional amount of contracts|Fair Value (` crores)| | |Foreign Currency| |(million)| |(million)| | | |U.S. Dollar|-|-|-|4|410.00|21.36| |Sterling Pound|18|297.00|67.05|6|177.00|18.23| |Euro|9|171.00|87.78|3|120.00|19.87| |Australian dollar|6|97.00|31.15|3|75.00|2.71| The movement in Hedging Reserve for derivatives designated as Cash Flow Hedges is as follows: |Particulars| | |Year ended March 31, 2015| |Year ended March 31, 2014| | | |---|---|---|---|---|---|---|---| | | | |Intrinsic value|Time value|Intrinsic Value| |Time Value| |Balance at the beginning of the year| | |24.88|4.76|55.49| |-| |Transferred on amalgamation| | |-|-|(8.33)|-| | |Changes in the fair value of effective portion of Cash Flow Hedges| | |905.89|(440.18)|(619.65)| |(140.11)| |(Gains) / losses transferred to the statement of profit and loss on occurrence of forecasted hedge transactions| | |(779.35)|434.75|597.37| |144.87| |Balance at the end of the year| | |151.42|(0.67)|24.88| |4.76| Net gain on derivative instruments of ` 150.75 crores recognised in Hedging Reserve as at March 31, 2015, is expected to be transferred to the statement of profit and loss by March 31, 2016. In addition to the above Cash Flow Hedges, the Company has outstanding foreign exchange forward, options and future contracts with notional amount aggregating ` 19949.03 crores (March 31, 2014: ` 15774.90 crores) whose fair value showed a gain of ` 159.65 crores as at March 31, 2015 (March 31, 2014: gain of ` 261.23 crores). Exchange gain of ` 1363.87 crores (March 31, 2014: Exchange loss of ` 66.60 crores) on foreign exchange forward, options and future contracts for the year ended March 31, 2015 have been recognised in the statement of profit and loss. As at March 31, 2015, the Company has net foreign currency exposures that are not hedged by derivative instruments or otherwise amounting to ` 2884.79 crores (March 31, 2014: ` 681.53 crores). # 40) MICRO AND SMALL ENTERPRISES |Particulars|As at March 31, 2015| |As at March 31, 2014| | |---|---|---|---|---| | |Principal|Interest|Principal|Interest| |Amount due to vendor|7.74|0.02|9.79|0.04| |Principal amount paid (includes unpaid) beyond the appointed date|247.61|-|138.71|-| |Interest due and payable for the year|-|0.75|-|0.44| |Interest accrued and remaining unpaid (includes interest disallowable of ` 2.16 crores ( Previous year: ` 1.41 crores))|-|2.16|-|1.41| Dues to Micro and Small enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management. # Annual Report 2014-15 # Notes forming part of the Financial Statements # 41) INCOME IN FOREIGN CURRENCY |Particulars|2015|2014| |---|---|---| |(a) Consultancy services|70211.12|60373.81| |(b) FOB value of exports of equipment and licenses|469.58|261.15| |(c) Interest income|5.41|6.76| |(d) Dividend income|1090.29|1582.38| |(e) Other income (net)|41.92|36.74| # 42) EXPENDITURE IN FOREIGN CURRENCY |Particulars|2015|2014| |---|---|---| |(a) Royalty|1.85|2.57| |(b) Legal and professional fees|189.27|181.32| |(c) Interest|9.27|1.47| |(d) Overseas employee costs|5193.50|3713.91| |(e) Overseas business expenses|11636.80|9670.58| |(f) Services rendered by business associates and others|4682.61|3940.66| |(g) Software, hardware and material cost|1002.32|753.32| |(h) Communication expenses|317.87|239.96| |(i) Travelling and conveyance expenses|258.43|192.01| |(j) Other operating expenses|678.26|882.55| |(k) Foreign taxes|775.38|697.05| # 43) VALUE OF IMPORTS CALCULATED ON CIF BASIS |Particulars|2015|2014| |---|---|---| |Raw materials, sub-assemblies and components|47.37|32.96| |Capital goods|523.21|589.60| |Stores and spare parts|0.03|-| # 44) VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS, SUB-ASSEMBLIES AND COMPONENTS, STORES AND SPARE PARTS CONSUMED |Particulars|( ` crores)|%|( ` crores)|%| | |---|---|---|---|---|---| |Raw materials, sub-assemblies and components|Imported:|46.08|71.31|31.40|78.96| |Indigenous:|18.54|28.69|8.37|21.04| | | |64.62|100.00|39.77|100.00| | |Stores and spare parts|Imported:|0.03|50.00|-|-| |Indigenous:|0.03|50.00|0.02|100.00| | | |0.06|100.00|0.02|100.00| | Consumption figures shown above are after adjusting excess and shortages ascertained on physical count, unserviceable items, etc. # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 45) REMITTANCE IN FOREIGN CURRENCIES FOR DIVIDENDS File: AR_TCS_2014_2015.md The Company has remitted ` Nil (March 31, 2014: ` Nil ) in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders."
+"The particulars of dividends declared and paid to non-resident shareholders for the year ended March 31, 2014 and interim dividends for the year ended March 31, 2015, are as under: |Final dividend for 2012-13 declared in June 2013|10062|31,07,28,113|-|403.95| |---|---|---|---|---| |Interim dividend declared in July 2013|9970|31,38,30,865|-|125.53| |Interim dividend declared in October 2013|10009|31,98,81,202|-|127.95| |Interim dividend declared in January 2014|10276|32,24,19,506|-|128.97| |Final dividend for 2013-14 declared in June 2014|10690|32,47,83,907|649.57|-| |Interim dividend declared in July 2014|10605|32,79,02,995|1475.56|-| |Interim dividend declared in October 2014|11497|32,96,36,378|164.82|-| |Interim dividend declared in January 2015|11970|33,23,64,092|166.18|-| # 46) DISCLOSURE UNDER CLAUSE 32 OF THE LISTING AGREEMENT Amount of loans and advances in nature of loans outstanding from subsidiaries as at March 31, 2015: |Subsidiary Company|Outstanding as at March 31, 2015|Maximum amount outstanding during the year| |---|---|---| |TCS FNS Pty Limited *|6.18|45.53| | |45.32|53.52| |Tata Consultancy Services Morocco SARL AU|-|5.51| | |5.47|7.72| * TCS FNS Pty Limited has made the following investments in its subsidiaries: | |No. of Shares| |---|---| |TCS Financial Solutions Australia Holdings Pty Limited|65,58,424| Previous years' figures are in italics. # 47) Research and development expenditure Research and development expenditure aggregating ` 192.62 crores (Previous year: ` 176.31 crores), including capital expenditure was incurred during the year. # 48) Depreciation Policy Revision The Company has revised its policy of providing depreciation on fixed assets effective April 1, 2014. Depreciation is now provided on a straight line basis for all assets as against the policy of providing on written down value basis on some assets and straight line basis on others. Further the remaining useful life has also been revised wherever appropriate based on an evaluation. The carrying amount as on April 1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charge for the year ended March 31, 2015 is higher by ` 131.16 crores and the effect relating to the period prior to April 1, 2014 is a net credit of ` 528.38 crores (excluding deferred tax of ` 129.62 crores) which has been shown as an 'Exceptional Item' in the statement of profit and loss. # 49) Scheme of Amalgamation At their respective meetings held on October 16, 2014, the Boards of the Company and of its subsidiary, CMC Limited have approved a Scheme of Amalgamation of CMC Limited with the Company. The appointed date for the proposed Scheme is April 1, 2015. The Scheme is subject to sanction of the Hon'ble High Courts and all other statutory approvals as may be required under law. # 50) One-time Bonus During the year, an amount of ` 2326.42 crores has been recognised in the Statement of Profit and Loss in respect of one-time bonus to eligible employees. # 51) Corporate Social Responsibility Expenditure During the year, the Company has incurred an amount of ` 218.42 crores towards Corporate Social Responsibility expenditure. # 52) Previous Years' Figures Previous years' figures have been recast / restated. Unconsolidated Financial Statements # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 # in the prescribed Form AOC-1 relating to subsidiary companies # Annual Report 2014-15 |Sr. No.|Name of the Subsidiary Company|Reporting Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Total Liabilities|Turnover before Taxation|Profit after Provision for Taxation|Profit %|Proposed Dividend|% of Shareholding|Country| | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APOnline Limited|INR|1.000000|1.77|33.59|126.19|90.83|36.00|118.01|38.02|13.10|89%|India| | | |2|MP Online Limited|INR|1.000000|1.00|43.88|72.62|27.74|-|55.02|25.09|8.62|16.47|4.20|89%|India| |3|C-Edge Technologies Limited|INR|1.000000|10.00|91.60|172.04|70.44|1.12|219.22|43.56|15.01|28.55|-|51%|India| |4|MahaOnline Limited|INR|1.000000|2.55|36.42|179.06|140.09|-|280.58|14.08|4.73|9.35|-|74%|India| |5|CMC Limited|INR|1.000000|30.30|1160.76|1592.92|401.86|226.86|1288.46|204.80|7.03|197.77|83.33|51.12%|India| |6|CMC Americas Inc.|USD|62.577500|10.01|143.11|431.70|278.58|-|1525.64|130.79|48.82|81.97|-|100%|U.S.A.| |7|CMC eBiz Inc.|USD|62.577500|0.01|18.82|21.93|3.10|-|4.74|(1.34)|(0.46)|(0.88)|-|100%|U.S.A.| |8|TCS e-Serve International Limited|INR|1.000000|10.00|161.27|208.71|37.44|153.00|88.18|61.21|20.88|40.33|227.00|100%|India| |9|TCS e-Serve America, Inc.|USD|62.577500|1.73|23.96|32.62|6.93|-|42.95|5.15|1.88|3.27|-|100%|U.S.A.| |10|Diligenta Limited|GBP|92.502121|111.00|705.40|1414.97|598.57|409.02|2175.51|234.21|51.22|182.99|-|100%|U.K.| |11|Diligenta 2 Limited|GBP|92.502121|0.01|72.58|107.05|34.46|-|223.45|(8.56)|(1.83)|(6.73)|-|100%|U.K.| |12|Tata Consultancy Services Canada Inc.|CAD|49.115062|34.70|212.99|749.33|501.64|-|2656.14|295.07|76.28|218.79|171.90|100%|Canada| |13|Tata America International Corporation|USD|62.577500|1.25|1462.31|9808.85|8345.29|118.79|43277.65|1163.33|416.25|747.08|782.22|100%|U.S.A.| |14|MS CJV Investments Corporation|USD|62.577500|8.79|-|8.79|-|8.79|-|-|-|-|-|100%|U.S.A.| |15|Tata Consultancy Services Asia Pacific Pte Ltd.|USD|62.577500|27.53|560.96|915.29|326.80|423.20|1895.61|87.37|13.92|73.45|-|100%|Singapore| |16|Tata Consultancy Services (China) Co., Ltd.|CNY|10.092657|203.81|(73.46)|185.15|54.80|-|383.75|(18.11)|-|(18.11)|-|90%|China| |17|Tata Consultancy Services Japan, Ltd.|JPY|0.521067|225.49|432.41|1374.21|716.31|-|2402.49|171.04|75.64|95.40|-|51%|Japan| |18|Tata Consultancy Services Malaysia Sdn Bhd|MYR|16.892293|3.38|73.41|116.66|39.87|0.01|189.06|29.62|7.91|21.71|-|100%|Malaysia| |19|PT Tata Consultancy Services Indonesia|IDR|0.004787|0.48|32.77|46.75|13.50|-|61.64|23.09|6.11|16.98|-|100%|Indonesia| |20|Tata Consultancy Services (Philippines) Inc.|PHP|1.400007|1.20|87.27|203.53|115.06|-|376.04|53.51|1.49|52.02|-|100%|Philippines| |21|Tata Consultancy Services (Thailand) Limited|THB|1.923627|1.54|8.45|16.83|6.84|-|28.74|4.63|1.11|3.52|-|100%|Thailand| |22|Tata Consultancy Services Belgium S.A.|EUR|67.133156|1.27|113.63|392.57|277.67|0.01|717.83|90.00|29.98|60.02|67.13|100%|Belgium| |23|Tata Consultancy Services Deutschland GmbH|EUR|67.133156|1.01|114.41|486.29|370.87|-|1524.60|65.18|20.87|44.31|-|100%|Germany| |24|Tata Consultancy Services Sverige AB|SEK|7.233473|0.07|126.86|593.59|466.66|-|1132.90|90.57|20.01|70.56|52.08|100%|Sweden| |25|Tata Consultancy Services Netherlands BV|EUR|67.133156|443.08|829.73|1465.21|192.40|962.63|1450.72|259.55|64.93|194.62|-|100%|Netherlands| |26|TCS Italia SRL|EUR|67.133156|14.77|(6.30)|78.85|70.38|-|163.29|5.42|3.56|1.86|-|100%|Italy| # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 # in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Reporting Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Total Liabilities|Turnover before Taxation|Profit after Taxation|Profit %|Proposed Dividend|% of Shareholding|Country| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |27|Tata Consultancy Services Luxembourg S.A.|EUR|67.133156|37.59|(23.44)|87.01|72.86|-|126.96|1.61|(0.41)|2.02|-|100%|Capellen (G.D."
+"de Luxembourg)| | |28|Tata Consultancy Services Switzerland Ltd.|CHF|64.234757|9.64|74.06|447.00|363.30|48.18|1149.78|9.10|(7.24)|16.34|-|100%|Switzerland| | |29|Tata Consultancy Services France S.A.S.|EUR|67.133156|2.01|(36.86)|237.97|272.82|-|451.81|(9.34)|2.11|(11.45)|-|100%|France| | |30|Tata Consultancy Services Osterreich GmbH|EUR|67.133156|0.23|2.40|9.22|6.59|-|20.65|1.03|0.26|0.77|-|100%|Austria| | |31|Tata Consultancy Services Danmark ApS|DKK|8.988954|0.90|36.46|46.25|8.89|-|40.68|1.50|0.38|1.12|1.80|100%|Denmark| | |32|Tata Consultancy Services De Espana S.A.|EUR|67.133156|0.40|(93.22)|114.93|207.75|0.04|211.13|(14.50)|-|(14.50)|-|100%|Spain| | |33| |Tata Consultancy Services Portugal Unipessoal Limitada|EUR|67.133156|0.04|(7.43)|14.03|21.42|-|19.50|(4.26)|-|(4.26)|-|100%|Portugal| |34|Alti S.A.|EUR|67.133156|2.46|10.35|571.00|558.19|98.01|700.80|(134.63)|5.68|(140.31)|-|100%|France| | |35|Alti HR S.A.S.|EUR|67.133156|0.25|10.91|22.76|11.60|-|7.16|(0.55)|(0.02)|(0.53)|-|100%|France| | |36| |Tescom (France) Software Systems Testing S.A.R.L.|EUR|67.133156|0.67|(6.21)|17.76|23.30|-|16.64|(2.11)|-|(2.11)|-|100%|France| |37|Alti Switzerland S.A.|CHF|64.234757|0.55|8.55|20.26|11.16|-|50.08|1.30|0.42|0.88|-|100%|Switzerland| | |38|Alti Infrastructures Systemes & Reseaux S.A.|EUR|67.133156|0.34|0.84|21.58|20.40|-|11.72|(2.13)|(0.04)|(2.09)|-|100%|France| | |39|Alti NV|EUR|67.133156|5.50|13.98|37.46|17.98|0.20|81.35|(1.35)|(0.03)|(1.32)|-|100%|Belgium| | |40|Teamlink|EUR|67.133156|0.42|(0.52)|(0.18)|(0.08)|-|2.98|(0.30)|-|(0.30)|-|100%|Belgium| | |41|Planaxis Technologies Inc.|EUR|67.133156|-|48.08|106.18|58.10|-|86.28|18.54|3.10|15.44|-|100%|Canada| | |42|Tata Consultancy Services (Africa) (PTY) Ltd.|ZAR|5.119693|7.17|0.01|7.21|0.03|6.91|-|4.48|0.01|4.47|4.66|100%|South Africa| | |43| |Tata Consultancy Services (South Africa) (PTY) Ltd.|ZAR|5.119693|9.22|55.37|155.95|91.36|-|438.45|15.64|3.10|12.54|5.99|75%|South Africa| |44|TCS FNS Pty Limited|AUD|47.552642|177.18|(23.90)|163.45|10.17|159.53|-|(20.48)|-|(20.48)|-|100%|Australia| | |45|TCS Financial Solutions Beijing Co., Ltd.|CNY|10.092657|1.95|(20.48)|56.62|75.15|-|65.82|7.01|-|7.01|-|100%|China| | |46| |TCS Financial Solutions Australia Holdings Pty Limited|AUD|47.552642|66.24|(19.22)|47.02|-|1.79|-|-|-|-|-|100%|Australia| |47|TCS Financial Solutions Australia Pty Limited|AUD|47.552642|0.01|29.49|119.58|90.08|1.53|58.84|34.91|5.34|29.57|-|100%|Australia| | |48|PT Financial Network Services|USD|62.577500|0.38|(1.25)|0.28|1.15|-|-|(0.82)|-|(0.82)|-|100%|Indonesia| | |49|TCS Iberoamerica SA|UYU|2.432556|615.88|386.25|1119.05|116.92|1119.01|-|1.61|-|1.61|-|100%|Uruguay| | |50|TCS Solution Center S.A.|UYU|2.432556|37.70|(49.34)|208.81|220.45|-|311.30|(71.70)|4.13|(75.83)|-|100%|Uruguay| | |51|Tata Consultancy Services Argentina S.A.|ARS|7.099462|29.91|(13.69)|56.28|40.06|-|74.70|(9.47)|-|(9.47)|-|99.99%|Argentina| | # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 # in the prescribed Form AOC-1 relating to subsidiary companies # Annual Report 2014-15 # (` crores) |Sr.No|Name of the Subsidiary Company|Reporting Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Total Liabilities|Turnover before Taxation|Profit after Taxation|Profit %|Proposed Dividend|% of Shareholding|Country| | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |52|Tata Consultancy Services Do Brasil Ltda|BRL|19.377439|262.84|(262.76)|241.31|241.23|-|318.17|(56.00)|-|(56.00)|-|100%|Brazil| |53|Tata Consultancy Services De Mexico S.A., De C.V.|MXN|4.083254|1.07|375.91|745.77|368.79|-|1124.54|86.71|14.51|72.20|-|100%|Mexico| |54|Tata Consultancy Services Chile S.A.|CLP|0.099778|169.59|342.58|612.20|100.03|55.91|405.17|35.82|(1.61)|37.43|-|100%|Chile| |55|TCS Inversiones Chile Limitada|CLP|0.099778|152.56|164.25|320.67|3.86|320.55|-|0.81|0.03|0.78|-|99.99%|Chile| |56|TATASOLUTION CENTER S.A.|USD|62.577500|18.78|173.73|394.20|201.69|-|677.91|132.63|29.25|103.38|43.80|100%|Ecuador| |57|TCS Uruguay S.A.|UYU|2.432556|0.13|63.27|97.40|34.00|0.02|198.41|34.94|1.34|33.60|5.95|100%|Uruguay| |58|MGDC S.C.|MXN|4.083254|0.02|67.17|206.49|139.30|-|709.14|32.77|19.18|13.59|-|100%|Mexico| |59|Tata Consultancy Services Qatar S.S.C.|QAR|17.186427|3.44|33.31|67.59|30.84|-|139.68|17.27|1.74|15.53|-|100%|Qatar| |60|TCS Foundation|INR|1.000000|1.00|145.44|146.44|-|-|145.44|145.44|-|145.44|-|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2015. 2. The reporting period for all the subsidiaries is March 31, 2015. 3. On July 1, 2014, Nippon TCS Solution Center Limited got merged with Tata Consultancy Services Japan Ltd. 4. WTI Advanced Technology Limited, a wholly owned subsidiary, was amalgamated with the Company vide Court Order dated March 27, 2015. 5. On August 7, 2014, Tata Consultancy Services Morocco SARL AU, a wholly owned subsidiary, has been voluntarily liquidated. 6. On February 18, 2015, Computational Research Laboratories Inc., a wholly owned subsidiary, has been voluntarily liquidated. 7. On March 23, 2015, TCS Management Pty Ltd., a wholly owned subsidiary of TCS FNS Pty Limited, has been voluntarily liquidated. # For and on behalf of the Board Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chairman CEO and Managing Director Director Aman Mehta Ishaat Hussain V. Thyagarajan Director Director Director Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Director Director Director O. P. Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 16, 2015 CIN: L22210MH1995PLC084781 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Phone: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com # ATTENDANCE SLIP (To be presented at the entrance) # 20TH ANNUAL GENERAL MEETING ON TUESDAY, JUNE 30, 2015 AT 3.30 P.M. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 Folio No. _________________________________ DP ID No. _________________________________Client ID No. _________________________________ Name of the Member_________________________________________________________________Signature ___________________________________ Name of the Proxyholder______________________________________________________________Signature___________________________________ 1. Only Member/Proxyholder can attend the Meeting. 2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting. CIN: L22210MH1995PLC084781 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Phone: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com # PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s) : ....................................................................................................................................................................................... Registered address : ....................................................................................................................................................................................... E-mail Id : ....................................................................................................................................................................................... Folio No. / Client ID No. : ..............................................................................................DP ID No. ....................................................................... I / We, being the member(s) of ………..............…. Shares of Tata Consultancy Services Limited, hereby appoint 1. Name: ………………………...................................................................................... E-mail Id: ...................................................................... Address: ................................................................................................................... .................................................................................................................................. Signature: ……………................................................... 2. or failing him 3. Name: ………………………...................................................................................... E-mail Id: ...................................................................... Address: ................................................................................................................... .................................................................................................................................. Signature: ……………................................................... 4. or failing him 5. Name: ………………………...................................................................................... E-mail Id: ...................................................................... Address: ................................................................................................................... .................................................................................................................................. Signature: ……………................................................... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the twentieth Annual General Meeting of the Company to be held on Tuesday, June 30, 2015 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below: 1."
+"To receive, consider and adopt (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2015, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015, together with the Report of the Auditors thereon. 2. Confirmation of payment of Interim Dividends (including a special dividend) and declaration of Final Dividend on Equity Shares for the financial year 2014-15. 3. Re-appointment of Mr. Cyrus Mistry as a Director of the Company. 4. Appointment of Auditors. 5. Re-appointment of Mr. N. Chandrasekaran as Chief Executive Officer and Managing Director of the Company. 6. Appointment of Ms. Aarthi Subramanian as a Director of the Company. 7. Appointment of Ms. Aarthi Subramanian as an Executive Director of the Company. 8. Appointment of Branch Auditors. Signed this ……… day of ………………. 2015 Signature of shareholder.................................................................... Signature of Proxyholder(s)............................................................................ # NOTES: 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, not less than 48 hours before the commencement of the Meeting. 2. Those Members who have multiple folios with different jointholders may use copies of this Attendance slip/Proxy. # AWARDS # BUSINESS LEADERSHIP - Forbes: World's 100 Most Innovative Companies - Finance: Fastest growing IT Brand industry brand over the last five years - Achieves Superbrands status in the UK - The Economic Times: Company of the Year - Gold Stevie: Best Human Resources Department 2014 - Top Employers Institute: Certified as Top Employer North America 2015 - Whitelane Research Europe Survey: Ranked #1 on performance & customer satisfaction - Business Standard: Best Company of 40 years - Top Employers Institute: Ranked # 1 Employer in Europe - Top Employers Institute: Ranked # 1 Employer in UK - Golden Peacock National Training Award 2014 - Six awards at Asia's Best Employer Brand Awards 2014, Singapore - Diversity and Inclusion (DANDI) awards: Top Workforce honour - TCS BaNCS won Global Custodian award for Best Custody second time in a row - NASSCOM 2014 Awards: Excellence in Gender Inclusivity & Best IT Services and Product Company - NASSCOM Silver Jubilee Awards: Leading IT Company for 25 years - National Award for e-Governance (Gold Award): Passport Seva for Outstanding Performance in Citizen-centric Service Delivery - World HRD Congress RASBIC awards: Best Overall Recruiting & Staffing Organization & Best Use of Technology for Recruiting # SUSTAINABILITY PARTNER - Gold Stevie: Corporate Social Responsibility Program - Informatica: Innovation Award for Test Data Management - JSW-Times of India: Earth Care Award - SAP: Run SAP Partner of the Year & Customers' Choice Award (SAP Pinnacle) - Lumity Community Corps Corporate Champion: Enhancing quality of STEM Education - Renault-Nissan: Best Service Support 2014 Award - NXP Semiconductors: Best Supplier for Indirect Services - TESTA 2014: Leading Vendor Award for Quality Assurance(QA) and Testing services - Dow Jones Sustainability World Index: Ranked Global Leader - Asian Sustainability Ranking: Ranked #1 of Top 100 Companies - The CDP Climate Performance Leadership Index: A-List world leader in corporate action on climate change - JD Edwards: Partner Excellence award - CA Technologies: Country Partner of the Year - Partner of the Year - Security solutions - Public Sector Partner of the Year # LEADERSHIP - N Chandrasekaran: - CNN-IBN: Indian of the Year (Business) - Finance Asia's Best Companies Poll: India's Best CEO - Institutional Investor's 2014 All-Asia Executive Team Rankings: Best CEO - Business Today: Best CEO - CNBC TV 18: Voted one of India's Top 15 business icons Produced and designed by Corporate Marketing and Corporate Communications, Tata Consultancy Services NO_CONTENT_HERE File: AR_TCS_2015_2016.md # TATA # TCS SE 71/2016-17 July 1, 2016 Exchange Plaza, Bandra Kurla Complex; National Stock Exchange of India Limited BSE Limited P. J. Towers, Dalal Street; Mumbai Kind Attn: Manager, Listing Department Kind Attn; General Manager Department of Corporate Services Scrip Code No."
+"532540 (BSE) Dear Sirs, # Subi Anqual Report 2015-16 Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company for the financial year 2015-16 approved and adopted by the members at the 21st Annual General Meeting of the Company held on Friday, June 17, 2016 at 3.30 p.m: as per the provisions of the Companies Act, 2013, at the Sabhagar; 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. The above is also uploaded on the Company's website; Thanking you; Yours faithfully For Tata Consultancy Services Limited Suprakash Mukhopadhyay Vice President and Company Secretary Encl: As above cc; 1. National Securities Depository Limited Trade World; 8th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 2. Central Depository Services (India) Limited P.J. Towers, Dalal Street; Mumbai 400 001 3. TSR DARASHAW Limited # TATA CONSULTANCY SERVICES Tata Consultancy Services Limited Maker Towers Block I 11th Floor Cuffe Parade Colaba Mumbai 400 005 India Tel: +91 22 6778 9191 Fax: +91 22 6639 1836 Email: corporate.office@tcs.com Website: www.tcs.com Registered Office: 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Corporate Identification No (CIN): L22210MH1995PLC084781 Experience certainty: # TCS Sahyadri Park, Pune # SHAPING THE FUTURE The digital technologies of mobility, big data, analytics, cloud computing, artificial intelligence, and robotics are creating a dematerialized and hyperconnected world. To succeed, companies will have to be agile and create products that are experience rich. TCS is working with the world's largest companies to help them reimagine their business models, products and services, and workplaces in all industries. With more than one-third of our workforce trained in over 400 digital platforms and technologies, we are guiding companies of today on the path to tomorrow. Cover image: TCS Siruseri, Chennai The Annual General Meeting will be held on Friday, June 17, 2016, at Birla Matushri Sabhagar, Sir V.T. Marg, New Marine Lines, Mumbai 400020, at 3.30 p.m. As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the meeting."
+"# Notice # Directors' Report # Management Discussion and Analysis # Corporate Governance Report # Business Responsibility Report # Content |Board of Directors|02|Consolidated Financial Statements| | | |---|---|---|---|---| |Management Team|04|Auditors' Report|146| | |Performance by Numbers|06|Consolidated Balance Sheet|150| | |Letter from CEO|08|Consolidated Statement of Profit and Loss|151| | |Shaping the Future - Retail, BFSI, Life Sciences, India, Innovation| |12|Consolidated Cash Flow Statement|152| |Building a Digital learning Platform|22|Notes forming part of the Consolidated Financial Statements|154| | |Digital Talent Pipeline|23|Unconsolidated Financial Statements| | | |From Employee Experience to ENGAGEMENT|24|Auditors' Report|188| | |Transforming India's Oldest Public Healthcare Institutions|25|Balance Sheet|194| | |Impacting the Community - Swachh Bharat|26|Statement of Profit and Loss|195| | |Taking STEM to grassroots|27|Cash Flow Statement|196| | |Building a Healthy Active Community|28|Notes forming part of the Financial Statements|197| | |Awards|29|Statement under Section 129 of the Companies Act, 2013 relating to subsidiary companies|232| | |Route Map to the AGM Venue|32|Attendance Slip / Proxy Form|235| | | | |Updation Form|237| | # Board of Directors |(Standing - Left to Right)| |(Seated - Left to Right)| | | | |---|---|---|---|---|---| |A Mehta|V Thyagarajan|P A Vandrevala|V Kelkar|N Chandrasekaran|C P Mistry| |Director|Director|Director|Director|Chief Executive Officer|Chairman & Managing Director| # 02ITCS Annual Report2015-16 # TCS Annual Report 2015-16 |(Standing - Left to Right)| |(Seated - Left to Right)| | | |---|---|---|---|---| |O P Bhatt|R Sommer|I Hussain|Aarthi Subramanian|C M Christensen| |Director|Director|Director|Executive Director|Director| # Management Team # Corporate |N Chandrasekaran|Aarthi Subramanian|Rajesh Gopinathan|Ajoyendra Mukherjee| | |---|---|---|---|---| |Chief Executive Officer|Global Head of Delivery Excellence, Governance & Compliance|Chief Financial Officer|Global Head, Human Resources| | |Suprakash Mukhopadhyay|John Lenzen|Pradipta Bagchi|K Ananth Krishnan|Vishwanathan Iyer| |Company Secretary|Marketing|Communication|Research & Development|Legal| # Geography Heads |Surya Kant|Henry Manzano|Ravi Viswanathan|Girish Ramachandran|AS Lakshminarayanan| |---|---|---|---|---| |North America, UK & Europe|Latin America|India, Middle-East & Africa|Asia Pacific|Japan| # Strategic Growth Unit Heads |NG Subramaniam|Venguswamy Ramaswamy| |---|---| |Financial Solutions|iON| 04 TCS Annual Report 2015-16 # Industry Service Unit Heads |K Krithivasan|Susheel Vasudevan|Ramanamurthy Magapu|Suresh Muthuswami| |---|---|---|---| |Banking & Financial Services|Banking & Financial Services|Banking & Financial Services|Insurance & Healthcare| |Pratik Pal|Debashis Ghosh|Milind Lakkad|Kamal Bhadada| |Retail, Travel & Consumer Products|Life Sciences, Manufacturing & Energy|Manufacturing|Communication, Media & Information Services| # Service Unit Heads |Krishnan Ramanujam|Regu Ayyaswamy|Dinanath Kholkar|P R Krishnan| |---|---|---|---| |Enterprise Solutions & Global Consulting Practice|Engineering & Industrial Services|Business Process Services|IT Infrastructure Services| |Siva Ganesan|Satya Ramaswamy| | | |Assurance Services|Digital Enterprise Services & Solutions| | | TCS Annual Report 2015-16 05I # Performance by Numbers |Net Income| |24,292 CR| | |---|---|---|---| |EBIT/Operating Income|26.4%*| | | |Net Cash from Operations| |21,581 CR| | |Revenue Growth|1,08,646 CR|UP 14.8%| | | | |CAPEX|2,024 CR| |Global Corporate Social Responsibility| | | | |Invested Funds|32,534 CR| | | |Dividends (Includes proposed dividend)| |10,220 CR| | |Revenue per Employee|30,70,464|29,60,946| | |Profit per Employee|6,86,514|6,85,482| | |FY 2015|FY 2016| | | Excludes employee rewards Percentage of revenues 06 I TCS Annual Report 2015-16 # People by Numbers |Total Employees|Women Employees|New Joinees|Nationalities| |---|---|---|---| |3,50,000+|1,15,000+|90,000+|125+| TCS Annual Report 2015-16 I 07 # Letter from the CEO ""deep understanding of the customer landscape, Our rich customer base, domain expertise and technology investments and IP combined with our global scale puts us in pole position to make a significant impact in the Digital world."" # Dear Shareholders, Your Company delivered a strong performance during 2015-16 and crossed the trillion rupee revenue milestone, with reported revenues of `1,08,646 crore at an annual growth of 14.8 per cent. Operating margins were an industry benchmark at 26.4 per cent for the year, well within our target range of 26-28 per cent. TCS remained the most profitable company in the Indian IT services industry posting net margins of 22.4 per cent and annual net profit of `24,292 crore. This performance has enabled your Company to retain its position as the most valuable company in India with a market capitalisation of `4,95,770 crore (US$ 74.84 billion) as on March 31, 2016. We have continued our practice to consistently reward our shareholders. In FY16, our total dividend pay-out was `43.50 per share including `27 per share proposed as final dividend. The earnings per share for the company increased to `123.28. # Strong Core Performance Your Company's customer-centric business model and its philosophy in building new capabilities has led to increased participation in our customers' IT spend. The core business portfolio has performed very well with all key segments posting steady growth led by Banking & Financial Services, Retail, Manufacturing and Life Sciences - all these industries grew above the company average growth rate on a constant currency basis."
+"# Market Growth In terms of markets, growth was well distributed with North America growing 10.8 per cent, Europe by 12.9 per cent and United Kingdom by 8.3 per cent in constant currency terms. India crossed $ 1 billion milestone in annual revenues while overall revenues from new Growth Markets exceeded $ 3.3 billion on in FY16. # Challenges There were some headwinds in the business environment for your Company. Adverse cross currency movements severely impacted the reported US$ revenue of 16.55 billion by 4.8 per cent. This resulted in lower US$ revenue growth of 7.1 per cent year-on-year compared to 11.9 per cent growth in constant currency terms. Diligenta, our life and pensions subsidiary in the UK continued to experience some slowdown while the broader insurance vertical also remained weak. Our investment in Japan is yet to pick up momentum. # Employee Growth Your Company's talent development initiatives continued to support business growth. At the end of FY16, TCS had a diverse base of 3,53,843 employees in 55 countries from 129 nationalities including 33.8 per cent women professionals. We continued to enjoy the highest retention in the industry at 14.7 per cent. cent LTM (last 12 months) for IT professionals. Our employee engagement programs like Fit4Life, Purpose4Life and SafetyFirst are helping create awareness about health and fitness as well as enabling our employees to engage with the community to make a positive impact. It is the commitment and dedication of these TCSers across the world that has helped your Company perform on a sustained basis. On behalf of all the shareholders, I would like to thank every TCSer for their drive and passion that has helped this organisation maintain its growth and momentum. Today, customers see your Company as a partner of choice for their transformation initiatives. This is evident from the strength of the customer revenue metrics which have shown exceptional improvement in FY16. We added eight new customers in the $100+ million band taking the total to 37 customers, while 37 new customers were added in the $10+ million band totalling 298 customers. Our customer satisfaction scores also reached an all-time high, reflecting this trend. Smart Enterprises are quick to recognise that in a Digital world, experience supercedes features. This was not the case even five years ago, when we would buy a product based on its features alone without even opening the box! But now it's the experience of the product or service that determines our buying behaviour. The reason we focus on experience today is because new features are only one software release away. Whatever the product, be it a smart watch or even a car, every software release brings new and enriched features. For a Smart Enterprise to respond in real-time or ahead of time requires dematerialisation of an enterprise where physical assets now have a Digital interface. Once dematerialised, all enterprise's assets - technology, infrastructure, operations, logistics, customer data and content - become software driven and therefore now available for seamless correlation and deriving proactive insights. For example, as goods from cars to cans become more 'intelligent', a dematerialised smart enterprise can execute, respond, plan and predict in real-time using insights gleaned from big data. # Digital Technology Trends Demand for our services is being driven by the acceleration in the adoption of Digital. Digital is creating new opportunities for enterprises to drive Efficiency and Simplification across the business. Most brick and mortar businesses were built in a pre-digital era. Therefore, to thrive in the Digital economy, enterprises are on a quest to deliver unique customer experiences, gain real-time access to insights, improve workforce productivity and create a hyper-connected eco-system. The impact of ""Digital Technologies"" has further intensified in the past twelve months. We are living in a digital age, characterised by an accelerating trend of hyper-connectivity between humans and also between humans and smart devices. As you go through this annual report, we have attempted to showcase some of the key technology and business trends that are shaping the future of TCS and that of our customers. The digital world we inhabit today has very different characteristics from what we have seen in the past. It is forcing all of us - individuals, enterprises and governments - to learn new ways to engage with our stakeholders. In addition, widespread adoption of Digital technologies by business is leading to the evolution of the Smart Enterprise - companies that can respond in real time and provide unique personalised experiences for its customers."
+"To succeed, Smart Enterprises have to be Agile by default. Agility is the ability of an enterprise to move with speed and respond to changes in its environment swiftly (for example, when launching new products). Your Company is proactively increasing its use of Agile/ DevOps (Development + Operations) methodologies to radically decrease the time to market of new solutions, while bringing about greater collaboration between IT and business. Further, to make sense of voluminous and unstructured data that is increasing exponentially, Smart Enterprises are using Artificial Intelligence technologies for developing machine learning and deep learning capabilities. Software robots are playing a bigger role in our lives - from algorithmic trading and advisory services in financial markets to mapbots which give us daily driving directions. Additionally, cloud-based models are enabling 'anywhere-anytime-any device' access to data which is creating a significant shift in business models and enterprise IT architectures. # TCS Leadership in the Digital Economy Your Company has been at the forefront of this Digital revolution by making strategic investments across multiple dimensions ahead of time to ensure that we are well equipped to capture this big opportunity. Today, we are Digital partners for 52% of our TCS Annual Report 2015-16 I 09 # Forbes # The WORLDS MOST INNOVATIVE COMPANIES customers across multiple segments such as Mobility and Pervasive Computing, Cloud, Big Data, Artificial Intelligence & Robotics - all of which have grown at a compounded quarterly growth rate of 8-12 per cent during FY16. We have built the right technology talent combined with deep domain expertise and an understanding of the customer's business. Today's digital enterprises also face an increased exposure to cyber security threats from phishing attacks, Advanced Persistent Threat (APT) and hyper-connected universe, data confidentiality and data sensitivity. TCS has taken proactive steps to combat these threats and ensure uninterrupted service delivery to customers. We also continue to reinforce our stringent security policies and procedures. # Driving Research & Innovation The Digital economy and disruptions in technologies are changing the skills requirements in our industry. Recognising the need to build the right Digital talent, your Company has made significant investments to upgrade skills of its employees as well as increase its focus on hiring specialised talent. TCS has created a world-class Digital Learning Platform - an integrated ecosystem that combines virtual, physical and experiential learning with high quality content that is available anywhere, anyplace, anytime and on any device. I am delighted to share that we have trained over 1,20,000 TCSers in multiple digital technologies during FY16. Your Company remains focused on Intellectual Property creation. At the end of FY16, the company has applied for 2,842 patents cumulatively, including 565 applied during the past 12 months, of which the company has been granted 341 patents. Digital transformations entail new ways of collaboration among teams that consist of players with multiple niche skills - from design to psychology - in order to deliver a 'customer-first' experience. Towards this, we have invested in a new Design Studio in Silicon Valley, staffed with top notch professionals with diverse skill sets. It is a collaborative space where customers can co-create with TCS in a typical start-up 'garage' environment. A new executive briefing centre was also launched for next-generation engagement with customers using immersive technologies in Mumbai. Your Company's significant investments in Digital has resulted in a growing portfolio of Digital products and platforms. TCS' strategic bets in TCS Bancs for Financial Services and iON for the Education sector have performed well. We also continue to invest in digital platform solutions for key industries, horizontal functions (Account Payable, HR) as well as technology assets. The new cloud platforms together delivered $172 million in revenues in FY16, a growth of 37 per cent year on year. In June last year, we launched ignio, our flagship automation product for enterprise IT that helps customers analyse, plan and predict their IT needs. With its cognitive capabilities, ignio is technologically an advanced enterprise automation product in the market. Within nine months of its launch it had signed up 16 customers. TCS has also filed 24 patents for ignio till date. Additionally, we continue to build our strategic academic partnerships. In FY16 your Company made a US$35 million gift to Pittsburgh-based Carnegie Mellon University, which was the all-time largest corporate gift to the university and the largest gift from outside the U.S. This donation will fund a new 40,000 square feet facility, the TCS Building, which will support education, cutting-edge research and house state-of-the-art facilities."
+"In India, your Company also announced plans to set up the FC Kohli Center on Intelligent Systems at IIIT Hyderabad which will coordinate research in related domains across different centres of the university. In March, in collaboration with Nashik city and MIT Media Labs, your Company began a unique social innovation program. The TCS Digital Impact Square is an open Social Innovation Platform to address real life challenges by engaging with students and. # Beyond Business: Key Social Initiatives Your Company made a significant impact in the community with new programs and initiatives. TCS stepped forward to extend its support towards the 'Swachh Bharat, Swachh Vidyalaya' initiative, announced by India's Prime Minister Shri Narendra Modi on August 15, 2014. As the largest corporate contributor to the program, your Company has built dedicated toilets for girl students in 1,472 schools in Andhra Pradesh, Telangana, Bihar and Tamil Nadu, changing lives of over 80,000 students in the process by giving them the opportunity to live a healthy childhood and gain an education. Another landmark initiative was the social transformation of All India Institute of Medical Sciences - India's pre-eminent public healthcare institution - where using process re-engineering and technology, a TCS team worked tirelessly for six months to re-engineer and deploy new processes to reduce waiting times by 66 per cent to less than two hours benefitting over three million patients annually. The TCS STEM (Science, Technology, Engineering, Math) program expanded its reach, inspiring young minds. It is designed to empower students to master digital technologies through innovative technology learning platforms. TCS contributed to US2020 program to launch a new online platform which aims to connect more STEM professionals to grassroots volunteering opportunities, acknowledged by the US White House in a press statement. # Looking ahead As global businesses aspire to become Smart Enterprises by accelerating adoption of digital, your Company is very well positioned in this regard. Our rich customer base, domain expertise and deep understanding of the customer landscape, technology investments and IP combined with our global scale puts us in pole position to make a significant impact in the Digital world. I would like to thank shareholders for all their support and encouragement during the year. With Warm Regards Yours Sincerely N Chandrasekaran Chief Executive Officer and Managing Director April 18, 2016 # Shaping the Future of Retail Retailers are in a world of immense complexity. The next wave of Omni-channel Retailing is focused on Retailer's ability to deliver superior customer experience and instantly deliver on Customer promise every single time. Imagine, a large retailer with 200 million customers, fulfilling 1,50,000+ orders per day- of which 40% are omnichannel (anytime, anywhere orders). It requires the retailer to effectively manage and supply its 2 million Stock Keeping units (SKUs) across 5,000 inventory nodes to fulfil customer orders in <30 minutes. Tough? Thanks to 'Digital', Retailers are adapting quickly. Offering a great price to consumers isn't enough. Smart retailers are using TCS services to build matured capabilities to derive 3,600 Customer Insights (understand their transactions and interactions) and Improved Visibility into the Omni-channel Supply Chain. They are leveraging this powerful knowledge of the customer to drive customer-centric assortment and shopping-trip relevant pricing. Retailers are fighting the war of the last mile. Customers can order online, pick in store, ship from store, collect in-store partial deliveries and so much more. Successful delivery of customer promise requires a high level of inventory visibility in real time with the ability to orchestrate the customer order through the various inventory carrying points. # Partner to7/10 # Top US Retailers # Partner to8/10 # Top UK Retailers # Partner to10 out of15 # BUY # ANYTIME/ # INSTANT # CHECKOUT # BUTTON # ANYWHERE # PRICE MATCH # DISRUPTION # Top Digital IQ Retailers With TCS, retailers are re-defining and re-architecting their supply chain to realize the multi-channel inventory management and delivering flexible fulfilment options to the customer. There is 30% less wait time at stores and 40% higher sales through digital channels. What if you always found what you were looking for in your store, at the price that you wanted with the flexibility of the online orders - that's what makes a great customer experience. It requires a strong ability for the retailer to have the right assortment, at the right store and at the right price. TCS' industry leading platforms OptumeraTM and OmnistoreTM help in optimizing store space and assortment with competitive pricing, while also enabling truly omnichannel shopping journeys."
+"TCS Annual Report 2015-16 I13 # Shaping the Future of BFSI The slow growth in advanced economies, changing nature of emerging markets, Central bank trials with monetary policies and increasing vigilance by Regulators continue to challenge growth in Financial Service firms. Further, technology continues to lower the barriers for entry and has given rise to Fintech companies that are offering payment solutions, peer-to-peer services and even advisory services. The Banks are investing significantly in technology (aka Digital is Default) to managing this volatility, to address experience gaps, to pursue newer sources of revenue and to improve operational efficiency and agility. Millennial HNIs have the wealth but not the time. TCS has created a Robo Advisory solution that offers automated, sophisticated, personalized and adaptive investment advice. Based on the risk preferences and the performance of the recommended portfolio, the Robo Advisor would adapt the advice. This solution has helped banks in attracting new customers to their fold. Insurance companies have tried to install telematics devices in their consumers' vehicles but haven't found favour. TCS has reimagined the scenario by leveraging the ubiquitous smartphone. We developed a comprehensive solution - using the distributed power of smartphone - that captures telematics data on speed, braking, lane changes to understand driving behaviour and the quality of driving. This helped the insurer in having a high quality engagement with customers and in reducing premiums by 14% for better drivers. 14 ITCS Annual Report 2015-16 # Banks and Regulatory Environment Banks continue to face a dynamic regulatory environment. They need a single source of truth to make compliance efficient. TCS developed the World's largest cloud cluster (500+ Nodes) to help one of its customers to simplify its Information flows for an accelerated data quality compliance and a significant improvement in data governance. The Bank is, now, successfully using this for reaping the benefits through a single view of customer and improved Fraud Detection. # Adapting to New Experiences Banks have the customers but need to continuously adapt to newer experiences being provided by other industries (including Social). TCS helped DNB, the largest financial services group in Norway, launch Vipps, a peer-to-peer mobile payments application. Vipps makes money transfers as easy as sending an SMS. While shaping the peer-to-peer money movement market, Vipps has become the #1 downloaded App in Norway. Approximately 25% of Norway's population uses 'Vipps', and 85% of Norwegians know about it. TCS Annual Report 2015-16 I15 # Shaping the Future of Life Sciences Engineers are the new doctors! With Digital technologies, it is possible to accelerate drug discovery, develop personalised medicine and craft personalised medical implants. This is improving patient outcomes in significant ways and improving their quality of life. Using TCS IP, Advanced Drug Development (ADD) platform, pharmaceutical companies are boosting R&D productivity. One of our customers was able to realize multi million dollar savings by carrying out 35+ Studies in just 2 years, supporting 4,300+ study sites & 21,000+ patients. Customer plans to onboard many more studies by this year-end. Knee implants can improve quality of life but they can be very painful with long recovery times for patients. TCS' expertise in Digital technologies creates personalised cutting blocks for knee implants that result in 19% less operative time, 31% less blood loss, and more than 26% reduction in patient recovery time. More than 70,000 patients have benefited from these personalized surgeries. 16 ITCS Annual Report 2015-16 Even today we do not understand the genetics of most inherited, rare genetic causes of various immune and metabolic disorders. Disorders such as Ataxia, SCID, Nijmegen Breakage Syndrome, PKU and novel autoimmune disorders have been diagnosed using the platform helping clinicians treat patients more effectively. File: AR_TCS_2015_2016.md Diagnosis of rare and potentially fatal disorders at birth remains a pressing need. Using genome sequencing the TCS GeMS (Genomics and Metagenomics) platform has been used to successfully diagnose the disorders. TCS Annual Report 2015-16 I17 # Shaping the Future of India Consumers are increasingly choosing Digital channels including mobile to buy and consume the products and services they need. This also applies to the way citizens today want to access public services. India has the potential to leapfrog most societies in its use of technology to drive development and growth by using social and technology-based platforms in order to leverage the new digital infrastructure that is rapidly being built and deployed across the country. India today boasts of over a billion mobile connections and its netizens are among the largest user bases on global social platforms."
+"The Indian government is driving the 'Digital India' agenda through multiple policies and initiatives - leveraging the Aadhar card to promote cashless transfers to beneficiaries; incentivising the creation of new Smart Cities, or facilitating mobile payments by licensing new 'payments-only' banks. There are multiple initiatives taking place across different strata of the economy and TCS is proud to play a role in many of these facets. # Financial Inclusion Consider policies that have enabled 450 million new 'nofrills' bank accounts to be opened by banks including 216 million through the Prime Minister's Jana Dhan Yojana scheme alone. TCS has been playing a significant part in enabling this vision. TCS platforms and software support 113 million accounts in 102 banks through cost-effective technology delivery models such as Bank-in-Box-on-Cloud, mobility in service delivery, financial gateway to ensure integration, interoperability, transaction and integrity and the remote control of field operations. TCS' impact does not end there. Over 140 rural banks under NABARD use the TCS cloud platform to reach and service over 54 million customers. In addition, India's largest bank, State Bank of India, which runs on TCS BaNCS, now has over 500 million accounts of 1.1 billion accounts in the country. # Digital Assessment India is among the largest markets for examinations and assessments in the world. TCS has been playing a significant part in disrupting the higher education sector to bring in transparency, speed and high quality of assessments and examination. Till date, TCS' iON platform has assessed over 53 million candidates using its network of 4,330+ test centres across 460+ cities resulting in an overall reduction in effort by 70% for controller of Exams and most importantly, a massive reduction in overall cycle time from 8 months to 10 days. Similarly, for board examinations, the iON platform has resulted in 40% reduction in evaluation process time for the three million answer books evaluated as on date with total elimination of transporting physical answer books with 99.99% reduction in re-evaluation requests. TCS has changed the way consumers use mobile payment systems with its mWallet offering implemented with major telecom providers in India. mWallet provides customers with a new form of currency powered from their mobile phones. With millions of customers and a network of over 1,00,000 agents, spread across urban and rural India, mWallet platforms have successfully exploited mobile penetration to provide basic banking services on the mobile. Distribution of wages, government benefits, enabling e-commerce and many more new transactions on mWallet are truly making mobile the new bank account. 18 ITCS Annual Report 2015-16 # Impact in Numbers # Telecom # Banking Solutions |450m|Customers| |---|---| |850m|Bank Accounts| # Social Services 38.1m Beneficiaries # Infrastructure ~40m Users # Citizen Services 2.75m Users Every Month # Disaster Management 400m People Across Coastal Belt # Healthcare 5.5m People Screened # Passports 30m Passports Issued # Income Tax 41.2m Registered Tax Payers TCS Annual Report 2015-16 I19 # Shaping the Future through Innovation # Industry Platforms # Optumera™ The Digital Merchandising Suite helps the world's top retailers optimize store space and choose the correct product mix. It is driving 3-5% sales improvement for our customers. # iON™ Assessment, Learning & Evaluation platform is helping students learn better and exam bodies examine and evaluate candidates efficiently and seamlessly. This product has assessed more than 50 million candidates till date with an 88% reduction in turnaround time. # Advanced Drug Development (ADD) The platform is transforming the clinical trial process for Life Sciences firms. ADD has helped conduct over 100 clinical trials for 7 customers, including for three out of top 10 global pharma companies. # HOBS is a comprehensive business platform for the Telecom industry standards and is enabling growth for 16 of our telecom customers. # World's first Neural Automation System Helping companies reimagine Enterprise IT. ignio™ is a cognitive system that applies AI technologies to convert IT operations services into intelligent software. ignio™ thinks and acts like an expert. It can understand a company's context and then provide appropriate recommendations. Enterprises that use ignio™ improve the speed of decisions and make their business proactive and resilient. ignio™ is the foundation for an AI powered business."
+"# Focus areas for Research & Innovation - BFS: Blockchain, Frictionless Access, Robo Advisory - Retail: In-store experience, Digital store operations, Multi-node supply chain - Manufacturing: Connected Cars, Predictive Maintenance - Life Sciences: Genomics, Medical Devices, Digital Clinical Trials # Service Platforms # CloudPlus TCS' solutions suite for cloud infrastructure is driving 60% agility in IT provisioning # CHROMA™ TCS' HR platform to enable next generation employee experience, is gaining strategic traction in the market with five customers using the platform # TAP™ TCS' future ready Accounts Payable Platform has processed over 3 million invoices # Foundational Research Metagenomics, Materials Engineering, Design, Analytics # Governance Compliance, Enterprise Security, Data Privacy # Industry 4.0 Automation, Cognitive computing, IoT Platform # Sustainability Mobile Agro Advisory, Intelligent Cities, Smart Grids TCS Annual Report 2015-16 I21 # Building a Digital Learning Platform The TCS Digital Learning Platform (DLP) is driving the reimagination of talent development at TCS. Through DLP, our entire workforce can access rich and fresh content any time, anywhere, on any device and can learn at their own pace. Today, 90% of learning is delivered through digital channels. Infusion of domain-specific content, curated journeys, case studies and engaging methods such as gamification, role play and hackathons has made it easy for employees to update their skills and learn new ways of working such as Agile & DevOps. TCS iQlass infrastructure is delivering global, real-time immersive learning experience for expert-facilitated sessions. Our approach to align Digital learning to transformative programmes of our customers is gaining strong mindshare amongst our customers as well. # Readiness Factors Tycal tacors Iat may affecl tne business tr Cax Larratrineny Moe and Or # Digital Learning By Numbers # INFRASTRUCTURE - 15 iQlasses across 9 cities - VLabs on TCS Cloud with 25,000 concurrent user capacity with most Digital technologies already enabled # EXPERTISE IN 400+ DIGITAL TOOLS - Big Data & Next gen data platforms & processing engines, covering Hadoop and ecosystem of tools, MongoDB, Spark - Data science, covering popular tools like R, Python - Mobility engineering, covering IoS, Android, Hybrid mobile apps and more - Modern Web frameworks covering Angular.js, node.js, ext.js, Grails, UX technologies - Cloud technologies covering AWS, Azure and platforms such as Bluemix, & Pivotal Cloud Foundry - Digital commerce solutions covering ATG, Hybris, Sterling OMS, Solr search and more - Composite Digital technologies including Internet of Things # Statistics - 83 Digital competencies offered - 1,39,482 employees trained; 3,49,093 competencies - 1,25,000+ Nano Videos - 6,89,518 Learning Days for digital in FY16 # Testimonials ""..a very good course that will help both senior leaders who are technologists and non-technologists"" ""Fantastic efforts from all the faculty, and associates involved in this Channel Architecture training!"" ""I like what I saw…the content is rich…and this is exactly what we need"" ""Learning in such a healthy way…It has been a lot of fun"" 22 ITCS Annual Report 2015-16 # Digital Talent Pipeline: Spot. Hire. Engage TCS uses social media and gamification tools to hire and engage the best talent from around the world. Campus Commune, the student engagement platform, is used to nurture potential talent from engineering and management institutions. More than 8,00,000 students from 1,000+ Institutions participate actively on it. We use contests such as TESTimony, EngiNx, Game On and CodeVita, the largest one which drew 1,97,000 registrations across 18 countries, to spot and hire top talent. About 10% of the specialised campus recruitment for niche skills happens through such contests. After joining TCS, employees use the internal social networking platform Knome to collaborate and share knowledge. Knome helps break down organisational silos, encourages exchange of ideas amongst different teams and facilitates social learning."
+"# Digital Hiring & Engaging By Numbers # Digital recruitment - 1,000+ trees saved with our 100% paperless recruitment process # Gamification - 3,10,000+ registrations received across all contests in FY16 - 30 % new visits week on week on Campus Commune - 17,200+ blogs on Campus Commune - 6,500+ Opinion Polls on Campus Commune # Social - 3,50,000+ employees on internal social channels - 3,22,000+ blogs # Collaboration - 2,500+ communities - 4,000+ ideas - 650+ wikis - 2,800+ surveys # Testimonials ""…with Campus Commune we can learn and develop our software skills before entering into the corporate world."" - Student ""Campus Commune is a place to share many things and gain knowledge from your peers."" - Student ""CodeVita is a great initiative which brings together numerous talented coders from different countries on one platform."" - Participant, CodeVita 2016 ""I would like to recommend Code Vita to other students since it's a once in a lifetime experience and very enriching…"" - Runners Up, CodeVita 2016 # From Employee Experience to ENGAGEMENT TCS Purpose4life is all about volunteering for societal improvement. Education, Health and Environment are the main focus areas under which initiatives are carried out. # 4 Under this programme, the interested associates take a pledge and commit to volunteer a minimum of 10 hours a year. Initiatives can be created by individuals or they can choose active initiatives in their locations and join the same. TCS Purpose4life programme was launched in 2014-15 and there was a contribution of over 2,21,000 hours of volunteering. This year, 2015-16, we have crossed 6,00,000 hours of volunteering in March 2016. Associates find this a very satisfying way of giving back to the society and the best way of continuing the legacy of the Tatas. There are many dedicated volunteers who volunteer along with their family so that the spirit of social responsibility gets passed on to the coming generations as well. | |Total hours|2,21,307|Total hours|6,12,908| |---|---|---|---|---| | |Education|1,18,749|Education|2,19,263| | |Health|41,039|Health|2,16,270| | |Environment|61,519|Environment|1,77,375| | |Corporate hours|90,949|Corporate hours|1,46,997| | |Self initiative hours|1,30,358|Self initiative hours|4,65,911| | |Number of initiatives|2,302|Number of initiatives|2,868| | |Family hours|16,375|Family hours|29,508| # 2015 - 2016 Fit4life is TCS' wellness programme with three objectives - improving employee health, increasing camaraderie among associates and contributing to the society. Associates in teams set yearly fitness targets in kilometers or hours. They choose fitness activities and log the efforts into TCS Fit4life. To assist the associates to log their efforts conveniently, a web portal and a mobile app is available. At the end of the year, TCS donates an amount, corresponding to total efforts, to charity. |% contribution to hours and kms from different geos|Activity Type|Total Kms since 2012| |---|---|---| |Geography|% Hours|% KM| |APAC|1.58|1.37| |EUROPE|0.58|1.52| |INDIA|94.10|93.28| |LATAM|1.03|0.90| |MEA|0.11|0.12| |NORTH AMERICA|2.08|1.86| |UK|0.52|0.94| | | |running| | | | | |---|---|---|---|---|---|---| | | |CYCLING|2012-13|1.6 Million Kms| | | | | | |2013-14|4.18 Million Kms + 536 K Hrs| | | | | | |2014-15|5.24 Million Kms + 452 K Hrs| | | | | | |2015-16|15.1 Million Kms + 1.67 M Hrs| | | 24 I TCS Annual Report 2015-16 # Transforming India's Premier Public Healthcare Institutions Over 60 years ago, the All India Institute of Medical Sciences was founded in New Delhi, with a vision of providing world class healthcare services. However, the influx of patients far exceeded its capacity, leading to acute mismanagement and increasing pressure on the country's largest hospital, resulting in poor healthcare quality. In December 2015, AIIMS, in partnership with Tata Consultancy Services, launched the transformation of its OPD care delivery with the immediate goal of creating patient-friendly systems and providing easy access to the finest healthcare delivery systems in India. 'It was not just a CSR activity which TCS has done, they have done with their heart and put their soul in it'. Shri JP Nadda, Hon'ble Minister for Health and Family Welfare This joint commitment successfully revolutionised the healthcare system in India, setting a benchmark in human effort and competency resulting in the Innovative OPD Process. With the transformation of the AIIMS OPD, TCS envisions a proprietary and robust model that is replicable and scalable enabling quick roll out across public sector hospitals in India and elsewhere. A social initiative by TCS in partnership with the Government of India, the AIIMS OPD transformation uses technology, innovative process technique, yet again, to improve the life of the common man to drive change and to transform India."
+"# Programme Benefits # TCS + AIIMS: Transforming Patient Care |Increase in prior Online appointments|73%| |---|---| |Processing time cut to|50 seconds| |18 (new) Single Window Exit Counters|Increased| |Extra seating - 2,550|(Total - 4,050)| |Improved Signage|120 Patient Care Coordinators| |Waiting Time reduced from|6 to 2 hours| (Scan the QR code to watch the video) TCS Annual Report 2015-16 I 25 # Impacting the Community - Swachh Bharat At Tata Consultancy Services, we change lives. As the largest corporate contributor to the Prime Minister's ""Swachh Bharat, Swachh Vidyalaya"" movement, TCS is providing girls an opportunity to shine by giving them a healthy childhood. A childhood that is free of unhygienic sanitary conditions so that these young, bright students can focus on their academics rather than worry about falling ill. As 47% of schools in India don't have a separate girl's toilet this leads to a less than conducive learning environment. TCS analysed the problem and found a holistic solution taking into account infrastructure, maintenance and education. The solution was not only implementable, but also sustainable while at the same time raising awareness about hygiene. Covering four states in India, TCS has changed the lives of over 80,000 students in over 1,400 schools and has given many girls the opportunity to strive for a better life. ""We congratulate Tata Consultancy Services for its commitment towards a cleaner and healthier India. TCS' comprehensive approach to sanitation, offering end-to-end solutions and results oriented action is an important step towards sustainable WASH outcomes."" USAID, India |other corporates| | | | | |57.45%| |---|---|---|---|---|---|---| |TCS|1,991 Schools (1,400+ schools)|42.55%| | | | | tcs has changed the lives of over 80,000 students in over 1,400 schools Covering 4 states in india in India don't have a separate girl's toilet (Scan the QR code to watch the video) 26 I TCS Annual Report 2015-16 # Taking STEM to grassroots Our STEM - Science, Technology, Engineering, Math - programme focuses on inspiring young minds to take up a career in technology. It is designed to empower students to master digital technologies through innovative technology learning platforms. With a global footprint covering North America, UK, Europe, Asia Pacific and India, this programme has impacted over 60,000 students with 7,000 TCS volunteers contributing over 45,000 volunteer hours. |Global footprint|North America, UK, Europe, Asia Pacific, India| |---|---| |Impacted|60,000+| |7,000+ TCS volunteers|Contributing 45,000+ volunteer hours| # goIT students, Stockholm, Sweden # Pre-final year students of the Jawaharlal Institute of Technology, Madhya Pradesh, India # Go4IT students, Melbourne, Australia # Students presenting at the goIT finale, at Boys and Girls Club, Jersey City, USA # Students participating in the Mission UK programme, UK (Scan the QR code to watch the video) TCS Annual Report 2015-16 I 27 # Building a Healthy Active Community # CONSULTANCY SERVICES STATS 3,00,000+ downloads of the apps $ 34mn+ raised for charity For over a decade now, TCS has been actively involved in promoting a healthy, active lifestyle. Globally, we have been leveraging our Fit4Life initiative as well as external partnerships with leading international distance running properties to promote wellness and community development among our employees, their families and our customers. Over the past 10 years TCSers have raised over $34 million benefiting causes from heart disease, diabetes to education for the differently abled. Our efforts in making each of these events completely technology driven is gaining momentum with our digital services team providing real time analysis and updates during each race. The official apps for each event have been created by TCS and we have had a record number of downloads this year - over 3,00,000."
+"# Races in other cities that we sponsor: MUMBAI LONDON SINGAPORE CHICAGO BOSTON MANILA # Official Technology Partner TCS Amsterdam Marathon # Title Sponsor of the TCS World 10K Bengaluru # Title Sponsor of the TCS New York City Marathon 28 I TCS Annual Report 2015-16 # Awards # From April 2015 - March 2016 # Business Leadership - World's most powerful brand in IT Services - Brand Finance - Ranked Number 1 in Dataquest's Top 20 list of Indian IT companies - SAP® Pinnacle award - Red Hat's 'System Integrator Partner of the Year' for North America - Hitachi Data System's Global System Integrator Partner of the Year - 'Fastest Growing SI Partner of the Year' - Expericon 2015 - Business Transformation Award - Pegasystems Partner Excellence Awards - Winner, IBM Mobile App Throwdown Contest 2015 for Business Partners - Oracle Excellence Award for Specialized Partner of the Year - AsiaPac, North America # Recognitions - Ranked 57 among Top 100 US Brands by Brand Finance - Winner 'Make In India Awards for Excellence' - Recognised for the 'Best In House IP Team of the year - IT & Technology' at Global IPR Conclave - Wins multiple awards as part of the Global HR Excellence Awards and Recruiting and Staffing Best in Class (RASBIC) awards - World HRD Congress. - Ranked Number 1 - IDC Financial Insights FinTech Rankings Top 100 - Winner 'Best Practice in Developing Future Leaders' Award at the Best Leadership Development Practices of Asia Awards - Recognized as 'Superbrand' by Superbrands® (UK) list for business-to-business brands - TCS UK & Ireland wins 'Company of the Year' and 'Social Responsibility project of the Year' - Employee Engagement Awards - Golden Peacock National Training Award - TCS' Passport Seva Project was awarded Triple ISO Certification # Sustainability - Dow Jones Sustainability Index 2015 # N Chandrasekaran: - Ranked 'Best CEO', Technology/ IT Services & Software sector - Institutional Investor's 2015 All-Asia Executive Team rankings - Qimpro Platinum Standard Award 2015 (Business) - Business Today's Best CEO (IT & ITES) - Appointed part-time non-official director on the central board of the RBI # Board of Directors - Cyrus Mistry (Chairman) - N Chandrasekaran (CEO & Managing Director) - Aman Mehta - V Thyagarajan - Prof. Clayton M Christensen - Dr. Ron Sommer - Dr. Vijay Kelkar - Ishaat Hussain - O. P. Bhatt - Phiroz Vandrevala - Aarthi Subramanian (Executive Director) # Company Secretary Suprakash Mukhopadhyay # Statutory Auditors Deloitte Haskins & Sells LLP # IFRS Auditors Deloitte Haskins & Sells LLP # Registered Office 9th Floor, Nirmal Building Nariman Point, Mumbai 400 021 Tel : 91 22 6778 9595 Fax : 91 22 6778 9660 Website : www.tcs.com CIN : L22210MH1995PLC084781 # Corporate Office TCS House Raveline Street, Fort Mumbai 400 001 Tel : 91 22 6778 9999 Fax : 91 22 6778 9000 E-mail: investor.relations@tcs.com # Registrars & Transfer Agents TSR DARASHAW Limited 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E."
+"Moses Road, Mahalaxmi Mumbai 400 011 Tel : 91 22 6656 8484 Fax : 91 22 6656 8494 E-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com # 30 ITCS Annual Report 2015-16 # Management Team |Function|Name| |---|---| |Corporate| | |Chief Executive Officer & Managing Director|N Chandrasekaran| |Global Head, Delivery Excellence, Governance & Compliance|Aarthi Subramanian| |Chief Financial Officer|Rajesh Gopinathan| |Global Head, Human Resources|Ajoyendra Mukherjee| |Company Secretary & Treasury|Suprakash Mukhopadhyay| |Marketing|John Lenzen| |Communication|Pradipta Bagchi| |Research & Development|K Ananth Krishnan| |Legal|Vishwanathan Iyer| |Geography Heads| | |North America, UK & Europe|Surya Kant| |Latin America|Henry Manzano| |India, Middle-East & Africa|Ravi Viswanathan| |Asia Pacific|Girish Ramachandran| |Japan|AS Lakshminarayanan| |Strategic Growth Unit Heads| | |Financial Solutions|NG Subramaniam| |iON|Venguswamy Ramaswamy| |Industry Service Unit Heads| | |Banking & Financial Services|K Krithivasan| |Banking & Financial Services|Susheel Vasudevan| |Banking & Financial Services|Ramanamurthy Magapu| |Insurance & Healthcare|Suresh Muthuswami| |Retail, Travel & Consumer Products|Pratik Pal| |Life Sciences, Manufacturing & Energy|Debashis Ghosh| |Manufacturing|Milind Lakkad| |Communication, Media & Information Services|Kamal Bhadada| |Service Unit Heads| | |Enterprise Solutions & Global Consulting Practice|Krishnan Ramanujam| |Engineering & Industrial Services|Regu Ayyaswamy| |Business Process Services|Dinanath Kholkar| |IT Infrastructure Services|P R Krishnan| |Assurance Services|Siva Ganesan| |Digital Enterprise Services & Solutions|Satya Ramaswamy| TCS Annual Report 2015-16 I31 ² ² ² ² † ² ² ² ² ² ² ² ² ² ² ² Marinc Linca OCS] Railway Station Mumboi Chhatf Matint Dryc OBirla Matoshri Hall Ndina 19 min Intc Continenial chion Slreci CRd Churchgnie Gnrand Font Jalaind Churchgate0 Cucle Garden Coun0 GHOD Aichanoe ² ² ² ² ² ² † ² ² ² ² † † ² ² ² ² ² † † ² ² ² ² ² ² ² # Notice Notice is hereby given that the twenty-first Annual General Meeting of Tata Consultancy Services Limited will be held on Friday, June 17, 2016 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, to transact the following business: 1. To receive, consider and adopt: the Audited Financial Statements of the Company for the financial year ended March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016, together with the Report of the Auditors thereon. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2015-16. To appoint a Director in place of Mr. Ishaat Hussain (DIN 00027891), who retires by rotation and, being eligible, offers himself for re-appointment and his term would be up to September 2, 2017. Ratification of Appointment of Auditors To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-second AGM of the Company to be held in the year 2017 to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."" Appointment of Branch Auditors To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Board be and is hereby authorized to appoint Branch Auditors of any branch office of the Company, whether existing or which may be opened / acquired hereafter, outside India, in consultation with the Company's Auditors, any person(s) qualified to act as Branch Auditors and to fix their remuneration."" # Notes: File: AR_TCS_2015_2016.md 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") setting out material facts concerning the business under Item Nos. 4 and 5 of the Notice, is annexed hereto. The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), of the person seeking re-appointment as Director under Item No. 3 of the Notice, are also annexed. 2."
+"A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the commencement of the AGM. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 3. The Register of Members and Share Transfer Books of the Company will be closed on Wednesday, June 8, 2016 and Thursday, June 9, 2016. 4. Members, Proxies and Authorised Representatives are requested to bring to the meeting, the Attendance Slip enclosed herewith, duly completed and signed, mentioning therein details of their DP ID and Client ID / Folio No. # Annual Report 2015-16 5. If the Final Dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on Friday, June 24, 2016 as under: 1. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on Tuesday, June 7, 2016; 2. To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company as of the close of business hours on Tuesday, June 7, 2016. 6. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, TSR DARASHAW Limited (TSRDL) to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to TSRDL. The Securities and Exchange Board of India (""SEBI"") has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to TSRDL. 7. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or TSRDL for assistance in this regard. 8. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TSRDL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. 9. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. 10. Members seeking any information with regard to the accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the AGM. 11. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website www.tcs.com (under 'Investors' section)."
+"Members holding shares in physical form may submit the same to TSRDL. Members holding shares in electronic form may submit the same to their respective depository participant. 12. Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, which have been amalgamated with the Company, have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the IEPF or the Company for the amounts so transferred. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2008-09 onwards for the Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, are requested to lodge their claims with TSRDL. It may be noted that the unclaimed Final Dividend for the financial year 2008-09 declared by the Company on June 30, 2009 can be claimed by the Members by June 29, 2016 and unclaimed Final Dividend for the financial year 2008-09 declared by erstwhile CMC Limited on June 26, 2009 can be claimed by the Members by June 25, 2016. Members' attention is particularly drawn to the ""Corporate Governance"" section of the Annual Report in respect of unclaimed dividend. The Ministry of Corporate Affairs ('MCA') on May 10, 2012 notified the Investor Education and Protection Fund (Uploading of information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. The objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends, 34 Notice as on the date of last AGM i.e. June 30, 2015, on the website of the IEPF viz. www.iepf.gov.in and under 'Investors' section on the website of the Company viz. www.tcs.com. # 13. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified. # 14. The Notice of the AGM along with the Annual Report 2015-16 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice and the Annual Report 2015-16 will also be available on the Company's website viz. www.tcs.com. # 15. To support the 'Green Initiative', Members who have not registered their e-mail addresses are requested to register the same with DPs / TSRDL. Members are requested to provide their e-mail address through SMS along with DP ID/Client ID to +91 9223990629 and ensure that the same is also updated with their respective DP for their demat account(s). The registered e-mail address will be used for sending future communications. # 16. The route map showing directions to reach the venue of the twenty-first AGM is annexed. # 17. In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM. # 18. The board of directors has appointed Mr. P. N. Parikh of M/s. Parikh & Associates, Practicing Company Secretaries (Membership No. FCS 327) and failing him Mr. Mitesh Dhabliwala, Practicing Company Secretary (Membership No."
+"FCS 8331) as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner. # 19. The facility for voting, either through electronic voting system or polling paper shall also be made available at the AGM and the Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM. # 20. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. # 21. The instructions for e-voting are as under: 1. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company / Depositories): # Annual Report 2015-16 # Instructions for Institutional Shareholders xi. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution and / or Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to tcs.scrutinizer@gmail.com, with a copy marked to evoting@nsdl.co.in. xii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) and e-voting user manual for shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no: 1800-222-990. # In case a Member receives physical copy of the Notice of the AGM (for Members whose e-mail addresses are not registered with the Company / Depositories): 1. Initial password is provided in the enclosed attendance slip: EVEN (E-voting Event Number) + USER ID and PASSWORD 2. Please follow all steps from Sl. No. 20. A (ii) to (xii) above, to cast vote. # Other Instructions 1. The e-voting period commences on Tuesday, June 14, 2016 (9.00 a.m. IST) and ends on Thursday, June 16, 2016 (5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, June 10, 2016 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to change it subsequently or cast vote again. 2. The voting rights of Members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting, as well as voting at the Meeting through electronic voting system or poll paper. 3. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting vote. If you forget your password, you can reset your password by using ""Forgot User Details / Password"" option available on www.evoting.nsdl.com. 4. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of conclusion of the Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. 5. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed."
+"By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Vice President and Company Secretary Mumbai, April 18, 2016 # Registered Office: 9th Floor, Nirmal Building Nariman Point Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com # Notice # Explanatory Statement # (Pursuant to Section 102 of the Companies Act, 2013) As required by Section 102 of the Companies Act, 2013 (""Act""), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 4 and 5 of the accompanying Notice: # Item No. 4 This explanatory statement is provided though strictly not required as per Section 102 of the Act. Deloitte Haskins & Sells LLP, (ICAI Firm Registration No. 117366W/W-100018), Chartered Accountants, Mumbai were appointed as the statutory auditors of the Company for a period of three years at the Annual General Meeting (AGM) of the Company held on June 27, 2014, to hold office from the conclusion of the nineteenth AGM till conclusion of the twenty-second AGM to be held in the year 2017. As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. Accordingly, ratification of the members is being sought for appointment of statutory auditors as per the proposal contained in the Resolution set out at item no. 4 of the Notice. The Board commends the Resolution at item No. 4 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs is concerned or interested in the Resolution at Item No. 4 of the accompanying Notice. # Item No. 5: The Company has branches outside India and may also open / acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches. The Members are requested to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration. The Board commends the Resolution at Item No. 5 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs is concerned or interested in the Resolution at Item No. 5 of the accompanying Notice. By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Vice President and Company Secretary Mumbai, April 18, 2016 # Registered Office: 9th Floor, Nirmal Building Nariman Point Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com Notice 37 # Annual Report 2015-16 # Details of Director Seeking Re-appointment at the Annual General Meeting |Particulars|Mr. Ishaat Hussain| |---|---| |Date of Birth|September 2, 1947| |Date of Appointment|January 5, 2010| |Qualifications|- Bachelor's degree in Economics from Delhi University - Chartered Accountant from England and Wales - Completed the Advanced Management Program conducted by Harvard University - Wide experience in Finance | |Directorships held in other public companies (excluding foreign companies and Section 8 companies)|- Tata Sons Limited - Tata Steel Limited - Voltas Limited - Tata Teleservices Limited - Tata Sky Limited - Tata AIG General Insurance Company Limited - Tata AIA Life Insurance Company Limited - Tata Capital Limited - The Bombay Dyeing & Manufacturing Company Limited | |Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee)|- Audit Committee - Tata Steel Limited - Tata Teleservices Limited* - Tata Sky Limited - Tata AIA Life Insurance Company Limited - The Bombay Dyeing & Manufacturing Company Limited* - Stakeholders' Relationship Committee - Tata Steel Limited* | |Number of shares held in the Company|1,740| *Chairman of the Committee For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of Mr. Ishaat Hussain, please refer to the Corporate Governance Report. # Notice # Directors' Report 39 # Annual Report 2015-16 # Directors' Report To the members, The directors submit annual report of Tata Consultancy Services Limited (the ""Company"" or ""TCS"") along with the audited financial statements for the financial year (FY) ended March 31, 2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1."
+"Financial results | |Unconsolidated| |Consolidated| | |---|---|---|---|---| | |2015-16|2014-15|2015-16|2014-15| |Revenue from operations|85,863.85|73,578.06|108,646.21|94,648.41| |Operating expenditure|58,914.64|52,549.86|78,056.42|70,166.70| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|26,949.21|21,028.20|30,589.79|24,481.71| |Other income (net)|3,740.20|4,466.73|3,053.87|3,229.91| |Finance costs|13.58|79.57|19.83|104.19| |Depreciation and amortisation expense|1,559.19|1,393.77|1,947.96|1,798.69| |Profit before exceptional item and tax|29,116.64|24,021.59|31,675.87|25,808.74| |Exceptional item|-|528.38|-|489.75| |Profit before tax (PBT)|29,116.64|24,549.97|31,675.87|26,298.49| |Tax expense|6,233.94|5,293.01|7,300.93|6,238.79| |Profit for the year before minority interest|22,882.70|19,256.96|24,374.94|20,059.70| |Minority interest|-|-|83.12|207.52| |Profit for the year (PAT)|22,882.70|19,256.96|24,291.82|19,852.18| |Adjustment for amalgamation of acquired subsidiaries|1,075.31|71.78|-|-| |Balance brought forward from previous year|35,779.06|36,420.45|39,012.65|39,504.51| |Amount available for appropriation|59,737.07|55,749.19|63,304.47|59,356.69| |Appropriations| | | | | |Interim dividends on equity shares (excluding tax)|3,251.22|10,772.92|3,251.22|10,772.92| |Proposed dividend on equity shares (excluding tax)|5,320.16|4,700.95|5,320.16|4,700.95| |Tax on dividends (interim and proposed)|1,648.16|2,591.54|1,653.34|2,635.69| |Write back of tax on dividends of prior year|(18.72)|(20.97)|(18.72)|(20.97)| |Capital redemption reserve|-|-|110.48|255.57| |General reserve|2,288.27|1,925.69|2,303.77|1,953.64| |Statutory reserve|-|-|65.52|46.24| |Balance carried to balance sheet|47,247.98|35,779.06|50,618.70|39,012.65| (` 1 crore = ` 10 million) # 2. Issue of equity shares In pursuance of the scheme of amalgamation (""the Scheme"") sanctioned by the Hon'ble High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the Hon'ble High Court of Judicature at Hyderabad vide its Order dated July 20, 2015, 1,16,99,962 equity shares of the Company were issued to the shareholders (other than the Company) of the erstwhile CMC Limited (""CMC"") on October 5, 2015, in the ratio of seventy nine (79) equity shares of ` 1 each of the Company, for every one hundred (100) equity shares of ` 10 each of CMC. As a result of this, the issued, subscribed and paid up capital of the Company has increased from ` 195.87 crores in FY 2014-15 to ` 197.04 crores in FY 2015-16. # 3. Dividend Based on the Company's performance, the directors are pleased to recommend for approval of the members a final dividend of ` 27 per share for the FY 2015-16 taking the total dividend to ` 43.50 per share (previous year ` 39 per share and special dividend of ` 40 per share). The final dividend on equity shares, if approved by the members would involve a cash outflow of ` 6,403.22 crores including dividend tax. The total dividend on equity shares including dividend tax for the FY 2015-16 would aggregate ` 10,219.54 crores, resulting in a payout of 44.66% of the unconsolidated profits of the Company. # 4. Transfer to reserves The Company proposes to transfer ` 2,288.27 crores to the general reserve out of the amount available for appropriation and an amount of ` 47,247.98 crores is proposed to be retained in the profit and loss account. # 5. Company's performance On consolidated basis, revenue from operations for FY 2015-16 at ` 1,08,646.21 crores was higher by 14.79% over last year (` 94,648.41 crores in FY 2014-15). Earnings before interest, tax, depreciation and amortisation (""EBITDA"") was ` 30,589.79 crores registering a growth of 24.95% over EBITDA of ` 24,481.71 crores in FY 2014-15. Profit after tax (""PAT"") for the year was ` 24,291.82 crores recording a growth of 22.36% over the PAT of ` 19,852.18 crores of FY 2014-15. On unconsolidated basis, revenue from operations for FY 2015-16 at ` 85,863.85 crores, was higher by 16.70% over last year (` 73,578.06 crores in FY 2014-15). EBITDA at ` 26,949.21 crores registered a growth of 28.16% over the EBITDA of ` 21,028.20 crores in FY 2014-15. PAT for the year was ` 22,882.70 crores registering a growth of 18.83% over the PAT of ` 19,256.96 crores in FY 2014-15. # 6. Human resource development As every industry globally is being re-shaped by digital technologies, individuals are transforming themselves to stay relevant and succeed in a digital world. The focus of the Company has been to leverage digital re-imagination to drive growth and efficiency of business models, products and services, business processes as well as the workplace. This helps deliver a superior experience to every key stakeholder, viz. customers, employees, investors and the community. Successful delivery of digital initiatives is contingent on gaining new capabilities in multiple digital technologies that are evolving at a rapid pace. The Company invested in developing new digital learning delivery platforms and content creation. These quick adoptions of expanded learning architecture enabled the Company to successfully train more than 120,000 employees on digital technologies in FY 2015-16. This new disruptive vision in learning and development has driven career growth of a large cross-section of the distributed as well as diverse workforce and helped them realise their potential. The Company hired and integrated 90,182 employees across the globe in FY 2015-16. This is the highest gross addition done by the Company during any year."
+"Employees of erstwhile CMC Limited were welcomed into the global TCS family and assisted to integrate. A smooth transition and integration into TCS has been possible due to the Company's well-established people processes, emphasis on personal connect and concerted effort by cross functional integration teams. The Company has 353,843 employees representing 129 nationalities working across 55 countries. On gender diversity, the Company is one of the largest employers of women in India, constituting 33.8% of the global workforce with a growing number in senior positions. The Company's social collaborative platform - 'Knome' continues to transform the way TCSers interact socially as well as professionally. As a progressive organisation, workforce policies and benefits have been periodically reviewed for continued relevance to employees' needs and to keep abreast of market practices. One of the flagship programmes of TCS, 'Purpose4Life', saw an overwhelming participation from TCSers globally, contributing over 600,000 hours of volunteering effort to make a positive impact in their communities. The Company's Health and Safety Policy commits to providing a healthy and safe work environment to employees. The 'Fit4life' initiative, with an active participation of employees across the world, creates a culture of healthy lifestyles by building a fraternity of health and fitness-conscious employees. Safety of employees remains an important focus for the organisation. 'Safety First' initiative was launched last year and safety champions in various locations have run several programmes in order to advocate the importance of safety consciousness and awareness. # Annual Report 2015-16 File: AR_TCS_2015_2016.md Employee inputs from 'PULSE', the Company's annual global employee satisfaction and engagement survey, were analysed to gain necessary insight into the needs of the diverse workforce. This has helped the Company design required interventions to enhance the level of employee engagement. The Company continues its focus on employee retention. The Company's performance-driven culture with a strong focus on employees' career aspirations, rewards & recognition and total-welfare helped maintain a low attrition rate of 15.5% in FY 2015-16. Various engagement initiatives under 'Maitree', employee welfare initiatives, healthcare & wellbeing benefits, stress management programmes, all add up to providing the employees with a complete career solution which creates a highly engaged place to work. The Company has been certified as the Global Top Employer by Top Employers Institute. It got rated as the No. 1 Top Employer in UK & Europe and recognised as a Top Employer in 24 countries during FY 2015-16. This award is in recognition of the Company's talent strategy, workforce planning, on-boarding, learning & development, performance management, leadership development, career & succession management, compensation & benefits as well as Company culture. # 7. Quality initiatives The Company has sustained its commitment to the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes that have collectively helped achieve significant milestones during the year. The Company continues to maintain enterprise-wide highest maturity Level 5 for CMMI-DEV® (Development) version 1.3 and CMMI-SVC® (Services) version 1.3. The Company continues to adhere to ISO certification enterprise-wide for ISO 20000:2011 (Service Management), ISO 27001:2013 (Security Management) and ISO 22301:2012 (Business Continuity Management) standards. The Company has also been recommended for certification against the latest ISO 9001:2015 (Quality Management) standard and is one of the early adopters of this new ISO standard which was released in September 2015. The Company is enterprise-wide certified for ISO 14001:2004 (Environmental Management) and BS OHSAS 18001:2007 (Occupational Health and Safety Management) which demonstrates TCS' strong commitment to the environment and the occupational health and safety of its employees and business partners. The Company also continues to maintain industry specific quality certifications viz., AS 9100 (Aerospace Industry), ISO 13485 (Medical Devices) and TL 9000 (Telecom Industry). The foundation of these certifications is TCS' integrated Quality Management System (iQMSTM), a process-driven and customer-centric system providing a 'One Global Service Standard'. iQMSTM is the backbone that supports TCS' global network delivery model (GNDMTM). iQMS TM continues to be enhanced for emerging service lines and delivery methodologies. The Company further invests in frameworks to enable best practice sharing and continuous risk management. The Company has a strong mechanism for listening to the Voice of Customer through satisfaction surveys at Project level and Executive level. The feedback is analysed across multiple dimensions to drive improvement in Customer experience. The Company has significant focus on continuous improvements in Customer engagements as well as internal operations leveraging best-in-class methodologies. These initiatives have helped our teams proactively drive improvements and provide business value to our Customers."
+"The Company continues to invest in Knowledge Management and collaboration practices and platforms to enable learning and sharing. At the annual 'Knowledge Management' India summit, hosted by the Confederation of Indian Industries (CII) in February 2016, the Company was recognized as an Indian 'Most Admired Knowledge Enterprise' (MAKE) Winner. The Company received the prestigious MAKE award for the 11th time in India as well as Asia. In the Global Independent Operating Unit (IOU) MAKE award category, the Company received the award for the 6th time in a row and was ranked first for the year 2015. # 8. Subsidiary companies The Company has 61 subsidiaries as on March 31, 2016. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (""Act""). There has been no material change in the nature of the business of the subsidiaries. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. # 42 Directors' Report During the year, the following subsidiaries were incorporated: 1. Tata Consultancy Services Saudi Arabia was incorporated on July 30, 2015 in partnership with GE, with equity holding in the ratio of 76:24 between Tata Consultancy Services Netherlands BV and GE. It is the first all-women business process and IT services centre in Riyadh, Kingdom of Saudi Arabia, and has achieved the milestone of employing 1,000 highly skilled women, 85% of whom are local nationals, providing long term career opportunities to women in the region. This center provides services to several clients operating in multiple countries in the Middle East region. 2. Tata Consultancy Services Chile S.A. and TCS Inversiones Chile Limitada subscribed to 100% share capital of Technology Outsourcing S.A.C, an information technology service provider in Peru on October 30, 2015. During the year, CMC was amalgamated with the Company pursuant to the Orders of the Hon'ble High Court of Judicature at Bombay and the Hon'ble High Court of Judicature at Hyderabad. Consequently, the entire business, assets, liabilities, duties and obligations of CMC were transferred to and vested in the Company with effect from the appointed date, i.e. April 1, 2015. # 9. Directors' responsibility statement Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2015-16. # 10. Directors and key managerial personnel Pursuant to the provisions of section 149 of the Act, Mr. Aman Mehta, Mr. V. Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Dr. Vijay Kelkar and Mr. O. P."
+"Bhatt were appointed as independent directors at the annual general meeting of the Company held on June 27, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Mr. Ishaat Hussain retires by rotation and being eligible has offered himself for re-appointment. If re-appointed, his term would be up to September 2, 2017, in accordance with the retirement age policy for directors of the Company. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director, Mr. Rajesh Gopinathan, Chief Financial Officer and Mr. Suprakash Mukhopadhyay, Company Secretary. There has been no change in the key managerial personnel during the year. # Annual Report 2015-16 # 11. Number of meetings of the board Eight meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. # 12. Board evaluation The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (""SEBI Listing Regulations""). The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. # 13. Policy on directors' appointment and remuneration and other details The Company's policy on directors' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report. # 14. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report. # 15. Audit committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. # 16. Auditors Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the nineteenth annual general meeting (AGM) of the Company held on June 27, 2014 till the conclusion of the twenty second AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. # 17. Auditors' report and secretarial auditors' report The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. # 18."
+"Risk management The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. # 44 Directors' Report # 19. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. # 20. Transactions with related parties None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report. # 21. Corporate social responsibility The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company (URL: www.tcs.com/investors). # 22. Extract of annual return As provided under section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report. # 23. Particulars of employees The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: |Name of the directors|Ratio to median remuneration| |---|---| |Non-executive directors| | |Mr. Cyrus Mistry|-| |Mr. Aman Mehta|41.22| |Mr. V. Thyagarajan|28.67| |Prof. Clayton M. Christensen|22.40| |Dr. Ron Sommer|30.47| |Dr. Vijay Kelkar|24.19| |Mr. Ishaat Hussain|31.36| |Mr. O. P. Bhatt|25.09| |Mr. Phiroz Vandrevala|11.65| |Executive directors| | |Mr. N. Chandrasekaran|459.84| |Ms. Aarthi Subramanian|49.31| # Annual Report 2015-16 # b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: |Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary|% increase in remuneration in the financial year| |---|---| |Mr. Cyrus Mistry|-| |Mr. Aman Mehta|(-) 8.00| |Mr. V. Thyagarajan|(-) 13.51| |Prof. Clayton M. Christensen|(-) 19.35| |Dr. Ron Sommer|(-) 10.53| |Dr. Vijay Kelkar|(-) 3.57| |Mr. Ishaat Hussain|-| |Mr. O. P. Bhatt|3.70| |Mr. Phiroz Vandrevala|30.00| |Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director|20.56| |Ms. Aarthi Subramanian, Executive Director*|-| |Mr. Rajesh Gopinathan, Chief Financial Officer|38.67| |Mr. Suprakash Mukhopadhyay, Company Secretary|24.08| * Ms. Aarthi Subramanian was appointed on March 12, 2015, therefore, increase in her remuneration not provided. # c. The percentage increase in the median remuneration of employees in the financial year: 9.20% # d. The number of permanent employees on the rolls of Company: 353,843 # e. The explanation on the relationship between average increase in remuneration and Company performance: On an average, employees received an annual increase of 8% in India. Employees outside India received wage increase varying from 2% to 4%. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organisation performance, apart from an individual's performance. # f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: |Aggregate remuneration of key managerial personnel (KMP) in FY 16 (` crores)|33.02| |---|---| |Revenue (` crores)|85,863.85| |Remuneration of KMPs (as a % of revenue)|0.04| |Profit before Tax (PBT) (` crores)|29,116.64| |Remuneration of KMP (as a % of PBT)|0.11| # g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year: |Particulars|March 31, 2016|March 31, 2015|% Change| |---|---|---|---| |Market Capitalisation ( ` crores)|495,769.52|498,897.81|(-) 0.63| |Price Earnings Ratio|21.67|25.13|(-) 13.77| # 46 Directors' Report # h."
+"Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: |Particulars|March 31, 2016|August 19, 2004|August 19, 2004|% Change*| |---|---|---|---|---| |Market Price (NSE)|2,520.30|850.00|212.50|1086.02| |Market Price (BSE)|2,516.05|850.00|212.50|1084.02| *Adjusted for 1:1 bonus issue in 2006 and 2009 # i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 8%. However, during the course of the year, the total increase is approximately 12%, after accounting for promotions and increase in hiring salaries for trainees. Increase in the managerial remuneration for the year was 33.09%. # j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: | |Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director|Ms. Aarthi Subramanian, Executive Director|Mr. Rajesh Gopinathan, Chief Financial Officer|Mr. Suprakash Mukhopadhyay, Company Secretary| |---|---|---|---|---| |Remuneration in FY16 (` crores)|25.66|2.75|2.98|1.63| |Revenue (` crores)|85,863.85|85,863.85|85,863.85|85,863.85| |Remuneration as % of revenue|0.030|0.003|0.003|0.002| |Profit before Tax (PBT) (` crores)|29,116.64|29,116.64|29,116.64|29,116.64| |Remuneration (as % of PBT)|0.088|0.009|0.010|0.006| Note: Please refer to the note given under Section III.B.vii.b on page no. 112 of the Corporate Governance Report. # k. The key parameters for any variable component of remuneration availed by the directors: The members have, at the AGM of the Company on June 27, 2014, approved payment of commission to the non-executive directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the board of directors and distributed amongst the non-executive directors based on their attendance and contribution at the board and certain committee meetings, as well as the time spent on operational matters other than at meetings. # l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None. # m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. # n. The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. Directors' Report 47 # Annual Report 2015-16 # 24. Disclosure requirements As per SEBI Listing Regulations, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 34 of the SEBI Listing Regulations, a business responsibility report is attached and forms part of this annual report. # 25. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 26. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy: Energy conservation continues to be an area of focus for TCS. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices."
+"The key initiatives towards conservation of energy were: - adding LEED certified green buildings to real estate portfolio with a strong focus on energy efficiency at design stage itself; - improved monitoring of energy consumption through smart metering and integration with building management systems; - setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets; - creating awareness amongst associates on energy conservation through campaigns and events; - focussing on enhancing the component of renewable power in our power sourcing strategy (through on-site solar power generation and third party purchase as feasible); - extending green data center initiative to 28 data centers which contributes to energy efficiency (power utilisation efficiency) of these data centers; - increased focus on procurement of energy efficient equipment in line with our green procurement policy. In FY 2015-16, TCS has continued to invest in expanding its energy management programme by extensive metering and leveraging its IT capabilities to develop a leading edge, scalable, cloud based 'Internet of Things' (IoT) platform on which 107 sites of its India operations (excluding CMC sites) are integrated for visibility of energy consumption and monitoring. Of these, 95 sites have been under active energy monitoring and management. This has resulted in an absolute energy savings of about 12.5 million kwh during the year for these 95 sites, and an adjusted savings of 29 million kwh after adjusting for growth in employees and any baseline revisions. TCS has extended its enterprise wide certification under IS0 14001:2004 (Environmental Management System) covering its 115 offices globally. TCS was included in the prestigious Dow Jones Sustainability Index 2015 (world as well as emerging markets) for the third year in a row and was also included in the 'India Climate Disclosure Leadership Index' (CDLI), 2015. Data on reduction in energy consumption and consequent reduction in carbon footprint have been provided in the business responsibility report. # Technology absorption, adaption and innovation: The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology. # Research and Development (R&D): Specific areas in which R&D was carried out by the Company Research and Innovation at TCS are focused on two primary themes - digital technologies that are helping 're-imagine' the relationship between consumers and businesses across industries, and the continuing industrialisation of software and computing. The Internet of Things (IoT), a composite of several digital technologies, is enabling new services to consumers. A number of research and innovation projects contributed to IoT offerings. The TCS IoT platform that is based on # Research and Innovation Research into cyber-physical systems in the innovation labs is now the backbone for offerings made by business units in areas such as retail, healthcare, energy, manufacturing, transportation and infrastructure. The factory employee health and safety wearable platform launched this year runs on the TCS IoT platform and features a real time two-way SOS alert and response mechanism while monitoring critical health and environmental parameters such as heart rate, body skin temperature, fall detection, immobility and carbon monoxide levels of workers. Related projects such as 'ageing in place' with Singapore Management University and the work with MIT Media Labs continue to make progress. Drone based applications, especially infrastructure management and damage assessment, were another area of importance in systems research. The Company's research in the applications area focused on deep learning platforms bringing the power of analytics to several industries. Research in e-mail mining, voice analytics, natural language processing, robotics and services automation is ongoing. The Company continues to work on areas such as genomics and metagenomics towards personalising medicine. Under software research work progressed on formal methods in verification and validation, model driven organisations and service design. Solutions that have moved from research to business such as the neural automation platform Ignio and the social platform 'Knome', are creating impact. The accessibility platform is promoting universal design principles in applications, thereby enabling applications to become more inclusive and reach larger segments of society. File: AR_TCS_2015_2016.md The TCS Co-Innovation Network (TCS COINTM) programme is expanding its footprint, both in academia as well as emerging technologies and incubators. TCS has established relationships with new partners in Australia (the University of Technology, Sydney, the University of Western Sydney and University of New South Wales). The Company is engaging with The Royal College of Art (London) and the National Institute of Design Ahmedabad for Design related initiatives."
+"Apart from working through new and existing Academic Alliances, TCS Co-Innovation Network connected to several incubators and innovation hubs around the world. The full list is available at TCS Academic Alliances. The TCS Research Scholar Programme has funded 208 PhD scholars in five years (2010 -2015). The programme has been extended for another five years, by which the Company aims to support another 200 scholars through their doctoral work. The Company's research and innovation departments continue to be in close touch with customers through a series of Innovation Days. The Company triggered high quality discussions on new technologies with three editions of TCS Innovation Forum in North America (New York City, Chicago and Silicon Valley) and one in London, and with Co-Innovation Events in Sydney, Australia and Helsinki, Finland. TCS researchers published around 500 papers in academic conferences and journals. TCS has filed for 2,842 patents and has been granted 341 patents. TCS was recognised as the 'Top IP Driven Organisation of the Year' in the category of 'Large Enterprises' at 'CII Industrial Intellectual Property Award 2015'. For the 8th year in a row, TCS was on Forbes' Magazine's list of 'The World's Most Innovative Companies'. TCS innovators won many of the Tata Group awards such as for 'Challenges Worth Solving' and 'Tata Innovista'. 'e-Stetho', a product designed by TCS innovation labs - Kolkata, has won the '2016 Wearable Technology Product of the Year' award. Many researchers won individual awards in competitions. The Company will continue working on the major themes of digital re-imagination and industrialisation and explore areas related to software, data and decision sciences, cyber-physical systems and the intersection of multiple sciences and industry domains with computing technologies. # Expenditure on R&D TCS innovation labs are located in India and other parts of the world. These R&D centers, certified by Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. # Annual Report 2015-16 # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2015-16 and FY 2014-15 are given below: |Expenditure on R&D and innovation|Unconsolidated| |Consolidated| | |---|---|---|---|---| | |2015-16|2014-15|2015-16|2014-15| |a. Capital|2.65|1.06|2.65|1.76| |b. Recurring|229.57|191.56|234.29|223.31| |c. Total R&D expenditure (a+b)|232.22|192.62|236.94|225.07| |d. Innovation center expenditure|780.36|620.62|884.42|684.18| |e. Total R&D and innovation expenditure (c+d)|1,012.58|813.24|1,121.36|909.25| |f. R&D and innovation expenditure as a percentage of total turnover|1.18%|1.11%|1.03%|0.96%| # Foreign exchange earnings and outgo Export revenue constituted 92.80% of the total unconsolidated revenue in FY 2015-16 (93.37% in FY 2014-15). |Foreign exchange earnings and outgo|2015-16|2014-15| |---|---|---| |a. Foreign exchange earnings|81,884.73|71,818.32| |b. CIF Value of imports|502.10|570.61| |c. Expenditure in foreign currency|29,554.53|24,745.56| # 27. Acknowledgement The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the governments of various countries, Government of India, governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the TCS family. On behalf of the board of directors Cyrus Mistry Mumbai, April 18, 2016 Chairman # 50 Directors' Report # Annexure I # Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) # Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto: # 1. Details of contracts or arrangements or transactions not at arm's length basis: Tata Consultancy Services Limited (the Company) has not entered into any contract/arrangement/transaction with its related parties which is not in ordinary course of business or at arm's length during FY 2015-16. The Company has laid down policies and processes/procedures so as to ensure compliance to the subject section in the Companies Act, 2013 (""Act"") and the corresponding Rules. In addition, the process goes through internal and external checking, followed by quarterly reporting to the Audit Committee."
+"- (a) Name(s) of the related party and nature of relationship: Not Applicable - (b) Nature of contracts/arrangements/transactions: Not Applicable - (c) Duration of the contracts / arrangements/transactions: Not Applicable - (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - (e) Justification for entering into such contracts or arrangements or transactions: Not Applicable - (f) Date(s) of approval by the Board: Not Applicable - (g) Amount paid as advances, if any: Not Applicable - (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable # 2. Details of material contracts or arrangement or transactions at arm's length basis: - a. Name(s) of the related party and nature of relationship: Not Applicable - b. Nature of contracts / arrangements / transactions: Not Applicable - c. Duration of the contracts / arrangements / transactions: Not Applicable - d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - e. Date(s) of approval by the Board, if any: Not Applicable - f. Amount paid as advances, if any: None Note: The above disclosures on material transactions are based on the principle that transactions with wholly owned subsidiaries are exempt for purpose of section 188(1) of the Act. On behalf of the board of directors Cyrus Mistry Mumbai, April 18, 2016 Chairman Directors' Report 51 # Annual Report 2015-16 # Annexure II # ANNUAL REPORT ON CSR ACTIVITIES 1. A brief outline of the company's CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes: TCS' CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental sustainability including biodiversity, energy & water conservation. Also embedded in this objective is support to the marginalised cross section of the society by providing opportunities to improve their quality of life. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. In India, the CSR projects carried out in FY 2015-16 such as training of J&K youth to promote employability, providing functional literacy to adults, technology support to cancer research institutes and hospitals, training of women to encourage entrepreneurship, education of underprivileged children, construction of sanitation facilities in rural schools, support to disaster relief efforts, maintenance of Chinnappanahalli lake, etc. have benefitted the target communities across the country. Details of the CSR policy and projects or programmes undertaken by the Company are available on the website of the Company. In other countries of operation, the Company's CSR projects are designed and implemented to address the needs of the local community. Projects such as goIT, IT Futures and work experience programme have been created to specifically address the science, technology, engineering and mathematics (STEM) education skill gap. The Company's global CSR expenditure and details of global programmes are elaborated in the Business Responsibility Report. 2. The composition of the CSR committee: The Company has a CSR committee of directors comprising of Mr. Cyrus Mistry, Chairman of the Committee, Mr. O. P. Bhatt and Mr. N. Chandrasekaran. 3. Average net profit of the company for last three financial years for the purpose of computation of CSR: ₹ 17,994 crores. 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ₹ 360 crores. 5. Details of CSR spent during the financial year: - Total amount to be spent for the financial year: ₹ 360 crores. - Amount unspent: ₹ 66 crores. Some of the large programmes in the areas of healthcare, education and promoting employability are multi-year projects. - Manner in which the amount spent during the financial year: Attached 6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Please refer to item no. 5(b) above. 7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company. N."
+"Chandrasekaran Chief Executive Officer and Managing Director Cyrus Mistry Chairman, Corporate Social Responsibility Committee Mumbai, April 18, 2016 # Directors' Report # 5(c) Manner in which amount spent during the financial year is detailed below: |Sr. No.|CSR Project or Activity|Sector in which the project is covered|Projects or programs identified|Amount Outlay (budget) (` in crores)|Amount spent on the projects or programmes (` in crores)|Cumulative Expenditure (` in crores)|Amount spent: Direct or through implementing agency| |---|---|---|---|---|---|---|---| |1|Training and educating children, women, elderly, differently abled, scholarships, special education and increasing employability|Promoting education, including special education|Pan India|123.18|71.16|71.72|Through implementing agency| |2|Disaster relief, tech support for hospitals including cancer institutes, financing hygienic sanitation|Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation|Pan India|131.93|71.30|78.96|Through implementing agency| |3|Childline software support to track missing children|Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups|Pan India|1.09|1.09|1.09|Direct| |4|Desilting, repair and maintenance of Chinnappanahalli Lake|Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga|Bangalore|0.18|0.06|0.06|Direct| |5|Contribution to Prime Minister's National Relief Fund|Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women|Pan India|4.44|4.44|4.44|Through implementing agency| |6|Contribution to Trusts engaged in CSR|Flood relief [Disaster relief covered under items of Schedule VII of the Companies Act, 2013]|Chennai|13.80|13.80|13.80|Through implementing agency| |7|Contribution to TCS Foundation|Various sectors covered by Schedule VII of the Companies Act, 2013|Pan India|120.00|118.07|118.07|Through implementing agency| |8|Support for the restoration and renovation of the heritage structure|Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts|Mumbai|4.70|0.30|3.66|Direct| Sub-total: 399.33 280.22 291.81 Overheads: 14.01 Total CSR Spend: 294.23 Directors' Report 53 # Annual Report 2015-16 # Annexure III # Form No. MGT-9 # EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2016 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] # I. REGISTRATION AND OTHER DETAILS: - i. CIN: L22210MH1995PLC084781 - ii. Registration Date: January 19, 1995 - iii. Name of the Company: Tata Consultancy Services Limited - iv. Category / Sub-Category of the Company: Company Limited by shares / Indian Non-Government Company - v. Address of the Registered office and contact details: - 9th Floor, Nirmal Building, - Nariman Point, - Mumbai 400 021. - Tel: 91 22 6778 9595 - Fax: 91 22 6778 9660 - Email: investor.relations@tcs.com - Website: www.tcs.com - vi. Whether listed company: Yes - vii. Name, Address and Contact details of Registrar and Transfer Agent, if any: - TSR DARASHAW Limited - 6-10, Haji Moosa Patrawala Industrial Estate - 20, Dr. E. Moses Road - Mahalaxmi - Mumbai 400 011 - Tel: 91 22 6656 8484 - Fax: 91 22 6656 8494 - Email: csg-unit@tsrdarashaw.com - Website: www.tsrdarashaw.com # II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated: |Sl. No.|Name and Description of main products / services|NIC Code of the Product / service|% to total turnover of the company| |---|---|---|---| |1.|Computer Programming, Consultancy and Related Activities|620|100| # 54 Directors' Report # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - |Sr."
+"No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |1.|Tata Sons Limited Bombay House, 24, Homi Modi Street, Mumbai 400 001|U99999MH1917PLC000478|Holding|73.26|2(46)| |2.|APTOnline Limited (formerly known as APOnline Limited) Kohinoor, e-Park Plot No.1, Jubilee Gardens, Hyderabad -500081, Telangana, India|U75142TG2002PLC039671|Subsidiary|89|2(87)| |3.|C-Edge Technologies Limited Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai 400 093, Maharashtra, India|U72900MH2006PLC159038|- do -|51|2(87)| |4.|MP Online Limited Nirupam, Shopping Mall, 2nd Floor, Ahmedpur, Hoshangabad Road, Bhopal - 462026, Madhya Pradesh, India|U72400MP2006PLC018777|- do -|89|2(87)| |5.|TCS e-Serve International Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U72300MH2007PLC240002|- do -|100|2(87)| |6.|MahaOnline Limited Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai - 400032, Maharashtra, India|U72900MH2010PLC206026|- do -|74|2(87)| |7.|TCS Foundation Nirmal, 9th floor, Nariman Point, Mumbai 400 021 Maharashtra, India|U74999MH2015NPL262710|- do -|100|2(87)| |8.|Tata Consultancy Services (Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|Not applicable|- do -|100|2(87)| |9.|Tata Consultancy Services (South Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|- do -|- do -|75|2(87)| |10.|Tata Consultancy Services Qatar S. S. C. 935 Al Fardan Office Tower, Al Fardan 61, P.O. Box No. 31316, Doha, State of Qatar|- do -|- do -|100|2(87)| |11.|Tata Consultancy Services Saudi Arabia th Akaria, Centre II, 7th Floor, Office No 712, Kingdom of Saudi Arabia|- do -|- do -|76|2(87)| |12.|Tata Consultancy Services Asia Pacific Pte Ltd. 60, Anson Road, # 18-01, Mapletree Anson, Singapore 079914|- do -|- do -|100|2(87)| |13.|Tata Consultancy Services Malaysia Sdn Bhd Level 8, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia|- do -|- do -|100|2(87)| |14.|Tata Consultancy Services (China) Co., Ltd. 1st floor, Tower D 3rd Block Zhongguancun Software Park Building No. 9, No. 8 Dongbeiwang West Road, Haidian District, Beijing, Peoples Republic of China|- do -|- do -|90|2(87)| |15.|PT Tata Consultancy Services Indonesia Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950|- do -|- do -|100|2(87)| Directors' Report 55 # Annual Report 2015-16 |Sr. No.|Name and Address of the Company|CIN / GLN|Holding/% of shares|Applicable Section| |---|---|---|---|---| |16|Tata Consultancy Services (Thailand) Limited 32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, Wattana District, Bangkok|- do -|100|2(87)| |17|Tata Consultancy Services (Philippines) Inc. 10th Floor Accralaw Tower, 30th St., cor 2nd Ave. E-Square IT Zone, Crescent Park West, Bonifacio Global City, Taguig City Philippines 1634|- do -|100|2(87)| |18|Tata Consultancy Services Japan, Ltd. 4th Floor, 38 Masonic Mt Building, 4-1-4 Shibakoen, Minato Ku, Tokyo 105-8551, Japan|- do -|51|2(87)| |19|Tata Consultancy Services Canada Inc. 400 University Avenue, 25th Floor, Toronto, Ontario M5G 1S5, Canada|- do -|100|2(87)| |20|Tata Consultancy Services De Espana S.A. C/ Santa Leonor 65, Edificio F 2planta 28037, Madrid, Spain|- do -|100|2(87)| |21|Tata Consultancy Services Deutschland GmbH Messeturm, D-60308 Frankfurt a.M., Germany|- do -|100|2(87)| |22|Tata Consultancy Services Netherlands BV Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam The Netherlands|- do -|100|2(87)| |23|Tata Consultancy Services Sverige AB Mäster Samuelsgatan, 42 SE 111 57, Sweden|- do -|100|2(87)| |24|Tata Consultancy Services Belgium S.A. Lenneke Marelaan 6, 1932 Sint-Stevens-Woluwe, Belgium|- do -|100|2(87)| |25|TCS Italia SRL Via Dei Piatti, 4, C/o. Business Centre Thurma, 20123 Milano, Italy|- do -|100|2(87)| |26|Diligenta Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|100|2(87)| |27|Tata Consultancy Services Portugal Unipessoal Limitada Av. José Gomes Ferreira, 15.7 U, 1495-139 Algés Portugal|- do -|100|2(87)| |28|Tata Consultancy Services Luxembourg S.A. Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg|- do -|100|2(87)| |29|Tata Consultancy Services Switzerland Ltd Thurgauerstrasse 36/38, 8050 Zurich, Switzerland|- do -|100|2(87)| |30|Tata Consultancy Services France SAS Tour Franklin - La Defense, 8 100-101 Quartier Boieldieu, 92042 Paris La Defense Cedex, Paris 92053, France|- do -|100|2(87)| |31|Diligenta 2 Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|100|2(87)| # Directors' Report # Directors' Report |Sr. No.|Name and Address of the Company|CIN / GLN|Holding/% of shares|Applicable Section| |---|---|---|---|---| |32|Tata Consultancy Services Osterreich GmbH Schottengasse 1, 1010 Wien, Austria|- do -|100|2(87)| |33|Tata Consultancy Services Danmark ApS C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark|- do -|100|2(87)| |34|Alti S.A. 88 de Villers, 92300 Levallois Perret, Paris, France|- do -|100|2(87)| |35|Planaxis Technologies Inc. 505, Boulevard de la Maisonneuve, Ouest H3A 3C2 Montréal (Quebec), Canada|- do -|100|2(87)| |36|ALTI HR S.A.S. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|100|2(87)| |37|ALTI INFRASTRUCTURES SYSTEMES & RESEAUX S.A.S."
+"88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|100|2(87)| |38|ALTI NV Lenneke Marelaan 6 - 1932 Zaventem, (Belgium)|- do -|100|2(87)| |39|Tescom (France) Software Systems Testing S.A.R.L. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|100|2(87)| |40|ALTI Switzerland S.A. Avenue Louis-Casaî - Genève, (Suisse)|- do -|100|2(87)| |41|TEAMLINK Struikheidestraat 2, 8020 Hertsberge - Belgique (Belgium)|- do -|100|2(87)| |42|TCS FNS Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|100|2(87)| |43|TCS Financial Solutions Australia Holdings Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|100|2(87)| |44|TCS Financial Solutions Australia Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|100|2(87)| |45|PT Financial Network Services Menara Prima # 16 - F, Jl. DR. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan, Jakarta Selatan, 12950 - Indonesia|- do -|100|2(87)| |46|TCS Financial Solutions Beijing Co., Ltd. (04) Floor 3, 10 Futong East Street, Chaoyang District, Beijing, Postcode : 100102, Peoples Republic of China|- do -|100|2(87)| |47|TCS Iberoamerica SA Colonia 1329; piso 3, Montevideo, Uruguay.|- do -|100|2(87)| |48|TCS Solution Center S.A. Ruta 8 km 17500, Zonamerica, Ed 60, Ecuador|- do -|100|2(87)| |49|Tata Consultancy Services Argentina S.A. Uspallata 3046; Ciudad Autónoma de Buenos Aires, Argentina (CP: C1437JCJ)|- do -|99.99|2(87)| # Directors' Report |Sr. No.|Name and Address of the Company|CIN / GLN|Holding/% of shares|Applicable Section| |---|---|---|---|---| |50|Tata Consultancy Services De Mexico S.A., De C.V. Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, México, D.F., México (Postal Code: 03100)|- do -|100|2(87)| |51|TCS Inversiones Chile Limitada Curico 18, Santiago, Chile|- do -|99.99|2(87)| |52|Tata Consultancy Services Do Brasil Ltda Av. Aruanã, 70. Tamboré - Barueri; São Paulo, Brazil (Postal Code: 06460-010)|- do -|100|2(87)| |53|Tata Consultancy Services Chile S.A. Curicó 18, piso 3, Oficina 502, Santiago, Chile|- do -|100|2(87)| |54|TATASOLUTION CENTER S.A Francisco Salazar E10-61 and Camilo Destruge Building INLUXOR 7th Floor; Quito, Ecuador|- do -|100|2(87)| |55|TCS Uruguay S.A. Colonia 1329; Piso 3, Montevideo, Uruguay (Postal Code: 11100)|- do -|100|2(87)| |56|Technology Outsourcing S.A.C Av. Nicolas Ayllon Nº 2491 (3er. Piso) El Agustino, Peru|- do -|100|2(87)| |57|MGDC S.C. Avenue Tizoc No. 97, Colonia Ciudad del Sol; Zapopan Jalisco, México, (Postal Code: 45050)|- do -|100|2(87)| |58|Tata America International Corporation 101, Park Avenue, 26th Floor, New York 10178, U.S.A.|- do -|100|2(87)| |59|CMC Americas Inc. 4354 South Sherwood Forest Building, Suit No 175, Baton Rouge, Louisiana 70816, U.S.A.|- do -|100|2(87)| |60|TCS e-Serve America, Inc. Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle County, Delaware - 19801 U.S.A.|- do -|100|2(87)| |61|MS CJV Investments Corporation C/o CSC Services of Nevada, Inc., (Commercial Registered Agent), 502 East John Street, Carson City, NV 89706, U.S.A.|- do -|100|2(87)| |62|CMC eBiz Inc Suit No. 400, Stonebridge Plaza II, 9600 North MoPac Expressway, AUSTIN, Texas-78759, U.S.A.|- do -|100|2(87)| # IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) # i. Category-wise Shareholding |Category of Shareholders|No. of Shares held at the beginning of the year i.e 01.04.2015|No. of Shares held at the end of the year i.e 31.03.2016|% of Total Shares|Change during the year| | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |A. Promoters| |Demat| |Physical|Total|% of Total|Demat|Physical|Total|% of Total| | | |a. Individuals / Hindu Undivided Family| | | |0|0|0|0|0|0|0|0|0| |b. Central Government / State Governments(s)| | | |0|0|0|0|0|0|0|0|0| |c. Bodies Corporate| |1,445,813,486| |0|1,445,813,486|73.814|1,445,125,286|0|1,445,125,286|73.341|(0.474)| | |d. Financial Institutions / Banks| | | |0|0|0|0|0|0|0|0|0| |e. Others - Trust| |1,607,624|0|1,607,624| |0.082|1,607,624|0|1,607,624|0.082|0.000| | |Sub-Total (A) (1)| |1,447,421,110|0|1,447,421,110| |73.896|1,446,732,910|0|1,446,732,910|73.423|(0.474)| | |2. Foreign| | | | | | | | | | | | | |a. Individuals (Non-Resident Individuals / Foreign Individuals)| | | |0|0|0|0|0|0|0|0|0| |b. Bodies Corporate| | | |0|0|0|0|0|0|0|0|0| |c. Institutions| | | |0|0|0|0|0|0|0|0|0| |d. Qualified Foreign Investor| | | |0|0|0|0|0|0|0|0|0| |e. Others - Trust| | | |0|0|0|0|0|0|0|0|0| |Sub-Total (A) (2)| | |0|0|0|0|0|0|0|0|0| | |Total Shareholding of Promoter and Promoter Group (A)| |1,447,421,110|0|1,447,421,110| |73.896|1,446,732,910|0|1,446,732,910|73.423|(0.474)| | |B. Public Shareholding| | | | | | | | | | | | | |1. Institutions| | | | | | | | | | | | | |a. Mutual Funds / UTI| |17,187,315| |1,773|17,189,088|0.878|21,568,174|1,773|21,569,947|1.095|0.217| | |b. Financial Institutions / Banks| |481,037| |2,703|483,740|0.025|1,006,863|2,703|1,009,566|0.051|0.027| | |c. Central Government / State Governments(s)|495,610| |0|495,610| |0.025|700,233|0|700,233|0.036|0.010| | |d. Venture Capital Funds| | | |0|0|0|0|0|0|0|0|0| |e. Insurance Companies| |73,858,592| |0|73,858,592|3.771|78,604,759|0|78,604,759|3.989|0.218| | |f. Foreign Institutional Investors| |292,590,035|0|292,590,035| |14.938|200,246,839|0|200,246,839|10.163|(4.775)| | # Annual Report 2015-16 |Category of Shareholders|No. of Shares held at the beginning of the year i.e 01.04.2015|No. of Shares held at the end of the year i.e 31.03.2016|% of Total Shares during the year| |---|---|---|---| |g. Foreign Venture Capital Investors|0|0|0| |h."
+"Qualified Foreign Investor|0|0|0| |i. Foreign Portfolio Investors (Corporate)|39,280,903|131,330,700|4.660| |j. Any Other (specify)|0|0|0| |Sub-Total (B) (1)|423,893,492|433,457,568|0.357| |2. Non-Institutions| | | | |a. Bodies Corporate|6,631,652|6,752,570|0.004| |b. Individuals -| | | | |i. Individual shareholders holding nominal share capital upto ` 1 lakh|63,515,258|64,948,729|0.050| |ii. Individual shareholders holding nominal share capital in excess of ` 1 lakh|14,053,858|14,112,114|(0.001)| |c. Qualified Foreign Investor|0|0|0| |d. Any Other|0|0|0| |i. Trusts|1,168,608|1,804,991|0.032| |ii. Foreign Companies|28|28|0.000| |iii. Clearing Members / Clearing House|817,539|1,458,692|0.032| |Sub-total (B) (2)|86,186,943|89,077,124|0.117| |Total Public Shareholding (B) = (B)(1)+(B)(2)|510,080,435|522,534,692|0.474| |TOTAL (A)+(B)|1,957,501,545|1,969,267,602|0.000| |C. Shares held by Custodians and against which Depository Receipts have been issued|0|0|0| |GRAND TOTAL (A)+(B)+(C)|1,957,501,545|1,969,267,602|0.000| # Directors' Report # ii. Shareholding of Promoters (including Promotor Group) |Sr. No.|Shareholder's Name|Shareholding at the beginning of the year 01.04.2015|Shareholding at the end of the year 31.03.2016|% change in shareholding during the year| |---|---|---|---|---| |1.|Tata Sons Limited|No. of Shares: 1,443,451,698 % of total Shares of the company: 73.69 % of Shares Pledged/encumbered to total shares: 1.33|No. of Shares: 1,443,451,698 % of total Shares of the company: 73.26 % of Shares Pledged/encumbered to total shares: 2.31|(0.44)| |2.|Jamsetji Tata Trust|No. of Shares: 1,160,280 % of total Shares of the company: 0.06 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 1,160,280 % of total Shares of the company: 0.06 % of Shares Pledged/encumbered to total shares: 0.00|0.00| |3.|Tata Industries Limited|No. of Shares: 1,029,700 % of total Shares of the company: 0.05 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 363,700 % of total Shares of the company: 0.02 % of Shares Pledged/encumbered to total shares: 0.00|(0.03)| |4.|AF-Taab Investment Company Limited|No. of Shares: 633,352 % of total Shares of the company: 0.03 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 611,352 % of total Shares of the company: 0.03 % of Shares Pledged/encumbered to total shares: 0.00|0.00| |5.|Tata Investment Corporation Limited|No. of Shares: 590,452 % of total Shares of the company: 0.03 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 590,452 % of total Shares of the company: 0.03 % of Shares Pledged/encumbered to total shares: 0.00|0.00| |6.|Navajbai Ratan Tata Trust|No. of Shares: 447,344 % of total Shares of the company: 0.02 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 447,344 % of total Shares of the company: 0.02 % of Shares Pledged/encumbered to total shares: 0.00|0.00| |7.|Tata International Limited|No. of Shares: 83,232 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 83,232 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|0.00| File: AR_TCS_2015_2016.md |8.|Tata Steel Limited|No. of Shares: 24,400 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 24,400 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|0.00| |9.|Tata Power Company Limited|No. of Shares: 452 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 452 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|0.00| |10.|Tata Capital Limited|No. of Shares: 200 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|No. of Shares: 0 % of total Shares of the company: 0.00 % of Shares Pledged/encumbered to total shares: 0.00|0.00| |Total| |No. of Shares: 1,447,421,110 % of total Shares of the company: 73.90 % of Shares Pledged/encumbered to total shares: 1.33|No. of Shares: 1,446,732,910 % of total Shares of the company: 73.42 % of Shares Pledged/encumbered to total shares: 2.31|(0.47)| # iii. Change in Promoters' (including Promotor Group) Shareholding (please specify, if there is no change) |SL No.|Name of the Shareholder|Shareholding at the beginning of the year as on 01.04.2015|Date|Reason|Increase/ Decrease in Shareholding|Cumulative Shareholding during the Year| |---|---|---|---|---|---|---| |1.|AF-Taab Investment Company Limited|No. of Shares: 633,352 % of Total Shares of the Company: 0.03|28.03.2016|Sale of shares|(22,000)|No. of Shares: 611,352 % of Total Shares of the Company: 0.03| |2.|Tata Industries Limited|No. of Shares: 1,029,700 % of Total Shares of the Company: 0.05|15.05.2015|Sale of shares|(666,000)|No. of Shares: 363,700 % of Total Shares of the Company: 0.02| |3.|Tata Capital Limited|No. of Shares: 200 % of Total Shares of the Company: 0.00|05.02.2016|Sale of shares|(200)|No. of Shares: 0 % of Total Shares of the Company: 0.00| # Annual Report 2015-16 # iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): |Sr."
+"No.|Top 10 Shareholders*|Shareholding at the beginning of the year|Cumulative Shareholding at the end of the year| |---|---|---|---| |1.|Life Insurance Corporation of India|No. of shares: 48,141,245 % of total shares of the company: 2.46|No. of shares: 58,521,537 % of total shares of the company: 2.97| |2.|Abu Dhabi Investment Authority|No. of shares: 16,325,578 % of total shares of the company: 0.83|No. of shares: 14,165,505 % of total shares of the company: 0.72| |3.|Government of Singapore|No. of shares: 9,095,739 % of total shares of the company: 0.46|No. of shares: 11,299,187 % of total shares of the company: 0.57| |4.|Oppenheimer Developing Markets Fund|No. of shares: 10,977,181 % of total shares of the company: 0.56|No. of shares: 8,309,112 % of total shares of the company: 0.42| |5.|National Westminster Bank Plc As Depository of First State Asia Pacific Leaders Fund a sub Fund of First State Investments ICVC|No. of shares: 7,706,168 % of total shares of the company: 0.39|No. of shares: 8,285,641 % of total shares of the company: 0.42| |6.|Europacific Growth Fund|No. of shares: 0 % of total shares of the company: 0.00|No. of shares: 7,966,000 % of total shares of the company: 0.40| |7.|Lazard Asset Management LLC A/C Lazard Emerging Markets Portfolio|No. of shares: 7,793,168 % of total shares of the company: 0.40|No. of shares: 7,682,828 % of total shares of the company: 0.39| |8.|Copthall Mauritius Investment Limited|No. of shares: 7,264,148 % of total shares of the company: 0.37|No. of shares: 7,361,719 % of total shares of the company: 0.37| |9.|Vanguard Emerging Markets Stock Index Fund, A series of Vanguard International Equity Index Fund|No. of shares: 8,550,350 % of total shares of the company: 0.44|No. of shares: 7,211,765 % of total shares of the company: 0.37| |10.|Aberdeen Global Indian Equity (Mauritius) Limited|No. of shares: 8,465,000 % of total shares of the company: 0.43|No. of shares: 7,122,473 % of total shares of the company: 0.36| *The shares of the Company are traded on a daily basis and hence the datewise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. # v. Shareholding of Directors and Key Managerial Personnel: |Sr. No.|Name|Date|Reason|Shareholding at the beginning of the year|Cumulative Shareholding during the year| |---|---|---|---|---|---| |1.|Mr. Cyrus Pallonji Mistry|1-Apr-2015| |No. of shares: 4,163,526 % of total shares of the company: 0.21|No. of shares: 4,163,526 % of total shares of the company: 0.21| | | |31-Mar-2016| | |No. of shares: 4,163,526 % of total shares of the company: 0.21| |2.|Mr. N. Chandrasekaran|1-Apr-2015| |No. of shares: 88,528 % of total shares of the company: 0.00|No. of shares: 88,528 % of total shares of the company: 0.00| | | |31-Mar-2016| | |No. of shares: 88,528 % of total shares of the company: 0.00| |3.|Mr. Ishaat Hussain|1-Apr-2015| |No. of shares: 1,740 % of total shares of the company: 0.00|No. of shares: 1,740 % of total shares of the company: 0.00| | | |31-Mar-2016| | |No. of shares: 1,740 % of total shares of the company: 0.00| |4.|Ms. Aarthi Subramanian|1-Apr-2015| |No. of shares: 2,800 % of total shares of the company: 0.00|No. of shares: 2,800 % of total shares of the company: 0.00| | | |31-Mar-2016| | |No. of shares: 2,800 % of total shares of the company: 0.00| |1.|Mr. Rajesh Gopinathan|1-Apr-2015| |No. of shares: 130 % of total shares of the company: 0.00|No. of shares: 130 % of total shares of the company: 0.00| | | |15-Jan-2016|Purchase of shares| |No. of shares: 1,000 % of total shares of the company: 0.00| | | |31-Mar-2016| |No. of shares: 130 % of total shares of the company: 0.00|No. of shares: 1,130 % of total shares of the company: 0.00| # 62 Directors' Report # V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment | |Secured Loans|Unsecured Loans|Deposits|Total Indebtedness| |---|---|---|---|---| |excluding deposits|Note 1|Note 2|Note 3| | |Indebtedness at the beginning of the financial year| | | | | |i) Principal Amount|86.24|186.61|10.50|283.35| |ii) Interest due but not paid|0.00|0.00|0.00|0.00| |iii) Interest accrued but not due|0.00|0.02|0.00|0.02| |Total (i+ii+iii)|86.24|186.63|10.50|283.37| |Change in Indebtedness during the financial year| | | | | |*** t on|90.57|0.00|2.00|92.57| |*** Re u t on|0.00|(184.88)|0.00|(184.88)| |Net Change|90.57|(184.88)|2.00|(92.31)| |Indebtedness at the end of the financial year| | | | | |i) Principal Amount|176.81|1.74|12.50|191.05| |ii) Interest due but not paid|0.00|0.00|0.00|0.00| |iii) Interest accrued but not due|0.00|0.01|0.00|0.01| |Total (i+ii+iii)|176.81|1.75|12.50|191.06| Notes: 1. These liabilities represent obligations under finance lease including current portion of obligations of ` 65.01 crores and bank overdraft of ` 111.80 crores as of March 31, 2016. 2."
+"These represent the bank overdraft of ` 1.16 crores and other borrowings as of March 31, 2016. 3. These are deposits received on account of sub-lease of premises and from vendors for contracts to be executed. # VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL # A. Remuneration to Managing Director, Whole-time Directors and / or Manager: |Sr. No.|Particulars of Remuneration|Name of MD/WTD/Manager|Total Amount| | |---|---|---|---|---| | | |Mr. N. Chandrasekaran CEO & MD|Ms. Aarthi Subramanian, ED| | |1.|Gross salary| | | | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|228.60|58.14|286.74| | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961|264.10|0.16|264.26| | |(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961|-|-|-| |2.|Stock Option|-|-|-| |3.|Sweat Equity|-|-|-| |4.|Commission|1,900.00|100.00|2,000.00| | |- as % of profit|0.066|0.003|0.069| |5.|Others, Allowances|173.23|116.86|290.09| |Total (A)| |2,565.93|275.16|2,841.09| |Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)| | | |288,216.50| Directors' Report 63 # Annual Report 2015-16 # B. Remuneration to other directors: (` Lakh) |Sr. No.|Particulars of Remuneration|Fee for attending board / committee meetings|Commission|Others, please specify|Total Amount| |---|---|---|---|---|---| |1.|Independent Directors| | | | | | |Mr. Aman Mehta|5.40|230.00|-|235.40| | |Mr. V. Thyagarajan|6.60|160.00|-|166.60| | |Prof. Clayton M. Christensen|2.40|125.00|-|127.40| | |Dr. Ron Sommer|4.80|170.00|-|174.80| | |Dr. Vijay Kelkar|4.80|135.00|-|139.80| | |Mr. O. P. Bhatt|7.80|140.00|-|147.80| |Total (1)| |31.80|960.00| |991.80| |2.|Other Non-Executive Directors| | | | | | |Mr. Cyrus Mistry|4.20|-|-|4.20| | |Mr. Ishaat Hussain|5.40|175.00|-|180.40| | |Mr. Phiroz Vandrevala|2.40|65.00|-|67.40| |Total (2)| |12.00|240.00| |252.00| |Total (B)=(1+2)| |43.80|1,200.00| |1243.80| |Total Managerial Remuneration| | |1,200.00| | | |Ceiling as per the Act (@ 1% of profits| | | |28,821.65| | |calculated under Section 198 of the Companies Act, 2013)| | | | | | # C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (` Lakh) |Sr. No.|Particulars of Remuneration|Key Managerial Personnel| |Total| |---|---|---|---|---| |1.|Gross salary|Mr. Rajesh Gopinathan, CFO|Mr. Suprakash Mukhopadhyay, Company Secretary| | | |a. Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|50.90|32.75|83.65| | |b. Value of perquisites u/s 17(2) of the Income-tax Act, 1961|0.40|25.54|25.94| | |c. Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961|-|-|-| |2.|Stock Option|-|-|-| |3.|Sweat Equity|-|-|-| |4.|Commission|-|-|-| |5.|Others, Allowances|246.73|104.48|351.21| |Total| |298.02|162.78|460.80| Note: Please refer to the note given under Section III.B.vii.b on page no. 112 of the Corporate Governance Report. # VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2016. # 64 Directors' Report # FORM No. MR-3 # SECRETARIAL AUDIT REPORT # FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company, the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2016 according to the applicable provisions of: 1. The Companies Act, 2013 ('the Act') and the rules made there under; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5."
+"The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; 4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period) 5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period) 6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable to the Company during the audit period); 7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) 8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period) 6. Other laws specifically applicable to the Company namely- 1. Information Technology Act, 2000 and the rules made thereunder; 2. Special Economic Zones Act, 2005 and the rules made thereunder; 3. Software Technology Parks of India rules and regulations; 4. The Indian Copyright Act, 1957; 5. The Patents Act, 1970; 6. The Trade Marks Act, 1999. Directors' Report 65 # Annual Report 2015-16 We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards issued by The Institute of Company Secretaries of India, with respect to board and general meetings. 2. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. However, the Company has spent an amount of ` 294 crores against the amount of ` 360 crores to be spent during the year towards Corporate Social Responsibility. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company that commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company had following event which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, standards, guidelines etc. CMC Limited (CMC) was amalgamated with the Company pursuant to the orders of the Hon'ble High Court of Judicature at Bombay and Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh sanctioning amalgamation of CMC with the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner Mumbai, April 18, 2016 FCS No: 327 CP No: 1228 This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. To, 'Annexure A' The members, Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2."
+"We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company. 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc. 5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner Mumbai, April 18, 2016 FCS No: 327 CP No: 1228 # Directors' Report # Management Discussion and Analysis 67 # Annual Report 2015-16 # Management Discussion and Analysis # 1. A Macro view In 2015, global economic activity remained subdued, with world output slowing down further to 3.1%1. Emerging markets and developing economies grew 4%, a year-on-year deceleration for the fifth consecutive year. Steep falls in oil prices, continued weakness in commodity prices, a slowdown in China and deep recessions in some large emerging market economies more than offset strong growth in India and some of the ASEAN economies. Developed economies which are key markets for information technology (IT) services grew a modest 1.9% in aggregate - US (2.4%), UK (2.2%), Euro Area (1.6%) and Japan (0.5%), hampered by weak demand, unfavorable demographics and low productivity growth. This was the weak macroeconomic backdrop against which large global corporations sought to become efficient even as they used technology to fend off business model challenges, establish competitive differentiation, show revenue & earnings growth and stay compliant in a shifting regulatory landscape. # 2. Overview of the industry The global market for outsourced IT - business process management (BPM) services grew a mere 0.4% over the prior year to $1.2 trillion. Within this, IT services registered a small decline of 0.2% year-on-year while package implementation grew 0.2% over the prior year and BPM grew 3% over the prior year. Sharp cross-currency movements during the year diminished the non-dollar denominated components of the global market when reported in USD. In terms of the drivers of growth, the relentless quest for efficiency continued in fiscal 2016, with management teams taking a more strategic approach to structural cost take out. Digital technology adoption progressed apace, with early projects delivering better than anticipated outcomes and resulting in larger and more ambitious digital re-imagination programmes taking wing. Some industries saw additional spending triggered by regulatory compliance activities. # 3. Our business TCS is an information technology services, consulting and business solutions company, servicing large global corporations across a range of industry verticals including banking, financial services & insurance, retail & consumer packaged goods (CPG), telecom, media & entertainment, manufacturing, hi-tech, life sciences & healthcare, energy, resources & utilities, travel, transportation & hospitality and government sectors. The Company's expertise in traditional and new age technologies extends across its full services portfolio of consulting and enterprise solutions, application development & maintenance, assurance services, engineering & industrial services, IT infrastructure services, business process services and asset leveraged solutions. These services are delivered through its unique global network delivery model (GNDM™), recognised as the benchmark of excellence in software development. With over 353,000 employees and a global delivery footprint that covers over 145 solution centers, TCS is amongst the world's top 10 IT service-providers. TCS' focus on execution excellence, its scale, domain expertise and its array of intellectual property have been recognised by customers, giving the Company tremendous traction in the various markets it operates in. The Company's compounded annual growth rate (CAGR) since fiscal 2007 is 21.6%, with industry-leading operating margins. # 4. Strategy The Company's strategy for longer term growth has been to (a) continually expand its addressable market by investing in newer geographies, newer industry verticals and newer service lines and (b) strengthen and deepen existing client relationships through a customer-centric approach, superior execution that gives clients an experience of certainty, a full services capability and a scalable global network delivery model (GNDMTM)."
+"The first element of strategy has resulted in a de-risked business portfolio that is broadly diversified across all three dimensions: geography, industry verticals and service lines, lending the business substantial resiliency from local or sectoral business cycle volatility. Details have been provided in discussion on revenue. The second element of strategy has resulted in very large, deep and enduring relationships with some of the world's largest corporations. Success in this area is measured by looking at the number of customers in each revenue bucket and how they progress up the revenue buckets with time. In fiscal 2016, the Company added 8 more clients in the $100 million+ revenue band, bringing the total to 37 and in the $10 million+ revenue band, the Company added 37 clients this year, bringing the total to 298. 1 http://www.imf.org/external/pubs/ft/survey/so/2016/NEW041216A.htm | |Fiscal 2011|Fiscal 2012|Fiscal 2013|Fiscal 2014|Fiscal 2015|Fiscal 2016| |---|---|---|---|---|---|---| |US$ 100m+ clients|8|14|17|24|29|37| |US$ 50m+ clients|27|43|52|53|68|73| |US$ 20m+ clients|81|99|121|136|162|173| |US$ 10m+ clients|143|170|211|231|261|298| |US$ 5m+ clients|208|245|290|354|389|429| |US$ 1m+ clients|458|522|638|714|791|829| # 5. Digital technologies TCS has been one of the earliest technology players to explicitly call out the deep impact that the digital forces would have on enterprises, consumers, governments and on societies. As enterprises dematerialised their assets and got hyper-connected, operations became more software-driven and generated masses of real time data which could be mined for actionable insights. Our Digital Reimagination™ framework provided a holistic roadmap for our customers to bring to bear the power of these new technologies while reinventing their business models, products and services, channels, customer segments, business processes and workplaces. In fiscal 2016, digital adoption continued apace and the Company's participation in customers' digital spending grew substantially. With the scale and scope of digital programmes increasing beyond the pure front-end space and pervading the rest of the underlying application stack, our scale and digital capability position us very strongly to become the preferred digital partner for more and more clients. Over half of our customers, spanning across every single industry vertical, have engaged TCS to partner them in their digital journey. Revenues from digital engagements constituted 13.8% of the Company's revenues in fiscal 2016, while in absolute terms, the digital revenues grew by 52.2% in constant currency over fiscal 2015. This substantial traction has been made possible by sustained, proactive investments made by TCS over the last several years across multiple areas so that when customers were ready to ramp up their investments in this exciting new space, the Company was more than ready to fulfill their requirements. Some of the investments are detailed in the following sections. # 5.1 Talent development in digital space The Company's early lead in digital came on account of proactively scaling up the digital talent pool within the organisation. In addition to expanding the Company's hiring programme to cover a broader spectrum of diverse skills, TCS is also investing heavily in a scalable programme to re-skill the workforce and endow employees with skills - soft skills, design skills, multi-technology skills and domain skills - that are critical to stay relevant in the digital era. At the center of this new approach is TCS' digital learning platform - an integrated ecosystem that combines virtual, physical and experiential learning infrastructure with high quality content and available any place, any time and on any device. The platform offers courses on a multitude of different digital tools, platforms and skill-sets, and allows individuals to pick what they want to learn, learn it the way they want to, and to the extent or depth that they require for a particular role. From a 'push' model of training, the Company has moved to an employee-centric 'pull' model, which is more in line with the demands of the digital era and also the millennial mindset. Employee feedback has been very positive and the outcomes have far exceeded expectations. In fiscal 2016, the Company has been able to impart over 349,000 competencies to over 120,000 employees. # 5.2 Next-generation delivery model One of TCS' operational innovations of the last decade, which served as a very powerful differentiator was the GNDM™, characterised by a global, interconnected workforce, integrated processes and a robust, multi-tiered collaboration and communication infrastructure. File: AR_TCS_2015_2016.md The GNDM™ fostered collaboration among globally distributed teams and the leveraging of common assets to seamlessly deliver consistently high service levels to customers, regardless of which part of the globe they chose to engage with TCS."
+"Today, the Company's global delivery footprint covers over 145 solution centers across 19 countries, and it is now almost routine for our large customers to be serviced by globally distributed teams located out of a dozen or more delivery locations. In the digital era, where customers are looking to TCS to help leverage new technologies to transform their businesses and gain competitive advantage, speed is of the essence, and agility is key. Consequently, new projects use 'Agile' or 'DevOps' by default. The Company has invested in building collaborative workspaces at its delivery centers to facilitate a very different style of working that Agile / DevOps entails and fine-tuned its delivery processes and controls. There is now a large and growing body of case studies of large, globally distributed programmes successfully using our GNDM™ to leverage Agile / DevOps. Management Discussion and Analysis # Annual Report 2015-16 # 5.3 Innovation The Company's success in emerging as the preferred transformational partner to some of the largest corporations has been on account of the highly innovative industry-specific solutions that we have proactively developed and showcased to our clients and prospects at our various innovation centers across the world, as well as at 'innovation days' organised with key customers and 'innovation forum' organised in key markets such as USA, UK and Australia. These solutions were built through a close collaboration between domain experts within each of the industry solution units, technology experts and researchers from our R&D group. In addition to industry-focused efforts, there are several cross-unit innovation programmes working on building solutions to address real-time compliance for the enterprise, real-time agile enterprise, global data marketplaces and applications of blockchain technologies. Software research focused on formal methods in verification & validation, design thinking, service design tools and creation of enterprise models for agile business operations. Several projects within the applications research area found successful pilot implementations among TCS customers including email analytics for problem resolution, service desk automation and image / video based auto part inspection. Other areas of focus for the R&D team during the year were integrated computational materials engineering, high performance computing, application programme interface (API) centric development, flexible supply chains and robotics. TCS' researchers also worked on cyber-physical systems focused on health sensing, drone based services, augmented & virtual reality, data privacy and security. To foster the innovation culture across the organisation, TCS ran ideathons, hackathons as well as innovation award competitions. Our Innovista award competition attracted 551 entries from across the organisation of which 37 teams qualified for the finals, with winning innovations in the categories of 'promising innovations', 'leading edge innovations' and 'dare to try innovations'. In fiscal 2016, TCS researchers presented about 500 papers at premier conferences and journals. 2,842 patents were filed and 341 patents were granted during the year. The Company continually looks for innovation outside the organisation as well, scouring the start-up universe for promising candidates whose products could be positioned as a integral part of a larger solution that address customers' business problems. Your Company has built a global start-up partnership ecosystem called COINTM (Co-Innovation Network) which actively engages with technology start-ups, academia and venture capitalists to identify innovative ideas on an ongoing basis from over 1,400 companies on our radar. TCS' COIN connected customers to innovation incubators such as 'Slush' in Europe, 'Start-up Bootcamps' in Asia, and 'Communitech' in Canada. Its innovation events in Sydney, London and Silicon Valley also provided a platform for start-ups to interact with the TCS ecosystem. The Company also got into research collaboration with reputed university research bodies as well as emerging tech companies in areas such as genomics, integrated computation materials engineering, supply chain, model driven enterprises, on ideas that might disrupt the market. TCS has forged strategic alliances with academic institutions such as MIT Media Labs and the Carnegie Mellon University. # 5.4 Innovation workspaces To better facilitate joint ideation and co-innovation with our customers, TCS has invested in building unique co-innovation workspaces designed to encourage creativity, participation and collaboration. Two such facilities were inaugurated in fiscal 2016: - (a) The digital re-imagination studio in Santa Clara, equipped with workspaces and workshops and staffed with topnotch talent from across the world. The creative-led, multi-disciplinary teams at the studio work closely with our customers' teams, applying the principles of design thinking to ideate, develop and even prototype creative digital solutions to our customers' business problems."
+"- (b) The executive briefing center at our Banyan Park campus in Mumbai which provides visiting customers and prospects with an immersive experience of many of the transformational digital solutions we have already built across different industry verticals and also collaborate with our teams on developing innovative solutions to their specific business problems. # 5.5 Intellectual property TCS has had a history of investing in intellectual property, exemplified by the industry leading TCS BaNCS - a holistic suite of solutions for banks, capital market firms, insurance companies and diversified financial institutions. The Company has carried forward that tradition into the digital era and established a reputation for thought leadership and innovation among customers by investing in building out one of the largest portfolios of digital platforms and products, spanning the technology space, horizontal functions and industry-specific functions. Every one of these products and platforms has multiple customers and is gaining market traction. In June 2015, we launched ignio™, a neural automation system for IT operations in enterprises, creating a brand new category that we call 'services-as-a-software'. With its cognitive capabilities, ignio™ is technologically far ahead of other automation products in the market and within 9 months of launch, the product had been bought by 16 customers. The Company has filed 24 patents around ignio™ till date, and have some more in the pipeline. 70 Management Discussion and Analysis # Technology Products # Horizontal Products & Platforms dreamUP aclivearchive Ign1o TCS MasterCraft TCS @oudelusmore chrOMA Integrated Urban customct Tap Eexchange Intelligence & Insights TCS Accounts Payable moie # Vertical Products & Platforms TCS B NCS iON TCS ptumera OmniStore TCS mofe # 6. Human resources This achievement is the result of multi-pronged approach of right analytics, establishing TCS brand in the campuses, maintaining connect with prospective employees and a scalable green recruitment process. The success of integrating the new-entrants can be largely attributed to the innovative iBegin and iBelong platforms. The human resource (HR) function of the Company is focused around providing its 353,843 employees from 129 nationalities spread across 55 countries a meaningful and compelling environment. An environment which gives today's diverse, multi-generational and mobile engineering workforce the confidence to realise their potential and provide world class solutions to the customers. This positive and inspiring environment fosters innovation, stimulates performance culture and motivates employees to develop themselves personally and professionally. # Employee base 400,000353,843300,464319,656300,000276,196250,000238,583200,000198,614143,761160,429150,000111,407100,00050,0000 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 In fiscal 2016, faculty and students of over 900 institutes in India and abroad benefitted through wide range of academic interface programme (AIP) activities including technology awareness, contests and development of industry oriented curricula. The 17th edition of Sangam, the annual meeting with the heads of the institutes, was organized at Kochi and was very well attended by participants from India and abroad. In addition, TCS is working with Government of India and state governments in establishing five IIITs, under PPP model. Through TCS research scholarship programme, the Company has been supporting 228 research scholars from 33 institutes across India. # 6.2 Talent acquisition TCS' talent acquisition strategy is to hire right competencies required by the business at the right time. In fiscal 2016, the Company has hired 90,182 people, 74,009 in India and 16,173 outside India, into its workforce. This is the highest gross addition. Our unique student engagement portal ""Campus Commune"" continues its evolution and has more than 891,429 engineering students across 1,135 institutes as registered users. CodeVita, a global programming competition, is also part of this initiative. Management Discussion and Analysis 71 # Annual Report 2015-16 Competition was organised through Campus Commune and this was the 4th year for this competition. 197,639 students from 3,708 institutes across the globe registered for the competition and winners were from India and Czech Republic. # 6.3 Talent development, engagement and retention Developing employee competency and improving overall organisational capabilities is the key talent development focus of TCS. We continued investing in developing necessary platform and content to provide anytime anywhere learning opportunity to our employees worldwide. Learning programmes are also aided by constant coaching and mentoring to help learners with their career development. Talent development in the Company has three distinct tracks - - Continuous development of technical, domain and process skills of the employees on continuous basis, and, - A combination of learning platform (iON), digital interactive class rooms (iQlass), virtual labs and competency tracking platform (iEvolve) facilitates learning opportunities for employees worldwide."
+"Scale, speed, spread and quality is ensured through these state of the art infrastructure and programme content. Aspire, our digital ILP breaks the geographic boundaries and facilitates the new joiners to be productive much faster. The need to strengthen and improve leadership pipeline is an important priority to keep up with the fast paced growth of the Company. Structured and systematic approaches to identify, assess, and develop leaders, starts at early stages of the career. LDP has custom made programmes for each level and career paths. Programmes are continuously reviewed and redesigned taking into consideration the dynamic nature of business and the global diverse workforce. Special programmes are launched to develop women employees for leadership roles, and they are yielding desired results. To give a quick start, a number of short videos (Nano programmes) have been developed to help our employees to gain knowledge on latest technological developments in the Digital space. As a special initiative, we embarked on a programme to train 100,000 employees on Digital technologies so as to be ready to meet the business demand. Today's new age workforce expects an employee-centric work environment where they can learn to grow and develop. 'CareerHub' is a platform enabling capture and fulfillment of career aspirations of employees and providing them a mentoring platform. Employees can choose their own mentor based on a match with their aspirational skill sets. 'Inspire', a specialised programme is used to groom and provide fast track career progression to high potentials. Structured coaching programme is used at senior leadership level to make them realise their full potential. Leadership review and assessment profile of all leaders ensures the maintenance of a healthy succession pipeline. The Company's in-house recognition portal 'GEMS' continues to recognise both team and individual performance, as well as reward employee behavior in line with the organisational values. TCS embarks on a sustainability journey by ensuring safety and healthy well-being of associates and protecting the environment. Initiatives like 'Safety First' emphasise on employee safety and security. TCSFit4life initiative creates a culture of fitness in the organisation by helping to build a fraternity of health and fitness conscious employees. 'Purpose4life' initiative enhances employee contribution to community projects in the areas of Education, Health and Environment. Robust employee engagement platforms including Maitree help in improving employee bonding within the organisation and promoting work-life balance, thereby, increasing employee retention. PULSE - TCS' annual employee engagement and satisfaction Survey, has showed an increase in employee satisfaction and employee engagement index this year. This is a measure that the employees have a sense of ownership for their Company and their support to ""One TCS"" belief. This feeling of camaraderie was seen during the recent Chennai floods where employees across the Company joined hands in the relief works. Apart from providing physical support, employees contributed over ` 4 crores towards relief operations. In fiscal 2016, the Company's attrition rate including BPS was 15.5%. | |Attrition rate| | | |---|---|---|---| |18.0%| | | | |16.0%| | | | |14.4%|14.9%|15.5%| | |14.0%|12.6%|11.8%|12.2%| |12.0%|11.4%|10.6%|11.3%| |10.0%| | | | |8.0%| | | | |6.0%| | | | |4.0%| | | | |2.0%| | | | |0.0%| | | | 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 # 6.4 Talent diversity Talent diversity and creating & sustaining an inclusive environment is important to the Company. The talent diversity framework provides structured initiatives focused at enhancing workplace diversity and inclusion at TCS. The CoE (Center of Excellence) on accessibility, works on 72 Management Discussion and Analysis # IT solutions for differently-abled individuals, aiding their integration into the workforce. An e-learning module, managing diverse teams (MDT), has been created specifically for managers to enable them to work in a diversity rich work environment. The organisation's progressive policies such as extended leave, special focus on security of women employees, customised programmes for re-orientation after long leave, focused mentoring, special leadership development programmes address the needs and aspirations of over 115,000 women employees employed with TCS. TCS continues to lead and share its diversity and inclusion practices through collaboration with various external forums such as partnering with the US government in launching million women mentors (MWM) programme. We pledged our commitment to UN Women's 'He-for-She' global campaign to engage men as champions of diversity. The all-women center for business processes and IT services set up in Riyadh, is a great example of providing long-term career opportunities to women. # 7."
+"Risk management and compliance A robust enterprise compliance management (ECM) framework and process has been deployed across the Company. The process is enabled by a digital platform that provides an enterprise-wide view of compliance across global locations. The Company ensures compliance of all applicable laws globally, including those relating to employment & immigration, taxation, forex and export controls, health, safety & environment (HSE), company laws, establishment, SEZ regulations, data privacy, anti-bribery & anti-corruption regulations and IT Security. A committee at corporate level oversees and monitors the deployment of the compliance function. Changes in the applicable regulations are tracked on a global basis. |Key Risks|Impact on the Company|Mitigation| |---|---|---| |Global economic scenario|Technology investments by corporates have shown strong correlations with GDP growth. The Company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. Depressed economic outlook in key markets can impact this spending and thereby constrain the Company's growth potential.|- Diversified across geographies and industry verticals - Focus on both discretionary as well as non-discretionary portions of client spend - Counter-cyclical support. | |Business model changes|The new disruptive digital technologies are ushering in transformational business model changes in client organisations. In this fast evolving ""Digital World of Experience"", there is increased competition, with a greater number of small niche players, in addition to pure play consulting companies.|- The Company is well placed to address this market opportunity. The Company continues to make necessary investments in talent development, alliance partnerships and assets creation. - Created across big data analytics & insights, digital marketing & channels, cloud & internet of things (IoT) and security cutting across a number of rapidly evolving digital technologies. | # Annual Report 2015-16 # Key Risks |Risk|Impact on the Company|Mitigation| |---|---|---| |Currency volatility|Volatility in currency exchange movements resulting in transaction and translation exposure. In FY16, the rupee has depreciated against most major currencies. The currency movements were driven by lower growth prospects, lower employment, near zero sticky inflation among the developed nations and falling commodity prices.|* Practices in place * Committee on regular basis.| |Global mobility|In view of different socio-economic and geo-political developments, increased challenges are being faced in terms of global mobility of skilled professionals. U.S has increased visa fees for H1B and L1 categories, in addition to other restrictive legislations being considered. U.K has accepted proposals for amendment to visa rules for Tier 2 category. Similar protectionist steps are being considered by some other countries.|* Engagement with stakeholders. Membership in important trade bodies and active engagement with institutions * Engineering and mathematics education (STEM), student technology awareness programme (goIT) and other community initiatives globally.| |Data privacy and protection|Stringent data protection & privacy laws are being enacted by many countries. They mandate protection of personally identifiable information (PII) and sensitive personal data and information (SPDI) and have strict restrictions for any cross border transmission of such personal data. Also such data has to be protected from access by any unauthorized individuals. Any violation or cyber security breach can result in liabilities and penalties.|* Focus on employee related agreements with respect to PII and SPDI * Engagement security management process * Data masking technologies to protect PII and SPDI.| |Cyber security|In a hyper connected digital world and with the increasing penetration of the IoT, enterprises are facing an increased exposure to vulnerabilities and threats. Businesses across the spectrum have been affected by cyber-attacks, with impacts ranging from reputational, to legal and financial losses. Enterprise defenses against cyber-attacks have also been impeded by the fast evolving nature of the threat, with new ways of perpetration emerging constantly.|* Detection solutions as well as continued reinforcement of stringent security policies and procedures * Controls, encryption of network traffic, sophisticated traffic monitoring and management tools and special fences against possible sources of threat.| |Global regulatory compliance|Increasing complexity of global regulatory compliance landscape has become one of the key concerns. This includes industry specific regulations such as Gramm-Leach-Bliley Act (GLBA), Health Insurance Portability and Accountability Act (HIPPA) etc., that need compliance as part of customer engagements.|Comprehensive global enterprise wide compliance management framework has been deployed across the Company. Global regulatory compliance certification is fully digitised and covers compliance across global locations. Changes in the applicable regulations are monitored and tracked on a global basis.| # Management Discussion and Analysis # PERFORMANCE HIGHLIGHTS TCS has been a consistent value creator for all its stakeholders with industry leading performance in metrics such as revenue, profitability, market capitalisation, resource pool etc."
+"Among global IT services companies, TCS is ranked second in market capitalisation and net income, third in headcount and fifth in revenues. (Source: Company reports, Gartner, Reuters). Also, TCS has maintained its track record of sharing the wealth created with its stakeholders. # Revenue trend | |Revenue| |---|---| |FY07|18,685| |FY08|22,620| |FY09|30,029| |FY10|37,325| |FY11|48,894| |FY12|62,989| |FY13|81,809| |FY14|94,648| |FY15|108,646| |FY16| | # Growth in industry verticals | |BFSI|Retail & CPG|Telecom, media & entertainment|Manufacturing|Others| |---|---|---|---|---|---| |FY07| | | | | | |FY08| | | | | | |FY09| | | | | | |FY10| | | | | | |FY11| | | | | | |FY12| | | | | | |FY13| | | | | | |FY14| | | | | | |FY15| | | | | | |FY16| | | | | | # Growth in geographic revenue | |North America|UK|Europe|India|Rest of the world| |---|---|---|---|---|---| |FY07| | | | | | |FY08| | | | | | |FY09| | | | | | |FY10| | | | | | |FY11| | | | | | |FY12| | | | | | |FY13| | | | | | |FY14| | | | | | |FY15| | | | | | |FY16| | | | | | # Growth in service lines | |IT solutions & services|Infrastructure services|Business process services|Industrial services|Engineering & Asset leveraged solutions| |---|---|---|---|---|---| |FY07| | | | | | |FY08| | | | | | |FY09| | | | | | |FY10| | | | | | |FY11| | | | | | |FY12| | | | | | |FY13| | | | | | |FY14| | | | | | |FY15| | | | | | |FY16| | | | | | # Earnings trends |PBT|Profit before taxes|PBT margin| |---|---|---| |FY07|5,846|26.3%| |FY08|6,150|25.8%| |FY09|8,290|22.1%| |FY10|11,021|30.6%| |FY11|13,923|29.2%| |FY12|18,090|31.1%| |FY13|25,402|28.5%| |FY14|28,926*|29.5%| |FY15|31,676|35.0%| |FY16| | | # Earnings per share | | | | | | | | | | | | |EPS| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | |FY07|71.0| | | | | | | | | | | | | | | |FY08|97.7| | | | | | | | | | | | | | | | |FY09|111.9*| | | | | | | | | | | | | | | | |FY10|123.3| | | | | | | | | | | | | | | |FY11| | | | | | | | | | | | | | | | | |FY12| | | | | | | | | | | | | | | | | |FY13| | | | | | | | | | | | | | | | | |FY14| | | | | | | | | | | | | | | | | |FY15| | | | | | | | | | | | | | | | |FY16| | | | | | | | *excluding one-time employee reward # Management Discussion and Analysis 75 # Annual Report 2015-16 # Cash flow from operating activities |Operating cash flow|Market capitalisation| |---|---| |21,581*|22,000| |19,369|600,000| |18,000|500,000| |16,000| | |14,000|11,615| |14,751|400,000| |12,000| | |10,000|7,406| |8,000| | |6,000|3,472| |6,977|200,000| |4,000|6,614| |3,895|5,409| |2,000| | |-| | FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 Operating cash flows *excluding payment of one time employee reward- # Cash utilisation since fiscal 2007 Of the available funds generated during fiscal 2007 to 2016, 55.87% has been appropriated towards dividend (including dividend tax and final dividend for fiscal 2016 to be paid post approval by shareholders). # Dividend Dividend (including final dividend and dividend distribution tax) and the payout ratio computed on consolidated profits have remained consistently high. The amount of dividend appropriated (excluding special dividend) has increased 16 times in the last ten years. In fiscal 2016, the payout ratio was 42%. # Cash usage |Dividends paid|Capex|Acquisitions, etc.|Invested funds| |---|---|---|---| |22.4%|20000|50.0%| | |18000| |37.2%|40.7%*42.0%| |16000| |36.9%|40.0%| |14000|30.7%|31.9%|35.2%| |12000|36.2%|9166|35.0%| |10000|30.5%|10206| | |8000|8922|25.0%| | |6000|7058|20.0%| | |4000|1820|15.0%| | |2000|2282|3189|5030| |0|1295|1603|1603| FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 Dividends Special dividends Dividend payout ratio (excl spl div) *excluding one-time employee reward # Management Discussion and Analysis # FINANCIAL PERFORMANCE - (CONSOLIDATED) The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as ""TCS"" or the Company) are prepared in compliance with the Companies Act, 2013 and generally accepted accounting principles in India (Indian GAAP)."
+"The discussions herein below relate to consolidated statement of profit and loss for the year ended March 31, 2016, consolidated balance sheet as at March 31, 2016 and the consolidated cash flow statement for the year ended March 31, 2016. The consolidated results are more relevant for understanding the performance of TCS. In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, TCS will follow the Indian Accounting Standards (Ind AS) for preparation of its financial statements from April 1, 2016. Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the consolidated financial statements 2 (a) to (q). # CONSOLIDATED FINANCIAL RESULTS - SUMMARY The revenue of the Company crossed one trillion rupees and aggregated ` 108,646.21 crores in fiscal 2016 (` 94,648.41 crores in fiscal 2015), registering a growth of 14.79%. For a like to like comparison, the financial performance and other operating parameters relevant to fiscal 2016 have been analysed with reference to the performance in fiscal 2015, without considering the impact of one-time employee reward (referred to as 'ex rewards') in fiscal 2015. # Other significant financial parameters of the Company are given below: - Earnings before interest, tax, depreciation and amortisation (EBITDA) The EBITDA aggregated ` 30,589.79 crores in fiscal 2016 (` 27,109.62 crores in fiscal 2015, ex rewards) - a growth of 12.84%. - Profit before tax (PBT) PBT aggregated ` 31,675.87 crores in fiscal 2016 (` 28,926.40 crores in fiscal 2015, ex rewards) - a growth of 9.51%. - Profit after tax (PAT) PAT aggregated ` 24,291.82 crores in fiscal 2016 (` 21,911.85 crores in fiscal 2015, ex rewards) - a growth of 10.86%. - Earnings per share (EPS) File: AR_TCS_2015_2016.md EPS aggregated ` 123.28 in fiscal 2016 (` 111.87 in fiscal 2015, ex rewards) - a growth of 10.20%. # Annual Report 2015-16 # DISCUSSIONS ON CONSOLIDATED FINANCIAL RESULTS The following table gives an overview of the financial results of the Company: | |Fiscal 2016|% growth|Fiscal 2015 - ex rewards|Fiscal 2015 - as reported| |---|---|---|---|---| |Revenue from operations|108,646.21|100.00|14.79|14.79| | |94,648.41|100.00|94,648.41|100.00| |Expenses| | | | | |Employee benefit expenses|41,769.08|38.44|15.79|7.93| | |36,073.24|38.12|38,701.15|40.89| |Overseas business expenses|13,678.65|12.59|11.91|11.91| | |12,223.20|12.91|12,223.20|12.91| |Services rendered by business associates and others|7,947.99|7.32|27.78|27.78| | |6,220.25|6.57|6,220.25|6.57| |Employee and BA related expenses|63,395.72|58.35|16.29|10.94| | |54,516.69|57.60|57,144.60|60.37| |Overseas business expenses (other than employee allowances paid overseas)|1,161.34|1.06|1.81|1.81| | |1,140.71|1.21|1,140.71|1.21| |Operation and other expenses|13,499.36|12.43|13.62|13.62| | |11,881.39|12.55|11,881.39|12.55| |Total expenses|78,056.42|71.84|15.57|11.24| | |67,538.79|71.36|70,166.70|74.13| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|30,589.79|28.16|12.84|24.95| | |27,109.62|28.64|24,481.71|25.87| |Other income (net)|3,053.87|2.81|(5.45)|(5.45)| | |3,229.91|3.41|3,229.91|3.41| |Finance costs|19.83|0.02|(80.97)|(80.97)| | |104.19|0.11|104.19|0.11| |Depreciation and amortisation expense|1,947.96|1.79|8.30|8.30| | |1,798.69|1.90|1,798.69|1.90| |Profit before exceptional item and tax|31,675.87|29.16|11.39|22.73| | |28,436.65|30.04|25,808.74|27.27| |Exceptional item|-|-|-|-| | |489.75|0.52|489.75|0.52| |Profit before tax (PBT)|31,675.87|29.16|9.51|20.45| | |28,926.40|30.56|26,298.49|27.79| |Tax expense|7,300.93|6.72|7.37|17.02| | |6,800.03|7.18|6,238.79|6.60| |Profit for the year before minority interest|24,374.94|22.44|10.16|21.51| | |22,126.37|23.38|20,059.70|21.19| |Minority interest|83.12|0.08|(61.25)|(59.95)| | |214.52|0.23|207.52|0.22| |Profit for the year (PAT)|24,291.82|22.36|10.86|22.36| | |21,911.85|23.15|19,852.18|20.97| # Revenue # Analysis of revenue growth The total revenue growth in fiscal 2016 (14.79%) was lower than that of fiscal 2015 (15.69%), primarily due to a lower business growth in fiscal 2016 (11.86%) as compared to that of fiscal 2015 (17.01%). Out of the total revenue earned in fiscal 2016, 94.17% was earned in foreign currencies. Fiscal 2016 witnessed substantial movement in exchange rates particularly affecting AUD, CAD, USD and EUR. The currency wise fluctuations during fiscal 2016 compared to those in fiscal 2015 are given below: # Revenue by industry | | | | | |Fiscal 2016|Fiscal 2015|% change in average rates| |---|---|---|---|---|---|---|---| | |High|Low|Average|Average| | | | |USD|68.79|62.10|65.45|61.26|6.85| | | |GBP|105.28|90.89|98.62|98.34|0.28| | | |EUR|77.49|65.75|72.29|76.86|(5.94)| | | |CAD|53.62|46.38|49.96|53.68|(6.94)| | | |AUD|52.01|45.86|48.17|53.15|(9.36)| | | Net impact of such movement in exchange rates on revenue of the Company has been a positive variance of 2.93% vis-a-vis Rupee in fiscal 2016 (negative variance of 1.32% in fiscal 2015). # Revenue by geography |Fiscal 2016|` crores|% of revenue|% growth|Fiscal 2015|` crores|% of revenue| |---|---|---|---|---|---|---| |North America|57,891.63|53.28|17.94|49,085.94|51.86| | |UK|17,171.43|15.80|8.79|15,783.29|16.68| | |Europe|11,920.64|10.97|8.90|10,946.34|11.57| | |Asia Pacific|10,325.42|9.50|16.87|8,834.63|9.33| | |India|6,728.81|6.19|10.17|6,107.55|6.45| | |Middle East & Africa|2,489.03|2.31|29.43|1,923.14|2.03| | |Latin America|2,119.25|1.95|7.71|1,967.52|2.08| | |Total|108,646.21|100.00|14.79|94,648.41|100.00| | Among emerging markets, Middle East & Africa and Asia Pacific recorded significant growth due to TCS' sustained investment in market development and increasing customer acceptance of global delivery model. Among major markets, North America grew significantly better than the Company average. India, Europe, UK and Latin America registered good growth but below the Company average."
+"# Annual Report 2015-16 # Revenue by services | |Fiscal 2016| |Fiscal 2015| |---|---|---|---| |Technology services:|` crores|% of revenue|` crores| |Application development and maintenance (ADM)|43,303.52|39.86|38,056.53| |Enterprise solutions (ES) & consulting|18,990.09|17.48|17,885.45| |Assurance services|9,388.09|8.64|8,050.80| |Infrastructure services (IS)|16,250.74|14.96|13,095.00| |Business process services (BPS)|12,585.77|11.58|11,051.65| |Engineering and industrial services (EIS)|4,907.13|4.52|4,273.97| |Asset leveraged solutions|3,220.87|2.96|2,235.01| |Total|108,646.21|100.00|94,648.41| # Revenue by significant services Asset leveraged solutions registered the highest growth (44.11%) well above the Company average. IS, assurance services and EIS recorded higher growth than the Company average, while growth in BPS, ADM and ES & consulting were lower. ADM continues to be the major contributor although its relative weight to the total revenue has come down over the past years (39.86% in fiscal 2016, 52.20% in fiscal 2007) in line with our strategy of focusing on new services. Consequently, contribution from other services to total revenue has increased. # Management Discussion and Analysis # Employee costs and BA related expenses Employee costs include salaries which have fixed and variable components, contribution to retirement funds and pension schemes. It also includes expenses incurred on staff welfare. Overseas business expenses primarily comprise living allowances paid to employees on overseas assignments. For purpose of the management discussion and analysis (MD&A), employee related costs included in 'overseas business expenses' and costs related to business associates (BA) have been grouped under 'Employee and BA related expenses'. |Expenditure:|Fiscal 2016|% of revenue|Fiscal 2015 - ex rewards|% of revenue|Fiscal 2015 - as reported|% of revenue| |---|---|---|---|---|---|---| |Employee benefit expense|41,769.08|38.44|36,073.24|38.12|38,701.15|40.89| |Overseas business expenses (employee allowances paid overseas)|13,678.65|12.59|12,223.20|12.91|12,223.20|12.91| |Services rendered by business associates (BA) and others|7,947.99|7.32|6,220.25|6.57|6,220.25|6.57| |Total|63,395.72|58.35|54,516.69|57.60|57,144.60|60.37| Employee benefit and BA costs aggregated ` 63,395.72 crores in fiscal 2016, representing 58.35% of revenue. Such costs have increased by 16.29%. In relation to revenue, this group of expenses remained steady showing a marginal increase of 0.75% in fiscal 2016 as compared to fiscal 2015. Overseas business expenses (other than employee allowances paid overseas) include travel expenses incurred in overseas locations. These expenses as percentage of revenue have decreased from 1.21% (` 1,140.71 crores) in fiscal 2015 to 1.06% (` 1,161.34 crores) in fiscal 2016. # Operation and other expenses | |Fiscal 2016|% of revenue|Fiscal 2015|% of revenue| |---|---|---|---|---| |Software, hardware and material costs|4,613.82|4.25|3,835.83|4.05| |Communication|1,107.31|1.02|1,056.06|1.12| |Travelling and conveyance|1,502.43|1.38|1,261.25|1.33| |Rent|1,693.85|1.56|1,569.46|1.66| |Legal and professional fees|639.83|0.59|596.30|0.63| |Repairs and maintenance|730.26|0.67|705.00|0.74| |Electricity|572.74|0.53|573.87|0.61| |Recruitment and training|364.20|0.34|360.94|0.38| |Others|2,274.92|2.09|1,922.68|2.03| |Total|13,499.36|12.43|11,881.39|12.55| Operation and other expenses as a percentage of revenue has remained steady (12.55% of revenue in fiscal 2015, 12.43% of revenue in fiscal 2016). # Earnings before interest, tax, depreciation and amortisation (EBITDA) In fiscal 2016, EBITDA was ` 30,589.79 crores (` 27,109.62 crores in fiscal 2015 ex rewards). There is a decrease of 0.48% in EBITDA as a percentage of revenue, primarily attributable to increase in employee and BA related expenses. # Other income (net) Other income decreased from ` 3,229.91 crores in fiscal 2015 to ` 3,053.87 crores in fiscal 2016 primarily due to decrease in exchange gain (net) from ` 1,308.47 crores in fiscal 2015 to ` 743.26 crores in fiscal 2016, partially offset by (1) increase in profit on redemption of mutual funds, sale of government securities & other investments (net), from ` 233.10 crores in fiscal 2015 to ` 471.89 crores in fiscal 2016 and (2) increase in interest income on bank deposits, inter-corporate deposits and bonds & debentures from ` 1,596.61 crores in fiscal 2015 to ` 1,715.53 crores in fiscal 2016 arising out of effective treasury management. TCS enters into foreign exchange forward, option and futures contracts to manage its exposure to exchange rate fluctuations, in accordance with its risk management policies. TCS follows accounting principles in line with international financial reporting standard 9 (IFRS 9) to account for the aforesaid hedging instruments. Changes in the fair value of instruments designated as hedges of future cash flows are recognised directly in shareholders' funds if they are effective in hedging the risk. The ineffective portion is recognised immediately in the statement of profit and loss. The change in the time value as well as the intrinsic value of option is accumulated in hedging reserve and is classified to statement of profit and loss when the forecasted transaction occurs. Foreign exchange forward, option and futures contracts outstanding at the reporting dates, other than designated cash flow hedges, are stated at their respective fair values. # Annual Report 2015-16 and the resultant gains or losses are accounted as 'other income (net)' in the profit and loss account for the period."
+"Note 2 (m) to the consolidated financial statements describes the accounting policy relating to the derivative instruments and hedge accounting. Note 40 to the consolidated financial statements provide details of the derivative financial instruments entered by the Company during fiscal 2016 with comparatives for fiscal 2015. # Depreciation and amortisation Depreciation and amortisation increased from ` 1,798.69 crores in fiscal 2015 to ` 1,947.96 crores in fiscal 2016. The increase was spread across all asset groups, mainly attributable to freehold buildings, electrical installations, furniture and fixtures, computers, leasehold improvement and plant & machinery. In relation to revenue, this group of expenses decreased from 1.90% in fiscal 2015 to 1.79% in fiscal 2016. # Exceptional item In fiscal 2016 there has been no item which can be termed as ""exceptional"". In fiscal 2015, there was a one-time credit item of ` 489.75 crores shown under the head 'Exceptional item', representing the net impact of change in accounting policy for depreciation necessitated due to implementation of the Companies Act, 2013. # Profit before tax (PBT) In fiscal 2016, PBT was ` 31,675.87 crores (` 28,926.40 crores in fiscal 2015 ex rewards). As a percentage of revenue, PBT decreased from 30.56% in fiscal 2015 to 29.16% in fiscal 2016. The decrease of 1.40% in fiscal 2016 is mainly due to (1) decrease in EBITDA of 0.48%, (2) other income by 0.60% and (3) the absence of the exceptional item which had contributed 0.52% to revenue in fiscal 2015. # Tax expense Tax expense increased to ` 7,300.93 crores in fiscal 2016 from ` 6,238.79 crores as reported in fiscal 2015. The resultant effective tax rate has decreased from 23.72% in fiscal 2015 to 23.05% in fiscal 2016. # Minority interest Minority interest registered a decrease from ` 214.52 crores in fiscal 2015 to ` 83.12 crores in fiscal 2016, primarily due to the amalgamation of a subsidiary, CMC Limited, with the Company. As a result of the amalgamation, the Company issued 1,16,99,962 equity shares to the shareholders of CMC Limited thereby extinguishing the minority interest held in CMC Limited. # Profit after tax (PAT) The net profit in fiscal 2016 was ` 24,291.82 crores (22.36% of revenue) as compared to ` 21,911.85 crores in fiscal 2015 ex rewards (23.15% of revenue). The decrease of 0.79% in terms of revenue is primarily attributable to decrease in PBT. # Segment performance The Company considers industry as its primary segment and geography as its secondary segment. Revenue and expenses directly attributable to segments are reported under each reportable primary segment. The following table presents summary of revenue by industry segments. |Segment revenue|Fiscal 2016|Fiscal 2015|% of aggregate revenue|% growth| |---|---|---|---|---| |Banking, financial services and insurance|44,162.64|38,565.66|40.65|14.51| |Retail and CPG|15,274.01|12,829.01|14.06|19.06| |Telecom, media and entertainment|11,854.32|10,933.55|10.91|8.42| |Manufacturing|10,908.81|9,242.45|10.04|18.03| |Others|26,446.43|23,077.74|24.34|14.60| |Total|108,646.21|94,648.41|100.00|14.79| # Revenue by industry in fiscal 2016 In fiscal 2016, BFSI continued to contribute the largest share to revenue (40.65%) at a growth rate of 14.51%, almost same as the Company average. Verticals which contributed impressive growth rates are retail & CPG (19.06%) and manufacturing (18.03%). The verticals grouped in 'Others' also registered good growth of 14.60% - significant contributors were, life sciences & healthcare (27.12%) and travel, transportation & hospitality (18.13%). # Industry segment wise performance In the following discussions on results of significant segments in fiscal 2016, the impact of one-time employee reward on the results in fiscal 2015 have been excluded for like to like comparison. # Banking, financial services and insurance (BFSI) The BFSI industry segment is witnessing an increased spend on strategic initiatives like automation, digitisation and simplification. Digitisation is now the default strategy for banks. Increasingly vigilant regulators have ensured that governance, risk management and compliance (GRC) continue to demand an increased attention by banks. The digital revolution is redrawing the boundaries of financial services and lowering entry barriers encouraging challengers to emerge. Openings are being created for focused, fast-moving competitors. As a response, banks are renewing their focus on innovation in product creation, bundling, distribution & servicing. The key themes of innovation revolve around data, customer experience, artificial intelligence, APIs, blockchain, etc. Financial institutions are designing competition models and ecosystem tenets to tackle the dynamic environment to maintain their distinct identity and stay relevant for the future. The Company has invested in a broad array of offerings in the areas of analytics, biometrics, blockchain, etc. It is collaborating with 'fintech' firms working in niche areas and looking at joint go-to-market opportunities. In fiscal 2016, the insurance industry continued to experience a soft market."
+"Insurers have been trying to improve profits through underwriting, expense reduction and tighter scrutiny of capital investments because of poor investment yields and rate declines across most insurance lines of business. Increased competition and disruption from new players in the industry continue to impact rate and customer retention. Stricter regulatory requirements in North America, UK and Europe add pressure to the industry as a whole. These trends and market conditions are forcing insurers to change their existing business models and operate more efficiently. The industry is under pressure to transform. The Company has invested in business transformation through digital innovation, application & infrastructure modernisation and risk management. It continues to develop digital technology-based solutions that are targeted towards delivering benefits across the insurance value chain. It has continued to grow its digital influence, and has expanded its footprint through new clients in Europe and North America. In fiscal 2016, BFSI constituted 40.65% of Company's revenue (40.74% in fiscal 2015), growing at 14.51% (9.83% in fiscal 2015). # Telecom, media and entertainment As a group, telecom, media & entertainment witnessed revenue growth of 8.42 % in fiscal 2016 (13.73% in fiscal 2015). Communications industry firms which have stayed with their traditional lines of business have seen erosion in their subscriber base and drop in margins due to entry of new media and new technology firms such as Skype, WhatsApp, and Google that piggyback unrestricted on telecom infrastructure. Telecom operators are trying to avoid becoming just simple data channels in the digital era where the value is increasingly shifting to digital content from infrastructure provisioning. Novelty around non-traditional business models like mobile payments, IoT applications brought new opportunities for the telecom industry. Media industry firms have seen an acceleration in the shift of their business from traditional to digital during the year. Shrinking newspaper and magazine subscriptions, stagnant publishing and information services resulted in missed growth targets by entertainment and broadcast firms. Entry of born digital firms such as Facebook and Google took the business away from traditional firms. The industry firms are therefore under pressure to reduce their cost base, including IT costs, and accelerate their transformation to digital. Overall the media industry grew slower than what was forecast earlier with the shift to digital taking away traditional revenues at a pace faster than substitution by digital growth for many firms. Mergers and acquisitions have gathered pace as a way of consolidation and capturing value from other growing parts of the value chain. What started with Comcast and NBCU accelerated with other consolidation such as Verizon - AOL, IBM - The Weather Channel, AT&T - Quickplay, Amazon Web Services - Elemental Technologies, Ericcsson - Envivo, Comscore - Rentrack and NewsCorp - Digital First Media. The communications and media firms interplay is likely to continue through 2016 and beyond. Fundamental enablers for the overall growth of communications and media industries all point in the right direction. Proliferation of mobile devices, exponential growth in both content creation and consumption, high growth rate in particular of video consumption, proliferation of IoT to multiple sectors of all industries and a continued growth in broadband connectivity will continue to drive the industry momentum. We are likely to see growth in over the top video, innovations such as blockchain, software defined networks and network function virtualization becoming more mainstream in 2016. Enterprise IT functions will continue to strive for efficiency whereas digital products and services will aim for time to market drivers. Cloud will gain momentum with the inhibitions around security giving way rapidly as firms realize that their enterprise data centers are no more secure than the cloud. The Company's rich industry experience and domain expertise enables it to deliver a suite of offerings which addresses the industry's demand on digital products, service quality management, expansion of core capabilities into adjacencies, process automation, data monetisation, network management and implementation of next generation technologies. The Company's key digital platforms such as Hosted OSS/BSS (HOBS), 'Customer # Annual Report 2015-16 # Intelligence and Insights 'Intelligence and Insights' (CI&I) gained increased customer adoption in the fiscal 2016. The Company has invested in building ""Fit for Purpose"" platforms and solutions which have enabled multiple service providers and enterprises across the globe to simplify their business, diversify and grow in emerging areas. # Retail and CPG The retail segment was one of the fastest growing industry verticals in the global market for outsourced IT services."
+"Retailer's IT spend is largely driven by their need to deliver a unified, personalised and frictionless experience. To enable this, there is focus on creating real time, agile and simplified enterprises powered by the digital forces. Micro-services based architecture, big data analytics, cloud, IoT, virtual reality, artificial intelligence and machine learning cognitive computing, are some of the key levers that will be employed by retailers to deliver the interconnected customer journey. The focus on security and data privacy continues to be paramount. To support the above initiatives of retail clients, the Company is investing significantly in building differentiated products, solutions and offerings. It has developed first-of-its kind, micro services enabled unified store commerce platform 'OmnistoreTM', digital merchandising suite 'OptumeraTM' and 'OmnistockTM' for omni-channel supply chain. TCS' Digital Operations StudioTM is designed to help retailers deliver break-free customer experience. The retail innovation lab continues to research and develop solution to enable digital physical experience and optimised store operations. CPG companies are working on transforming themselves in the omni-channel world where consumers are adjusting their buying habits and shifting from retail stores to e-commerce making advertisers to follow them online. CPG companies are looking to invest in the technologies such as e-commerce, omni-channel supply chain, targeted digital marketing, next generation CPG retailer collaboration, sales transformation led by cloud technologies, optimised trade promotions and IoT technologies to improve customer experience; and advanced analytics for deep consumer insights. TCS' CPG is making significant investments in the area of digital, sales, marketing, supply chain and analytics to help CPG companies realise their transformation journey. Some of the key CPG offerings in the above areas are: a) digital marketing and digital commerce, b) cloud based sales and marketing transformation, c) omni-channel supply chain solutions, d) next generation planning solution based on SAP IBP and e) data ingestion platform based on advanced analytics. TCS' CPG has been voted 'Best in Class' CGT readers' choice award 2016, amongst top providers in the categories of consulting and outsourcing. The segment revenue has recorded a growth of 19.06% in fiscal 2016 (13.44% in fiscal 2015). # Manufacturing The manufacturing industry overall continues to demonstrate stable business performance with continued emphasis on customer centricity, digitalisation of products, portfolio balancing with services and asset productivity. In line with this, TCS' manufacturing continues to invest in building industry specific core capabilities with focus on innovation & transformation, business advisory and re-imagination of digital enabled business models. To capture the growth opportunities driven by the impact of emerging technologies across the manufacturing industries, TCS is focusing on building innovative solutions and accelerators that help customers address their most significant areas of competitiveness. The Company continues to align traditional lines of services such as enterprise resource planning (ERP), customer relationship management (CRM), product lifecycle management (PLM) and military engineer service (MES) with modern digital capabilities to deliver differentiated services as new product innovation, service life cycle management, analytics as a service, digital customer experience journey, etc. Automation and digitalisation of IT services is also contributing significantly to agile and business response services across service lines. Manufacturing industry revenue recorded a growth of 18.03% in fiscal 2016 (32.24% in fiscal 2015). # Others Segments combined in 'Others' includes: - e* en e **n * e* t * e - ne 5* e ou e **n *ut t e - o * e 5*t *n o t*t on**n * o t* t - te Despite a sharp slowdown in the energy sub-segment towards the end of the fiscal year, resulting from the depressed oil prices, all the segments grouped in 'Others' showed good revenue growth over fiscal 2015, reflecting the Company's growing traction in these industries on the back of strong domain expertise and domain-specific digital solutions. In fiscal 2016, the aggregate growth of 'Others' segment showed a healthy growth of 14.60%. The share of these segments in aggregate revenue remained steady at 24.34% in fiscal 2016 (24.39% in fiscal 2015). 'Life sciences & healthcare' registered high growth in revenue at 27.12% followed by 'travel, transportation and hospitality' 18.13%, 'energy, resources and utilities' 13.61% and 'hi-tech' 12.99%."
+"Management Discussion and Analysis # FINANCIAL POSITION -- CONSOLIDATED # Share capital | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Authorised|460.05 crores equity shares of ` 1 each|460.05 crores equity shares of ` 1 each| | |105.03 crores redeemable preference shares of ` 1 each|105.03 crores redeemable preference shares of ` 1 each| |Total|565.08|525.08| |Issued, subscribed and fully paid-up|195.87 crores equity shares of ` 1 each|195.87 crores equity shares of ` 1 each| | |1.17 crores equity shares issued during the period|1.17 crores equity shares issued during the period| |Total|197.04|195.87| In fiscal 2016, the authorised equity share capital was increased to 460.05 crores equity shares of ` 1 each, pursuant to the amalgamation of its subsidiaries - WTI Advanced Technology Limited and CMC Limited. 1.17 crores equity shares were issued to the shareholders of CMC Limited in terms of the scheme of arrangement sanctioned by the High Courts of Judicature at Bombay and Hyderabad (vide note 29 to the financial statements and the section on acquisition / amalgamation in MD&A for details). # Short-term and long-term borrowings | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Short-term borrowings|Secured loans: overdraft from banks|111.80| | |Unsecured loans: overdraft from banks|1.16| | |Secured loans: long-term maturities of finance lease obligations|-| | |Unsecured borrowings from entities other than banks|-| |Total|112.96|185.56| The Company's long-term obligations under finance lease (refer note 5 to the consolidated financial statements) was ` 82.24 crores as at March 31, 2016 (` 113.69 crores as at March 31, 2015). These are secured against fixed assets obtained under finance lease arrangements. # Reserves and surplus For the purpose of consolidation of subsidiaries with the financial statement of the holding company, income and expenses are translated at average rates and the assets and liabilities are stated at closing rate. Use of such different rates for translation gives rise to exchange difference which is accumulated in foreign currency translation reserve. Foreign currency translation reserve increased from ` 1,051.17 crores as at March 31, 2015 to ` 1,418.25 crores as at March 31, 2016, due to movement in exchange rates of currencies in fiscal 2016. The closing balance of hedging reserve account, arising out of cash flow hedges as at March 31, 2016 was a net gain of ` 56.77 crores (` 150.75 crores net gain as at March 31, 2015). Note 40 to the consolidated financial statements gives details of movements in the hedging reserve account. In fiscal 2016, the capital redemption reserve increased to ` 523.57 crores from ` 413.09 crores in fiscal 2015 on account of transfer of ` 110.48 crores pursuant to redemption of preference shares by a subsidiary. Balance in statement of profit and loss as at March 31, 2016 was ` 50,618.70 crores (` 39,012.65 crores as at March 31, 2015) after appropriation towards equity dividend (interim and proposed final dividend), tax on dividends, transfer to general reserves, statutory reserve and capital redemption reserve. Reserves and surplus at the end of fiscal 2016 stood at ` 65,163.52 crores, an increase of 29.19% over ` 50,438.89 crores at the end of fiscal 2015. ` 2,303.77 crores was transferred to the general reserve from the profit and loss account for fiscal 2016. | |As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---| |Long-term borrowings|-|-|Total borrowings|111.80| | |-|-| |1.16| | |82.24|113.69| |82.24| | |0.29|0.58| |0.29| | |82.53|114.27| |195.49| at March 31, 2015). The decrease in short term borrowings (` 112.96 crores as # Annual Report 2015-16 at March 31, 2016; 185.56 crores as at March 31, 2015) was mainly attributable to the reduction of 184.40 crores in unsecured bank overdraft, offset by increase in secured bank overdraft of 111.80 crores required for management of working capital. The secured loans are secured against book debts. # Trade payables (current liabilities) File: AR_TCS_2015_2016.md Trade payables (current liabilities), representing payables for purchase of goods and services decreased from 8,830.93 crores as at March 31, 2015 to 7,539.93 crores as at March 31, 2016. As percentage of revenue, trade payables have decreased from 9.33% in fiscal 2015 to 6.94% in fiscal 2016. The decrease is primarily attributable to the one-time employee reward of 2,627.91 crores which was provided in fiscal 2015 and liquidated in fiscal 2016."
+"# Other current and long-term liabilities | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Other current liabilities| | | |Income received in advance|1,358.86|1,062.31| |Advance received from customers|164.23|130.76| |Other payables|3,683.89|2,317.90| |Other liabilities|150.47|135.62| |Total|5,357.45|3,646.59| Other current liabilities increased from 3,646.59 crores as at March 31, 2015 to 5,357.45 crores as at March 31, 2016. The increase was primarily due to: - Other payables increased from 2,317.90 crores as at March 31, 2015 to 3,683.89 crores as at March 31, 2016. Other payables include (1) statutory liabilities 1,378.59 crores as at March 31, 2016 (1,143.66 crores as at March 31, 2015), (2) Fair values of foreign exchange forward, option and future contracts secured against trade receivables 152.43 crores as at March 31, 2016 (19.75 crores as at March 31, 2015) and (3) Liabilities for cost related to customer contracts 881.55 as at March 31, 2016 (727.79 crores as at March 31, 2015). - Income received in advance increased from 1,062.31 crores as at March 31, 2015 to 1,358.86 crores as at March 31, 2016. Income received in advance represents advance billings to customers not recognised as revenue. # Deferred tax liability (net) and deferred tax assets (net) As stated in the accounting policies, deferred tax assets and liabilities are offset, tax jurisdiction-wise. Note 6 to the consolidated financial statements brings out details of component-wise deferred tax balances where the net values result into liabilities or assets, jurisdiction-wise. Deferred tax liability or asset is recognised on timing difference being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Such timing differences resulting in deferred tax liability or asset usually arise on branch profit tax, depreciation and employee benefit expenses. The net deferred tax liability was 441.17 crores as at March 31, 2016 (342.96 crores as at March 31, 2015). As at March 31, 2016, the net deferred tax asset had a balance of 822.94 crores (593.94 crores as at March 31, 2015). The Company assesses the likelihood of deferred tax assets getting recovered from future taxable income. | |As at March 31, 2016|As at March 31, 2015| | | |---|---|---|---|---| |Other long-term liabilities|-|-| | | |Total other liabilities|1,358.86|1,062.31| | | | |164.23|130.76| | | | |3,683.89|2,317.90| | | |745.10|825.02|895.57|960.64| | | |745.10|825.02|6,102.55|4,471.61| Other long-term liabilities decreased to 745.10 crores as at March 31, 2016 (825.02 crores as at March 31, 2015). The decrease was primarily attributable to: - Other long-term liabilities decreased to 303.83 crores as at March 31, 2016 (412.98 crores as at March 31, 2015). - Other long-term liabilities decreased to 61.78 crores as at March 31, 2016 (67.53 crores as at March 31, 2015). - Other long-term liabilities decreased to 379.49 crores as at March 31, 2016 (344.51 crores as at March 31, 2015). # Management Discussion and Analysis # Short-term and long-term provisions |(` crores)|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---|---| |Short-term provisions|1,635.30|1,356.15|236.80|203.39|1,872.10|1,559.54| |Proposed final dividend on equity shares|5,320.16|4,700.95|-|-|5,320.16|4,700.95| |Tax on dividend|1,088.13|947.68|-|-|1,088.13|947.68| |Current income taxes (net)|806.75|547.34|-|-|806.75|547.34| |Provision for foreseeable loss on a long-term contract|114.83|103.04|40.48|94.48|155.31|197.52| |Total|8,965.17|7,655.16|277.28|297.87|9,242.45|7,953.03| The increase in short-term provisions was mainly attributable to: - Proposed final dividend on equity shares: ` 5,320.16 crores as at March 31, 2016 (` 4,700.95 crores as at March 31, 2015) - Provision for employee benefits: ` 1,635.30 crores as at March 31, 2016 (` 1,356.15 crores as at March 31, 2015) - Tax on dividend: ` 1,088.13 crores as at March 31, 2016 (` 947.68 crores as at March 31, 2015) - Current income taxes (net): ` 806.75 crores as at March 31, 2016 (` 547.34 crores as at March 31, 2015). # Fixed assets Additions to the gross block in fiscal 2016 amounted to ` 3,103.89 crores (` 3,662.91 crores in fiscal 2015). The Company has been investing in infrastructure development across various locations in India to meet its growing business needs. In fiscal 2016, TCS has invested in state-of-the-art facilities at Mumbai, Hyderabad, Kolkata, Thiruvananthapuram, Nagpur, Bangalore & Delhi for significant capacities. # Goodwill on consolidation Goodwill on consolidation represents the excess of purchase consideration over net asset value of acquired subsidiaries on the date of such acquisition. Such goodwill is tested for impairment annually or more frequently, if there are indications for impairment."
+"Goodwill on consolidation as at March 31, 2016 stood at ` 1,900.55 crores (` 2,093.22 crores as at March 31, 2015). Pursuant to the amalgamation of CMC Limited, the general reserve has been adjusted by the goodwill relating to this subsidiary, thereby reducing the goodwill on consolidation. Management Discussion and Analysis # Annual Report 2015-16 # Overview of funds invested | |As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---|---| |Current|21,554.29|1,492.60|57.67|7.16|21,611.96|1,499.76| |Deposits with banks|2,933.75|16,734.34|415.00|500.08|3,348.75|17,234.42| |Inter-corporate deposits|1,698.00|1,083.00|2,464.00|1,572.00|4,162.00|2,655.00| |Cash and bank balances|3,411.05|1,509.03|-|-|3,411.05|1,509.03| |Total|29,597.09|20,818.97|2,936.67|2,079.24|32,533.76|22,898.21| Funds invested exclude earmarked balances with bank, trade investments and liabilities for purchase of government securities. Investible funds went up by ` 9,635.55 crores (` 22,898.21 crores as at March 31, 2015 to ` 32,533.76 crores as at March 31, 2016), mainly driven by: - ` 20,112.20 crores primarily due to investment in government securities amounting to ` 19,367.09 crores during fiscal 2016 - ` 1,902.02 crores - ` 1,507.00 crores - ` 13,885.67 crores. # Acquisition / amalgamation Details of acquisition / amalgamation are given in note 29 to the consolidated financial statements. On April 1, 2015 (""the appointed date""), CMC Limited, a subsidiary, amalgamated with the Company in accordance with the terms of the Scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. On July 2, 2015, the Company through its wholly owned subsidiary, Tata Consultancy Services Netherlands BV subscribed to 76% share capital of Tata Consultancy Services Saudi Arabia. On October 30, 2015, the Company through its wholly owned subsidiaries TCS Inversiones Chile Limitada and Tata Consultancy Services Chile S.A. subscribed to 100% share capital of Technology Outsourcing S.A.C, an information technology services provider in Peru. # Trade receivables (AR) and unbilled revenue (UBR) As a percentage of revenue, AR increased to 22.15% as at March 31, 2016 from 21.59% as at March 31, 2015. UBR as percentage of revenue declined to 3.67% in fiscal 2016 from 4.04% in fiscal 2015. The Company monitors AR and UBR net of unearned revenues (UER) separately and collectively. The close monitoring has ensured that the AR and UBR net of UER as a percentage of revenue has remained steady (24.58% in fiscal 2016, 24.51% in fiscal 2015). # Management Discussion and Analysis # Short-term and long-term loans and advances |(` crores)|As at March 31, 2016|As at March 31, 2016|As at March 31, 2015|As at March 31, 2015|Total loans and advances|Total loans and advances| | | | |---|---|---|---|---|---|---| |Short-term loans and advances|Long-term loans and advances|Short-term loans and advances|Long-term loans and advances| | | | |Loans and advances to employees|1,077.72|7.49|387.10|9.05|1,085.21|396.15| |Advance tax [including refund receivable (net)]|31.68|4,464.21|74.93|4,092.34|4,495.89|4,167.27| |MAT credit entitlement|5.00|1,981.52|5.25|1,899.76|1,986.52|1,905.01| |Inter-corporate deposits|1,698.00|2,464.00|1,083.00|1,572.00|4,162.00|2,655.00| |Prepaid expenses|1,376.03|447.78|1,512.13|534.25|1,823.81|2,046.38| |Capital advances|-|187.13|-|206.71|187.13|206.71| |Others|1,393.92|843.35|1,084.04|840.81|2,237.27|1,924.85| |Total|5,582.35|10,395.48|4,146.45|9,154.92|15,977.83|13,301.37| Loans and advances as at March 31, 2016 increased by ` 2,676.46 crores arising out of increase in short-term loans and advances by ` 1,435.90 crores and long-term loans and advances by ` 1,240.56 crores. The increase in short-term loans and advances was primarily attributable to: - ` 690.62 crores mainly to assist those impacted by Chennai floods - ` 615.00 crores - ` 309.88 crores primarily on account of increase in fair value of foreign exchange forward, option and future contracts (` 171.86 crores) and increase in advance to suppliers (` 130.44 crores) The increase in long-term loans and advances was primarily attributable to: - ` 892.00 crores - ` 371.87 crores against demands from tax authorities, which have been contested by the Company - ` 81.76 crores - ` 86.47 crores # Other current and non-current assets |(` crores)|As at March 31, 2016|As at March 31, 2016|As at March 31, 2015|As at March 31, 2015|Total other assets|Total other assets| | | | |---|---|---|---|---|---|---| | |Other current assets| |Other non-current assets|Other current assets|Other non-current assets| | |Interest receivable|202.76|72.74|331.93|24.37|275.50|356.30| |Long term bank deposits|-|501.38|-|500.49|501.38|500.49| |Others|60.65|0.29|4.89|0.44|60.94|5.33| |Total|263.41|574.41|336.82|525.30|837.82|862.12| Other current and non-current assets as at March 31, 2016 reduced by ` 24.30 crores primarily on account of: - ` 80.80 crores - ` 55.76 crores Management Discussion and Analysis # Annual Report 2015-16 # CASH FLOW -- CONSOLIDATED The Company's cash flows from operating, investing and financing activities, is summarised below. The one-time employee reward, provided on accrual basis in the financial statements for fiscal 2015 was paid in fiscal 2016."
+"In the following discussions, the impact of the one-time employee reward on cash flow from operating activities has been excluded for like to like comparison. # Summary of cash flow statement: | |Fiscal 2016 - excluding payment of one-time employee reward|Fiscal 2015 as reported|Fiscal 2016 as reported| |---|---|---|---| |Net cash provided by / (used in) Operating activities|21,581.44|19,368.78|19,115.44| |Investing activities|(5,208.67)|(1,701.32)|(5,208.67)| |Financing activities|(9,616.12)|(17,167.61)|(9,616.12)| |Exchange difference on translation of foreign currency cash and cash equivalents|139.52|(105.82)|139.52| |Net (decrease) / increase in cash and cash equivalents after translation|6,896.17|394.03|4,430.17| # Cash flows from operating activities | |Fiscal 2016 - excluding payment of one-time employee reward|Fiscal 2015 - excluding provision of one-time employee reward|Fiscal 2016 as reported|Fiscal 2015 as reported| |---|---|---|---|---| |Profit before tax|31,675.87|28,926.40|31,675.87|26,298.49| |Adjustments: depreciation and amortisation|1,947.96|1,308.94|1,947.96|1,308.94| |Other non-cash adjustments|67.78|233.44|67.78|233.44| |Non operating income (net)|(2,183.71)|(1,737.55)|(2,183.71)|(1,737.55)| |Effect of working capital changes|(2,223.58)|(1,880.69)|(4,823.58)|747.22| |Cash generated from operations|29,284.32|26,850.54|26,684.32|26,850.54| |Taxes paid|(7,702.88)|(7,481.76)|(7,568.88)|(7,481.76)| |Net cash provided by operating activities|21,581.44|19,368.78|19,115.44|19,368.78| Cash generated from operations, was ` 29,284.32 crores in fiscal 2016 (` 26,850.54 crores in fiscal 2015), registering an increase of 9.06% over the previous fiscal. In fiscal 2016, an additional amount of ` 2,223.58 crores was used in working capital to meet the expanding business requirements. The net cash inflow from operating activities was ` 21,581.44 crores (` 19,368.78 crores in fiscal 2015). # Management Discussion and Analysis # Cash flows from investing activities | |Fiscal 2016|Fiscal 2015| |---|---|---| |Fixed asset (net)|(2,024.36)|(2,942.50)| |Other investments (net)|(19,625.79)|2,064.79| |Deposits with banks (net)|16,142.07|(2,644.38)| |Inter - corporate deposits (ICD) (net)|(1,507.00)|155.00| |Interest received|1,795.15|1,994.40| |Other items (net)|11.26|(328.63)| |Net cash used in investing activities|(5,208.67)|(1,701.32)| During fiscal 2016, cash used in investing activities was primarily attributable to: - net sale of ` 19,625.79 crores (net sale ` 2,064.79 crores in fiscal 2015), mainly of government securities - net investment of ` 2,024.36 crores (` 2,942.50 crores in fiscal 2015) - net ICD matured ` 1,507.00 crores (net ICD matured ` 155.00 crores in fiscal 2015) # Cash flows from financing activities | |Fiscal 2016|Fiscal 2015| |---|---|---| |Dividends paid including dividend tax|(9,524.41)|(17,105.57)| |Other payments|(91.71)|(62.04)| |Net cash used in financing activities|(9,616.12)|(17,167.61)| In fiscal 2016, dividend paid includes the final dividend payout and tax thereon for fiscal 2015 approved by the shareholders at the last annual general meeting (` 24 per share). In addition, the dividend paid includes the interim dividend of fiscal 2016 (` 16.5 per share). A special dividend of ` 40 per share resulted in higher cash outflow in fiscal 2015. Other payments in fiscal 2016 include net payments related to borrowings."
+"Management Discussion and Analysis # Annual Report 2015-16 # TCS'S PERFORMANCE TREND (INDIAN GAAP CONSOLIDATED) # PERFORMANCE SUMMARY | |Fiscal 2016|Fiscal 2015*|Fiscal 2015|Fiscal 2014|Fiscal 2013|Fiscal 2012|Fiscal 2011|Fiscal 2010|Fiscal 2009|Fiscal 2008|Fiscal 2007| |---|---|---|---|---|---|---|---|---|---|---|---| |Total revenue|108,646.21|94,648.41|94,648.41|81,809.36|62,989.48|48,893.83|37,324.51|30,028.92|27,812.88|22,619.52|18,685.21| |Revenue by geographic segments| | | | | | | | | | | | |North America|57,891.63|49,085.94|49,085.94|43,385.87|33,854.40|26,064.25|20,107.48|15,855.37|14,290.93|11,388.49|9,796.25| |UK|17,171.43|15,783.29|15,783.29|14,251.38|10,760.53|7,453.28|5,770.80|4,860.18|5,282.46|4,497.51|3,791.03| |Europe|11,920.64|10,946.34|10,946.34|9,181.32|6,052.88|4,928.25|3,479.87|3,149.39|2,929.76|2,105.51|1,529.45| |India|6,728.81|6,107.55|6,107.55|5,487.80|4,890.26|4,202.29|3,435.06|2,597.90|2,182.12|2,045.62|1,681.99| |Rest of the world|14,933.70|12,725.29|12,725.29|9,502.99|7,431.41|6,245.76|4,531.30|3,566.08|3,127.61|2,582.39|1,886.49| |Cost| | | | | | | | | | | | |Employee and BA related cost|63,395.72|54,516.69|57,144.60|45,424.67|35,685.60|27,097.96|20,549.34|16,327.72|15,597.77|12,261.54|9,847.00| |Other costs|14,660.70|13,022.10|13,022.10|11,231.90|9,263.97|7,360.56|5,596.81|5,006.65|5,045.31|4,646.60|3,699.36| |Total cost (excluding interest & depreciation)|78,056.42|67,538.79|70,166.70|56,656.57|44,949.57|34,458.52|26,146.15|21,334.37|20,643.08|16,908.14|13,546.36| |Profitability| | | | | | | | | | | | |EBIDTA (before other income)|30,589.79|27,109.62|24,481.71|25,152.79|18,039.91|14,435.31|11,178.36|8,694.55|7,169.80|5,711.38|5,138.85| |Profit before tax|31,675.87|28,436.65|25,808.74|25,401.86|18,089.73|13,923.31|11,020.62|8,289.63|6,150.07|5,845.95|4,918.28| |Profit after tax|24,291.82|21,911.85|19,852.18|19,163.87|13,917.31|10,413.49|9,068.04|7,000.64|5,256.42|5,026.02|4,212.63| |Financial position| | | | | | | | | | | | |Equity share capital|197.04|195.87|195.87|195.87|195.72|195.72|195.72|195.72|97.86|97.86|97.86| |Reserves and surplus|65,163.52|58,139.66|50,438.89|48,998.89|38,350.01|29,283.51|24,209.09|18,171.00|15,502.15|12,102.26|8,752.24| |Gross block|20,244.65|17,316.05|17,316.05|13,897.41|11,622.99|9,447.83|7,792.24|6,419.51|5,843.86|4,291.80|3,197.71| |Total investments|22,585.60|1,661.78|1,661.78|3,433.74|1,897.34|1,350.33|1,762.67|3,682.08|1,614.41|2,606.16|1,256.87| |Net current assets|41,091.88|36,188.94|28,494.76|27,227.38|19,733.75|12,672.65|9,790.38|7,395.02|7,544.12|5,553.32|4,331.11| |Earnings per share in `| | | | | | | | | | | | |EPS - as reported|123.28|111.87|101.35|97.67|70.99|53.07|46.27|35.67|53.63|51.36|43.05| |EPS - adjusted for bonus issue|123.28|111.87|101.35|97.67|70.99|53.07|46.27|35.67|26.81|25.68|21.53| |Headcount (number)| | | | | | | | | | | | |Headcount (including subsidiaries) as on March 31st|353,843|319,656|319,656|300,464|276,196|238,583|198,614|160,429|143,761|111,407|89,419| *excluding impact of one-time employee reward # Management Discussion and Analysis # RATIO ANALYSIS |Ratios - financial performance|Units|Fiscal 2016|Fiscal 2015*|Fiscal 2015|Fiscal 2014|Fiscal 2013|Fiscal 2012|Fiscal 2011|Fiscal 2010|Fiscal 2009|Fiscal 2008|Fiscal 2007| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Employee cost/total revenue|%|51.04|51.03|53.80|49.49|50.68|50.48|50.38|50.17|52.07|50.45|48.17| |Other operating cost/total revenue|%|20.81|20.33|20.33|19.77|20.68|19.99|19.67|20.88|22.15|24.30|24.32| |Total cost/total revenue|%|71.84|71.36|74.13|69.25|71.36|70.48|70.05|71.05|74.22|74.75|72.50| |EBIDTA (before other income)/total revenue|%|28.16|28.64|25.87|30.75|28.64|29.52|29.95|28.95|25.78|25.25|27.50| |Profit before tax/total revenue|%|29.16|30.04|27.27|31.05|28.72|28.48|29.53|27.61|22.11|25.84|26.32| |Tax/total revenue|%|6.72|7.18|6.60|7.42|6.37|6.95|4.91|3.99|3.02|3.48|3.55| |Effective tax rate - tax/PBT|%|23.05|23.51|23.72|23.90|22.19|24.42|16.61|14.44|13.64|13.45|13.50| |Profit after tax/total revenue|%|22.36|23.15|20.97|23.43|22.09|21.30|24.30|23.31|18.90|22.22|22.55| # Ratios - growth |Total revenue|%|14.79|15.69|15.69|29.88|28.83|31.00|24.30|7.97|22.96|21.06|40.87| |---|---|---|---|---|---|---|---|---|---|---|---|---| |EBIDTA (before other income)|%|24.95|7.78|(2.67)|39.43|24.97|29.14|28.57|21.27|25.54|11.14|39.48| |Profit after tax|%|22.36|14.34|3.59|37.70|33.65|14.84|29.53|33.18|4.58|19.31|42.00| # Ratios - Balance Sheet |Debt-equity ratio|Times|0.00|0.01|0.01|0.01|0.01|0.00|0.00|0.01|0.04|0.04|0.06| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Current ratio|Times|2.87|3.91|2.40|2.74|2.69|2.22|2.35|1.88|2.26|2.24|2.24| |Days sales outstanding (DSO) in terms|Days|81|79|79|81|82|86|80|71|79|87|84| |Invested funds / total assets|%|48.26|38.02|43.51|43.01|36.38|34.81|36.81|45.68|26.29|28.97|27.03| |Capital expenditure / total revenue|%|1.86|3.11|3.11|3.80|4.18|4.06|4.85|3.43|3.95|5.58|6.64| |Operating cash flows / total revenue|%|19.86#|20.46|20.46|18.03|18.44|14.27|17.72|24.66|19.45|17.22|18.58| |Free cash flow/operating cash flow ratio|%|90.62#|84.81|84.81|78.90|77.33|71.52|72.66|86.07|79.70|67.60|64.25| |Depreciation / average gross block|%|10.37|11.53|11.53|10.57|10.25|10.65|10.35|10.78|11.13|15.05|17.10| # Ratios - per share |EPS - adjusted for bonus|`|123.28|111.87|101.35|97.67|70.99|53.07|46.27|35.67|26.81|25.68|21.53| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Price earning ratio, end of year|Times|20.41|22.77|25.13|21.79|22.14|22.01|25.56|21.89|10.07|15.79|28.97| |Dividend per share|`|43.50|79.00|79.00|32.00|22.00|25.00|14.00|20.00|14.00|14.00|13.00| |Dividend per share - adjusted for bonus|`|43.50|79.00|79.00|32.00|22.00|25.00|14.00|20.00|7.00|7.00|5.75| |Market capitalisation/total revenue|Times|4.56|5.27|5.27|5.10|4.88|4.67|6.20|5.09|1.90|3.51|6.53| *excluding impact of one-time employee reward # excluding impact of payment of one-time employee reward Management Discussion and Analysis 93 # Annual Report 2015-16 # FINANCIAL PERFORMANCE UNCONSOLIDATED The management discussion and analysis given below relate to the audited financial statements of Tata Consultancy Services Limited (hereinafter referred to as TCS Limited or TCSL). The discussion should be read in conjunction with the financial statements and related notes to the financial statements for the year ended March 31, 2016. # Summary Revenue of TCS Limited aggregated ₹ 85,863.85 crores in fiscal 2016 as compared to ₹ 73,578.06 crores in fiscal 2015, registering a growth of 16.70%. For a like to like comparison, the financial performance and other operating parameters relevant to fiscal 2016 have been analysed with reference to the performance in fiscal 2015, without considering the impact of one-time employee reward (referred to as 'ex rewards') in fiscal 2015. # Other significant financial parameters are: - EBITDA aggregated ₹ 26,949.21 crores in fiscal 2016 (₹ 23,354.62 crores in fiscal 2015, ex rewards) - a growth of 15.39%. - PBT aggregated ₹ 29,116.64 crores in fiscal 2016 (₹ 26,876.39 crores in fiscal 2015, ex rewards) - a growth of 8.34%. - PAT aggregated ₹ 22,882.70 crores in fiscal 2016 (₹ 21,091.43 crores in fiscal 2015, ex rewards) - a growth of 8.49%. - EPS aggregated ₹ 116.13 in fiscal 2016 (₹ 107.68 in fiscal 2015, ex rewards) - a growth of 7.85%. # DIVIDEND Decision on dividend is based on TCS Limited (unconsolidated) financials which excludes the performance of subsidiaries of TCS Limited. The board of directors decides on interim dividend based on the performance of TCSL during the course of the year. For fiscal 2016, TCSL declared three interim dividends of ₹ 5.5 per equity share and a final dividend of ₹ 27 per equity share has been recommended by the board of directors at its meeting held on April 18, 2016. Post approval of final dividend of ₹ 27 per equity share by the shareholders, the total dividend for fiscal 2016 would aggregate ₹ 43.5 per equity share (for fiscal 2015 ₹ 79 per equity share, including a special dividend of ₹ 40)."
+"# Management Discussion and Analysis # DISCUSSIONS ON FINANCIAL PERFORMANCE - UNCONSOLIDATED The following table gives an overview of the financial results of TCS Limited: | |Fiscal 2016|% growth|Fiscal 2015 - ex rewards|Fiscal 2015 - as reported| |---|---|---|---|---| |Revenue from operations|85,863.85|100.00|16.70|16.70| | |73,578.06|100.00| |73,578.06| |Expenses:| | | | | |Employee benefit expenses|30,068.19|35.02|20.07|9.86| | |25,041.90|34.03| |27,368.32| |Overseas business expenses (employee allowances paid overseas)|12,459.08|14.51|14.44|14.44| | |10,886.90|14.80| |10,886.90| |Services rendered by business associates (BA) and others|6,320.53|7.36|25.24|25.24| | |5,046.61|6.86| |5,046.61| |Total employee and BA related expenses|48,847.80|56.89|19.21|12.81| | |40,975.41|55.69| |43,301.83| |Overseas business expenses (other than employee allowance paid overseas)|947.07|1.10|1.76|1.76| | |930.73|1.27| |930.73| |Operation and other expenses|9,119.77|10.62|9.65|9.65| | |8,317.30|11.30| |8,317.30| |Total expenses|58,914.64|68.61|17.31|12.11| | |50,223.44|68.26| |52,549.86| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|26,949.21|31.39|15.39|28.16| | |23,354.62|31.74| |21,028.20| |Other income (net) excluding dividend income|3,035.66|3.54|(3.06)|(3.06)| | |3,131.60|4.26| |3,131.60| |Dividend income|704.54|0.82|(47.23)|(47.23)| | |1,335.13|1.81| |1,335.13| |Finance costs|13.58|0.02|(82.93)|(82.93)| | |79.57|0.11| |79.57| |Depreciation and amortisation expense|1,559.19|1.82|11.87|11.87| | |1,393.77|1.89| |1,393.77| |Profit before exceptional item and tax|29,116.64|33.91|10.51|21.21| | |26,348.01|35.81| |24,021.59| |Exceptional item|-|-|-|-| | |528.38|0.72| |528.38| |Profit before tax (PBT)|29,116.64|33.91|8.34|18.60| | |26,876.39|36.53| |24,549.97| |Tax expense|6,233.94|7.26|7.76|17.78| | |5,784.96|7.86| |5,293.01| |Profit for the year (PAT)|22,882.70|26.65|8.49|18.83| | |21,091.43|28.67| |19,256.96| Revenue from operations increased from ` 73,578.06 crores in fiscal 2015 to ` 85,863.85 crores in fiscal 2016, registering a growth of 16.70% (13.77% in fiscal 2015). The business growth in fiscal 2016 was at 13.04% (14.44% in fiscal 2015). The increase in revenue growth in fiscal 2016 is mainly on account of exchange rate fluctuations (3.65% in fiscal 2016; negative 0.67% in fiscal 2015). Management Discussion and Analysis # Annual Report 2015-16 # Expenses # Employee and BA related expenses | |Fiscal 2016| |Fiscal 2015 - ex rewards| |Fiscal 2015 - as reported| |---|---|---|---|---|---| |Employee benefit expenses|30,068.19|35.02%|25,041.90|34.03%|27,368.32| |Overseas business expenses|12,459.08|14.51%|10,886.90|14.80%|10,886.90| |(employee allowances paid overseas)| | | | | | |Services rendered by BA and others|6,320.53|7.36%|5,046.61|6.86%|5,046.61| |Total|48,847.80|56.89%|40,975.41|55.69%|43,301.83| Total employee and BA related expenses have increased by 19.21% from ` 40,975.41 crores in fiscal 2015 to ` 48,847.80 crores in fiscal 2016. These costs as a percentage of revenue were 56.89% in fiscal 2016 (55.69% in fiscal 2015). Overseas business expenses (other than employee allowances paid overseas) went up marginally from ` 930.73 crores (1.27% of revenue) in fiscal 2015 to ` 947.07 crores (1.10% of revenue) in fiscal 2016. # Operation and other expenses | |Fiscal 2016| |Fiscal 2015| | | | |---|---|---|---|---|---|---| |Software, hardware and material costs| | |3,107.14|3.62%|2,932.16|3.99%| |Communication| | |688.97|0.80%|641.50|0.87%| |Travelling and conveyance| | |1,094.73|1.27%|812.94|1.10%| |Rent| | |1,058.65|1.23%|1,072.70|1.46%| |Legal and professional fees| | |328.42|0.38%|333.54|0.45%| |Repairs and maintenance| | |633.03|0.74%|491.18|0.66%| |Electricity| | |510.83|0.59%|493.36|0.67%| |Recruitment and training| | |270.80|0.32%|235.10|0.33%| |Others| | |1,427.20|1.67%|1,304.82|1.77%| |Total| | |9,119.77|10.62%|8,317.30|11.30%| Operation and other expenses as percentage of revenue decreased marginally from 11.30% in fiscal 2015 to 10.62% in fiscal 2016. 96 Management Discussion and Analysis # Earnings before interest, tax, depreciation and amortisation (EBITDA) In fiscal 2016 EBITDA was ` 26,949.21 (31.39% of revenue) as compared to ` 23,354.62 (31.74% of revenue) in fiscal 2015. There is a marginal decrease in the EBITDA of 0.35% as a percentage of revenue during fiscal 2016. # Other income (net) | |Fiscal 2016| |Fiscal 2015| | |---|---|---|---|---| | |` crores|% of revenue|` crores|% of revenue| |Dividend income|704.54|0.82|1,335.13|1.81| |Interest income|1,679.48|1.96|1,554.93|2.11| |Exchange gain (net)|798.26|0.93|1,278.63|1.74| |Profit on redemption of mutual funds and sale of other investments (net)|459.25|0.53|225.99|0.31| |Others (net)|98.67|0.12|72.05|0.10| |Total|3,740.20|4.36|4,466.73|6.07| The decrease in other income of 1.71% as a percentage of revenue, is primarily attributable to # Depreciation and amortisation Depreciation and amortisation increased from ` 1,393.77 crores in fiscal 2015 (1.89% of revenue) to ` 1,559.19 crores in fiscal 2016 (1.82% of revenue). The increase was spread across all asset groups, mainly attributable to freehold buildings, electrical installation, computers and leasehold improvements. # Exceptional item In fiscal 2016 there has been no item which can be termed as ""exceptional"". In fiscal 2015, there was a one-time credit item of ` 528.38 crores shown under the head 'Exceptional item'. This was the net impact of change in accounting policy for depreciation necessitated due to implementation of the Companies Act, 2013. # Tax expense Tax expense increased to ` 6,233.94 crores in fiscal 2016 from ` 5,784.96 crores in fiscal 2015. As a percentage of revenue, it has decreased from 7.86% in fiscal 2015 to 7.26% in fiscal 2016. The effective tax rate has decreased marginally from 21.52% in fiscal 2015 to 21.41% in fiscal 2016. # Profit before tax (PBT) In fiscal 2016, PBT was ` 29,116.64 crores (` 26,876.39 crores, ex reward in fiscal 2015)."
+"As a percentage of revenue, PBT decreased from 36.53% in fiscal 2015 to 36.53% in fiscal 2016. # Profit for the year (PAT) The net profit in fiscal 2016 was ` 22,882.70 crores (26.65% of revenue) as compared to ` 21,091.43 crores in fiscal 2015, ex reward (28.67% of revenue). Management Discussion and Analysis # Annual Report 2015-16 # FINANCIAL POSITION - UNCONSOLIDATED # Share capital | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Authorised|460.05 crores equity shares of ` 1 each|460.05 crores equity shares of ` 1 each| | |105.03 crores redeemable preference shares of ` 1 each|105.03 crores redeemable preference shares of ` 1 each| |Total|565.08|525.08| |Issued, subscribed and fully paid-up|195.87 crores equity shares of ` 1 each|195.87 crores equity shares of ` 1 each| | |1.17 crores equity shares issued during the period|1.17 crores equity shares issued during the period| |Total|197.04|195.87| In fiscal 2016, the authorised equity share capital was increased to 460.05 crores equity shares of ` 1 each, pursuant to the amalgamation of its subsidiaries - WTI Advanced Technology Limited and CMC Limited. 1.17 crores equity shares were issued to the shareholders of CMC Limited in terms of the scheme of arrangement sanctioned by the High Courts of Judicature at Bombay and Hyderabad (refer note 28 to the financial statements for details). # Reserves and surplus General reserve as at March 31, 2015 was ` 7,052.69 crores. On transfer of ` 2,288.27 crores from the profit and loss account and on reduction of ` 222.70 crores on account of merger of CMC Limited into TCSL, the general reserve as at March 31, 2016 increased to ` 9,118.26 crores. Foreign currency translation reserve was ` 227.20 crores as at March 31, 2016 (` 218.46 crores as at March 31, 2015). The closing balance in hedging reserve account, arising out of cash flow hedges as at March 31, 2016 showed an accumulated gain of ` 56.77 crores ( ` 150.75 crores as at March 31, 2015). Note 38 to the unconsolidated financial statements gives details of movements in the hedging reserve account. Balance in the statement of profit and loss as at March 31, 2016 was ` 47,247.98 crores (` 35,779.06 crores as at March 31, 2015) after appropriation towards dividend on equity shares, tax on dividend, write back of tax on dividend of prior year and transfer to general reserve. Reserves and surplus as at March 31, 2016 were ` 58,669.82 crores (` 45,220.57 crores, as at March 31, 2015), an increase of 29.74%. # Short-term and long-term borrowings The decrease in short term borrowings (` 112.96 crores as at March 31, 2016; ` 185.56 crores as at March 31, 2015) was mainly attributable to the reduction of ` 184.40 crores in unsecured bank overdraft, offset by increase in secured bank overdraft of ` 111.80 crores required for management of working capital. The secured loans are secured against book debts. Long-term borrowings as at March 31, 2016 aggregated ` 50.06 crores (` 64.71 crores as at March 31, 2015) primarily due to finance lease obligations of ` 49.77 crores (` 64.13 crores as at March 31, 2015) which are secured against fixed assets. For details refer note 33 to the unconsolidated financial statements 'obligations towards finance leases'. # Deferred tax liability (net) and deferred tax assets (net) As stated in the accounting policies, deferred tax assets and liabilities are offset, tax jurisdiction-wise. Note 6 to the unconsolidated financial statements brings out details of component-wise deferred tax balances where the net values result into liabilities or assets, jurisdiction-wise. File: AR_TCS_2015_2016.md Deferred tax liability or asset is recognised on timing difference being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Such timing differences resulting in deferred tax liability or asset usually arise from items like branch profit tax, depreciation and employee benefit expenses. The net deferred tax liability was ` 365.52 crores as at March 31, 2016 (` 271.46 crores as at March 31, 2015). As at March 31, 2016, the net deferred tax asset had a balance of ` 465.83 crores (` 303.47 crores as at March 31, 2015). TCSL assesses the likelihood of deferred tax assets getting recovered from future taxable income."
+"# Management Discussion and Analysis # Other current liabilities and long-term liabilities | |As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---|---| |Other current liabilities|Other long-term liabilities|Total other liabilities| | | | | |Income received in advance|1,067.72|854.67|-|-|1,067.72|854.67| |Advance received from customers|39.21|26.18|-|-|39.21|26.18| |Other payables and liabilities|2,896.91|1,610.62|591.15|722.15|3,488.06|2,332.77| |Total|4,003.84|2,491.47|591.15|722.15|4,594.99|3,213.62| Other current and long-term liabilities increased to ` 4,594.99 crores as at March 31, 2016 (` 3,213.62 crores as at March 31, 2015). The increase was mainly on account of: - Government securities amounting to ` 804.86 crores - Currency option contracts secured against trade receivables ` 132.68 crores - Contracts ` 119.96 crores. # Short-term and long-term provisions Provisions aggregated ` 8,308.25 crores as at March 31, 2016 (` 7,146.26 crores as at March 31, 2015). The composition of provisions is given in the table below: | |As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---|---| |Short-term provisions|Long-term provisions|Total provisions| | | | | |Provision for employee benefits|1,164.05|951.52|48.18|32.43|1,212.23|983.95| |Proposed final dividend on equity shares|5,320.16|4,700.95|-|-|5,320.16|4,700.95| |Tax on dividend|1,083.06|939.91|-|-|1,083.06|939.91| |Current income taxes|537.49|323.93|-|-|537.49|323.93| |Provision for foreseeable loss on a long-term contract|114.83|103.04|40.48|94.48|155.31|197.52| |Total|8,219.59|7,019.35|88.66|126.91|8,308.25|7,146.26| The increase of ` 1,161.99 crores in provisions was mainly attributable to: - ` 619.21 crores - ` 228.28 crores - ` 213.56 crores - ` 143.15 crores - Provision for foreseeable loss on a long-term contract ` 42.21 crores. Management Discussion and Analysis # Annual Report 2015-16 # Fixed assets Significant additions to gross block in fiscal 2016 were: - Gross block: ` 1,660.07 crores (` 1,243.63 crores in fiscal 2015) - Outsourced equipment: ` 637.50 crores (` 711.64 crores in fiscal 2015) - Intangible assets: ` 508.38 crores (` 442.23 crores in fiscal 2015) TCSL entered into contractual commitments with vendors who are executing various infrastructure projects. The estimated amounts of such contracts remaining to be executed on capital account and not provided for (net of advances), were ` 1,446.17 crores as at March 31, 2016 (` 1,844.08 crores as at March 31, 2015). # Current investments and non-current investments | |As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---|---| |Current investments|-|-|2,123.73|2,495.44|2,123.73|2,495.44| |Non-current investments|-|-|-|101.75|-|101.75| |Investments in mutual funds, government securities and others|21,847.39|747.47|104.55|54.04|21,951.94|801.51| |Total|21,847.39|747.47|2,228.28|2,651.23|24,075.67|3,398.70| Increase in total investments in fiscal 2016 was mainly on account of investment in government securities in current year amounting to ` 20,171.95 crores. # Trade receivables (AR) and unbilled revenue (UBR) The Company monitors AR and UBR net of unearned revenues (UER) separately and collectively. The close monitoring has ensured that the AR and UBR net of UER as a percentage of revenue has declined from 26.43% in fiscal 2015 to 25.31% in fiscal 2016. As a percentage of revenue, AR were at 22.20% as at March 31, 2016 compared to 23.15% as at March 31, 2015. UBR as percentage of revenue declined to 3.16% in fiscal 2016 from 3.32% in fiscal 2015. # Short-term and long-term loans and advances | |As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---|---| |Short-term loans and advances|-|-|186.46|201.90|186.46|201.90| |Security deposits|117.63|104.17|603.13|538.00|720.76|642.17| |Advance tax (including refunds receivable (net))|-|-|4,229.86|3,884.22|4,229.86|3,884.22| |MAT credit entitlement|-|-|1,960.31|1,801.78|1,960.31|1,801.78| |Other loans and advances|4,558.15|3,248.01|2,771.16|2,026.65|7,329.31|5,274.66| |Total|4,675.78|3,352.18|9,750.92|8,452.55|14,426.70|11,804.73| # Management Discussion and Analysis # Loans and advances as at March 31, 2016 Loans and advances as at March 31, 2016 increased by ` 2,621.97 crores. The increase was primarily attributable to: - ` 1,362.00 crores placed with non-related corporate which have high credit ratings - ` 158.53 crores driven by payments made against demands from tax authorities, some of which have been contested by TCSL - ` 151.62 crores - ` 677.48 crores mainly to assist those affected by Chennai floods - ` 193.54 crores # Other current and non-current assets | |As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015|As at March 31, 2016|As at March 31, 2015| | | |---|---|---|---|---|---|---|---|---| |Other current assets|186.96|339.53|Other non-current assets|72.52|24.33|Total|259.48|363.86| |Long - term bank deposits|-|-|415.00|500.00|415.00|500.00| | | |Others|-|-|85.00|0.35|85.00|0.35| | | |Total|186.96|339.53|572.52|524.68|759.48|864.21| | | Other current and non-current assets as at March 31, 2016 were lower by ` 104.73 crores primarily on account of reduction in interest receivable."
+"# Cash & bank balances | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Short - term bank deposits|-|16,002.75| |Cash and cash equivalents and earmarked balances with banks|4,806.37|499.75| |Total|4,806.37|16,502.50| Management Discussion and Analysis # Annual Report 2015-16 # CASH FLOW - UNCONSOLIDATED TCSL's growth has been financed largely by cash generated from operations. It has sufficient cash generated from operations for meeting its working capital requirements as well as the requirements for capital expenditure. The one-time employee reward, provided on accrual basis in the financial statements for fiscal 2015 was paid in fiscal 2016. In the following discussions, the impact of the one-time employee reward on cash flow from operating activities has been excluded for like to like comparison. # Banking and financing arrangements As at March 31, 2016, TCSL had available line of credit with multiple banks aggregating ` 6,059.00 crores, interchangeable between fund-based and non-fund based limits (` 5,759.00 crores as at March 31, 2015). As at March 31, 2016 TCSL had utilised ` 1,756.38 crores of these limits (` 1,475.31 crores utilised as at March 31, 2015). # Summary of cash flow statement is given below | |Fiscal 2016 - excluding payment of one-time employee reward|Fiscal 2015 as reported|Fiscal 2016 as reported| |---|---|---|---| |Net cash provided by / (used in) :| | | | |Operating activities|20,270.73|16,319.89|17,996.31| |Investing activities|(4,549.32)|611.01|(4,549.32)| |Financing activities|(9,565.03)|(16,914.20)|(9,565.03)| |Adjustment on account of merger|31.61|1.97|31.61| |Exchange difference on translation of foreign currency|40.12|(27.26)|40.12| |Net increase / (decrease) in cash and cash equivalents after adjustments|6,228.11|(8.59)|3,953.69| # Cash flows from operating activities | |Fiscal 2016 - excluding payment of one-time employee reward|Fiscal 2015 - excluding provision of one-time employee reward|Fiscal 2016 as reported|Fiscal 2015 as reported| |---|---|---|---|---| |Operating profit before working capital changes|27,786.15|24,960.00|27,786.15|22,633.58| |Effect of working capital changes|(998.73)|(2,319.54)|(3,325.15)|6.88| |Taxes paid|(6,516.69)|(6,320.57)|(6,464.69)|(6,320.57)| |Net cash provided by operating activities|20,270.73|16,319.89|17,996.31|16,319.89| In fiscal 2016, TCSL generated net cash of ` 19,830.78 crores (` 16,319.89 crores in fiscal 2015) from operating activities. This is attributable to: * capital changes to ` 27,786.15 crores in fiscal 2016 (` 24,960.00 crores in fiscal 2015) # Cash flows from investing activities | |Fiscal 2016|Fiscal 2015| |---|---|---| |Fixed assets (net)|(1,777.15)|(2,564.49)| |Trade investments (net)|113.72|192.53| |Mutual funds, government securities & other investments (net)|(19,179.71)|2,451.06| |Certificate of deposit placed|(490.26)|-| |Inter-corporate deposits (ICD) (net)|(1,362.00)|103.00| |Deposit with banks (net)|15,651.69|(2,897.58)| |Dividends received from subsidiaries (including exchange gain)|696.05|1,354.31| |Interest received|1,782.83|1,934.38| |Others|15.51|37.80| |Net cash (used in) / provided by investing activities|(4,549.32)|611.01| In fiscal 2016, cash used in investing activities was ` 4,549.32 crores (cash provided of ` 611.01 crores in fiscal 2015). During fiscal 2016, cash used in investing activities was primarily attributable to: - net sale of mutual funds, government securities & other investments ` 19,179.71 crores in fiscal 2016 (net sale ` 2,451.06 crores in fiscal 2015), mainly of government securities. - net purchase of fixed assets ` 1,777.15 crores in fiscal 2016 ( ` 2,564.49 crores in fiscal 2015). - net maturity of inter-corporate deposits ` 1,362.00 crores in fiscal 2016 (ICD (net) matured ` 103.00 crores in fiscal 2015). - net placement of certificate of deposit ` 490.26 crores. Cash provided by investing activities was primarily attributable to: - net deposit with banks ` 15,651.69 crores in fiscal 2016 (investment of ` 2,897.58 crores in fiscal 2015). - interest received from inter-corporate deposits and bonds & debentures ` 1,782.83 crores in fiscal 2016 (` 1,934.38 crores in fiscal 2015). - dividends received from subsidiaries ` 696.05 crores in fiscal 2016 (` 1,354.31 crores in fiscal 2015). # Cash flows from financing activities | |Fiscal 2016|Fiscal 2015| |---|---|---| |Repayment of long term borrowings|(0.47)|(0.47)| |Short term borrowings (net)|(72.60)|185.56| |Dividend paid including dividend tax|(9,479.19)|(17,020.46)| |Interest paid|(12.77)|(78.83)| |Net cash used in financing activities|(9,565.03)|(16,914.20)| The significant items of cash used in financing activities in fiscal 2016 were payment of dividend ` 9,479.19 crores including dividend tax (` 17,020.46 crores in fiscal 2015) and repayment of short term borrowings (net) ` 72.60 crores in fiscal 2016 (proceed of ` 185.56 crores in fiscal 2015). # INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on lines of globally accepted risk based framework as issued by the committee of sponsoring organisations (COSO) of the treadway commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organisation's process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses."
+"The Company has successfully laid down the framework and ensured its effectiveness. TCS's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. TCS has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices. # Annual Report 2015-16 Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2016. The assessment involved self review, peer review and external audit. Deloitte Haskins & Sells LLP, the statutory auditors of TCS has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013). TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Deloitte Haskins & Sells LLP) and the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including most of the subsidiaries and foreign branches. TCS also undergoes periodic audit by specialised third party consultants and professional for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015), our audit committee has concluded that, as of March 31, 2016, our internal financial controls were adequate and operating effectively. # CAUTIONARY STATEMENT Certain statements made in the management discussion and analysis report relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company's operations. These include climatic and economic conditions affecting demand and supply, government regulations and taxation, natural calamities over which the Company does not have any direct control. # Management Discussion and Analysis # Corporate Governance Report 105 # Annual Report 2015-16 # Corporate Governance Report for the year 2015-16 # I. Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors, which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (""Act""). These codes are available on the Company's website."
+"The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (""Insider Trading Code""). The Company has in place an Information Security Policy that ensures proper utilisation of IT resources. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") the Company has executed fresh Listing Agreements with the Stock Exchanges. The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements and regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance. # II. Board of Directors i. As on March 31, 2016, the Company has eleven Directors. Of the eleven Directors, nine (i.e. 81.82%) are Non-Executive Directors and six (i.e. 54.55%) are Independent Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. ii. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2016 have been made by the Directors. None of the Directors are related to each other. iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. iv. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other public companies as on March 31, 2016 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies under Section 8 of the Act. Chairmanships / Memberships of Board Committees shall only include Audit Committee and Stakeholders' Relationship Committee. # Corporate Governance Report |Name of the Director|Category|Number of board meetings during the year 2015-16|Whether attended last AGM held on June 30, 2015|Number of Directorships in other Public Companies|Number of positions held in other Public Companies| | | | |---|---|---|---|---|---|---|---|---| |Mr. Cyrus Mistry (Chairman)|Non-Independent, Non-Executive|8|8|Yes|9|-|-|-| |Mr. N. Chandrasekaran (Chief Executive Officer and Managing Director)|Non-Independent, Executive|8|8|Yes|-|-|-|-| |Mr. Aman Mehta|Independent, Non-Executive|8|8|Yes|-|5|2|3| |Mr. V. Thyagarajan|Independent, Non-Executive|8|8|Yes|-|-|-|-| |Prof. Clayton M. Christensen|Independent, Non-Executive|8|7|No|-|-|-|-| |Dr. Ron Sommer|Independent, Non-Executive|8|8|Yes|-|-|-|-| |Dr. Vijay Kelkar|Independent, Non-Executive|8|8|Yes|-|6|2|3| |Mr. Ishaat Hussain|Non-Independent, Non-Executive|8|7|Yes|4|5|3|3| |Mr. O. P. Bhatt|Independent, Non-Executive|8|8|Yes|-|2|1|2| |Mr. Phiroz Vandrevala|Non-Independent, Non-Executive|8|8|Yes|-|2|1|-| |Ms. Aarthi Subramanian|Non-Independent, Executive|8|8|Yes|-|-|-|-| Video / tele-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings. Eight Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held: April 16, 2015; June 30, 2015; July 9, 2015; September 3, 2015; October 13, 2015; January 11, 2016; January 12, 2016 and March 10, 2016. The necessary quorum was present for all the meetings. During the year 2015-16, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has been placed before the Board for its consideration. The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company. During the year, two meetings of the Independent Directors were held on October 13, 2015 and March 11, 2016. The Independent Directors, inter-alia, reviewed the performance of non-independent directors, Chairman of the Company and the Board as a whole. The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company. The details of the familiarisation programme of the Independent Directors are available on the website of the Company (http://www.tcs.com/investors). # Annual Report 2015-16 # xi. Details of equity shares of the Company held by the Directors as on March 31, 2016 are given below: |Name|Category|Number of equity shares| |---|---|---| |Mr. Cyrus Mistry|Non-Independent, Non-Executive|41,63,526| |Mr. N. Chandrasekaran|Non-Independent, Executive|88,528| |Mr. Ishaat Hussain|Non-Independent, Non-Executive|1,740| |Ms."
+"Aarthi Subramanian|Non-Independent, Executive|2,800| The Company has not issued any convertible instruments. # III. Committees of the Board # A. Audit committee # i. The audit committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations, read with Section 177 of the Act. # ii. The terms of reference of the audit committee are broadly as under: - Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; - Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; - Approval of payment to statutory auditors for any other services rendered by the statutory auditors; - Reviewing, with the management, the annual financial statements and auditors' report thereon before submission to the board for approval, with particular reference to: - - Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Act. - Changes, if any, in accounting policies and practices and reasons for the same. - Major accounting entries involving estimates based on the exercise of judgment by management. - Significant adjustments made in the financial statements arising out of audit findings. - Compliance with listing and other legal requirements relating to financial statements. - Disclosure of any related party transactions. - Qualifications in the draft audit report. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; - Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; - Review and monitor the auditors' independence and performance, and effectiveness of audit process; - Approval or any subsequent modification of transactions of the Company with related parties; - Scrutiny of inter-corporate loans and investments; - Examination of the financial statement and the auditors' report thereon; # Valuation of undertakings or assets of the company, wherever it is necessary; Evaluation of internal financial controls and risk management systems; Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed; The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company; The audit committee shall review the information required as per SEBI Listing Regulations. # iii. The audit committee invites such of the executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the Secretary to the Audit Committee. # iv. In terms of the Insider Trading Code adopted by the Company in FY 2015-16, the Committee considers the following matters: - To approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the Insider Trading Code. - To note and take on record the status reports detailing the dealings by Designated Persons in Securities of the Company, as submitted by the Compliance Officer on a quarterly basis. - To provide directions on any penal action to be initiated, in case of any violation of the Regulations by any person. # v. Mr. Suprakash Mukhopadhyay, Vice President and Company Secretary was appointed as the Compliance Officer by the Board to ensure compliance and effective implementation of the Insider Trading Code. # vi. Quarterly Reports are sent to the members of the Committee on matters relating to the Insider Trading Code. # vii. The previous Annual General Meeting (""AGM"") of the Company was held on June 30, 2015 and was attended by Mr. Aman Mehta, Chairman of the audit committee. # viii. The composition of the Audit Committee and the details of meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2015 -16|Held|Attended| |---|---|---|---|---| |Mr."
+"Aman Mehta (Chairman)|Independent, Non-Executive|5|5| | |Mr. V. Thyagarajan|Independent, Non-Executive|5|5| | |Dr. Ron Sommer|Independent, Non-Executive|5|5| | |Dr. Vijay Kelkar|Independent, Non-Executive|5|5| | |Mr. Ishaat Hussain|Non-Independent, Non-Executive|5|4| | |Mr. O. P. Bhatt|Independent, Non-Executive|5|5| | # ix. Five audit committee meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held are as follows: April 16, 2015; July 9, 2015; September 3, 2015; October 13, 2015 and January 12, 2016. The necessary quorum was present for all the meetings. Corporate Governance Report 109 # Annual Report 2015-16 # B. Nomination and remuneration committee # i. The nomination and remuneration committee of the Company is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act. # ii. The broad terms of reference of the nomination and remuneration committee are as under: File: AR_TCS_2015_2016.md - Recommend to the Board the setup and composition of the Board and its committees, including the ""formulation of the criteria for determining qualifications, positive attributes and independence of a director."" The committee will consider periodically reviewing the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience. - Recommend to the Board the appointment or reappointment of directors. - Devise a policy on Board diversity. - Recommend to the Board appointment of Key Managerial Personnel (""KMP"" as defined by the Act) and executive team members of the Company (as defined by this Committee). - Carry out evaluation of every director's performance and support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors. This shall include ""Formulation of criteria for evaluation of Independent Directors and the Board"". Additionally the Committee may also oversee the performance review process of the KMP and executive team of the Company. - Recommend to the Board the Remuneration Policy for directors, executive team or Key Managerial Personnel as well as the rest of the employees. - On an annual basis, recommend to the Board the remuneration payable to the directors and oversee the remuneration to executive team or Key Managerial Personnel of the Company. - Oversee familiarisation programmes for directors. - Oversee the Human Resource philosophy, Human Resource and People strategy and Human Resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the Board, Key Managerial Personnel and executive team). - Provide guidelines for remuneration of directors on material subsidiaries. - Recommend to the Board on voting pattern for appointment and remuneration of directors on the Boards of its material subsidiary companies. - Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter. # iii. The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2015 -16| |---|---|---| |Mr. Aman Mehta (Chairman)|Independent, Non-Executive|3| |Mr. V. Thyagarajan|Independent, Non-Executive|3| |Mr. Cyrus Mistry|Non-Independent, Non-Executive|3| |Mr. Ishaat Hussain|Non-Independent, Non-Executive|3| Three nomination and remuneration committee meetings were held. The dates on which the said meetings were held are as follows: April 16, 2015; January 11, 2016 and March 11, 2016 # iv. The Company does not have any Employee Stock Option Scheme. # v. Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement. # vi. Remuneration Policy: Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our Business Model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors."
+"Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective April 1, each year. The Nomination and Remuneration Committee decides on the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act based on the performance of the Company as well as that of the Managing Director and each Executive Director. During the year 2015-16 the Company paid sitting fees of ` 30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Members have at the AGM of the Company on June 27, 2014 approved of payment of commission to the Non-Executive Directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the Board of Directors and distributed amongst the Non-Executive Directors based on their attendance and contribution at the Board and certain Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. # vii. Details of the Remuneration for the year ended March 31, 2016: |Name|Commission|Sitting Fees| |---|---|---| |Mr. Cyrus Mistry|-|4.20| |Mr. Aman Mehta|230.00|5.40| |Mr. V. Thyagarajan|160.00|6.60| |Prof. Clayton M. Christensen|125.00|2.40| |Dr. Ron Sommer|170.00|4.80| |Dr. Vijay Kelkar|135.00|4.80| |Mr. Ishaat Hussain|175.00|5.40| |Mr. O. P. Bhatt|140.00|7.80| |Mr. Phiroz Vandrevala|65.00|2.40| Corporate Governance Report 111 # Annual Report 2015-16 # b. Managing Director and Executive Director |Name of Director and period of appointment|Salary (` Lakh)|Benefits Perquisites and Allowances (` Lakh)|Commission (` Lakh)|ESPS| |---|---|---|---|---| |Mr. N. Chandrasekaran Chief Executive Officer and Managing Director (w.e.f. October 6, 2014 for a period of 5 years)|228.60|437.33|1,900.00|nil| |Ms. Aarthi Subramanian Executive Director (w.e.f. March 12, 2015 for a period of 3 years)|58.14|117.02|100.00|nil| The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available and the one-time bonus paid to eligible employees, as the same is of a non-recurring nature. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees. # C. Stakeholders' relationship committee 1. The stakeholders' relationship committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act. 2. The broad terms of reference of the stakeholders' relationship committee are as under: - Consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice / annual reports, etc. and all other securities-holders related matters. - Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc. 3. Two meetings of the stakeholders' relationship committee were held during the year on September 3, 2015 and March 11, 2016. 4. The composition of the stakeholders' relationship committee and the details of meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2015 -16| |---|---|---| |Mr. V. Thyagarajan (Chairman)|Independent, Non-Executive|Held: 2 Attended: 2| |Mr. O. P. Bhatt|Independent, Non-Executive|Held: 2 Attended: 2| |Mr. N. Chandrasekaran|Non-Independent, Executive|Held: 2 Attended: 2| The Company has always valued its customer relationships. This philosophy has been extended to investor relationship and an Investor Relations Department (IRD) was set up in June 2004, prior to the Company's Initial Public Offer of shares. The IRD focuses on servicing the needs of various stakeholders viz. investors, analysts, brokers and the general public. # 112 Corporate Governance Report # vi. Name, designation and address of Compliance Officer: Mr. Suprakash Mukhopadhyay Vice President and Company Secretary Tata Consultancy Services Limited 11th Floor, Maker Towers ""E"" Block Cuffe Parade, Colaba Mumbai 400 005 Telephone: 91 22 6778 9191 Fax: 91 22 6630 3672 # vii."
+"Details of investor complaints received and redressed during the year 2015-16 are as follows: |Opening Balance|Received during the year|Resolved during the year|Closing Balance| |---|---|---|---| |3|124|126|1*| * As required by Securities and Exchange Board of India (""SEBI""), reminder letter was sent to the complainant on April 1, 2016 requesting the complainant to complete the formalities to enable the Company to transfer the shares. # D. Other Committees # i. Ethics and compliance committee: The Company has an ethics and compliance committee of Directors to consider matters relating to the Company with respect to the Company's Code of Conduct (""CoC"") and such matters as may be referred by the Board from time to time. During the year, the Company adopted Insider Trading Code, pursuant to which the matters relating to the Insider Trading Code are being considered by the audit committee. The Company has also formulated an Anti Bribery and Anti Corruption Policy and Gifts Policy which is also monitored by the ethics and compliance committee. Monthly reports are sent to the members of the ethics and compliance committee on matters relating to the CoC. Two meetings of the ethics and compliance committee were held during the year on September 3, 2015 and March 11, 2016. |Name|Category|Number of meetings during the financial year 2015 -16|Held|Attended| |---|---|---|---|---| |Mr. V. Thyagarajan (Chairman)|Independent, Non-Executive|2|2| | |Mr. N. Chandrasekaran|Non-Independent, Executive|2|2| | |Mr. O. P. Bhatt|Independent, Non-Executive|2|2| | # ii. Bank account committee: The Company has a bank account committee of directors comprising of Mr. Aman Mehta (Independent, Non-Executive) and Mr. N. Chandrasekaran (Non-Independent, Executive). The bank account committee is responsible for approval of the opening and closing of bank accounts of the Company and to authorise persons to operate the bank accounts of the Company. # Annual Report 2015-16 # iii. Executive committee: The Company has an executive committee of directors comprising of Mr. Cyrus Mistry (Non-Independent, Non-Executive) as the Chairman, Prof. Clayton M. Christensen (Independent, Non-Executive), Dr. Ron Sommer (Independent, Non-Executive) and Mr. N. Chandrasekaran (Non-Independent, Executive). The executive committee's role covers a detailed review of the following matters before these are presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the board. The above matters were discussed in various board meetings held during the year with the presence of the executive committee members with intent to avail expertise of all the board members. # iv. Software Technology Parks of India (STPI) / Special Economic Zone (SEZ) committee: The Company has a STPI / SEZ committee of directors comprising of Mr. V. Thyagarajan (Independent, Non-Executive) and Mr. N. Chandrasekaran (Non-Independent, Executive). The STPI / SEZ Committee is responsible for approval, from time to time, of registration / renewal of registration / de-registration of various offices of the Company under the STPI / SEZ schemes and such other schemes as may be deemed fit by them and to also approve of other STPI / SEZ / other scheme(s) related matters. # v. Risk management committee: The risk management committee of the Company is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. The board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Four meetings of the risk management committee were held during the year on April 29, 2015, July 8, 2015, October 12, 2015 and February 8, 2016. The composition of the risk management committee and details of the meetings attended by its members are given below: |Name|Category|Number of meetings during the financial year 2015 -16| |---|---|---| |Mr. Ishaat Hussain|Non-Independent, Non-Executive|4| |Mr. N. Chandrasekaran|Non-Independent, Executive|4| |Mr. O. P. Bhatt|Independent, Non-Executive|4| |Ms. Aarthi Subramanian*|Non-Independent, Executive|4| |Mr. Rajesh Gopinathan|Chief Financial Officer|4| *Appointed as member of committee w.e.f April 16, 2015 # vi. Health, safety and sustainability committee: The Health, safety and sustainability committee of directors is responsible for framing and implementation of broad guidelines / policies with regard to the health, safety and sustainability activities of the Company, review the policies, processes and systems periodically and recommend measures for improvements from time to time."
+"# One meeting of the health, safety and sustainability committee was held during the year on September 3, 2015 The composition of the health, safety and sustainability committee and details of the meeting attended by its members are given below: |Name|Category|Number of meetings during the financial year 2015 -16|Held|Attended| |---|---|---|---|---| |Dr. Vijay Kelkar (Chairman)|Independent, Non-Executive|1|1| | |Dr. Ron Sommer|Independent, Non-Executive|1|1| | |Mr. N. Chandrasekaran|Non-Independent, Executive|1|1| | # vii. Corporate social responsibility (""CSR"") committee CSR Committee of the Company is constituted in line with the provisions of Section 135 of the Act. The broad terms of reference CSR committee is as follows: - Formulate and recommend to the board, a CSR policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act; - Recommend the amount of expenditure to be incurred on the activities referred to above; - Monitor the CSR Policy of the Company from time to time; Three meetings of the CSR committee were held during the year on April 7, 2015, January 11, 2016 and March 11, 2016. The composition of the CSR Committee and details of the meeting attended by its members are given below: |Name|Category|Number of meetings during the financial year 2015 -16|Held|Attended| |---|---|---|---|---| |Mr. Cyrus Mistry (Chairman)|Non-Independent, Non-Executive|3|3| | |Mr. O. P. Bhatt|Independent, Non-Executive|3|3| | |Mr. N. Chandrasekaran|Non-Independent, Executive|3|3| | # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2012-13|June 28, 2013| |Birla Matushri Sabhagar,| |2013-14|June 27, 2014|3.30 p.m.|19, Sir Vithaldas Thackersey Marg, New Marine Lines,| |2014-15|June 30, 2015| |Mumbai - 400 020| # b. A court convened meeting of the equity shareholders of the Company was held on April 28, 2015 at 10:00 a.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine lines, Mumbai - 400020 in terms of Order dated March 13, 2015 of the Hon'ble High Court of Judicature at Bombay, for obtaining the requisite approval of the shareholders of the Company for the Scheme. # Annual Report 2015-16 of Amalgamation under Section 391-394 of the Companies Act,1956 between CMC Limited and Tata Consultancy Services Limited and their respective shareholders. # c. Special Resolution: No special resolution was passed by the Company in any of its previous three AGMs. # ii. Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise and details of the voting pattern. During the year under review, no special resolution has been passed through the exercise of postal ballot. # iii. Details of special resolution proposed to be conducted through postal ballot: No special resolution is proposed to be conducted through postal ballot at the AGM to be held on June 17, 2016. # V. Other disclosures # i. Related party transactions All material transactions entered into with related parties as defined under the Act and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business. These have been approved by the audit committee. The board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link- TCS Related Party Transactions Policy # ii. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the stock exchanges or the SEBI or any statutory authority, on any matter related to capital markets, during the last three years 2013-14, 2014-15 and 2015-16 respectively: Nil # iii. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the audit committee. The said policy has been also put up on the website of the Company at the following link- TCS Whistle Blower Policy # iv. The Company has also adopted Policy on Determination of Materiality for Disclosures (TCS Policy on Determination of Materiality for Disclosure), Policy on Archival of Documents (TCS Policy on Archival of Documents) and Policy for Preservation of Documents. # v. The Company has duly fulfilled the following discretionary requirements as prescribed in Schedule II Part E of the SEBI Listing Regulations: - A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2015 was sent to every member in October 2015."
+"- The auditors' report on statutory financial statements of the Company are unqualified. - Mr. Cyrus Mistry is the Chairman of the Company and Mr. N. Chandrasekaran is the Chief Executive Officer and Managing Director of the Company. The Company has complied with the requirement of having separate persons to the post of Chairman and Managing Director / Chief Executive Officer. - Ernst & Young LLP, the internal auditors of the Company, make presentations to the audit committee on their reports. # vi. Reconciliation of share capital audit: A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. # 116 Corporate Governance Report # vii. Code of Conduct The members of the board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31, 2016. The annual report of the Company contains a certificate by the CEO and Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management. # VI. Subsidiary companies The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material non-listed Indian subsidiary companies. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website at the following link- TCS Material Subsidiary Policy # VII. Means of communication The quarterly, half-yearly and annual results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, LokSatta, Business Standard, The Hindu Business Line, Hindustan Times, and Sandesh. The results are also displayed on the Company's website ""www.tcs.com"". Press Releases made by the Company from time to time are also displayed on the Company's website. Presentations made to the institutional investors and analysts after the declaration of the quarterly, half-yearly and annual results are also displayed on the Company's website. A list of Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website under 'Investor FAQs' section. A Management Discussion and Analysis Report is a part of the Company's Annual Report. # VIII. General shareholder information # i. Annual General Meeting for FY 2015-2016 Date: June 17, 2016 Time: 3.30 p.m. Venue: Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of Director seeking re-appointment at the forthcoming AGM are given herein and in the Annexure to the Notice of the AGM to be held on June 17, 2016. # ii. Financial Calendar: Year ending: March 31 AGM in: June Dividend Payment: The final dividend, if declared, shall be paid / credited on or after June 24, 2016 # iii. Date of Book Closure / Record Date As mentioned in the Notice of the AGM to be held on June 17, 2016. # iv. Listing on Stock Exchanges National Stock Exchange of India Limited (""NSE"") Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited (""BSE"") 25th floor, P. J. Towers, Dalal Street, Mumbai 400 001 Corporate Governance Report 117 # Annual Report 2015-16 # v. Stock Codes/Symbol: NSE: TCS BSE: 532540 Listing Fees as applicable have been paid. # vi. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781 # vii. Dividend Policy: Dividends, other than interim dividend(s), are to be declared at the annual general meetings of shareholders based on the recommendation of the Board of Directors."
+"Generally, the factors that may be considered by the Board of Directors before making any recommendations for dividend include, without limitation, the Company's future expansion plans and capital requirements, profits earned during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time and general market conditions. The Board of Directors may also from time to time pay interim dividend(s) to shareholders. # viii. Market Price Data: High, Low (based on daily closing prices) and number of equity shares traded during each month in the year 2015-16 on NSE and BSE: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |Apr-2015|2,713.90|2,401.00|2,89,11,488|2,712.00|2,402.00|24,52,454| |May-2015|2,648.60|2,453.70|2,44,05,295|2,646.95|2,456.60|27,34,559| |Jun-2015|2,647.10|2,476.80|2,18,20,731|2,644.85|2,477.00|11,16,353| |Jul-2015|2,646.90|2,455.00|2,37,28,747|2,646.65|2,455.00|14,63,153| |Aug-2015|2,752.85|2,486.00|2,62,61,929|2,750.95|2,485.80|10,95,999| |Sep-2015|2,643.70|2,490.00|2,21,55,319|2,641.80|2,493.90|9,88,569| |Oct-2015|2,770.00|2,455.85|2,98,77,307|2,769.00|2,458.00|19,45,200| |Nov-2015|2,547.80|2,332.50|1,63,54,418|2,551.00|2,333.00|12,40,003| |Dec-2015|2,466.40|2,315.25|2,05,65,193|2,464.50|2,316.65|15,40,410| |Jan-2016|2,439.00|2,243.00|2,36,87,321|2,436.35|2,243.75|16,09,051| |Feb-2016|2,440.00|2,115.00|1,72,12,095|2,439.95|2,119.00|23,18,321| |Mar-2016|2,550.00|2,162.00|2,14,98,837|2,534.00|2,163.50|10,87,795| # Corporate Governance Report # ix. Performance of the share price of the Company in comparison to the BSE Sensex: | | |TCS Share price and BSE Sensex movement| | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | |120|110|100|90|80| | | | | | | | | |Apr-15|May-15|Jun-15|Jul-15|Aug-15|Sep-15|Oct-15|Nov-15|Dec-15|Jan-16|Feb-16|Mar-16| | | |TCS Share Price|BSE Sensex| | | | | | | | | | | | |Base 100 = April 1, 2015| | | | | | | | | | | # x. Registrars and Transfer Agents: Name and Address: TSR DARASHAW Limited (""TSRDL"") 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Telephone: 91 22 6656 8484 Fax: 91 22 6656 8494 E-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com # xi. Places for acceptance of documents: Documents will be accepted at TSR DARASHAW Limited 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Time: 10.00 a.m. to 3.30 p.m. (Monday to Friday except bank holidays) Corporate Governance Report 119 # Annual Report 2015-16 For the convenience of the shareholders based in the following cities, transfer documents and letters will also be accepted at the following branches/agencies of TSRDL: # a. Branches of TSRDL: |TSR DARASHAW Limited|TSR DARASHAW Limited| |---|---| |503, Barton Centre, 5th Floor|'E' Road, Northern Town| |84, Mahatma Gandhi Road|Bistupur| |Bangalore 560 001|Jamshedpur 831 001| |Telephone: 91 80 2532 0321|Telephone: 91 657 2426616| |Fax: 91 80 2558 0019|Fax: 91 657 2426937| |E-mail: tsrdlbang@tsrdarashaw.com|E-mail: tsrdljsr@tsrdarashaw.com| |TSR DARASHAW Limited|TSR DARASHAW Limited| |Tata Centre, 1st Floor|2/42, Ansari Road, 1st Floor| |43, J. L. Nehru Road|Daryaganj, Sant Vihar| |Kolkata 700 071|New Delhi 110 002| |Telephone: 91 33 2288 3087|Telephone: 91 11 2327 1805| |Fax: 91 33 2288 3062|Fax: 91 11 2327 1802| |E-mail: tsrdlcal@tsrdarashaw.com|E-mail: tsrdldel@tsrdarashaw.com| # b. Agent of TSRDL: Shah Consultancy Services Limited 3, Sumatinath Complex, 2nd Dhal Pritam Nagar, Ellisbridge Ahmedabad 380 006 Telefax: 91 79 2657 6038 E-mail: shahconsultancy8154@gmail.com # xii. Share Transfer System: File: AR_TCS_2015_2016.md 99.94% of the equity shares of the Company are in electronic form. Transfer of these shares are done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form the transfer documents can be lodged with TSRDL at any of the above mentioned addresses. Transfer of shares in physical form is normally processed within ten to twelve days from the date of receipt, if the documents are complete in all respects. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary), under the authority of the board, severally approve transfers, which are noted at subsequent board meetings. # Corporate Governance Report # xiii. Shareholding as on March 31, 2016 : # a. Distribution of equity shareholding as on March 31, 2016 : |Number of shares|Holding to capital|Percentage|Number of Accounts|Percentage to total accounts| |---|---|---|---|---| |1 - 100|1,96,27,837|1.00|5,44,880|83.80| |101 - 500|1,85,85,473|0.94|86,087|13.24| |501 - 1000|75,11,026|0.38|10,574|1.62| |1001 - 5000|1,30,65,695|0.66|6,560|1.01| |5001 - 10000|44,57,082|0.23|634|0.10| |10001 - 20000|52,25,757|0.27|361|0.06| |20001 - 30000|38,48,881|0.19|156|0.02| |30001 - 40000|39,32,420|0.20|112|0.02| |40001 - 50000|36,89,386|0.19|82|0.01| |50001 - 100000|1,68,34,051|0.85|235|0.04| |100001 - above|187,36,50,333|95.09|545|0.08| |GRAND TOTAL|197,04,27,941|100|6,50,226|100| # b."
+"Categories of equity shareholders as on March 31, 2016 : |Category|Number of equity shares held|Percentage of holding| |---|---|---| |Promoters|144,34,51,698|73.26| |Other Entities of the Promoters Group|32,81,212|0.16| |Insurance Companies|7,86,04,759|3.99| |Indian Public and others|7,75,55,288|3.94| |Mutual Fund and UTI|2,15,69,947|1.09| |Corporate Bodies|1,02,23,439|0.52| |Banks, Financial Institutions, State and Central Government|17,09,799|0.09| |Foreign Institutional Investors|20,02,46,839|10.16| |Foreign Portfolio Investor - CORP|13,13,30,700|6.67| |NRI's / OCBs / Foreign Nationals|24,54,260|0.12| |GRAND TOTAL|197,04,27,941|100.00| Corporate Governance Report 121 # Annual Report 2015-16 # Categories of equity shareholders |Promoters|6.67%| |---|---| |Other Enes of the Promoters Group|10.16%| |Insurance Companies|0.09%| |Indian Public and others|0.52%| |Mutual Fund and UTI|1.09%| |Corporate Bodies|3.94%| |Banks, Financial Institutions, State and Central Government|3.99%| |Foreign Institutional Investors| | |Foreign Portfolio Investor - CORP| | |NRI's / OCBs / Foreign Nationals| | |Total|73.26%| # Top ten equity shareholders of the Company as on March 31, 2016: |Sr. No.|Name of the shareholder|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Limited|144,34,51,698|73.26| |2|Life Insurance Corporation of India|5,85,21,537|2.97| |3|Abu Dhabi Investment Authority|1,41,65,505|0.72| |4|Government of Singapore|1,12,99,187|0.57| |5|Oppenheimer Developing Markets Fund|83,09,112|0.42| |6|National Westminster Bank Plc As Depositary of First State Asia Pacific Leaders Fund a sub Fund of First State Investments ICVC|82,85,641|0.42| |7|Europacific Growth Fund|79,66,000|0.40| |8|Lazard Asset Management LLC A/C Lazard Emerging Markets Portfolio|76,82,828|0.39| |9|Copthall Mauritius Investment Limited|73,61,719|0.37| |10|Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Fund|72,11,765|0.37| # Dematerialisation of shares and liquidity: The Company's shares are compulsorily traded in dematerialised form on NSE and BSE. Equity shares of the Company representing 99.94% of the Company's equity share capital are dematerialised as on March 31, 2016. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # Corporate Governance Report # xv. Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence as on March 31, 2016, the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments. # xvi. Commodity price risk or foreign exchange risk and hedging activities Please refer to Management Discussion and Analysis Report for the same. # xvii. Equity shares in the suspense account: In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations, the Company reports the following details in respect of equity shares lying in the suspense account which were issued in dematerialised form pursuant to the public issue of the Company: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2015|175|6,986| |Shareholders who approached the Company for transfer of shares from suspense account during the year|1|60| |Shareholders to whom shares were transferred from the suspense account during the year|(1)|(60)| |Shareholders of CMC Limited to whom shares were allotted pursuant to the scheme of amalgamation|26|820| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2016|200|7,746| The voting rights on the shares outstanding in the suspense account as on March 31, 2016 shall remain frozen till the rightful owner of such shares claims the shares. # xviii. Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund (""IEPF""): Pursuant to Sections 205A and 205C of the Companies Act, 1956 and other applicable provisions, if any, of the Act, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the Company, erstwhile TCS e-Serve Limited (""e-Serve"") and CMC Limited (""CMC"") which have merged with the Company, have been transferred to the IEPF established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred prior to March 31, 2016, nor shall any payment be made in respect of such claims. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2008-09 and onwards are requested to make their claims without any delay to TSRDL."
+"Corporate Governance Report 123 # Annual Report 2015-16 # a) For shareholders of erstwhile e-Serve which has merged with the Company: The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2009-10|August 24, 2010|August 23, 2017| |2010-11|August 12, 2011|August 11, 2018| |2011-12|July 10, 2012|July 9, 2019| |2012-13|May 30, 2013|May 29, 2020| # b) For shareholders of CMC which has merged with the Company: The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders: |Financial year|Date of Declaration|Last date for claiming unpaid dividend| |---|---|---| |2008-09|June 26, 2009|June 25, 2016| |2009-10|June 29, 2010|June 28, 2017| |2010-11|June 27, 2011|June 26, 2018| |2011-12|June 27, 2012|June 26, 2019| |2012-13|June 26, 2013|June 25, 2020| |2013-14|June 23, 2014|June 22, 2021| |2014-15|June 11, 2015|June 10, 2022| |2015-16|July 16, 2015|July 15, 2023| # c) For shareholders of Tata Consultancy Service Limited (TCS): A separate communication has been sent in January 2016 to the shareholders of TCS who have not encashed their dividend warrants and which are not yet transferred to IEPF, providing them details of the unencashed warrants and requesting them to comply with the procedure for seeking payment of the same. The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders in the financial year 2016-17: |Financial year|Date of Declaration|Last date for claiming unpaid dividend| |---|---|---| |2008-09|June 30, 2009|June 29, 2016| | |July 17, 2009|July 16, 2016| |2009-10|October 16, 2009|October 15, 2016| | |January 15, 2010|January 14, 2017| # Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa-Bardez, Goa. # Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building Nariman Point Mumbai 400 021 Telephone: 91 22 6778 9356 / 91 22 6778 9595 Fax: 91 22 6630 3672 Designated e-mail address for Investor Services: investor.relations@tcs.com Website: www.tcs.com # Corporate Governance Report 125 # Annual Report 2015-16 # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2016, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, Global Head - HR, Global Business Unit Heads, Global Head - Legal and the Company Secretary as on March 31, 2016. N. Chandrasekaran Chief Executive Officer and Managing Director Mumbai, April 18, 2016 # INDEPENDENT AUDITORS' COMPLIANCE CERTIFICATE TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED 1. We have examined the compliance of conditions of Corporate Governance by TATA CONSULTANCY SERVICES LIMITED (""the Company""), for the year ended on March 31, 2016, as stipulated in: 2. - Clause 49 (excluding clause 49 (VII) (E) of the Listing Agreements of the Company with stock exchanges) for the period April 1, 2015 to November 30, 2015. - Clause 49 (VII) (E) of the Listing Agreements of the Company with stock exchanges for the period April 1, 2015 to September 1, 2015. - Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) for the period September 2, 2015 to March 31, 2016 and - Regulations 17 to 27 (excluding regulation 23 (4)) and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations for the period December 1, 2015 to March 31, 2016. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 3."
+"We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in India, to the extent relevant, and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India. 4. In our opinion and to the best of our information and according to our examination of the relevant records and the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements and regulation 17 to 27 and clauses (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations for the respective periods of applicability as specified under paragraph 1 above, during the year ended March 31, 2016. 5. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 18, 2016 # Corporate Governance Report # Business Responsibility Report 127 # Annual Report 2015-16 # Business Responsibility Report (As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) # Introduction Tata Consultancy Services Limited (TCS) has adopted the 'triple bottom-line' approach, recognising People, Planet and Profit as the primary pillars of corporate sustainability. At TCS, corporate sustainability is demonstrated through (a) fair, transparent and ethical governance, (b) engagement with marginalised and vulnerable communities, (c) adherence to and respect for all human rights, (d) offering specialised services and solutions to meet distinct needs of its clients, (e) reduction of impact of its operations on the environment and (f) promotion of employee well-being and safety. TCS operates in a large number of geographies across the globe. All these units of operation are encouraged to identify target beneficiaries in line with their local needs. The objective is to drive sustainability through various initiatives across the units of operation, supply chain, community and customers. While volunteering by employees is encouraged, the Company also utilises its own expertise in IT to address needs of the community and the environment. # Section A: General Information about the Company 1. Corporate identity number (CIN) of the Company: L22210MH1995PLC084781 2. Name of the Company: Tata Consultancy Services Limited 3. Registered address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021 4. Website: www.tcs.com 5. E-mail id: corporate.sustainability@tcs.com 6. Financial year reported: April 1, 2015 to March 31, 2016 7. Sector(s) that the Company is engaged in (industrial activity code-wise): |ITC CODE|PRODUCT DESCRIPTION| |---|---| |85249009|Computer Software| 8. List three key products/services that the Company manufactures/provides (as in balance sheet): 1. Application development and maintenance 2. Enterprise solutions including business intelligence 3. Business process outsourcing 9. Total number of locations where business activity is undertaken by the Company: There are 111 global locations - Number of International Locations (Provide details of major 5): |Region|Number of Locations| |---|---| |North America|16| |LATAM|3| |UK & Ireland|18| |Europe|29| |APAC|23| |MEA|8| - Number of National Locations: 14 National locations 10. Markets served by the Company: North America, South America, United Kingdom & Ireland, Europe, Asia Pacific, Middle East & Africa and India. # Section B: Financial Details of the Company |Tata Consultancy Services Limited|FY16 Stand alone|FY16 Consolidated| |---|---|---| |Paid up capital|197.04|197.04| |Total Turnover|89,604.05|111,700.08| |(a) Revenue from operations (net of excise duty)|85,863.85|108,646.21| |(b) Other income (net)|3,740.20|3,053.87| |Profit for the year (after taxes and minority interest)|22,882.70|24,291.82| |Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%):|1.64% of average profit for previous three years in respect of standalone TCS (computation as prescribed by the Companies Act, 2013).|1.64% of average profit for previous three years in respect of standalone TCS (computation as prescribed by the Companies Act, 2013).| # 5. List of activities in which expenditure in entity/entities? [Less than 30%, 30-60%, More than 60%]: Not applicable |Sr. No|Particulars|Amount spent in ` crores| |---|---|---| |1|Education & Skill Building|78.08| |2|Health & Wellness|79.44| |3|Restoration of Heritage Site|0.33| |4|Environmental Sustainability|0.07| |5|Disaster Relief|18.24| |6|Contribution to TCS Foundation|118.07| |Total|Total|294.23| The Company's spending on Corporate Social Responsibility (including overseas expenses) is ` 381.42 crores. # Section D: BR Information 1."
+"Details of Director/Directors responsible for BR a) Details of the Director/Director responsible for implementation of the BR policy/policies: The Corporate Social Responsibility (CSR) Committee of the Board of Directors is responsible for implementation of BR policies. The members of the CSR Committee are as follows: - i. DIN Number: 00010178 Name: Mr. Cyrus Mistry Designation: Chairman - ii. DIN Number: 00548091 Name: Mr. O.P. Bhatt Designation: Independent Non-Executive Director - iii. DIN Number: 00121863 Name: Mr. N. Chandrasekaran Designation: Chief Executive Officer and Managing Director b) Details of the BR head: |Sr. No|Particulars|Details| |---|---|---| |1|DIN Number|NA (if applicable)| |2|Name|Mr. Ajoyendra Mukherjee| |3|Designation|Executive Vice President & Global Head HR| |4|Telephone number|022 - 67789999| |5|e-mail id|corporate.sustainability@tcs.com| i. Does the Company have any Subsidiary Company/ Companies? Yes ii. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Yes, 22 of Company's overseas subsidiaries participate in BR activities. The Company's Indian subsidiaries have their respective CSR programmes. iii. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? The Company does not mandate its suppliers/distributors to participate in the Company's BR initiatives. However, they are encouraged to adopt such practices and follow the concept of being a responsible business. # 2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N): The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows: - P1 Business should conduct and govern themselves with ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner Business Responsibility Report 129 # Annual Report 2015-16 |S. No|Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|Do you have a policy / policies for....|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | |2|Has the policy being formulated in consultation with the relevant stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | |3|Does the policy conform to any national / international standards?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | |4|Has the policy been approved by the Board? Is yes, has it been signed by MD/owner/CEO/appropriate Board Director?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | |5|Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | | | | | | | |6|Indicate the link for the policy to be viewed online?|http://www.tcs.com/|Same as P1|http://www.tcs.com/about/corp_responsibility/Pages/environmental.aspx|Same as P1|P1|as P1| |7|Has the policy been formally communicated to all relevant internal and external stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | |8|Does the company have in-house structure to implement the policy/policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | |9|Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | |10|Has the company carried out independent audit/evaluation of the working of this policy by an internal or external agency?|Y|Y|Y|Y|Y|Y|Y|Y|Y| | | | # Business Responsibility Report # Governance related to BR Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: Quarterly Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Yes, the Company publishes its sustainability report on GRI 3.1 framework annually. It is also available on the Company's website www.tcs.com/cs # Section E: Principle-wise performance # Principle 1 Business should conduct and govern themselves with Ethics, Transparency and Accountability 1. Does the policy relating to ethics, bribery and corruption cover only the company? No 1. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? All companies in TCS group are covered by the policy 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management?"
+"197 complaints were received during the year 2015-16, from various stakeholders. 89.8% of these were satisfactorily resolved. Internal review is under progress for the pending items. # Additional Information The Tata Code of Conduct (TCoC) is the guiding document on principles of responsible business conduct for all employees. Created in 1998, the TCoC has been influenced by the UN Declaration of Human Rights and the ILO principles. Within TCS, it is available on the intranet and on the Company's webpage. Guided by the managers and a global network of local ethics counsellors, all employees adhere to the principles laid down in the TCoC. The Corporate Sustainability Assessment which is conducted annually includes review of awareness and adherence to the TCoC. An updated version of the Tata Code of Conduct was released during the year. # Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle. TCS has evolved its strategy around integrated customer-centric services delivered from multiple global locations with consistent quality through its Global Network Delivery Model (GNDM™). The Company follows rigorous quality management processes to ensure highest quality of service delivery. TCS is the world's first organisation to achieve an enterprise-wide Maturity Level 5 on CMMI® and P-CMM® based on SCAMPISM. TCS has evolved an 'Integrated Quality Management System' (iQMS) which caters to all types of services it delivers and is aligned with the strategic objectives of the Company. iQMS is an integrated approach for implementing practices of world-class quality models such as ISO 9000 (Quality), ISO 20000 (Service Management), CMMI, ISO 27001 (Security), ISO 14001 (Environment) and OHSAS 18001 (Health & Safety). The assured world class high quality of services ensures that the IT system built by TCS would be safe and sustainable throughout the lifetime of the system anywhere in the world. 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities. There are many examples, some of which are well known to the public at large. Three of these are mentioned below: 1. SADAREM (Software for Assessment of Disabled for Access Rehabilitation and Empowerment) 2. State Government Certificate Delivery Gateway (MeeSeva) 3. Remote Energy Management Solution # SADAREM SADAREM (Software for Assessment of Disabled for Access Rehabilitation and Empowerment): Objective of the Software for Assessment of Disabled for Access Rehabilitation and Empowerment (SADAREM) initiative is to create a Dynamic Web enable system for comprehensive access, rehabilitation and empowerment, through automation, capacity building, assessment of Persons With Disabilities (PWDs) and maintaining Decision Support System (DSS). Government of Andhra Pradesh has taken this initiative of identifying & creating the centralised database for person with disabilities by using scientific approach & disability guidelines. SADAREM ICT solution is designed to cover the following features: 1. Scientific assessment of degree of the disability is done on the basis of methods and formulas prescribed in the Gazette 2001 issued by the Ministry of Social Justice and Empowerment, Govt. of India. 2. Generation of a computer based disability certificate with unique ID along with identity card. 3. Assessment of needs and maintaining the centralised data base. Software will also generate all the details including the support services that the disabled persons. # Annual Report 2015-16 are entitled, based on the need assessment and a record of the services provided from time to time. iv. The database thus generated will be hosted in the public domain to enable service providers to reach out to the disabled persons. # b) State Government Certificate Delivery Gateway (MeeSeva) ""MeeSeva"" is a Telugu word which means, 'At your service'. This is an e-governance initiative that incorporates the vision of National eGov Plan ""Public Services Closer to Home"" and facilitates single entry portal for entire range of G2C services. MeeSeva is a project providing faster, easier and transparent access to various G2C services through more than 6000 kiosks by utilising Information & Communication Technologies. It's an Integrated One Stop Solution for 90 Million Citizens to approach Government for all their pressing needs. The Project brings in a digital PKI enabled integrated architecture to deliver G2C Services in a purely electronic mode (replacing issuing of ink signed paper based manual certificates). MeeSeva is operational across all the districts of Telangana and Andhra Pradesh with the centralised architecture, any service can be accessed from anywhere."
+"The services offered include the delivery of Land Records (Pahani/Adangal, ROR 1B, FMB), Income, Birth, Death, Residence, Caste certificates, Registration Department Services like Encumbrance Certificates, Certified Copy of Registration Documents, DISCOM Services like new electricity connection, load change, category change services etc. # c) Remote Energy Management Solution File: AR_TCS_2015_2016.md TCS has continued its investment in 2015-16 in the Remote Energy Management Solution. The technology has been further enhanced leveraging T CUP (TCS Connected Universe Platform), the Company's cutting edge and patent-rich cloud based IoT platform, and SDAF (Sensory Data Analytics Framework) providing a scalable platform for data management, analytics, rich query capabilities and visualisation. The scalability of this IoT platform can be used to integrate other resource management aspects such as water, transportation etc, while continuously enhancing the energy management capabilities. TCS has also set up a centralised Resource Operations Centre at Kochi comprising of experienced and trained team comprising of subject matter experts, energy analysts and cloud based IT systems experts, to enable real time monitoring of energy consumption and advanced energy analytics. In addition, further investments have been made in metering infrastructure, and the number of sites in India that are now actively monitored and managed have gone beyond 100. # 2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): # A. Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain? - a. SADAREM - Not applicable; addressed area is social concern. - b. State Government Certificate Delivery Gateway (MeeSeva) - Not applicable; addressed area is social concern. - c. Remote Energy Management Solution - Not applicable # B. Reduction during usage by consumers (energy, water) has been achieved since the previous year? - a. SADAREM - Not applicable; addressed area is social concern. - b. State Government Certificate Delivery Gateway (MeeSeva) - Not applicable; addressed area is social concern. - c. Remote Energy Management Solution TCS has been able to proactively manage the annual energy bill of its India operations and has achieved a reduction in energy consumption of 26.91 million units, after normalising for any significant changes in business operations at the site level. # 3. Does the company have procedures in place for sustainable sourcing (including transportation)? Yes # i. If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. Sustainable sourcing describes a sourcing exercise which goes beyond economic considerations and takes into account environmental, social and ethical factors as well. It is a widely practiced tool within TCS and the endeavour is to maximise its reach with every passing year. TCS has a stated environment policy and an occupation health and safety policy. The vendors have to ensure compliance to these policies. It covers various issues like health of their workers deployed, safety measures (helmet, rope, safety-belt etc.) adopted, discharge from equipment, hygiene norms, PUC requirement for vehicles hired, age of vehicles used etc. The adherence 132 Business Responsibility Report # 4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? Yes # i. If yes, what steps have been taken to improve their capacity and capability of local and small vendors? While the criteria for selection of goods and services is quality, reliability and price, TCS gives preference to small organisations, particularly promoted by entrepreneurs from socially backward communities. Two vendors from the marginalised community commissioned and empanelled with TCS under the CSR supplier diversity and affirmative action initiatives continue to work with TCS. Under the BriDgeIT programme, TCS has trained digital entrepreneurs who have established themselves as key resources in the villages within which they operate. The Company has worked to open new avenues and provide opportunities to the entrepreneurs to utilise their skills in an effective manner including providing them the opportunity to be part of Jagriti Yatra, the government initiative of 'building India through enterprise'. To enhance livelihood options in Panvel, India, TCS associates have trained 45 women in making eco-friendly jute bags through the 'Women Empowerment Programme'. Through TCS-Maitree, a 1,500 sq ft convention center was built as a workstation and storage area for raw material & finished goods. Training on screen printing, block painting has also been provided and TCS procured 9 full shutter sewing machines, one embroidery machine, and a snap button machine for these women."
+"Through TCS' support this initiative has successfully completed an order of making 13,600 cotton bags for TCS World 10K & Mumbai Marathon in the last 3 years. # 5. Does the company have a mechanism to recycle products and waste? Yes # i. If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so. The nature of the Company's business is such that there are no significant emissions or process wastes. The waste generation is fairly limited and restricted primarily to e-waste, lube oil waste, waste from lead-acid batteries and municipal solid waste. The Company's waste management practices seek to reduce the environmental impact by reduction in generation, segregation at source, maximisation of recycling and reuse to achieve the target of <5% waste to landfill. |Waste Lube Oil, UPS batteries, e-waste|disposed through government authorised recyclers|(100% recycling)| |---|---|---| |Waste office paper|sent for recycling|(100% recycling)| |Printer and toner cartridges|sent back to the manufacturer under product take-back arrangement|(100% recycling)| |Bio-degradable garden waste and food waste|vermi-composting and bio-digestion respectively|(30% recycling)| # Additional Information # Environment Performance - FY 2015-16 |Sr No|Environmental Performance|% change (over FY 2014-15)|% change (over FY 2007-08)| |---|---|---|---| |1|Electricity Consumption (kWh/FTE/month)|5% decrease|44.6% Decrease| |2|Fresh water consumption (ltrs/FTE/month)|2% Increase|14.1% Decrease| |3|Carbon footprint due to Scope 1 + Scope 2 (tCO2e/FTE/annum)|6% Decrease|43.3% Decrease| |4|Paper consumption (Reams/1000FTE/month)|6% Decrease|79.6% Decrease| # Principle 3 # Businesses should promote the wellbeing of all employees 1. Please indicate the total number of employees: Total number of employees including subsidiaries as on March 31, 2016 was 3,53,843 2. Please indicate the total number of employees hired on temporary/contractual/casual basis: 15,037 employees were hired on a contractual basis 3. Please indicate the number of permanent women employees: Total number of permanent women employees as on March 31, 2016 was 1,19,664 Business Responsibility Report 133 # Annual Report 2015-16 # 4. Please indicate the number of permanent employees with disabilities: 565 on the basis of self-declaration # 5. Do you have an employee association that is recognised by management? : Yes # 6. What percentage of your permanent employees is members of this recognised employee association? : 0.05% # 7. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year. Child labour, forced labour, involuntary labour is prohibited in the workplace as stated in the Company's Code of Conduct. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder. During FY 2015-16, the Company has received 34 complaints on sexual harassment, out of which 33 complaints have been resolved with appropriate action taken and 1 complaint remains pending as on March 31, 2016. Internal review is under progress for the pending complaint. No complaints have been received on child labour, forced labour and involuntary labour in FY 2015-16. # Additional Information The Company has a number of policies and programmes focussed on employee wellbeing. These include holiday homes, pharmacy benefits, vacation for employees who are retiring, periodic health screening, safety for women associates and health insurance coverage including parents/in-laws. The policy change management framework takes into consideration, feedback from all relevant stakeholders. The policies and programmes are implemented through various internal teams, with HR taking the ownership. There are several platforms within TCS which seek to empower employees. 'Employee Concerns' is an online tool where a grievance may be raised by an employee which is then addressed by stakeholders within predefined Service Level Agreements (SLAs). Initiatives such as 'iConnect' and 'mPower' provide the opportunity to resolve issues of key importance and facilitate individual mentoring and coaching with senior managers. TCS also offers an Employee Assistance Programme (EAP) for India based associates, which includes professional counselling services in important life matters such as personal, relationship, work and parenting concerns that an employee voluntarily seeks. Associates can communicate with the counsellors through a toll-free number, online correspondence as well as face to face meetings. There is also a 24x7 emergency number for immediate concerns. # 8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year? |Permanent Employees|Permanent Women Employees|Casual/Temporary/Contractual Employees|Employees with Disabilities| |---|---|---|---| |82%|86%|80%|Included above| # 1."
+"Safety All the categories of employees mentioned above have been covered through our training modules. Training on health and safety is imparted to associates as a part of the induction training combined with an annual refresher web based HSE training. An effective mode of training has been informal floor-walks and town-hall meetings. Additionally, regular fire drills, several awareness campaigns including road safety, fire safety, ergonomics, behaviour based safety, etc. are conducted to reach out to the associates. Innovative modes of training including video based learning modules and interactive web based training have been very effective and in FY16, over 6,74,629 person-hours of training on health, safety and environment has been imparted through the various training programmes. TCS provides its employees huge opportunities for learning. Substantial investments in infrastructure and tools have been made to keep its workforce motivated and ready for the evolving technology. Adherence to the Company's HR policies is audited by the internal auditor of the Company. The HR compliance team continues to monitor the changes in legislation pertaining to employment, labour and immigration laws across the globe to ensure compliance, which is checked through regular audits. The HR compliance team pro-actively prepares alerts to identify key areas where TCS needs to introduce new policies or modify the existing policies to remain compliant. A number of non-work related employee engagement initiatives such as fun events, sports, cultural activities and volunteering for social causes are organised across the globe under our employee engagement platform known as 'TCS-Maitree'. The culture of volunteering helps employee bonding within the organisation and reduces stress at work. Employees are also encouraged to involve their families in these activities. # Principle 4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised 1. Has the company mapped its internal and external stakeholders? Yes 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalised stakeholders? Yes 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalised stakeholders? Yes # Principle 5 Businesses should respect and promote human rights 1. Does the policy of the company on human rights cover only the company or extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others? 2. The policy is applicable to TCS, its subsidiaries and vendors. The Company's commitment to follow the basic principles of human rights is reflected in the checks and balances within the HR processes. The commitment to human rights is embedded in the 'Tata Code of Conduct', adopted by the Company. All employees, including security personnel, are sensitised to human rights as part of their orientation programme. With respect to vendors, TCS follows a rigorous screening process before entering into a business relationship. All the contracts that the Company enters into with vendors require the vendor to comply with the relevant laws safeguarding labour rights and human rights in their respective jurisdiction. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? # Principle 6 Business should respect, protect, and make efforts to restore the environment 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others. 2. TCS' Environmental Policy is applicable to all the business units/groups and extends to business partners including suppliers, vendors and contractors. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc 3. Yes. The 'TATA Group Climate Change Policy' and TCS' 'Environment Policy' guide the organisation to continually mitigate the impact on climate change and global warming as a result of our operations. The Company has specific targets to reduce the carbon footprint and monitors it on an ongoing basis. Detailed plan to achieve these targets focus on creating green infrastructure which are designed for better energy efficiency, drive green IT (IT enabled energy efficiency in data centers and distributed IT networks), efficient operations and green power purchase. The details of the targets, performance and the various initiatives are available at: - Corporate Sustainability page on TCS website: http://www.tcs.com/about/corp_responsibility/Pages/default.aspx - Corporate Sustainability Report on TCS website: http://www.tcs.com/about/corp_responsibility/cs-report/Pages/default.aspx Does the company identify and assess potential environmental risks? # Annual Report 2015-16 Impact assessment is conducted at organisation level as well as site level to identify all environmental impacts from our operations. # 4."
+"Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not Applicable # 5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. Yes. TCS is committed to drive energy efficiency. This is achieved through creating green building infrastructure, operating offices efficiently and driving green IT. Some key initiatives include - creating green office campuses designed at par with LEED standards and driving data centre energy efficiency through server virtualisation and optimisation of cooling load. The details of these initiatives and more information are available on: - a) Corporate Sustainability page on TCS website: http://www.tcs.com/about/corp_responsibility/Pages/default.aspx - b) Corporate Sustainability Report on TCS website: http://www.tcs.com/about/corp_responsibility/cs-report/Pages/default.aspx # 6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes. All emissions/waste generated at various offices of TCS are within permissible limits. These are continuously monitored, reviewed internally and reported to the CPCB/SPCB as per the requirement. # 7. Number of show cause / legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. None # Additional Information 'Environmental Policy' of the Company has been drafted in line with the ISO 14001:2004 environment management system. The overall responsibility of environment management lies with the Company's CEO & MD and the progress is reviewed by health, safety sustainability committee of the Board of Directors on a half yearly basis. External stakeholders can access this policy through the Company's website. For internal stakeholders, the policy has been posted on the intranet and at office receptions. Training on this policy is periodically conducted for all associates. TCS has enterprise wide certification for integrated health safety & environment management system as per ISO 14001:2004 and OHSAS 18001:2007. # Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner # 1. Is your company a member of any trade and chamber or association? Yes # 2. If Yes, Name only those major ones that your business deals with: - a. National Association of Software and Services Companies (NASSCOM) - b. Confederation of Indian Industries (CII) - c. All India Management Association (AIMA) - d. Federation of India Chambers of Commerce and Industry (FICCI) - e. Federation of Indian Exporters Organisation (FIEO) - f. Computer Society of India (CSI) # 3. Have you advocated / lobbied through above associations for the advancement or improvement of public good? Yes i. If yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others) TCS has participated in industry body consultations in the following areas: - a. Governance and Administration - b. Sustainable Business Principles - c. Inclusive Development Policies (with a focus on skill building and literacy) - d. Economic Reforms - e. Tax and other legislations # Additional Information TCS uses the Tata Code of Conduct as a guide for its actions in influencing public and regulatory policy. # Principle 8 Businesses should support inclusive growth and equitable development # 1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof: Yes, summary of initiative/projects undertaken is given below. Programmes are categorised as per themes of interest i.e. - a. Education & Skill Building - b. Health & Wellness - c. Restoration of Heritage sites - d. Disaster Relief - e. Environmental Sustainability - f. Global Initiatives - g. Associate Volunteering 136 Business Responsibility Report # Details of Projects Undertaken # a. Education & Skill Building # i. Adult Literacy Programme (ALP), a Computer Based Functional Literacy Programme TCS designed the Adult Literacy Programme (ALP) by using its expertise in IT to conceptualise and develop the modules to achieve functional literacy. Today, the software is available in 9 Indian languages and 3 foreign languages namely, Northern Sotho (South Africa) and Moore (West Africa) and Arabic. TCS is also collaborating with various colleges and institutes to promote literacy through students. Since inception, the programme has reached 2,61,518 beneficiaries which include prison inmates in New Delhi and Lucknow. The ALP is available on www.tcsion.com/ALP # ii."
+"UDAAN, initiative for increasing employability of Kashmiri Youth TCS was the first organisation in India to sign an MOU with the National Skill Development Corporation (NSDC) to promote employability among youth from Jammu & Kashmir. Through a 14 week training programme designed by TCS, UDAAN seeks to improve skills relevant to the industry as well as increase employment opportunities available to them. Since inception, the programme has trained 697 youths and 559 got offers of employment. 370 of these youths have joined TCS. # iii. EMPOWER Through Empower, TCS aims at building capacity and capabilities of its support staff at various TCS offices. Modules for training include acquiring basic computer skills, communication through English, and other relevant soft skills. In FY16, over 1200 beneficiaries received training under the programme. # iv. Academic Interface Programme (AIP) The Company commitment towards the development of faculty for academic institutes, improvement of employability of students and development of curriculum as per industry requirements has been consistent. # v. Advanced Computer Training Center (ACTC) In an effort to promote employability among individuals with visual impairment, the Company has created a programme that offers IT-enabled vocational courses that are in sync with the industry requirements, personality development and training in corporate etiquette. This unique programme aims at bridging the gap between computer skills of persons who are visually impaired and those required by IT/ITES. Till date, TCS has trained 176 individuals of which 127 candidates have found employment. # vi. TCS IT Wiz TCS IT Wiz, the biggest inter school IT Quiz programme in India, started in 1999 as a part of the educational Initiative to build awareness and hone IT skills for young students. The programme is the first and the largest powerful Knowledge Platform of this scale, on Information Technology for students of class 8-12. This year, the programme reached more than 17,000 students, from over 1000 schools in 15 cities. Business Responsibility Report 137 # Annual Report 2015-16 # vii. Rural IT Quiz The Quiz aims at enhancing IT awareness among students from rural areas, promoting inclusive growth and building their confidence. The Rural IT Quiz currently reaches rural students in Madhya Pradesh, Gujarat, Maharashtra, Chattisgarh and Rajasthan. The Rural IT Quiz programme was conducted in the States of Gujarat, Maharashtra, Karnataka, Chattisgarh, Madhya Pradesh and Rajasthan. More than 14 lakh students participated in the programme in FY 2015-16. Students participating in large numbers at the Rural IT Quiz in Gujarat # viii. TCS Maitree Village Development Programme TCS is working to deploy a sustainable model to improve education, healthcare and environment and promote economic empowerment in rural areas across India. To enhance their livelihood options in Panvel, India, TCS associates have trained 50 women in making eco-friendly jute bags through the 'Women Empowerment Programme'. In this village more than 520 children are benefitted through the provision of a two storey school building equipped with a Science lab, a library and a solar operated Computer lab. Infrastructure for clean drinking water is also built as supplementary support. Volunteers visit the school every weekend to teach the kids conversational English, Science and Maths. The Panvel Rural Development initiative is one of the flagship volunteering initiatives of TCS Maitree. More than 1114 people both children and adults have benefitted from these initiatives in Panvel (Maharashtra), Padmapur (Odisha) and Challera (UP). # ix. BPS Employability Programme Since 2010, TCS has dedicated itself towards addressing this critical concern of lack of exposure to contemporary skills within the country. TCS launched a simple yet powerful employability training programme for marginalised youth across India. This Employability Training Programme comprises 80 to 100 hours of powerful interactive content designed to develop skills that increase their chances of finding employment. The training provides an effective platform for the development of communication skills, corporate etiquette, interview skills, resume building and basic computer knowledge. Above all, the programme enables the trainees to become self-confident. Recruitment process for entry level jobs is conducted by TCS BPS post the training. Since its inception in 2010, the programme has trained more than 50,000 youth in India across 17 states. # x. Avasara Learning Academy TCS is supporting the construction of the GAINS (Girls Advancing in STEM) Academy which began in Pune in October 2014. Avasara aims at providing twenty-first century skill-building for girls (skills such as exposure to coding and critical writing). The girls are taught by faculty who were formerly at Woodstock School and the American school of Chennai."
+"Students at the Avasara Learning Academy # xi. BriDgeIT BriDgeIT is unique project to demonstrate the use of IT as a key enabler in school education, adult literacy and creation of entrepreneurs. # Digital literacy through the BridgeIT Programme at Jhansi, India # IT Employability Programme The goal of IT Employability is to enhance the employability skills of undergraduate and engineering students from rural areas and marginalised sections of society, thereby promoting sustainable and inclusive growth. The programme comprises of three modules which cover business communication, data interpretation and logical reasoning, quantitative aptitude, as well as programming languages such as C and C++. The training involves 200 hours of learning, which starts during the fifth semester and continues, in a phased manner, till the seventh semester of the undergraduate or engineering course. Post training, all students gain the opportunity to attend TCS' placement drive. All the IT Employability programme deployments follow TCS' talent development procedures, which include immediate feedback, delayed feedback, and final impact. A key highlight of the programme is that the learning is entirely volunteer driven, and led by TCS associates. Volunteers are highly committed to the programme and venture into remote locations over several weekends to teach students. In FY 16, over 500 students benefitted from this programme. # F. C. Kohli Research Center, IIIT Hyderabad The new center aims to coordinate and energise education and research and help in imparting high-quality training to bachelors, masters, and doctoral students. The research to be undertaken is expected to have the potential for significant social impact through innovative products, and start-ups. # Other Programmes File: AR_TCS_2015_2016.md At the Manuski Hostel in Pune, TCS has sponsored the education of 40 children from socially and economically disadvantaged communities. Water filters, computers and a broadband connection have also been provided within the girls' hostel. A library has been set up for the boys' hostel. In NOIDA, TCS has associated with Vidya & Child to promote learning in Math, English and other soft skills among children in these locations. TCS also provides financial support for meritorious students in Class X, XI & XII. In FY 2015-16, 18 students received sponsorships. TCS has been supporting students through FAEA for the past 5 years. This year, TCS contributed ₹ 3,50,000 towards 5 scholarships through Foundation for Academic Excellence and Access (FAEA) to help SC/ST students studying in professional courses in leading colleges in the country. TCS has also sponsored the functioning of 41 Gadadhar Abhyudaya Prakalpa (GAP) units promoting holistic development of poor children across the country. # Children participating in wellness programme Business Responsibility Report 139 # Annual Report 2015-16 # b. Health & Wellness # i. Cancer Research Institute An integrated Hospital Management System and IT infrastructure which includes a comprehensive and fully integrated, web-based solution has been provided free of cost to the Cancer Institute at Chennai. In FY 16, as a result of laboratory equipment integration, the benefit of HMS could reach a larger number of patients, yielding as much as 5,40,000 investigation results. # ii. Tata Medical Center (TMC) TCS also designed and implemented a comprehensive Hospital Management System for TMC, Kolkata. TCS has been supporting the Hospital Management System and IT-Infrastructure since 2011 and has added value through constant on-demand enhancements and upgrades. In FY 16, compatibility for clinical and EMR functions has been ensured and the endoscopy process has been enhanced by third party software integration and re-organisation of the order and payment process. Computer-on-Wheels has been configured and introduced in wards to ensure immediate information and update. The new GE-PACS system integration with the HMS was carried out without impacting day-to-day operations in the Radiology Lab. The donor fund management process has been linked with social assessment for disbursal of funds to the low income patients. Employee leave and appraisal process has been implemented for in-house staff. The IVR system and OS in digital networks has been upgraded. Physical setup of key equipment has been changed for better air-circulation and maintenance. In FY 2015-16, more than 1,30,000 patient visit and treatment details were successfully logged. # iii. Projects undertaken by the CSR Tech Team TCS' Tech CSR Team uses information technology (IT) as key enabler to assist such organisations and is instrumental in analysing and highlighting areas of improvement and suggesting processes and systems to increase efficiency for social organisations."
+"Tech CSR team offers multiple technical competencies and provides simple, user friendly and holistic systems which assist in mapping core functions of the social programme and translate them into tools for efficiency, visibility and accountability. In FY 2015-16, the Tech CSR Team has supported and successfully launched projects for Mumbai Mobile Creches, Operation Smile, Center for Social Action and Impact India. # iv. AIIMS Transformation To make a key impact on AIIMS, TCS realised that transforming the current OPD process by enriching the patient experience by reducing the time between the entry and exit process is the way forward. TCS decided on the following approach post comprehensive analysis. Phase I (Short Term) would involve OPD Transformation and Performance and improvement of existing IT systems and Phase -II (Long Term) would involve ERP Implementation and EMR Stream. Post TCS' intervention, the patient reception center now has a seating capacity of 750 with 52 operational counters. There are 10 operational Web Kiosks with an increased capacity in the waiting area. 85 patient care coordinators have been assigned and 34 departments have successfully streamlined their processes to treat a patient population of 1000/day. # v. Swachh Bharat Abhiyaan by TCS It is imperative to not only provide high quality education to all sections of the society, but also ensure that learning happens in a clean and healthy environment. The 'Swachh Bharat, Swachh Vidyalaya Abhiyan', launched by the Government of India, aims to improve hygiene across schools through improved water and sanitation facilities. TCS supports this vision and has continued to provide dedicated sanitation. 140 Business Responsibility Report # Providing access to sanitation facilities through support for the Swachh Bharat Abhiyan Facilities for girl students in government schools, through 'Swachh Bharat Abhiyaan' programme. The programme is committed to providing the girl child the surety of safety, dignity, and equality. A special task force was formed in October 2014 to implement this programme within a short timeframe. Implementation commenced in March, 2015 and was completed in the selected schools by July 31, 2015. The Ministry of HRD and state authorities have noted that the TCS model is an exemplary approach towards sanitation which can be adopted by other corporates and PSUs. TCS' intervention reached 80,757 girls in 1472 schools across 1169 villages in 4 states. # c. Restoration of Heritage Sites # i. Restoration of the Rajabai Clock Tower, Mumbai University The Rajabai Clock Tower is located in Fort campus of the University of Mumbai and is a heritage site. The architectural restoration of the tower involved structural services (stoning, restoring woodwork, water-proofing, electrical work and fire alarms) interior works along with ensuring the longevity of the building for future generations. One of the enormous challenges of this project was to implement sensitive restoration and repair work of the clock tower, with the clock functioning and working at a height of 87m (approximately 29 floors). This was carried on successfully via specialist workers and restorers. The end result is a phenomenal building reinstated to its magnificence. TCS sponsored the restoration of the iconic Rajabai Clock Tower in Mumbai. # d. Disaster Relief # i. Supporting relief work for the Chennai Floods TCS served as the lead company in the TATA group's emergency response to the floods in Tamil Nadu. In addition to setting up a community kitchen, distribution of food, emergency response kits, initiating health and wellness interventions were carried out. Health & Wellness Camps were conducted at several villages. 2,850+ people who were affected by the floods were treated at these camps. Over 40 villages were surveyed and 30 villages were shortlisted for distributing kits through partner NGO's. TCS donated ` 10 crore to Tamil Nadu government's flood relief work and also donated ` 13.8 crore to Tata Group's efforts. Business Responsibility Report 141 # Annual Report 2015-16 # e. Environmental Sustainability # i. Turtle Conservation Programme TCS in association with the Sahyadri Nisarga Mitra Chiplun has been implementing Marine Turtle Conservation Programme on participatory basis from 2010-11. The aim of the programme is to protect the breeding sites, prevent illegal hunting and killing of turtles and protect these species from other predators at breeding sites. In FY 2015-16, the programme was implemented in 5 locations along the Maharashtra coastline. Till date, 150 nests as well as breeding population of endangered (female) Olive Ridley turtles were protected and 16202 eggs were successfully located to hatchery. A total 8290 hatchlings were successfully released into their natural habitat during breeding period from 2010-11 to 2015-16."
+"The programme has helped achieve the highest survival rate of 51.17% of hatching thereby contributing to an increase in the marine turtle population worldwide. # ii. Chinnappanahalli Lake Conservation TCS started the association with Chinnapanahalli Lake, Bengaluru through financial support for the maintenance of the lake, apart from engaging volunteers in increasing community involvement in environmental conservation. TCS teams from several project accounts visited the lake and participated in various maintenance activities for the garden surrounding the lake. Volunteers helped rebuild the senior citizen's park, pruned hedge plants across the garden, built a nursery, manured the plants and have helped with the construction of an underground water drainage system. Over 800 TCS associates participated in these activities. Post restoration, Chinnapanahalli Lake is now an abode of bird species like the Painted Stork, Spot Billed Duck, Egrets, Bee Eater and the Cormorant. # iii. Other Environment Initiatives The biodiversity mapping of TCS sites has been carried out and various conservation & enhancement programmes are being implemented to protect & enhance biodiversity. Currently, there are 305 types of flora being nurtured with TCS' various campuses. # f. Global Initiatives The Company's focus on skill development has been enhanced with larger reach and a significant impact in FY 2015-16. In North America, through the Company's interventions more than 20,000 have been impacted. goIT is TCS' signature community engagement programme in North America, through which our employees teach computer programming and mentor youth to increase STEM education and career awareness, reached 997 students of which 426 were girls. This year, TCS actively participated in the Hour of Code, a coding competition conducted during the computer science education week that saw participation from more than 1300 students of which 400 were women. Tata Consultancy Services was a proud co-founding sponsor - alongside Chevron - of the inaugural US2020 STEM Mentoring Awards on July 23 at the White House, recognising worthy winners for their exceptional work in science, technology, engineering, and math (STEM) mentoring. The awards ceremony was part of the first ever STEM Mentoring Symposium, bringing together leaders from the Obama administration, public, private, and social sectors to share best practices, discuss common challenges and reaffirm mentoring as a powerful tool for education reform and nation building. In UK, the Company reached more than 34,000 people through its interventions. IT Futures, our flagship programme, encourages students to develop an interest in IT and strengthens the ability of educators to deliver effective training and relevant skills. This year, TCS participated in the Big Bang Fair, a STEM fair organised to enhance children's interest in IT. In the event, TCS volunteers created fun technical challenges for the student participants. TCS Tech Challenge is another novel programme where university teams produce detailed, real world solutions in support of partner charities. IT for Good is this summer challenging 14-18 year olds to come up with an IT system to help people overcome a real problem, whether in the developing world or closer to home, for the chance to win a week's MISSION YOU training placement with TCS in London, Edinburgh, Peterborough or Liverpool. With its Apps for Good partnership, TCS has teamed up with the organisation to challenge young people aged 11-14 to develop problem solving skills and become tech entrepreneurs who create apps to solve problems. Stepney Green Maths and Computing College is TCS' flagship school in the company's wide-ranging IT Futures programme, which aims to inspire young people with the creative potential of technology, at various stages in their education. 142 Business Responsibility Report # TCS' IT Futures programme engages students across UK In Asia Pacific, Australia and New Zealand, programs impacted over 14000 people. In Australia, six not-for-profit organisations were selected to receive expert IT and technology support free of charge, as part of a new community programme. HeartKids Australia, Cystic Fibrosis New South Wales, Hunter Medical Research Institute, The Royal Hospital for Women Foundation, The Australian Indigenous Leadership Centre and The Penguin Foundation will be the first beneficiaries of the TCS Australia and New Zealand Pro Bono Community Programme. Go4IT Work Experience Programme which encourages an interest in IT among women, saw participation from 120 women from 47 different schools in Sydney and Melbourne. TCS associates supported Operation Smile in China by maintaining accurate medical records for all the patients and provided support in the pre-op and post-op activities. 157 patients benefitted from this programme. TCS associated also developed SenCi, a Senior Citizen Mobile Application which provides reminders for medicines and doctor's appointments."
+"# IT training centre at South Africa In Middle East and Africa, our programmes have impacted over 2000 people. TCS South Africa has initiated several programmes to bring about IT awareness in schools and in underdeveloped rural areas of South Africa. In South Africa, TCS has trained more than 500 under-privileged children in IT in a year. Through its graduate training programme, the company has trained and recruited 33 youth in South Africa. In LATAM, the programmes reached over 3000 people. ENABLE a programme focusing on Social & Economic empowerment of differently abled impacted 375 people. The Company also signed a partnership with the TCS Brazil collaborates with Centro Paula Souza, the largest technical education institution in Latin America which has 282 education units and 285,000 students. Every month, TCS' associates will conduct technical lectures for 150 students at these institutes. The programme is expected to train more than 1,000 students. # Associate Volunteering The Company cultivates and propagates volunteer-driven, meaningful activities for TCS associates & their families in the domain of associate engagement and community services. TCS Purpose4Life is aimed at providing a platform for scaling up efforts of socially conscious associates in the areas of health, education, and environment. Through Purpose4Life, every associate is encouraged to pledge their social contribution in terms of volunteering hours. Associates can form teams and immediate family members can be included as well. TCS Purpose4Life has contributed 612,908 hours garnering TCS' large employee base to support a variety of community development programmes. # Questions 1. Are the programmes / projects undertaken through in-house team? 2. Yes, through in-house team and implementing agencies. Have you done any impact assessment of your initiative? 3. Currently, the Company monitors the reach and outcome of its CSR initiatives through monthly reports and assessments conducted by CSR regional and geographical leads. What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken? Business Responsibility Report 143 # Annual Report 2015-16 # 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? If yes, please explain in 50 words, or so. Yes. Initiatives conducted under CSR are tracked to determine the outcomes achieved and the benefits to the community. Internal tracking mechanisms, monthly reports and follow-up field visits, telephonic and email communications are regularly carried out. The Company has engaged highly trained employees to drive and monitor the CSR activities. # Principle 9 # Businesses should engage with and provide value to their customers and consumers in a responsible manner # 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year. 11.7% of the complaints received were open as on end of the financial year. These are in the process of being resolved. # 2. Does the company display product information on the product label, over and above what is mandated as per local laws? TCS is a software solution provider hence this question is not applicable to us. i. Remarks (additional information) - None # 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so. As on date, there are no anti-competitive, abuse of dominant position or unfair trade practices cases pending against the Company. # 4. Did your company carry out any consumer survey/ consumer satisfaction trends? Customer satisfaction surveys are carried out on a half yearly basis. The survey is done at an account-level and measures TCS' performance on various parameters across multiple dimensions. # 144 Business Responsibility Report # Consolidated Financial Statements 145 # Annual Report 2015-16 # INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS # TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED # Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Tata Consultancy Services Limited ('the Company') and its subsidiary companies (the Company and its subsidiary companies together referred as 'the Group'), which comprise the Consolidated Balance Sheet as at March 31, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information ('the consolidated financial statements')."
+"# Management's Responsibility for the Consolidated Financial Statements The Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 ('the Act') that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act as applicable. The respective Board of Directors of the Company and its subsidiary companies are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of these consolidated financial statements by the Board of Directors of the Company. # Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial controls relevant to the Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors referred to in the 'Other Matter' paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. # Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2016 and its consolidated profit and its consolidated cash flows for the year ended on that date. 146 Consolidated Financial Statements # Other Matter We did not audit the financial statements of 9 direct subsidiary companies, whose financial statements reflect total assets of ` 10,233.51 crores as at March 31, 2016, total revenues of ` 15,567.06 crores and net cash inflows amounting to ` 391.30 crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of the other auditors. Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors."
+"# Report on Other Legal and Regulatory Requirements As required by Section 143 (3) of the Act, we report, to the extent applicable, that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. 2. In our opinion, proper books of account as required by law relating to preparation of the consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. 3. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. 4. In our opinion, the consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable. 5. On the basis of the written representations received from the Directors of the Company as on March 31, 2016, taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the Directors of the Group companies, incorporated in India is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act. 6. With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our report in ""Annexure A"", which is based on the Auditors' Reports of the Company and its subsidiary companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting of the Company and its subsidiary companies incorporated in India. 7. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: 1. The Group has disclosed the impact of pending litigations on the consolidated financial position of the Group in its consolidated financial statements as of March 31, 2016. 2. The Group has made provisions in its consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts including derivative contracts. 3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W / W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 18, 2016 # Consolidated Financial Statements 147 # Annual Report 2015-16 # ANNEXURE 'A' TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act') File: AR_TCS_2015_2016.md We have audited the internal financial controls over financial reporting of Tata Consultancy Services Limited ('the Company') and its subsidiary companies incorporated in India as at March 31, 2016 in conjunction with our audit of the consolidated financial statements of the Company for the year ended and as on that date. # Management's Responsibility for Internal Financial Controls The respective Board of Directors of the Company and its subsidiary companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the respective internal control over financial reporting criteria established by the Company and its subsidiary companies incorporated in India considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the 'Guidance Note'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act."
+"# Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls over financial reporting. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies incorporated in India, in terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. # Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. # Consolidated Financial Statements # Opinion In our opinion to the best of our information and according to the explanations given to us, the Company and its subsidiary companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company and its subsidiary companies incorporated in India considering the essential components of internal control stated in the Guidance Note. # Other Matter Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 5 subsidiary companies, incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W / W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 18, 2016 # Consolidated Financial Statements 149 # Annual Report 2015-16 # Consolidated Balance Sheet as at March 31, 2016 |Note|As at March 31, 2016|As at March 31, 2015| |---|---|---| |I. EQUITY AND LIABILITIES|I. EQUITY AND LIABILITIES|I."
+"EQUITY AND LIABILITIES| |Shareholders' funds|Shareholders' funds|Shareholders' funds| |(a) Share capital|197.04|195.87| |(b) Reserves and surplus|65163.52|50438.89| | |65360.56|50634.76| |Minority interest|502.23|1127.76| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |(a) Long-term borrowings|82.53|114.27| |(b) Deferred tax liabilities (net)|441.17|342.96| |(c) Other long-term liabilities|745.10|825.02| |(d) Long-term provisions|277.28|297.87| | |1546.08|1580.12| |Current liabilities|Current liabilities|Current liabilities| |(a) Short-term borrowings|112.96|185.56| |(b) Trade payables|7539.93|8830.93| | |(includes dues to micro and small enterprises ` 18.46 crores (March 31, 2015: ` 12.35 crores))|(includes dues to micro and small enterprises ` 18.46 crores (March 31, 2015: ` 12.35 crores))| |(c) Other current liabilities|5357.45|3646.59| |(d) Short-term provisions|8965.17|7655.16| | |21975.51|20318.24| |TOTAL|89384.38|73660.88| |II. ASSETS|II. ASSETS|II. ASSETS| |Non-current assets|Non-current assets|Non-current assets| |(a) Fixed assets| | | |(i) Tangible assets|10606.61|9376.12| |(ii) Intangible assets|119.35|168.83| |(iii) Capital work-in-progress|1671.20|2766.37| | |12397.16|12311.32| |(b) Non-current investments|226.45|169.18| |(c) Deferred tax assets (net)|822.94|593.94| |(d) Long-term loans and advances|10395.48|9154.92| |(e) Other non-current assets|574.41|525.30| |(f) Goodwill (on consolidation)|1900.55|2093.22| | |26316.99|24847.88| |Current assets|Current assets|Current assets| |(a) Current investments|22359.15|1492.60| |(b) Inventories|16.27|16.07| |(c) Unbilled revenue|3991.74|3827.08| |(d) Trade receivables|24069.71|20437.94| |(e) Cash and bank balances|6784.76|18556.04| |(f) Short-term loans and advances|5582.35|4146.45| |(g) Other current assets|263.41|336.82| | |63067.39|48813.00| |TOTAL|89384.38|73660.88| |III. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS| |1-45|1-45|1-45| As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry Chairman N. Chandrasekaran CEO and Managing Director Prof. Clayton M. Christensen Director Aman Mehta Director Ishaat Hussain Director V. Thyagarajan Director P. R. Ramesh Partner Dr. Ron Sommer Director Dr. Vijay Kelkar Director Phiroz Vandrevala Director O. P. Bhatt Director Aarthi Subramanian Executive Director Rajesh Gopinathan Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2016 Mumbai, April 18, 2016 150 Consolidated Financial Statements # Consolidated Statement of Profit and Loss for the year ended March 31, 2016 |(` crores)|Note|2016|2015| |---|---|---|---| |I. Revenue from operations| |108646.21|94648.41| |(Net of excise duty of ` 0.86 crores (Previous year ` 4.09 crores ))|(Net of excise duty of ` 0.86 crores (Previous year ` 4.09 crores ))|(Net of excise duty of ` 0.86 crores (Previous year ` 4.09 crores ))|(Net of excise duty of ` 0.86 crores (Previous year ` 4.09 crores ))| |II. Other income (net)|23|3053.87|3229.91| |TOTAL REVENUE|TOTAL REVENUE|TOTAL REVENUE|TOTAL REVENUE| | | |111700.08|97878.32| |III. Expenses:| | | | |(a) Employee benefit expense|24|41769.08|38701.15| |(b) Operation and other expenses|25|36287.34|31465.55| |(c) Finance costs|26|19.83|104.19| |(d) Depreciation and amortisation expense|12|1947.96|1798.69| |TOTAL EXPENSES|TOTAL EXPENSES|TOTAL EXPENSES|TOTAL EXPENSES| | | |80024.21|72069.58| |IV. PROFIT BEFORE EXCEPTIONAL ITEM AND TAX| |31675.87|25808.74| |V. Exceptional item|42|-|489.75| |VI. PROFIT BEFORE TAX| |31675.87|26298.49| |VII. Tax expense:| | | | |(a) Current tax|27|7499.67|6276.02| |(b) Deferred tax| |(117.23)|(28.18)| |(c) MAT credit entitlement|27|(81.51)|(9.05)| |7300.93|7300.93|7300.93|7300.93| |VIII. PROFIT FOR THE YEAR BEFORE MINORITY INTEREST| |24374.94|20059.70| |IX. Minority interest| |83.12|207.52| |X. PROFIT FOR THE YEAR| |24291.82|19852.18| |XI. Earnings per equity share - Basic and diluted (`)|37|123.28|101.35| |Weighted average number of equity shares (face value of ` 1 each)| |197,04,27,941|195,87,27,979| |XII. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS| |1-45|1-45| As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chartered Accountants Chairman CEO and Managing Director Director Aman Mehta Ishaat Hussain V. Thyagarajan Director Director Director P. R. Ramesh Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Partner Director Director Director O. P."
+"Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2016 Mumbai, April 18, 2016 Consolidated Financial Statements 151 # Annual Report 2015-16 # Consolidated Cash Flow Statement for the year ended March 31, 2016 | |Note|2016|2015| |---|---|---|---| |I CASH FLOWS FROM OPERATING ACTIVITIES| | | | |Profit before tax| |31675.87|26298.49| |Adjustments for:| | | | |Depreciation and amortisation expense| |1947.96|1308.94| |Bad debts written-off (net)| |10.03|12.46| |Provision for doubtful receivables (net)| |115.58|158.60| |Provision for doubtful advances (net)| |6.23|6.42| |Advances written off (net)| |2.83|0.25| |Diminution in value of investments (net)| |-|1.40| |Interest expense| |19.83|104.19| |Profit on sale of fixed assets (net)| |(4.86)|(2.54)| |Unrealised exchange (gain) / loss (net)| |(66.89)|54.31| |Dividend income from investments| |(11.26)|(9.49)| |Interest income| |(1715.53)|(1596.61)| |Profit on redemption of mutual funds and sale of other investments (net)| |(471.89)|(233.10)| |Operating profit before working capital changes| |31507.90|26103.32| |Inventories| |(0.20)|(0.86)| |Unbilled revenue| |(164.66)|212.76| |Trade receivables| |(3757.38)|(2158.04)| |Loans and advances and other assets| |(593.77)|(711.75)| |Trade payables, other liabilities and provisions| |(307.57)|3405.11| |Cash generated from operations| |26684.32|26850.54| |Taxes paid| |(7568.88)|(7481.76)| |Net cash provided by operating activities| |19115.44|19368.78| |II CASH FLOWS FROM INVESTING ACTIVITIES| | | | |Purchase of fixed assets| |(2046.52)|(2949.20)| |Proceeds from sale of fixed assets| |22.16|6.70| |Acquisition of subsidiaries net of cash of ` Nil (March 31, 2015: ` 25.23 crores)| |-|(263.65)| |Purchase of shares from minority shareholders| |-|(74.47)| |Purchase of mutual funds, government securities and other investments*| |(116529.47)|(67296.17)| |Proceeds from redemption of mutual funds, sale of government securities| |96903.68|69360.96| |and other investments*| | | | |Inter-corporate deposits placed| |(2590.00)|(1797.00)| |Inter-corporate deposits matured| |1083.00|1952.00| |Fixed deposits placed with banks having original maturity over three months| |(64.16)|(15538.60)| |Fixed deposits with banks matured having original maturity over three months| |16361.33|13064.39| |Earmarked deposits placed with banks| |(461.72)|(195.44)| |Earmarked deposits with banks matured| |306.62|25.27| |Dividends received| |11.26|9.49| |Interest received| |1795.15|1994.40| |Net cash used in investing activities| |(5208.67)|(1701.32)| # Consolidated Cash Flow Statement for the year ended March 31, 2016 (Contd.) | |(` crores)|Note|2016|2015| |---|---|---|---|---| |III CASH FLOWS FROM FINANCING ACTIVITIES| | | | | |Repayment of long-term borrowings| | |(0.47)|(0.47)| |Short-term borrowings (net)| | |(72.60)|43.41| |Dividend paid, including dividend tax| | |(9479.19)|(17020.46)| |Dividend paid to minority shareholders of subsidiaries and dividend tax on| | |(45.22)|(85.11)| |dividend paid by subsidiaries| | | | | |Issue of shares to minority shareholders| | |1.52|-| |Interest paid| | |(20.16)|(104.98)| |Net cash used in financing activities| | |(9616.12)|(17167.61)| |Net increase in cash and cash equivalents| | |4290.65|499.85| |Cash and cash equivalents at the beginning of the year| | |1861.89|1467.86| |Exchange difference on translation of foreign currency cash and cash equivalents| | |139.52|(105.82)| |Cash and cash equivalents at the end of the year|20| |6292.06|1861.89| |Earmarked balances with banks| | |439.96|312.67| |Short-term bank deposits| | |52.74|16381.48| |Cash and bank balances at the end of the year|20| |6784.76|18556.04| |Supplementary disclosure of cash flow non-cash investing activities:| | | | | |Investment in shares at cost received in settlement of trade receivables| | |0.01|58.87| |Issue of shares on acquisition of subsidiary| | |-|69.05| |*Purchase of mutual funds, government securities and other investments include| | | | | |` 473.09 crores (March 31, 2015: ` Nil) and redemption of mutual funds,| | | | | |government securities and sale of other investments include ` 197.49 crores| | |(March 31, 2015: ` Nil) of TCS Foundation, formed for conducting| | |corporate social responsibility activities of the Group| | | | | |IV NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS| | |1-45| | As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry Chairman N. Chandrasekaran CEO and Managing Director Prof. Clayton M. Christensen Director Aman Mehta Director Ishaat Hussain Director V. Thyagarajan Partner Dr. Ron Sommer Director Dr. Vijay Kelkar Director Phiroz Vandrevala Director O. P. Bhatt Director Aarthi Subramanian Executive Director Rajesh Gopinathan Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2016 Mumbai, April 18, 2016 Consolidated Financial Statements 153 # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 1) CORPORATE INFORMATION Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively referred to as ""the Group"") provide consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of multiple locations around the globe."
+"The Group's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Cloud Services, Connected Marketing Solutions, Consulting, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON -Small and Medium Businesses, IT Infrastructure Services, Mobility Products and Services and Platform Solutions. As at March 31, 2016, Tata Sons Limited owned 73.26 % of the Company's equity share capital and has the ability to control its operating and financial policies. The Company's registered office is in Mumbai and it has 61 subsidiaries across the globe. # 2) SIGNIFICANT ACCOUNTING POLICIES # a) Basis of preparation These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India ('Indian GAAP') to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 as applicable. The financial statements have been prepared under the historical cost convention on accrual basis, except for certain financial instruments which are measured at fair value. # b) Principles of consolidation The financial statements of the subsidiary companies used in the consolidation are drawn up to the same reporting date as of the Company. The consolidated financial statements have been prepared on the following basis: 1. The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealised profits or losses have been fully eliminated. 2. The share of profit / loss of associate companies is accounted under the 'Equity method' as per which the share of profit / loss of the associate company has been adjusted to the cost of investment. An associate is an enterprise in which the investor has significant influence and which is neither a subsidiary nor a joint venture. 3. The excess of the cost to the parent of its investments in a subsidiary over the parent's portion of equity at the date on which investment in the subsidiary is made, is recognised as 'Goodwill (on consolidation)'. When the cost to the parent of its investment in a subsidiary is less than the parent's portion of equity of the subsidiary at the date on which investment in the subsidiary is made, the difference is treated as 'Capital Reserve (on consolidation)' in the consolidated financial statements. 4. Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments in the subsidiary companies are made and further movements in their share in the equity, subsequent to the dates of investments. 5. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. # c) Use of estimates The preparation of financial statements requires the management of the Group to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year. Example of such estimates include provision for doubtful receivables, employee benefits, provision for income taxes, accounting for contract costs expected to be incurred, the useful lives of depreciable fixed assets and provision for impairment. Future results could differ due to changes in these estimates and the difference between the actual result and the estimates are recognised in the period in which the results are known / materialise. # d) Fixed Assets Fixed assets are stated at cost, less accumulated depreciation/amortisation. Costs include all expenses incurred to bring the assets to its present location and condition. Fixed assets exclude computers and other assets individually costing ` 50,000 or less which are not capitalised except when they are part of a larger capital investment programme. # e) Depreciation / Amortisation In respect of fixed assets (other than freehold land and capital work-in-progress) acquired during the year, depreciation/amortisation is charged on a straight line basis so as to write off the cost of the assets over the useful lives and for the assets acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life based on an evaluation."
+"154 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements |Type of asset|Period| |---|---| |Leasehold land and buildings|Lease period| |Freehold buildings|20 years| |Factory buildings|20 years| |Leasehold improvements|Lease period| |Plant and machinery|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|10 years| |Furniture and fixtures|5 years| |Goodwill|12 years| |Acquired contract rights|12 years| |Intellectual property / distribution rights|5 Years| |Rights under licensing agreement and Software licenses|License period| Fixed assets purchased for specific projects are depreciated over the period of the project or the useful life stated above, whichever is shorter. # f) Leases Where the Group, as a lessor, leases assets under finance lease, such amounts are recognised as receivables at an amount equal to the net investment in the lease and the finance income is based on a constant rate of return on the outstanding net investment. Assets taken on lease by the Group in its capacity as lessee, where the Group has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vests with the lessor, are recognised as operating lease. Lease rentals under operating lease are recognised in the statement of profit and loss on a straight-line basis. # g) Impairment At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash generating unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment. Recoverable amount is the higher of an asset's net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and risks specific to the asset. Reversal of impairment loss is recognised as income in the statement of profit and loss. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment annually or more frequently when there is indication for impairment. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. # h) Investments Long-term investments and current maturities of long-term investments are stated at cost, less provision for other than temporary diminution in value. Current investments, except for current maturities of long-term investments, comprising investments in mutual funds, government securities and bonds are stated at the lower of cost and fair value. Consolidated Financial Statements 155 # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # i) Employee benefits # i) Post-employment benefit plans Contributions to defined contribution retirement benefit schemes are recognised as expense when employees have rendered services entitling them to such benefits. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the statement of profit and loss for the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested or amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets."
+"Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # ii) Other employee benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the service. These benefits include compensated absences such as paid annual leave, overseas social security contributions and performance incentives. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # j) Revenue recognition Revenue from contracts priced on a time and material basis are recognised when services are rendered and related costs are incurred. Revenue from turnkey contracts, which are generally time bound fixed price contracts, are recognised over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognised when probable. Revenue from the sale of equipment are recognised upon delivery, which is when the title passes to the customer. Revenue from sale of software licenses are recognised upon delivery. Revenue from maintenance contracts are recognised on pro-rata basis over the period of the contract. In respect of Business Process Services, revenue on time and material and unit priced contracts is recognised as the related services are rendered, whereas revenue from fixed price contracts is recognised using the proportionate completion method with contract cost determining the degree of completion. Revenue is reported net of discounts. Dividend is recorded when the right to receive payment is established. Interest income is recognised on time proportion basis taking into account the amount outstanding and the rate applicable. # k) Taxation Current income tax expense comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in countries where such operations are domiciled. File: AR_TCS_2015_2016.md Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company and its Indian subsidiaries will pay normal income tax after the tax holiday period. Accordingly, MAT is recognised as an asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with it will fructify. Deferred tax expense or benefit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available to realise such assets. In other situations, deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realise these assets. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction for relevant tax paying units and where the Group is able to and intends to settle the asset and liability on a net basis. The Group offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws. # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # l) Foreign currency transactions Income and expense in foreign currencies are converted at exchange rates prevailing on the date of the transaction."
+"Foreign currency monetary assets and liabilities other than net investments in non-integral foreign operations are translated at the exchange rate prevailing on the balance sheet date and the exchange gains or losses are recognised in the statement of profit and loss. Exchange difference arising on a monetary item that, in substance, forms part of an enterprise's net investments in a non-integral foreign operation are accumulated in a foreign currency translation reserve. Premium or discount on foreign exchange forward, option and futures contracts are amortised and recognised in the statement of profit and loss over the period of the contract. Foreign exchange forward, option and future contracts outstanding at the balance sheet date, other than designated cash flow hedges, are stated at fair values and any gains or losses are recognised in the statement of profit and loss. For the purpose of consolidation, income and expenses are translated at average rates and the assets and liabilities are stated at closing rate. The net impact of such change is accumulated under foreign currency translation reserve. # m) Derivative instruments and hedge accounting The Group uses foreign exchange forward, option and futures contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Group designates these hedging instruments as cash flow hedges. The use of hedging instruments is governed by the Group's policies approved by the Board of Directors, which provide written principles on the use of such financial derivatives consistent with the Group's risk management strategy. Hedging instruments are initially measured at fair value, and are remeasured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of future cash flows are recognised directly in shareholders' funds and the ineffective portion is recognised immediately in the statement of profit and loss. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the fair value change in the intrinsic value of the option. The change in fair value of the time value of derivative instruments is accumulated in hedging reserve, a component of shareholders' funds and is transferred to statement of profit and loss when the forecast transaction occurs. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the statement of profit and loss as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on the hedging instrument recognised in shareholders' funds is retained there and is transferred to statement of profit and loss when the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in shareholders' funds is transferred to the statement of profit and loss. # n) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at the lower of cost and net realisable value. Finished goods produced or purchased by the Group are carried at the lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # o) Government grants Government grants are recognised when there is reasonable assurance that the Group will comply with the conditions attached to them and the grants will be received. Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. The grant is recognised as income over the life of a depreciable asset by way of a reduced depreciation charge. Other government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic and rational basis. # p) Provisions, Contingent liabilities and Contingent assets A provision is recognised when the Group has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made."
+"Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements. # q) Cash and cash equivalents The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Consolidated Financial Statements 157 # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 3) SHARE CAPITAL The Authorised, Issued, Subscribed and Fully paid-up share capital comprises of equity shares and redeemable preference shares having a par value of ` 1 each as follows: | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| |Authorised| | | | |(i) 460,05,00,000 equity shares of ` 1 each| |460.05|420.05| |(ii) 105,02,50,000 redeemable preference shares of ` 1 each| |105.03|105.03| | |Total Authorised|565.08|525.08| |Issued, Subscribed and Fully paid-up| | | | |(i) 195,87,27,979 equity shares of ` 1 each| |195.87|195.87| |(ii) Issued during the year| |1.17|-| | |Total Issued, Subscribed and Fully paid-up|197.04|195.87| The Authorised equity share capital was increased to 460,05,00,000 equity shares of ` 1 each pursuant to the amalgamation of its subsidiaries, WTI Advanced Technology Limited vide the Order dated March 27, 2015 of the High Court of Judicature at Bombay and CMC Limited, vide the Order dated August 14, 2015 of the High Court of Judicature at Bombay and vide the Order dated July 20, 2015 of the High Court of Judicature at Hyderabad. # a) Reconciliation of number of shares | |As at March 31, 2016| |As at March 31, 2015| | |---|---|---|---|---| |Number of shares|Amount|(` crores)|Number of shares|Amount| |Equity shares| | | | | |Opening balance|195,87,27,979|195.87|195,87,27,979|195.87| |Issued during the year|1,16,99,962|1.17|-|-| |Closing balance|197,04,27,941|197.04|195,87,27,979|195.87| # b) Rights, preferences and restrictions attached to shares Equity shares The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # Notes forming part of the Consolidated Financial Statements # c) Shares held by Holding company, its Subsidiaries and Associates |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |Equity shares| | | |Holding company|144.35|144.35| |Subsidiaries and Associates of Holding company| | | |3,63,700 equity shares (March 31, 2015 : 10,29,700 equity shares) are held by Tata Industries Limited|0.04|0.10| |9,55,273 equity shares (March 31, 2015 : Nil equity shares) are held by Tata AIA Life Insurance Company Limited|0.10|-| |5,90,452 equity shares (March 31, 2015 : 5,90,452 equity shares) are held by Tata Investment Corporation Limited|0.06|0.06| |Nil equity shares (March 31, 2015 : 200 equity shares) are held by Tata Capital Limited *|-|-| |83,232 equity shares (March 31, 2015 : 83,232 equity shares) are held by Tata International Limited|0.01|0.01| |24,400 equity shares (March 31, 2015 : 24,400 equity shares) are held by Tata Steel Limited *|-|-| |452 equity shares (March 31, 2015 : 452 equity shares) are held by The Tata Power Company Limited *|-|-| |Total|144.56|144.52| *Equity shares having value less than ` 50,000. # d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Equity shares| | | |Tata Sons Limited, the Holding company|144,34,51,698|144,34,51,698| | |73.26%|73.69%| # e) Equity shares allotted as fully paid up (during 5 years preceding March 31, 2016) including equity shares issued pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015."
+"15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. Consolidated Financial Statements 159 # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 4) RESERVES AND SURPLUS Reserves and surplus consist of the following: | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| |(a) Capital reserve (on consolidation)| |75.26|24.50| |(i) Opening balance| |75.26|75.26| |(ii) Addition during the year (net)| |-|50.76| |(b) Capital redemption reserve| |413.09|157.52| |(i) Opening balance| |523.57|413.09| |(ii) Transferred from surplus in statement of profit and loss*| |110.48|255.57| |(c) Securities premium reserve| |1918.87|1918.87| |(d) Foreign currency translation reserve| |1051.17|1547.78| |(i) Opening balance| |1418.25|1051.17| |(ii) Addition / (Deduction) during the year (net)| |367.08|(496.61)| |(e) Hedging reserve (Refer Note 40)| |150.75|29.64| |(i) Opening balance| |56.77|150.75| |(ii) (Deduction) / Addition during the year (net)| |(93.98)|121.11| |(f) General reserve| |7697.18|5742.39| |(i) Opening balance| |10366.66|7697.18| |(ii) Adjustment on amalgamation(Refer Note 29(a))| |365.71|1.15| |(iii) Transferred from surplus in statement of profit and loss| |2303.77|1953.64| |(g) Statutory reserve| |119.92|73.68| |(i) Opening balance| |185.44|119.92| |(ii) Transferred from surplus in statement of profit and loss| |65.52|46.24| |(h) Surplus in statement of profit and loss| |39012.65|39504.51| |(i) Opening balance| |63304.47|59356.69| |(ii) Add : Profit for the year| |24291.82|19852.18| |(iii) Less : Appropriations| | | | |(a) Interim dividends on equity shares| |3251.22|10772.92| |(b) Proposed final dividend on equity shares| |5320.16|4700.95| |(c) Tax on dividend| |1653.34|2635.69| |(d) Write back of tax on dividend of prior years| |(18.72)|(20.97)| |(e) Transferred to capital redemption reserve*| |110.48|255.57| |(f) Transferred to general reserve| |2303.77|1953.64| |(g) Transferred to statutory reserve| |65.52|46.24| | | |50618.70|39012.65| | | |65163.52|50438.89| * On June 25, 2015, Diligenta Limited, a wholly owned subsidiary redeemed 1,10,00,000 redeemable preference shares of GBP 1 each. Accordingly an amount of ` 110.48 crores has been transferred to Capital redemption reserve during the year. The Board of Directors at their meeting held on April 18, 2016 recommended a final dividend of ` 27 per equity share. 160 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 5) LONG-TERM BORROWINGS Long-term borrowings consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Secured loans|82.24|113.69| |(b) Unsecured loans|0.29|0.58| | |82.53|114.27| Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements. # 6) DEFERRED TAX BALANCES Deferred tax balances consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Deferred tax liabilities (net)| | | |(i) Foreign branch profit tax|346.12|256.03| |(ii) Depreciation and amortisation|24.22|25.11| |(iii) Others|70.83|61.82| | |441.17|342.96| |(b) Deferred tax assets (net)| | | |(i) Depreciation and amortisation|(83.42)|(129.55)| |(ii) Employee benefits|326.57|293.57| |(iii) Operating lease liabilities|93.98|83.10| |(iv) Provision for doubtful receivables, loans and advances|190.05|158.07| |(v) Others|295.76|188.75| | |822.94|593.94| # 7) OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Capital creditors|61.78|67.53| |(b) Operating lease liabilities|379.49|344.51| |(c) Others|303.83|412.98| | |745.10|825.02| Others include advance taxes paid of ` 229.53 crores (March 31, 2015: ` 333.28 crores) by the seller of TCS e-serve Limited which, on refund by tax authorities, is payable to the seller. # 8) LONG-TERM PROVISIONS Long-term provisions consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Provision for employee benefits| | | |(i) Gratuity|3.04|21.50| |(ii) Foreign defined benefit plans|170.12|140.42| |(iii) Other post retirement benefits|63.64|41.47| |(b) Provision for foreseeable loss on a long-term contract|40.48|94.48| | |277.28|297.87| Consolidated Financial Statements # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 9) SHORT-TERM BORROWINGS Short-term borrowings consist of the following: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Secured loans|111.80|-| |(b) Unsecured loans|1.16|185.56| | |112.96|112.96| Secured overdrafts from banks are secured against trade receivables."
+"# 10) OTHER CURRENT LIABILITIES Other current liabilities consist of the following: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Current maturities of long-term debt|0.29|0.47| |(b) Current maturities of obligations under finance lease (Refer Note 35)|49.05|57.40| |(c) Interest accrued but not due on borrowings|0.15|0.48| |(d) Income received in advance|1358.86|1062.31| |(e) Unclaimed dividends|21.11|19.77| |(f) Advance received from customers|164.23|130.76| |(g) Operating lease liabilities|79.87|57.50| |(h) Fair values of foreign exchange forward, option and future contracts secured against trade receivables|152.43|19.75| |(i) Statutory liabilities|1378.59|1143.66| |(j) Capital creditors|331.02|337.41| |(k) Liabilities for cost related to customer contracts|881.55|727.79| |(l) Liabilities for purchase of government securities|804.86|-| |(m) Other payables|135.44|89.29| | |5357.45|5357.45| Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements. # 11) SHORT-TERM PROVISIONS Short-term provisions consist of the following: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Provision for employee benefits|1635.30|1356.15| |(b) Proposed final dividend on equity shares|5320.16|4700.95| |(c) Tax on dividend|1088.13|947.68| |(d) Current income taxes (net)|806.75|547.34| |(e) Provision for foreseeable loss on a long-term contract|114.83|103.04| | |8965.17|8965.17| Provision for employee benefits includes provision for compensated absences and other short-term employee benefits. 162 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 12) FIXED ASSETS Fixed assets consist of the following: # (i) Tangible assets |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Gross block as at April 1, 2015|347.26|217.59|4812.98|2.77|14.62|1678.04|126.68|5072.69|28.37|1768.86|1294.77|1259.32|16623.95| | |346.13|216.58|3508.02|2.77|14.62|1289.89|10.29|4166.29|27.80|1513.11|1050.35|1016.55|13162.40| |Additions|-|-|1285.34|-|-|185.87|193.08|654.86|8.02|246.37|335.24|192.55|3101.33| | |0.30|1.01|1302.64|-|-|260.68|116.40|964.06|4.72|237.28|245.36|255.84|3388.29| |Assets acquired on acquisition|-|-|-|-|-|-|-|-|-|-|-|-|164.04| | |-|71.98|-|31.37|4.52|0.74|272.65|-|-|-|-|-|-| |Deletions / Adjustments|(0.18)|-|(0.03)|(0.82)|(0.46)|(38.08)|-|(168.05)|(4.26)|(17.36)|(12.39)|(19.55)|(261.18)| | |-|(0.34)|-|1.94|(0.01)|(65.49)|(3.95)|(10.15)|(0.82)|0.70|(78.12)|-|-| |Translation exchange difference|1.21|-|3.94|-|-|17.11|-|30.33|0.06|10.96|1.52|4.41|69.54| | |0.83|-|2.66|-|-|(38.51)|-|(64.15)|(0.20)|(2.75)|(4.64)|(14.51)|(121.27)| |Gross block as at March 31, 2016|348.29|217.59|6102.23|1.95|14.16|1842.94|319.76|5589.83|32.19|2008.83|1619.14|1436.73|19533.64| | |347.26|217.59|4812.98|2.77|14.62|1678.04|126.68|5072.69|28.37|1768.86|1294.77|1259.32|16623.95| # Accumulated depreciation as at April 1, 2015 |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Accumulated depreciation as at April 1, 2015|-|(19.35)|(502.74)|(1.51)|(13.04)|(805.04)|(16.25)|(3541.19)|(19.80)|(966.99)|(486.58)|(875.34)|(7247.83)| | |-|(16.28)|(602.45)|(1.43)|(12.63)|(634.31)|(10.27)|(2894.92)|(17.78)|(672.31)|(484.14)|(781.07)|(6127.59)| # Depreciation for the year |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Depreciation for the year|-|(3.07)|(311.96)|(0.05)|(0.41)|(200.35)|(22.33)|(765.64)|(4.87)|(289.46)|(165.65)|(126.18)|(1889.97)| | |-|(3.07)|100.13|(0.08)|(0.41)|(182.39)|(5.99)|(743.06)|(6.03)|(301.35)|(3.97)|(100.98)|(1247.20)| # Deletions / Adjustments |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Deletions / Adjustments|-|-|0.03|0.28|0.46|29.24|-|167.60|4.24|16.51|7.35|18.17|243.88| | |-|0.08|-|0.18|0.01|61.57|3.82|6.41|0.41|11.65|74.13|-|-| # Translation exchange difference |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Translation exchange difference|-|-|(0.88)|-|-|(4.47)|-|(14.59)|(0.09)|(5.75)|(2.55)|(4.78)|(33.11)| | |-|(0.50)|-|11.48|-|35.22|0.19|0.26|1.12|5.06|52.83|-|-| # Accumulated depreciation as at March 31, 2016 |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Accumulated depreciation as at March 31, 2016|-|(22.42)|(815.55)|(1.28)|(12.99)|(980.62)|(38.58)|(4153.82)|(20.52)|(1245.69)|(647.43)|(988.13)|(8927.03)| | |-|(19.35)|(502.74)|(1.51)|(13.04)|(805.04)|(16.25)|(3541.19)|(19.80)|(966.99)|(486.58)|(875.34)|(7247.83)| # Net book value as at March 31, 2016 |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Net book value as at March 31, 2016|348.29|195.17|5286.68|0.67|1.17|862.32|281.18|1436.01|11.67|763.14|971.71|448.60|10606.61| | |347.26|198.24|4310.24|1.26|1.58|873.00|110.43|1531.50|8.57|801.87|808.19|383.98|9376.12| # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 12) FIXED ASSETS (contd.) # (ii) Intangible assets |Description|Goodwill on acquisition|Acquired contract rights|Intellectual property / distribution rights|Rights under licensing agreement and software licenses|Total| |---|---|---|---|---|---| |Gross block as at April 1, 2015|303.55|233.90|13.45|141.20|692.10| | |327.64|252.46|13.51|141.40|735.01| |Additions|-|-|-|2.56|2.56| | |-|-|-|1.97|1.97| |Deletions / Adjustments|-|-|-|(0.08)|(0.08)| | |-|-|-|(0.17)|(0.17)| |Translation exchange difference|9.14|7.04|-|0.25|16.43| | |(24.09)|(18.56)|(0.06)|(2.00)|(44.71)| |Gross block as at March 31, 2016|312.69|240.94|13.45|143.93|711.01| | |303.55|233.90|13.45|141.20|692.10| |Accumulated amortisation as at April 1, 2015|(228.16)|(175.85)|(13.11)|(106.15)|(523.27)| | |(218.97)|(168.76)|(12.43)|(94.11)|(494.27)| |Amortisation for the year|(26.99)|(20.80)|(0.10)|(10.10)|(57.99)| | |(26.91)|(20.74)|(0.68)|(13.41)|(61.74)| |Deletions / Adjustments|-|-|-|0.08|0.08| | |-|-|-|-|-| |Translation exchange difference|(5.93)|(4.57)|-|0.02|(10.48)| | |17.72|13.65|-|1.37|32.74| |Accumulated amortisation as at March 31, 2016|(261.08)|(201.22)|(13.21)|(116.15)|(591.66)| | |(228.16)|(175.85)|(13.11)|(106.15)|(523.27)| |Net book value as at March 31, 2016|51.61|39.72|0.24|27.78|119.35| | |75.39|58.05|0.34|35.05|168.83| # (iii) Capital work-in-progress |Description|Total| |---|---| |Capital work-in-progress|1,671.20| | |2766.37| # Notes 1. Freehold buildings include ` 2.67 crores (March 31, 2015: ` 2.67 crores) being value of investment in shares of Co-operative Housing Societies and Limited Companies. 2. Legal formalities relating to conveyance of freehold buildings having net book value ` - * crores (March 31, 2015: ` 5.18 crores) are pending completion. 3. Net book value of computer equipment of ` 44.76 crores (March 31,2015: ` 78.84 crores), leasehold improvements of ` 46.18 crores (March 31,2015: ` 56.65 crores), office equipment of ` 1.41 crores (March 31, 2015: ` 2.11 crores) and electrical installations of ` 2.20 crores (March 31, 2015: ` 3.01 crores) are under finance lease. 4. In previous year fixed assets acquired on acquisition of IT Frontier Corporation which was renamed as Tata Consultancy Services Japan, Ltd., include Capital work-in-progress of ` 54.77 crores, which was subsequently capitalised. *Values less than ` 50,000."
+"164 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 13) NON-CURRENT INVESTMENTS Non-current investments consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) TRADE INVESTMENTS (at cost)| | | |Fully paid equity shares (unquoted)| | | |National Power Exchange Limited|1.40|1.40| |Philippine Dealing System Holdings Corporation|5.96|5.63| |Taj Air Limited|19.00|19.00| |ALMC HF*|-|-| |KOOH Sports Private Limited|3.00|3.00| |Rural Shores Business Services Private Limited*|-|-| |FCM LLC|49.68|46.93| |Fully paid preference shares (unquoted)| | | |Rural Shores Business Services Private Limited|25.00|25.00| |Mozido LLC|66.25|62.58| |Fully paid equity shares (quoted)| | | |Yodlee, Inc.|-|-| |(46,386 equity shares exchanged for 8,762 shares of Envestnet Inc. and cash consideration)| | | |Lyondell Basell Industries N.V.|0.01|-| |(b) OTHER INVESTMENTS| | | |Debentures and bonds (unquoted)|0.12|0.12| |Mutual funds and other funds (unquoted)|57.55|7.04| |Total|227.97|170.70| |Less: Provision for diminution in value of investments|(1.52)|(1.52)| |Net Total|226.45|169.18| |(i) Market value of quoted investments|0.01|3.91| |(ii) Book value of quoted investments|0.01|-| |(iii) Book value of unquoted investments (net of provision)|226.44|169.18| * Non-current investments having a value of less than ` 50,000. # 14) LONG-TERM LOANS AND ADVANCES Long-term loans and advances consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Secured, considered good| | | |Loans and advances to employees|-|0.15| |(b) Unsecured, considered good| | | |(i) Capital advances|187.13|206.71| |(ii) Security deposits|729.72|665.02| |(iii) Loans and advances to employees|7.49|8.90| |(iv) Loans and advances to related parties|3.13|3.13| |(v) Advance tax (including refunds receivable) (net)|4464.21|4092.34| |(vi) MAT credit entitlement|1981.52|1899.76| # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 14) LONG-TERM LOANS AND ADVANCES (contd.) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(vii) Indirect tax recoverable|20.66|52.49| |(viii) Inter-corporate deposits|2464.00|1572.00| |(ix) Prepaid expenses|447.78|534.25| |(x) Other amounts recoverable in cash or kind or for value to be received|89.84|120.17| |(c) Unsecured, considered doubtful| | | |Security deposits|0.32|0.31| |Less : Provision for doubtful security deposits|(0.32)|(0.31)| | |10395.48|10395.48| |Loans and advances to related parties comprise:| | | |Tata Sons Limited|2.74|2.74| |Tata Realty and Infrastructure Limited|0.39|0.39| # 15) OTHER NON-CURRENT ASSETS Other non-current assets consist of the following: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Interest receivable|72.74|24.37| |(b) Long-term bank deposits|415.00|500.08| |(c) Earmarked balances with banks|86.38|0.41| |(d) Others|0.29|0.44| | |574.41|574.41| # 16) CURRENT INVESTMENTS Current investments consist of the following: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Fully paid equity shares (quoted)|-|-| |(8,762 shares received in exchange of 46,386 equity shares of Yodlee, Inc. which were sold subsequently during the year)|(8,762 shares received in exchange of 46,386 equity shares of Yodlee, Inc. which were sold subsequently during the year)|(8,762 shares received in exchange of 46,386 equity shares of Yodlee, Inc. which were sold subsequently during the year)| |(b) Mutual funds and other funds (unquoted)|1695.76|1492.60| |(c) Government securities (quoted)|20171.95|-| |(d) Certificate of deposits (unquoted)|491.44|-| | |22359.15|22359.15| |(i) Market value of quoted investments|20253.65|-| |(ii) Book value of quoted investments|20171.95|-| |(iii) Book value of unquoted investments|2187.20|1492.60| Mutual funds include ` 282.11 crores (March 31, 2015: ` Nil) held by TCS Foundation, formed for conducting corporate social responsibility activities of the Group. 166 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 17) INVENTORIES Inventories consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Raw materials, sub-assemblies and components|8.71|10.36| |(b) Finished goods and Work-in-progress|0.08|2.16| |(c) Goods-in-transit (raw materials)|0.20|1.81| |(d) Stores and spares|7.28|1.74| |Total|16.27|16.07| Inventories are carried at the lower of cost and net realisable value. # 18) UNBILLED REVENUE Unbilled revenue as at March 31, 2016, amounting to ` 3991.74 crores (March 31, 2015 : ` 3827.08 crores) primarily includes revenue recognised in relation to efforts incurred on turnkey contracts priced on a fixed time, fixed price basis."
+"# 19) TRADE RECEIVABLES Trade receivables (Unsecured) consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Over six months from the date they were due for payment| | | |(i) Considered good|1592.25|1469.78| |(ii) Considered doubtful|573.13|422.94| |(b) Others| | | |(i) Considered good|22477.46|18968.16| |(ii) Considered doubtful|0.58|24.67| |Total|24643.42|20885.55| |Less: Provision for doubtful receivables|(573.71)|(447.61)| |Net Total|24069.71|20437.94| # 20) CASH AND BANK BALANCES Cash and bank balances consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Cash and cash equivalents| | | |(i) Balances with banks| | | |In current accounts|2156.02|1443.19| |In deposit accounts with original maturity less than three months|2881.01|352.86| |(ii) Cheques on hand|25.49|50.85| |(iii) Cash on hand|1.39|1.43| |(iv) Remittances in transit|1228.15|13.56| |Total Cash and Cash Equivalents|6292.06|1861.89| |(b) Other bank balances| | | |(i) Earmarked balances with banks|439.96|312.67| |(ii) Short-term bank deposits|52.74|16381.48| |Total Cash and Bank Balances|6784.76|18556.04| # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 21) SHORT-TERM LOANS AND ADVANCES Short-term loans and advances consist of the following: | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| File: AR_TCS_2015_2016.md |(a) Secured, considered good|Loans and advances to employees|-|0.16| |(b) Unsecured, considered good|(i) Loans and advances to employees|1021.40|335.48| | |(ii) Loans and advances to related parties|0.90|0.01| | |(iii) Advance tax (including refunds receivable) (net)|31.68|74.93| | |(iv) MAT credit entitlement|5.00|5.25| | |(v) Security deposits|142.58|126.94| | |(vi) Indirect tax recoverable|340.15|308.76| | |(vii) Inter-corporate deposits|1698.00|1083.00| | |(viii) Prepaid expenses|1376.03|1512.13| | |(ix) Advance to Suppliers|240.01|109.57| | |(x) Fair values of foreign exchange forward, option and future contracts|537.24|365.38| | |(xi) Other amounts recoverable in cash or kind or for value to be received|189.36|224.84| |(c) Unsecured, considered doubtful|(i) Loans and advances to employees|56.32|51.46| | |(ii) Security deposits|2.27|4.65| | |(iii) Indirect tax recoverable|1.74|1.74| | |(iv) Advance to suppliers|3.07|4.79| | |(v) Other amounts recoverable in cash or kind or for value to be received|3.59|3.29| | |Less : Provision for doubtful loans and advances|(66.99)|(65.93)| | | |5582.35|4146.45| Loans and advances to related parties comprise: |Tata AIG General Insurance Company Limited|0.06|0.01| |---|---|---| |Taj Air Limited|0.84|-| # 22) OTHER CURRENT ASSETS Other current assets consist of the following: | | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---| |(a) Interest receivable|202.76|331.93| | | |(b) Others|60.65|4.89| | | | | |263.41|336.82| | 168 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 23) OTHER INCOME (NET) Other income (net) consist of the following: | |(` crores)|2016|2015| |---|---|---|---| |(a) Interest income| |1715.53|1596.61| |(b) Dividend income| |11.26|9.49| |(c) Profit on redemption of mutual funds, sale of government securities and other investments (net)| |471.89|233.10| |(d) Rent| |24.51|18.45| |(e) Profit on sale of fixed assets (net)| |4.86|2.54| |(f) Exchange gain (net)| |743.26|1308.47| |(g) Miscellaneous income| |82.56|61.25| |Total| |3053.87|3229.91| Interest income comprise: | |(` crores)|2016|2015| |---|---|---|---| |Interest on bank deposits| |1455.24|1198.85| |Interest on inter-corporate deposits| |202.97|272.07| |Interest on bonds, government securities and debentures (non-current)| |-|120.99| |Interest on bonds, government securities and debentures (current)| |31.64|-| |Interest on certificate of deposits| |1.18|-| |Others| |24.50|4.70| Dividend income comprise: | |(` crores)|2016|2015| |---|---|---|---| |From other long-term investment| |1.33|-| |From current investments (mutual funds)| |9.93|9.49| Profit on redemption of mutual funds, sale of government securities and other investments (net) comprise: | |(` crores)|2016|2015| |---|---|---|---| |From other long-term investments (net)| |5.37|24.78| |From current investments (net)| |466.52|208.32| Exchange gain (net) include: Gain on foreign exchange forward and currency option contracts which have been designated as Cash Flow Hedges (Refer Note 40) # 24) EMPLOYEE BENEFIT EXPENSE Employee benefit expense consist of the following: | |(` crores)|2016|2015| |---|---|---|---| |(a) Salaries and incentives (Refer Note 43)| |36535.94|34063.91| |(b) Contributions to:(Refer Note 31)| | | | |(i) Provident fund and pension fund| |679.83|606.47| |(ii) Superannuation scheme| |248.91|222.44| |(iii) Gratuity fund| |327.00|305.62| |(iv) Social security and other plans for overseas employees| |1744.51|1519.76| |(c) Staff welfare expenses| |2232.89|1982.95| |Total| |41769.08|38701.15| # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 25) OPERATION AND OTHER EXPENSES Operation and other expenses consist of the following: |(` crores)|2016|2015| |---|---|---| |(a) Overseas business expenses|14839.99|13363.91| |(b) Services rendered by business associates and others|7947.99|6220.25| |(c) Software, hardware and material costs|4613.82|3835.83| |(d) Communication expenses|1107.31|1056.06| |(e) Travelling and conveyance expenses|1502.43|1261.25| |(f) Rent|1693.85|1569.46| |(g) Legal and professional fees|639.83|596.30| |(h) Repairs and maintenance|730.26|705.00| |(i) Electricity expenses|572.74|573.87| |(j) Bad debts written-off (net)|10.03|12.46| |(k) Advances written-off (net)|2.83|0.25| |(l) Provision for doubtful receivables (net)|115.58|158.60| |(m) Provision for doubtful advances (net)|6.23|6.42| |(n) Recruitment and training expenses|364.20|360.94| |(o) Diminution in value of investments (net)|-|1.40| |(p) Printing and stationery|101.42|97.76| |(q) Insurance|75.25|70.41| |(r) Rates and taxes|186.50|119.08| |(s) Entertainment|80.50|71.93|"
+"|(t) Other expenses|1696.58|1384.37| |Total|36287.34|31465.55| (i) Overseas business expenses comprise: |Travel expenses|1161.34|1140.71| |---|---|---| |Employee allowances|13678.65|12223.20| (ii) Repairs and maintenance includes: |Buildings|273.65|267.25| |---|---|---| |Office and computer equipment|448.96|427.95| # 26) FINANCE COSTS Finance costs consist of the following: |(` crores)|2016|2015| |---|---|---| |Interest expense|19.83|104.19| # 27) Current tax is adjusted for the effect of additional provision (net) of ` 20.52 crores (March 31, 2015: write back of provision (net) ` 28.79 crores) in domestic and certain overseas jurisdictions relating to earlier years. The impact of MAT entitlement of earlier period is ` 89.24 crores (March 31, 2015: ` 8.83 crores). 170 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 28) (a) STATEMENT OF NET ASSETS AND PROFIT OR LOSS ATTRIBUTABLE TO OWNERS AND MINORITY INTEREST |Name of the entity|Country of incorporation|% of voting power as at March 31, 2016|% of voting power as at March 31, 2015|Net Assets, i.e. total assets minus total liabilities As % of consolidated net assets|Amount (` crores)|As % of consolidated profit or loss|Amount (` crores)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|83.73|58866.86|91.01|22882.70| |Subsidiaries (held directly)| | | | | | | | |APTOnline Limited (formerly APOnline Limited)|India|89.00|89.00|0.06|45.35|0.12|31.29| |MP Online Limited|India|89.00|89.00|0.08|53.62|0.06|14.63| |C-Edge Technologies Limited|India|51.00|51.00|0.14|96.75|0.13|33.66| |MahaOnline Limited|India|74.00|74.00|0.06|41.31|0.04|10.01| |TCS e-Serve International Limited|India|100.00|100.00|0.26|181.86|0.04|10.59| |TCS Foundation( w.e.f. 25.03.2015)|India|100.00|100.00|0.39|275.73|0.51|129.29| |CMC Limited (Refer Note 29(a))|India|-|51.12|-|-|-|-| |Foreign| | | | | | | | |Diligenta Limited|UK|100.00|100.00|0.82|577.10|(0.27)|(66.82)| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|0.56|391.21|0.81|203.99| |Tata America International Corporation|USA|100.00|100.00|3.25|2281.82|2.89|727.84| |Tata Consultancy Services Asia Pacific Pte Ltd.|Singapore|100.00|100.00|0.72|504.26|0.72|180.23| |Tata Consultancy Services Belgium S.A.|Belgium|100.00|100.00|0.25|175.03|0.18|45.12| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.16|113.65|0.23|58.55| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|2.40|1685.45|1.00|250.77| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|0.30|209.82|0.26|64.82| |TCS FNS Pty Limited|Australia|100.00|100.00|0.23|163.83|-|-| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.61|1132.75|0.29|73.14| |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.01|6.40|0.02|3.97| |CMC Americas Inc. (w.e.f. 01.04.2015)|USA|100.00|100.00|0.19|132.34|0.30|75.55| |Tata Consultancy Services Qatar S.S.C.|Qatar|100.00|100.00|0.08|57.96|0.08|18.94| |Subsidiaries (held indirectly)| | | | | | | | |Foreign| | | | | | | | |CMC eBiz Inc.|USA|100.00|100.00|-|0.17|-|0.11| |TCS e-Serve America, Inc.|USA|100.00|100.00|0.02|15.26|(0.05)|(12.00)| |Diligenta 2 Limited|UK|100.00|100.00|0.11|74.62|-|0.04| |MS CJV Investments Corporation|USA|100.00|100.00|0.01|9.30|-|-| |Tata Consultancy Services (China) Co., Ltd.|China|90.00|90.00|0.22|154.59|0.09|22.44| |Tata Consultancy Services Japan, Ltd.|Japan|51.00|51.00|1.11|791.80|0.40|90.31| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.13|89.69|0.14|36.27| |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.04|27.90|0.05|11.87| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.22|156.10|0.10|25.85| # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 28) (a) STATEMENT OF NET ASSETS AND PROFIT OR LOSS ATTRIBUTABLE TO OWNERS AND MINORITY INTEREST (contd.) |Name of the entity|Country of incorporation|% of voting power as at March 31, 2016|% of voting power as at March 31, 2015|Net Assets, i.e. total assets minus total liabilities As % of consolidated net assets|Amount (` crores)|As % of consolidated profit or loss|Amount (` crores)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.01|10.24|-|0.46| |TCS Italia SRL|Italy|100.00|100.00|-|0.53|(0.03)|(8.54)| |Tata Consultancy Services Luxembourg S.A.|Capellen (G.D. de Luxembourg)|100.00|100.00|0.04|29.56|0.06|13.99| |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.25|173.67|0.33|82.64| |Tata Consultancy Services France S.A.S|France|100.00|100.00|(0.08)|(54.87)|(0.06)|(15.35)| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|-|3.02|-|0.07| |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00|0.06|42.24|-|0.27| |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00|-|1.29|(0.03)|(7.14)| |Tata Consultancy Services Portugal Unipessoal Limitada|Portugal|100.00|100.00|(0.02)|(12.60)|(0.02)|(4.07)| |Alti S.A.|France|100.00|100.00|(0.26)|(181.42)|(0.69)|(174.23)| |Alti HR S.A.S.|France|100.00|100.00|0.02|12.19|-|(0.29)| |Tescom (France) Software Systems Testing S.A.R.L.|France|100.00|100.00|(0.01)|(5.70)|-|0.49| |Alti Switzerland S.A.|Switzerland|100.00|100.00|0.02|11.11|0.01|1.49| |Alti Infrastructures Systemes & Reseaux S.A.S.|France|100.00|100.00|-|1.79|-|0.45| |Alti NV|Belgium|100.00|100.00|0.02|12.46|(0.04)|(8.83)| |Teamlink|Belgium|100.00|100.00|-|(0.13)|-|(0.02)| |Planaxis Technologies Inc.|Canada|100.00|100.00|0.07|46.80|(0.03)|(6.85)| |Tata Consultancy Services Saudi Arabia|Saudi Arabia|76.00|-|0.01|6.15|-|(0.48)| |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|75.00|75.00|0.10|69.71|0.08|19.84| |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|(0.01)|(5.27)|0.05|12.75| |TCS Financial Solutions Australia Holdings Pty Limited|Australia|100.00|100.00|0.07|50.27|-|-| |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.14|95.35|0.24|59.86| |PT Financial Network Services|Indonesia|100.00|100.00|-|(1.09)|-|-| |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.07|47.22|(0.07)|(17.73)| |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.10|73.10|0.24|60.96| |Tata Consultancy Services Argentina S.A.|Argentina|99.99|99.99|(0.03)|(23.70)|(0.25)|(61.74)| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.03|23.84|(0.07)|(17.50)| |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|0.54|376.29|0.25|64.08| |MGDC S.C.|Mexico|100.00|100.00|0.13|89.56|0.10|26.15| |TCS Inversiones Chile Limitada|Chile|99.99|99.99|0.45|313.73|-|1.20| # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 28) (a) STATEMENT OF NET ASSETS AND PROFIT OR LOSS ATTRIBUTABLE TO OWNERS AND MINORITY INTEREST (contd.) |Name of the entity|Country of incorporation|% of voting power as at March 31, 2016|% of voting power as at March 31, 2015|Net Assets, i.e."
+"total assets minus total liabilities As % of consolidated net assets (` crores)|Amount|As % of consolidated profit or loss|Amount| |---|---|---|---|---|---|---|---| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.86|604.31|0.39|99.10| |Technology Outsourcing S.A.C|Peru|100.00|-|0.01|9.56|(0.01)|(1.51)| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.25|172.33|0.40|100.09| |TOTAL|TOTAL|TOTAL|TOTAL|100.00|70304.07|100.00|25142.77| a) Adjustments arising out of consolidation (4441.28) (767.83) b) Minority Interest # Indian Subsidiaries |APTOnline Limited (formerly APOnline Limited)|(7.35)|(3.44)| |---|---|---| |MP Online Limited|(6.44)|(1.61)| |C-Edge Technologies Limited|(55.50)|(17.24)| |MahaOnline Limited|(10.74)|(2.60)| # Foreign Subsidiaries |Tata Consultancy Services Saudi Arabia|(1.36)|0.23| |---|---|---| |Tata Consultancy Services (China) Co., Ltd.|(15.46)|(2.25)| |Tata Consultancy Services Japan, Ltd.|(387.98)|(51.25)| |Tata Consultancy Services (South Africa) (PTY) Ltd.|(17.40)|(4.96)| |TOTAL|(502.23)|(83.12)| Consolidated Net Assets / Profit after tax 65360.56 24291.82 # (b) The contribution of the subsidiaries acquired and incorporated during the year is as under: |Name of Subsidiary|Revenue (` crores)|Net loss (` crores)|Net Assets (` crores)| |---|---|---|---| |Technology Outsourcing S.A.C.|29.26|1.22|9.56| |Tata Consultancy Services Saudi Arabia|-|0.47|6.15| # 29) ACQUISITIONS / DIVESTMENTS a) CMC Limited, a subsidiary, amalgamated with the Company, with effect from April 1, 2015 (""the appointed date"") in accordance with the terms of the Scheme of amalgamation sanctioned by the High Court of judicature at Bombay vide its order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. The Company issued 1,16,99,962 equity shares to the shareholders of CMC Limited pursuant to the Scheme. As a result of the amalgamation, adjustments to goodwill on consolidation and minority interest have been recorded in general reserve. b) On July 2, 2015, the Company through its wholly owned subsidiary, Tata Consultancy Services Netherlands BV subscribed to 76 percent share capital of Tata Consultancy Services Saudi Arabia. c) On October 30, 2015, the Company through its wholly owned subsidiaries TCS Inversiones Chile Limitada and Tata Consultancy Services Chile S.A. subscribed to 100 percent share capital of Technology Outsourcing S.A.C., an information technology services provider in Peru. # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 30) The Company has given letter of comfort to various banks for credit and/or foreign exchange hedging facilities availed by its subsidiaries (a) Tata America International Corporation, (b) Tata Consultancy Services Switzerland Ltd., (c) Tata Consultancy Services Sverige AB, (d) Tata Consultancy Services Belgium S.A., (e) Tata Consultancy Services Deutschland GmbH, (f) Tata Consultancy Services Netherlands BV (g) Tata Consultancy Services Asia Pacific Pte Ltd., (h) TCS Italia SRL, (i) Tata Consultancy Services France S.A.S., (j) Tata Consultancy Services Malaysia Sdn Bhd, and (k) Tata Consultancy Services Luxembourg S.A. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiaries and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiaries. # 31) EMPLOYEE RETIREMENT BENEFITS # a) Defined contribution plans The Company and its subsidiaries make Provident fund, Superannuation fund and foreign defined contribution fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company and its subsidiaries are required to contribute a specified percentage of the payroll costs to fund the benefits. In case of Provident Fund, the contributions as specified under the law are paid to the Provident Fund where set up as a trust and to the respective Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension Scheme in other cases in India and to the administrator of funds in case of foreign contribution plans. In respect of Provident fund contributions to trusts set up for this purpose, the Company and its subsidiaries are generally liable for annual contribution and any deficiency in interest cost compared to interest computed based on the rate of interest declared by the Central Government under the Employees' Provident Fund Scheme, 1952. In addition to such contributions the Company also recognises potential deficiency in interest, if any, computed as per actuarial valuation of interest as an expense in the year it is determined. As of March 31, 2016, the fair value of the assets of the fund and the accumulated members' corpus is ` 9743.90 crores and ` 9126.96 crores respectively, in respect of provident fund managed by trusts. In accordance with an actuarial valuation, there is no deficiency in the interest cost as the present value of the expected future earnings on the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of 8.80%. The actuarial assumptions include discount rate of 7.75% and an average expected future period of 8 years."
+"The Group recognised ` 679.83 crores (March 31, 2015: ` 606.47 crores) for provident fund and pension fund contributions and ` 248.91 crores (March 31, 2015: ` 222.44 crores) for superannuation contributions in the statement of profit and loss. The contributions payable to these plans by the Group are at rates specified in the rules of the schemes. The Group has contributed ` 816.51 crores (March 31, 2015: ` 715.25 crores) towards other foreign defined contribution plans. # b) Defined benefit plans The Company and its subsidiaries in India provide to the eligible employees defined benefit plans such as gratuity, post retirement medical benefit, post retirement vacation and pension plan. The Gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service. Certain overseas subsidiaries of the Company also provide for retirement benefit plans in accordance with the local laws. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method, with actuarial valuation being carried out at each balance sheet date."
+"# Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements The following table set out the funded and unfunded status of the retirement benefit plans and the amounts recognised in the financial statements: | |Indian| |Foreign| |Consolidated| | |---|---|---|---|---|---|---| | |Funded|Unfunded|Funded|Unfunded|Funded|Unfunded| | |As at March 31, 2016|As at March 31, 2016|As at March 31, 2016|As at March 31, 2016|As at March 31, 2016|As at March 31, 2016| |i) Change in benefit obligations:|Projected benefit obligation, beginning of the year|1295.20|1.71|686.20|53.05|2036.16| | |1017.55|1.24|429.19|33.85|1481.83| | | |Service cost|201.61|0.46|23.76|12.21|238.04| | |165.85|0.33|17.15|12.88|196.21| | | |Interest cost|104.69|0.14|14.15|1.81|120.79| | |98.57|0.11|16.33|1.87|116.88| | | |Acquisitions|-|-|-|-|-| | |-|-|178.86|-|178.86| | | |Actuarial loss / (gain)|149.19|0.55|(16.07)|(0.44)|133.23| | |131.09|0.11|111.74|11.29|254.23| | | |Plan participants' contributions|-|-|6.33|-|6.33| | |-|-|6.67|-|6.67| | | |Exchange loss / (gain) / adjustments|-|-|52.78|3.85|56.63| | |-|-|(62.84)|(4.45)|(67.29)| | | |Past service cost / (credit)|13.38|-|-|(2.18)|11.20| | |0.20|-|-|(1.36)|(1.16)| | | |Benefits paid|(131.25)|(0.06)|(22.63)|(1.25)|(155.19)| | |(118.06)|(0.08)|(10.90)|(1.03)|(130.07)| | | |Projected benefit obligation, end of the year|1632.82|2.80|744.52|67.05|2447.19| | |1295.20|1.71|686.20|53.05|2036.16| | |ii) Change in plan assets:|Fair value of plan assets, beginning of the year|1453.14|-|669.23|-|2122.37| | |860.22|-|388.87|-|1249.09| | | |Expected return on plan assets|116.25|-|16.73|-|132.98| | |84.70|-|16.92|-|101.62| | | |Plan participants' contributions|-|-|6.33|-|6.33| | |-|-|6.67|-|6.67| | | |Acquisition|-|-|-|-|-| | |-|-|241.77|-|241.77| | | |Employers' contributions|281.82|-|28.20|-|310.02| | |620.34|-|25.00|-|645.34| | | |Exchange (loss) / gain|-|-|52.89|-|52.89| | |-|-|(63.52)|-|(63.52)| | | |Benefits paid|(131.25)|-|(22.63)|-|(153.88)| | |(118.06)|-|(10.90)|-|(128.96)| | | |Actuarial gain / (loss)|26.77|-|(19.47)|-|7.30| | |5.94|-|64.42|-|70.36| | | |Fair value of plan assets, end of the year|1746.73|-|731.28|-|2478.01| | |1453.14|-|669.23|-|2122.37| | | |Excess / (Deficit) of plan assets over obligation (net)|113.91|(2.80)|(13.24)|(67.05)|30.82| | |157.94|(1.71)|(16.97)|(53.05)|86.21| | |Unrecognised asset due to assets ceiling|-|-|(65.81)|-|(65.81)| | | |-|-|(69.95)|-|(69.95)| | |iii) Excess / (Deficit) of plan assets over obligation (net)|113.91|(2.80)|(79.05)|(67.05)|(34.99)| | | |157.94|(1.71)|(86.92)|(53.05)|16.26| | Consolidated Financial Statements 175 # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements | | | | | |(` crores)| | |---|---|---|---|---|---|---| | |Indian| |Foreign| |Consolidated| | | |Funded|Unfunded|Funded|Unfunded| | | | |2016|2016|2016|2016|2016| | |iv) Net gratuity and other retirement benefit cost:|201.61|0.46|23.76|12.21|238.04| | | |165.85|0.33|17.15|12.88|196.21| | |Interest on defined benefit obligation|104.69|0.14|14.15|1.81|120.79| | | |98.57|0.11|16.33|1.87|116.88| | |Expected return on plan assets|(116.25)|-|(16.73)|-|(132.98)| | | |(84.70)|-|(16.92)|-|(101.62)| | |Past service cost / (credit)|13.38|-|-|(2.18)|11.20| | | |0.20|-|-|(1.36)|(1.16)| | |Net actuarial loss / (gain) recognised during the year|122.42|0.55|(9.21)|(0.44)|113.32| | | |125.15|0.11|62.92|11.29|199.47| | |Net gratuity and other retirement benefit cost|325.85|1.15|11.97|11.40|350.37| | | |305.07|0.55|79.48|24.68|409.78| | |Actual return on plan assets|143.02|-|(2.74)|-|140.28| | | |90.64|-|81.34|-|171.98| | | |(` crores)|(` crores)|(` crores)|(` crores)| | | | | |---|---|---|---|---|---| | |Indian|Foreign|Consolidated| | | | |As at|As at|As at| | | | | |March 31, 2016|March 31, 2016|March 31, 2016| | |v) Category of assets:|Corporate bonds|311.69|99.02|410.71| | | | |174.55|121.19|295.74| | | |Equity shares|42.67|51.21|93.88| | | | |-|134.08|134.08| | | |Index linked bonds|-|113.01|113.01| | | | |-|107.52|107.52| | | |Insurer managed funds|736.68|197.52|934.20| | | | |748.90|172.27|921.17| | | |Bank balances|97.62|270.52|368.14| | | | |217.33|5.89|223.22| | | |Government Securities|499.93|-|499.93| | | | |265.55|99.42|364.97| | | |Others|58.14|-|58.14| | | | |46.81|28.86|75.67| | | |Total|1746.73|731.28|2478.01| | | | |1453.14|669.23|2122.37| | | |Assumptions used in accounting for defined benefit plan| | | | |---|---|---|---|---| | |Indian| |Foreign| | | | |As at|As at| | | | |March 31, 2016|March 31, 2016| | |Discount rate| | |7.50%-7.75%|0.40%-7.13%| | | | |8.00%|0.87%-6.75%| |Salary escalation rate| | |6.00%-10.00%|1.25%-4.64%| | | | |6.00%-7.00%|1.00%-4.64%| |Expected rate of return on plan assets| | |7.50%-7.75%|0.40%-7.13%| | | | |8.00%|0.87%-3.30%| # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements The estimate of future salary increases considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company and its subsidiaries policy for plan asset management. # (` crores) Indian |Particulars|2016|2015|2014|2013|2012| |---|---|---|---|---|---| |Experience adjustment On plan liability loss/(gain)|76.23|31.50|55.10|(17.78)|44.05| |On plan asset gain|26.77|5.94|22.22|4.06|6.61| |Present value of benefit obligation|1635.62|1,296.91|1018.79|882.75|724.70| |Fair value of plan assets|1746.73|1,453.14|860.22|623.58|569.23| |Excess/(Deficit) of plan assets over obligation (net)|111.11|156.23|(158.57)|(259.17)|(155.47)| # (` crores) Foreign |Particulars|2016|2015|2014|2013|2012| |---|---|---|---|---|---| |Experience adjustment On plan liability (gain)/loss|(3.76)|5.05|(3.06)|(2.11)|(0.38)| |On plan asset (loss)/gain|(19.47)|64.42|(8.90)|13.74|4.16| |Present value of benefit obligation|811.57|739.25|463.04|354.97|273.68| |Fair value of plan assets|731.28|669.23|388.87|312.58|269.29| |Unrecognised asset due to assets ceiling|(65.81)|(69.95)| | | | |Excess of obligation over plan assets (net)|(146.10)|(139.97)|(74.17)|(42.39)|(4.39)| The expected contributions are based on the same assumptions used to measure Group's defined benefit obligations as at March 31, 2016."
+"The Group is expected to contribute ` 114.23 crores to defined benefit plans for the year ended March 31, 2017, comprising domestic component of ` 102.86 crores and foreign component of ` 11.37 crores. Previous years' figures are in italics. # 32) SEGMENT REPORTING The Group has identified business segments (industry practice) as its primary segment and geographic segments as its secondary segment. Business segments comprise banking, finance and insurance services, manufacturing, retail and consumer packaged goods, telecom, media and entertainment and others such as energy, resources and utilities, Hi-Tech, life science and healthcare, s-Governance, travel, transportation and hospitality, products, etc. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to a specific segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably among segments are not allocated to primary and secondary segments. Geographical revenue is allocated based on the location of the customer. Geographic segments of the Group are Americas (including Canada and South American countries), Europe, India and Others. # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # Year ended March 31, 2016 |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |---|---|---|---|---|---|---|---| |Revenue| |44162.64|10908.81|15274.01|11854.32|26446.43|108646.21| | | |38565.66|9242.45|12829.01|10933.55|23077.74|94648.41| |Segment result| |12809.20|2914.59|4111.78|3403.98|7231.17|30470.72| | | |10594.47|2223.00|3254.49|2770.78|5480.11|24322.85| |Unallocable expenses (net)| |1848.72|1848.72|1848.72|1848.72|1848.72|1848.72| | | |1744.02|1744.02|1744.02|1744.02|1744.02|1744.02| |Operating income| |28622.00|28622.00|28622.00|28622.00|28622.00|28622.00| | | |22578.83|22578.83|22578.83|22578.83|22578.83|22578.83| |Other income (net)| |3053.87|3053.87|3053.87|3053.87|3053.87|3053.87| | | |3229.91|3229.91|3229.91|3229.91|3229.91|3229.91| |Profit before Exceptional item and tax| |31675.87|31675.87|31675.87|31675.87|31675.87|31675.87| | | |25808.74|25808.74|25808.74|25808.74|25808.74|25808.74| |Exceptional item| |-|-|-|-|-|-| | | |489.75|489.75|489.75|489.75|489.75|489.75| |Profit before tax| |31675.87|31675.87|31675.87|31675.87|31675.87|31675.87| | | |26298.49|26298.49|26298.49|26298.49|26298.49|26298.49| |Tax expense| |7300.93|7300.93|7300.93|7300.93|7300.93|7300.93| | | |6238.79|6238.79|6238.79|6238.79|6238.79|6238.79| |Profit before minority interest| |24374.94|24374.94|24374.94|24374.94|24374.94|24374.94| | | |20059.70|20059.70|20059.70|20059.70|20059.70|20059.70| |Minority interest| |83.12|83.12|83.12|83.12|83.12|83.12| | | |207.52|207.52|207.52|207.52|207.52|207.52| |Profit for the year| |24291.82|24291.82|24291.82|24291.82|24291.82|24291.82| | | |19852.18|19852.18|19852.18|19852.18|19852.18|19852.18| # As at March 31, 2016 |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |---|---|---|---|---|---|---|---| |Segment assets| |11544.04|2872.99|3659.50|3702.61|8919.97|30699.11| | | |9649.76|2489.20|3298.98|3248.77|8949.38|27636.09| |Unallocable assets| |58685.27|58685.27|58685.27|58685.27|58685.27|58685.27| | | |46024.79|46024.79|46024.79|46024.79|46024.79|46024.79| |Total assets| |89384.38|89384.38|89384.38|89384.38|89384.38|89384.38| | | |73660.88|73660.88|73660.88|73660.88|73660.88|73660.88| |Segment liabilities| |1843.37|149.44|193.29|295.59|925.49|3407.18| | | |2592.41|340.86|531.48|551.56|1827.96|5844.27| |Unallocable liabilities| |20114.41|20114.41|20114.41|20114.41|20114.41|20114.41| | | |16054.09|16054.09|16054.09|16054.09|16054.09|16054.09| |Total liabilities| |23521.59|23521.59|23521.59|23521.59|23521.59|23521.59| | | |21898.36|21898.36|21898.36|21898.36|21898.36|21898.36| # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Year ended March 31, 2016 |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |---|---|---|---|---|---|---|---| |Other information :|Capital expenditure (allocable)|15.45|-|-|-|3.28|18.73| | | |73.56|-|-|-|63.00|136.56| | |Capital expenditure (unallocable)| | | | |1989.99| | | | | | | | |3124.24| | | |Depreciation (allocable)|116.78|-|-|-|2.29|119.07| | | |113.43|-|-|-|66.43|179.86| | |Depreciation (unallocable)| | | | |1828.89| | | | | | | | |1129.08| | | |Other significant non cash expenses (allocable)|30.39|9.10|9.75|9.13|76.30|134.67| | | |28.47|7.78|54.85|7.18|79.45|177.73| | |Other significant non cash expenses (net) (unallocable)| |-| | | | | | | | | | | |1.40| | # The following geographic segments individually contribute 10 percent or more of the Group's revenue or segment assets: |Geographic segments|Revenue for the year ended March 31, 2016|Segment assets as at March 31, 2016| |---|---|---| |Americas|60010.88|14254.13| | |51053.46|12639.38| |Europe|29092.07|10273.30| | |26729.63|9022.42| |India|6728.81|5960.98| | |6107.55|5292.85| Previous years' figures are in italics."
+"# RELATED PARTY DISCLOSURES # A) Related parties and their relationship # I) Holding Company Tata Sons Limited # II) Fellow subsidiaries with whom the Group has transactions * * * ** n n t *Ret* * te * * * * ** o*t** * ene * * n u *n e*Uo *n * te * * * ** o*t** * e* n u *n e*Uo *n * te * * * ** o*t** n e t ent*Uo o *t on* te * * * ** o*t** te * * * ** o*t** *n e *n te * te * * * ** o*t** et*h*n* e ent* te * * * ** o*t**Tu ne *nu o t*ne e * te * * * * ** o*t**U* t* * te * * * * ** o*t** ou n * e e o ent*Uo *n * te * Consolidated Financial Statements 179 # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 33) RELATED PARTY DISCLOSURES (contd.) # A) Related parties and their relationship (contd.) * * * ** o*t**Uon u t n * n nee * te * * * * ** o*t**n * te * * * ** o*t**Re* t **n * n * t u tu e* te * * * * ** e t n*n * * te *0 e e * t *o*t**Tu ne *nu o t*ne e * te * 7e7 7* 7 7 * * * ** o*t** n u t e * te * * * ** o*t** nte n*t on* * te * * * ** e* n ** nte e*no ut on * te *0 e* e * 7e7 7* 7 7 * * * ** o ** nte *te *n te * te * * * ** o*t**n o * e o * e* te *0 o e *o* ** e o * e*n te * te * * * ** oTnn* e* t * e*o *ne e * te * * * ** o*t**U* t* * ou n * n*n e* te * * * ** oU*o * e * n *ne e * te * * * ** o*t**ne u t e * te * * * ** o*t**U* t* * o e * te * * * ** o*t**U* t* * n*n * *ne e * te * * * ** o*t**U e*nte *U* t* * te * * * ** o*t** * ue* o e * te *0 o e *n * t* * ue* o e * te * * * ** o*t** nte * t e*n te * * * * * ** o*t** nte * t e*n te * * * * ** o*t**pn to e* te *0n* e* *n e * 7e7 7* 7 7 *0 o e *o*t** n u t * *ne e * te * * * ** o*t** ** o n *0n *0 o et* * te * * * ** o o * ** o n *0fen * * te * * * ** o*t** ** o n *0o*n *n * * te * * * ** o*t** **ne e *0 e * * te * * * ** o*t**p *n ** te * * * ** o*t**u* * ** te * * * ** U* e** oot e* * *te* te * * * ** o*t**n * ne * te * * * * ** o* * * te File: AR_TCS_2015_2016.md * * * ** oR * n o * * te * * * ** o*t** uto o *n te * te * * * ** o*t** o ee *h* t n* e o t u tu e * te *0 o e *o*t** e o t u tu e * te * * * ** *n*tone* n e t* te # III) Key Management Personnel * * * ** h 7* 7*U *n * e * *n5*U e * e ut e* e **n *h*n* n * e to * * * ** h 7*R* e * o n*t *n5*U e * n*n * * e * * * * ** h 7* * t *nu* * *n *n5* e ut e* e to *0 7e7 7* 7 7 180 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 33) RELATED PARTY DISCLOSURES (contd.) # B) Transactions with related parties for the year ended March 31, 2016 | |Holding Company|Fellow Subsidiaries|Key Management Personnel and their relatives|Total| |---|---|---|---|---| |Brand"
+"equity contribution|128.36|-|-|128.36| | |122.93|-|-|122.93| |Purchase of fixed assets|-|29.93|-|29.93| | |-|66.73|-|66.73| |Loans and advances given|-|0.94|-|0.94| | |-|-|-|-| |Loans and advances repaid|-|-|-|-| | |-|0.05|-|0.05| |Inter-corporate deposits matured|-|-|-|-| | |-|385.00|-|385.00| |Purchase of investments|-|8843.50|-|8843.50| | |-|7441.46|-|7441.46| |Redemption / sale of investments|-|8928.54|-|8928.54| | |29.43|6736.55|-|6765.98| |Revenue (including reimbursements)|4.27|222.56|-|226.83| | |2.99|242.09|-|245.08| |Interest income|-|-|-|-| | |49.61|30.04|-|79.65| |Purchase of goods, services and facilities (including reimbursements)|3.35|632.79|-|636.14| | |0.81|268.21|-|269.02| |Rent expense|0.98|27.90|-|28.88| | |0.98|28.55|-|29.53| |Provision / (Write back of provision) for doubtful receivables, advances (net)|-|(0.07)|-|(0.07)| | |-|0.40|-|0.40| |Bad debts written-off|-|0.04|-|0.04| | |-|-|-|-| |Dividend paid on equity shares|5845.98|4.20|0.37|5850.55| | |10825.89|12.78|0.66|10839.33| |Dividend paid on redeemable preference shares|-|-|-|-| | |28.68|-|-|28.68| |Remuneration|-|-|43.26*|43.26| | |-|-|23.50|23.50| # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 33) RELATED PARTY DISCLOSURES (contd.) # C) Balances with related parties as at March 31, 2016 | |Holding Company|Fellow Subsidiaries|Key Management Personnel and their relatives|Total| |---|---|---|---|---| |Trade receivables, Unbilled revenue, Loans and advances, Other assets (net)|4.40|112.74|-|117.14| |Other assets (net)|4.00|117.46|-|121.46| |Trade payables, Income received in advance, Advances from customers, Other liabilities|117.18|20.13|-|137.31| | |113.70|35.87|-|149.57| |Investment in debentures / mutual funds / bonds|-|642.90|-|642.90| | |-|676.70|-|676.70| Previous years' figures are in italics. # D) Disclosure of material transactions with related parties | |2016|2015| |---|---|---| |Purchase of fixed assets| | | |TRIL Infopark Limited|5.90|0.54| |Tata Consulting Engineers Limited|17.03|18.66| |Tata Realty and Infrastructure Limited|1.79|46.68| |Tata Interactive Systems GmbH|5.17|0.73| |Loans and advances given| | | |Tata AIG General Insurance Company Limited|0.10|-| |Taj Air Limited|0.84|-| |Loans and advances repaid| | | |Infiniti Retail Limited|-|0.04| |Tata AIG General Insurance Company Limited|-|0.01| |Inter-corporate deposits matured| | | |Tata Realty and Infrastructure Limited|-|50.00| |Tata Housing Development Company Limited|-|55.00| |Tata Capital Financial Services Limited|-|280.00| |Purchase of investments| | | |Tata Asset Management Limited|8843.50|7370.64| |Redemption / sale of investments| | | |Tata Asset Management Limited|8928.54|6726.41| |Revenue (including reimbursements)| | | |Tata Sky Limited|59.33|73.36| |Infiniti Retail Limited|16.34|30.33| |Tata Capital Financial Services Limited|41.95|42.89| |Tata Unistore Limited (name changed w.e.f. 13.05.2015) (formerly Tata Industrial Services Limited)|36.48|25.34| 182 Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 33) RELATED PARTY DISCLOSURES (contd.) # D) Disclosure of material transactions with related parties (contd.) | |2016|2015| | |---|---|---|---| |Interest income|Tata Sons Limited|-|49.61| | |Panatone Finvest Limited|-|8.85| | |Tata Capital Financial Services Limited|-|13.75| |Purchase of goods, services and facilities (including reimbursements)|Tata Capital Forex Limited|489.57|218.30| |Rent expense|Tata Sons Limited|0.98|0.98| | |Tata Limited|-|1.61| | |Tata Africa Holdings (SA) (Proprietary) Limited|1.83|1.97| | |TRIL Infopark Limited|24.35|24.90| |Provision / (Write back of provision) for doubtful receivables, advances (net)|Tata Sky Limited|0.21|0.32| | |Drive India Enterprise Solutions Limited|0.05|(0.28)| | |Infiniti Retail Limited|(0.33)|0.35| | |Tata Capital Limited|(0.18)|-| | |TATA Africa Holdings (Kenya) Limited|0.18|(0.04)| |Bad debts written-off|Tata AIG General Insurance Company Limited|0.04|-| |Remuneration to Key Management Personnel|Mr. N. Chandrasekaran|36.66*|21.28| # E) Disclosure of material balances with related parties | |As at March 31, 2016|As at March 31, 2015| | |---|---|---|---| |Trade receivables, Unbilled revenue, Loans and advances, Other assets (net)|Tata Capital Financial Services Limited|12.09|19.56| | |Infiniti Retail Limited|1.74|16.46| | |Tata Unistore Limited (name changed w.e.f. 13.05.2015) (formerly Tata Industrial Services Limited)|20.90|30.09| | |Tata Sky Limited|25.66|9.40| | |TATA Africa Holdings (Kenya) Limited|14.77|7.61| |Trade payables, Income received in advance, Advances from customers, Other liabilities|Tata Sons Limited|117.18|113.70| |Investment In debentures / mutual funds / bonds|Tata Asset Management Limited|642.90|676.70| * Includes the one time bonus paid to eligible employees. Consolidated Financial Statements 183 # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements # 34) OBLIGATION TOWARDS OPERATING LEASES |Particulars|As at March 31, 2016|As at March 31, 2015| |---|---|---| |Non cancellable operating lease obligation| | | |Not later than one year|732.65|763.21| |Later than one year but not later than five years|2169.16|2243.34| |Later than five years|1233.01|1403.30| |Total|4134.82|4409.85| Rental expenses of ` 922.42 crores (March 31, 2015: ` 825.21 crores) in respect of obligation under non-cancellable operating leases and ` 771.43 crores (March 31, 2015: ` 744.25 crores) in respect of cancellable operating leases have been charged to the statement of profit and loss."
+"# 35) OBLIGATIONS TOWARDS FINANCE LEASES |Particulars|As at March 31, 2016|As at March 31, 2015| |---|---|---| |Assets acquired under finance lease| | | |i) Minimum lease payments:| | | |Not later than one year|58.73|70.03| |Later than one year but not later than five years|80.18|109.59| |Later than five years|32.92|44.35| |Total|171.83|223.97| |ii) Present value of minimum lease payments:| | | |Not later than one year|49.05|57.40| |Later than one year but not later than five years|55.75|80.48| |Later than five years|26.49|33.21| |Total|131.29|171.09| |Add: Future finance charges|40.54|52.88| |Total|171.83|223.97| # 36) RECEIVABLES UNDER SUB LEASES |Particulars|As at March 31, 2016|As at March 31, 2015| |---|---|---| |Not later than one year|19.00|17.81| |Later than one year but not later than five years|15.58|36.44| |Later than five years|-|-| |Total|34.58|54.25| The total amount recognised in the statement of profit and loss for the year ended March 31, 2016 is ` 24.51 crores (March 31, 2015: ` 18.45 crores). # Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 37) EARNINGS PER EQUITY SHARE |Particulars|2016|2015| |---|---|---| |Profit for the year (` crores)|24291.82|19852.18| |Amount available for equity shareholders (` crores)|24291.82|19852.18| |Weighted average number of equity shares|197,04,27,941|195,87,27,979| |Earning per share - Basic and diluted (`)|123.28|101.35| |Face value per equity share (`)|1.00|1.00| # 38) CONTINGENT LIABILITIES |Particulars|As at March 31, 2016|As at March 31, 2015| |---|---|---| |Claims against the Group not acknowledged as debt (See (a) below)|7017.37|191.75| |Income tax demands (See (b) below)|7957.36|3904.63| |Indirect tax demands (See (c) below)|193.19|170.31| |Other contingencies|-|0.34| a) In October 2014, Epic Systems Corporation ('Epic') filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged unauthorised download and misuse of Epic's confidential information and trade secrets. In April 2016, the Company received an unfavorable jury verdict awarding damages totalling ` 6227.03 crores (US$940 million) to Epic which the trial judge has indicated his intent to reduce. On the basis of legal opinion and legal precedence, the Company expects to defend itself against the claim and believes that the claim will not sustain. b) In respect of income tax demands of ` 318.20 crores (March 31, 2015: ` 318.20 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. c) In respect of indirect tax demands of ` 8.53 crores (March 31, 2015: ` 8.53 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. d) The Group has examined the social security and tax aspects of contracts with legal entities which provide services to overseas subsidiaries and, based on legal opinion, concludes that the subsidiaries are in compliance with the related statutory requirements. # 39) CAPITAL AND OTHER COMMITMENTS a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) ` 1456.70 crores (March 31, 2015: ` 1878.48 crores). b) The Company has a purchase commitment towards India Innovation Fund for the uncalled amount of balance ` 24486.94 per unit for 1000 units aggregating ` 2.45 crores (March 31, 2015: ` 2.96 crores). # 40) DERIVATIVE FINANCIAL INSTRUMENTS The Company and its subsidiaries, in accordance with its risk management policies and procedures, enter into foreign exchange forwards, option and futures contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. These contracts are for a period between one day and eight years. The Group has following outstanding foreign exchange option contracts, which have been designated as Cash Flow Hedges, as at: |Foreign Currency|No. of Contracts|Notional amount (million)|Fair Value of (` crores)|No. of Contracts|Notional amount (million)|Fair Value of (` crores)| |---|---|---|---|---|---|---| |U.S. Dollar|9|225.00|41.44|-|-|-| |Sterling Pound|8|160.00|51.85|18|297.00|67.05| |Euro|24|285.00|19.51|9|171.00|87.78| |Australian Dollar|21|228.00|(12.47)|6|97.00|31.15| # Annual Report 2015-16 # Notes forming part of the Consolidated Financial Statements The movement in Hedging Reserve for derivatives designated as Cash Flow Hedges is as follows: |Particulars|Year ended March 31, 2016| |Year ended March 31, 2015| | |---|---|---|---|---| | |Intrinsic value|Time value|Intrinsic Value|Time Value| |Balance at the beginning of the year|151.42|(0.67)|24.88|4.76| |Changes in the fair value of effective portion of Cash Flow Hedges|249.82|(338.69)|905.89|(440.18)| |(Gains)/losses transferred to statement of profit and loss on occurrence of forecasted hedge transactions|(323.09)|317.98|(779.35)|434.75| |Balance at the end of the year|78.15|(21.38)|151.42|(0.67)| Net gain on derivative instruments of ` 56.77 crores recognised in Hedging Reserve as at March 31, 2016, is expected to be transferred to the statement of profit and loss by March 31, 2017."
+"In addition to the above Cash Flow Hedges, the Group has outstanding foreign exchange forwards, option and futures contracts with notional amount aggregating ` 22143.66 crores (March 31, 2015: ` 19949.03 crores) whose fair value showed a gain of ` 284.48 crores as at March 31, 2016 (March 31, 2015 : gain of ` 159.65 crores). Exchange gain of ` 180.55 crores (March 31, 2015 : exchange gain of ` 1360.57 crores) on foreign exchange forwards, option and futures contracts for the year ended March 31, 2016, have been recognised in the statement of profit and loss. 41) Research and development expenditure aggregating ` 236.94 crores (March 31, 2015: ` 225.07 crores), including capital expenditure, was incurred during the year. 42) The Group revised its policy of providing depreciation on fixed assets effective April 1, 2014. Depreciation is now provided on a straight line basis for all assets as against the policy of providing on written down value basis for some assets and straight line basis for others. Further the remaining useful life has also been revised wherever appropriate based on an evaluation. The carrying amount as on April 1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charge for the year ended March 31, 2015 is higher by ` 155.70 crores and the effect relating to the period prior to April 1, 2014 is net credit of ` 489.75 crores (excluding deferred tax of ` 118.90 crores) which has been shown as an 'Exceptional Item' in the statement of profit and loss. 43) During the year ended March 31, 2015, an amount of ` 2627.91 crores has been recognized in the statement of profit or loss and accrued under Trade Payables in the balance sheet in respect of one-time bonus to eligible employees. 44) Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Group financial statements. 45) Previous years' figures have been recast / restated. # Consolidated Financial Statements # Unconsolidated Financial Statements 187 # Annual Report 2015-16 # INDEPENDENT AUDITORS' REPORT # TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED # Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Tata Consultancy Services Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. # Management's Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of these standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. # Auditors' Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under Section 143(11) of the Act. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements."
+"The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. # Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date. # Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, we report that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 2. In our opinion, proper books of account as required by law relating to preparation of the standalone financial statements have been kept by the Company so far as it appears from our examination of those books. 3. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of these standalone financial statements. 4. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable. 5. On the basis of the written representations received from the Directors as on March 31, 2016, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act. # Unconsolidated Financial Statements (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in 'Annexure A'. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting. (g) With respect to the other matters to be included in the Independent Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: 1. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. 2. The Company has made provision in its financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts including derivative contracts; 3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. 2. As required by the Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government in terms of Section 143(11) of the Act, we give in 'Annexure B' a statement on the matters specified in paragraphs 3 and 4 of the Order. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH Partner (Membership No."
+"70928) Mumbai, April 18, 2016 # Unconsolidated Financial Statements 189 # Annual Report 2015-16 # ANNEXURE 'A' TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act') We have audited the internal financial controls over financial reporting of Tata Consultancy Services Limited ('the Company') as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended and as on that date. # Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the 'Guidance Note'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. # Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."
+"190 Unconsolidated Financial Statements # Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 18, 2016 # Unconsolidated Financial Statements 191 # Annual Report 2015-16 # ANNEXURE 'B' TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) Report on Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 ('the Act') of Tata Consultancy Services Limited ('the Company') # 1. In respect of the Company's fixed assets: - (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. - (b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. File: AR_TCS_2015_2016.md - (c) According to the information and explanations given to us and the records examined by us and based on the examination of the conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except a building with carrying value of ` 0.27 lakhs which is under dispute. In respect of immovable properties been taken on lease and disclosed as fixed asset in the standalone financial statements, the lease agreements are in the name of the Company. # 2. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification. # 3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. # 4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable. # 5. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2016 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company. # 6. Reporting under clause 3(vi) of the Order is not applicable as the Company's business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014. # 7. According to the information and explanations given to us, in respect of statutory dues: - (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities. - (b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable."
+"- (c) Details of dues of Income Tax, Sales Tax, Service Tax and Value Added Tax which have not been deposited as at March 31, 2016 on account of dispute are given below: |Particulars|Forum where the dispute is pending|Financial Year to which the amount relates|Total (` Crores)| |---|---|---|---| |Income Tax|Commissioner of Income Tax (Appeals)|2006-07, 2007-08, 2009-10, 2011-12|2058.74| | |Income Tax Appellate Tribunal|2005-06, 2010-11|1929.93| |Sales Tax and Value Added Tax|Additional Commissioner|2007-2008|0.01| | |Assistant Commissioner|1995-1996, 1997-1998, 2001-2002, 2004-2005, 2005-2006, 2010-2011, 2011-2012, 2012-13|53.08| | |Commercial tax Officer|2005-2006|0.01| | |Commissioner|2012-13|0.03| | |Deputy Commissioner|1994-1995, 2005-2006, 2008-2009, 2010-2011, 2011-2012, 2012-2013|2.70| | |Joint commissioner|1997-1998, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014|4.84| # Unconsolidated Financial Statements |Particulars|Forum where the dispute is pending|Financial Year to which the amount relates|Total (` Crores)| |---|---|---|---| | |High Court|1994-1995, 2001-2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2007-2008, 2008-2009, 2009-2010, 2011-2012, 2012-2013|32.71| | |Tribunal| |6.94| |Service Tax|Commissioner of Service Tax (Appeals)| |14.65| | |Tribunal| |70.13| There were no dues of duty of Customs, duty of Excise and Cess which have not been deposited as at March 31, 2016 on account of dispute. 1. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures. 2. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable. 3. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year except 15 cases totaling ` 4.37 lakhs in respect of claims for reimbursement of expenses. 4. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. 5. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable. 6. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. 7. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company. 8. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable. 9. The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH Partner (Membership No. 70928) Mumbai, April 18, 2016 Unconsolidated Financial Statements # Annual Report 2015-16 # Balance Sheet as at March 31, 2016 |Note|As at March 31, 2016|As at March 31, 2015| |---|---|---| |I. EQUITY AND LIABILITIES|I. EQUITY AND LIABILITIES|I. EQUITY AND LIABILITIES| |Shareholders' funds|Shareholders' funds|Shareholders' funds| |(a) Share capital|197.04|195.87| |(b) Reserves and surplus|58669.82|45220.57| | |58866.86|45416.44| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |(a) Long-term borrowings|50.06|64.71| |(b) Deferred tax liabilities (net)|365.52|271.46| |(c) Other long-term liabilities|591.15|722.15| |(d) Long-term provisions|88.66|126.91| | |1095.39|1185.23| |Current liabilities|Current liabilities|Current liabilities| |(a) Short-term borrowings|112.96|185.56| |(b) Trade payables (includes dues of micro and small enterprises ` 18.46 crores (March 31, 2015: ` 9.90 crores))|5369.90|6767.25| |(c) Other current liabilities|4003.84|2491.47| |(d) Short-term provisions|8219.59|7019.35| | |17706.29|16463.63| |TOTAL|77668.54|63065.30| |II. ASSETS|II. ASSETS|II. ASSETS| |Non - current assets|Non - current assets|Non - current assets| |(a) Fixed assets| | | |(i) Tangible assets|9689.22|7964.88| |(ii) Intangible assets|24.06|31.41| |(iii) Capital work-in-progress|1641.84|2706.94| | |11355.12|10703.23| |(b) Non-current investments|2228.28|2651.23| |(c) Deferred tax assets (net)|465.83|303.47| |(d) Long-term loans and advances|9750.92|8452.55| |(e) Other non-current assets|572.52|524.68| | |24372.67|22635.16| |Current assets|Current assets|Current assets| |(a) Current investments|21847.39|747.47| |(b) Inventories|8.99|12.34| |(c) Unbilled revenue|2712.18|2439.36| |(d) Trade receivables|19058.20|17036.76| |(e) Cash and bank balances|4806.37|16502.50| |(f) Short-term loans and advances|4675.78|3352.18| |(g) Other current assets|186.96|339.53| | |53295.87|40430.14| |TOTAL|77668.54|63065.30| |III."
+"NOTES FORMING PART OF THE FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE FINANCIAL STATEMENTS|III. NOTES FORMING PART OF THE FINANCIAL STATEMENTS| |1-50|1-50|1-50| As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chartered Accountants Chairman CEO and Managing Director Director Aman Mehta Ishaat Hussain V. Thyagarajan Director Director P. R. Ramesh Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Partner Director Director O. P. Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2016 Mumbai, April 18, 2016 194 Unconsolidated Financial Statements # Statement of Profit and Loss for the year ended March 31, 2016 |Note|2016|2015| |---|---|---| |I. Revenue from operations|85863.85|73578.06| |(Net of excise duty of ` 0.86 crore (Previous year: ` 4.09 crores))|(Net of excise duty of ` 0.86 crore (Previous year: ` 4.09 crores))|(Net of excise duty of ` 0.86 crore (Previous year: ` 4.09 crores))| |II. Other income (net)|3740.20|4466.73| |III. TOTAL REVENUE|89604.05|78044.79| |IV. Expenses:| | | |(a) Employee benefit expense|30068.19|27368.32| |(b) Operation and other expenses|28846.45|25181.54| |(c) Finance costs|13.58|79.57| |(d) Depreciation and amortisation expense|1559.19|1393.77| |TOTAL EXPENSES|60487.41|54023.20| |V. PROFIT BEFORE EXCEPTIONAL ITEM AND TAX (III-IV)|29116.64|24021.59| |VI. Exceptional item|-|528.38| |VII. PROFIT BEFORE TAX|29116.64|24549.97| |VIII. Tax expense:| | | |(a) Current tax|6376.81|5269.48| |(b) Deferred tax|(53.63)|14.70| |(c) MAT credit entitlement|(89.24)|8.83| | |6233.94|5293.01| |IX. PROFIT FOR THE YEAR|22882.70|19256.96| |X. Earnings per equity share - Basic and diluted (`)|116.13|98.31| |Weighted average number of equity shares (face value of ` 1 each)|197,04,27,941|195,87,27,979| |XI. NOTES FORMING PART OF THE FINANCIAL STATEMENTS|1-50|1-50| As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry Chairman N. Chandrasekaran CEO and Managing Director Prof. Clayton M. Christensen Director Aman Mehta Director Ishaat Hussain Director V. Thyagarajan Director P. R. Ramesh Partner Dr. Ron Sommer Director Dr. Vijay Kelkar Director Phiroz Vandrevala Director O. P."
+"Bhatt Director Aarthi Subramanian Executive Director Rajesh Gopinathan Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2016 Mumbai, April 18, 2016 Unconsolidated Financial Statements # Annual Report 2015-16 # Cash Flow Statement for the year ended March 31, 2016 | |Note|2016|2015| |---|---|---|---| |I CASH FLOWS FROM OPERATING ACTIVITIES| | | | |Profit before tax| |29116.64|24549.97| |Adjustments for:| | | | |Depreciation and amortisation expense| |1559.19|865.39| |Bad Debts written off (net)| |4.26|5.69| |Provision for doubtful receivables (net)| |106.92|124.56| |Provision for doubtful advances (net)| |5.31|(13.10)| |Advances written-off (net)| |2.58|19.50| |Provision for diminution in value of long-term investments| |-|2.50| |Interest expense| |13.58|79.57| |Profit on sale of fixed assets (net)| |(5.06)|(2.94)| |Unrealised exchange (gain) / loss| |(133.34)|91.64| |Exchange difference on translation of foreign currency cash and cash equivalents| |(40.12)|27.26| |Dividend income (including exchange gain)| |(705.08)|(1335.54)| |Interest income| |(1679.48)|(1554.93)| |Profit on redemption of mutual funds and sale of other investments (net)| |(459.25)|(225.99)| |Operating profit before working capital changes| |27786.15|22633.58| |Inventories| |6.51|(3.77)| |Unbilled revenue| |(81.45)|187.39| |Trade receivables| |(1777.53)|(2694.09)| |Loans and advances and other assets| |(566.83)|(596.97)| |Trade payables, other liabilities and provisions| |(905.85)|3114.32| |Cash generated from operations| |24461.00|22640.46| |Taxes paid| |(6464.69)|(6320.57)| |Net cash provided by operating activities| |17996.31|16319.89| |II CASH FLOWS FROM INVESTING ACTIVITIES| | | | |Purchase of fixed assets| |(1784.21)|(2568.72)| |Proceeds from sale of fixed assets| |7.06|4.23| |Purchase of trade investments| |-|(60.83)| |Purchase of mutual funds, government securities and other investments| |(113476.29)|(62938.73)| |Proceeds from sale / redemption of trade investments| |113.72|253.36| |Proceeds from redemption of mutual funds, sale of government securities and other investments| |94296.58|65389.79| |Certificate of deposit placed| |(490.26)|-| |Loans repaid by subsidiaries| |6.48|37.32| |Inter-corporate deposits placed| |(2425.00)|(1777.00)| |Inter-corporate deposits matured| |1063.00|1880.00| |Earmarked deposits with banks placed| |(400.18)|(49.00)| |Earmarked deposits with banks matured| |99.00|25.27| |Fixed deposit placed with banks having original maturity over three months| |-|(15000.75)| |Fixed deposit with banks matured having original maturity over three months| |15952.87|12126.90| |Dividend received from subsidiaries (including exchange gain)| |696.05|1354.31| |Dividend received from other investments| |9.03|0.48| |Interest received| |1782.83|1934.38| |Net cash (used in / provided by) investing activities| |(4549.32)|611.01| |III CASH FLOWS FROM FINANCING ACTIVITIES| | | | |Repayment of long-term borrowings| |(0.47)|(0.47)| |Short-term borrowings (net)| |(72.60)|185.56| |Dividend paid (including dividend tax)| |(9479.19)|(17020.46)| |Interest paid| |(12.77)|(78.83)| |Net cash used in financing activities| |(9565.03)|(16914.20)| |Net increase in cash and cash equivalents| |3881.96|16.70| |Cash and cash equivalents at the beginning of the year| |429.78|438.37| |Add: Transferred consequent to amalgamation of companies| |31.61|1.97| |Exchange difference on translation of foreign currency cash and cash equivalents| |40.12|(27.26)| |Cash and cash equivalents at the end of the year|20|4383.47|429.78| |Earmarked balances with banks| |422.90|69.97| |Short-term bank deposits| |-|16002.75| |Cash and bank balances at the end of the year|20|4806.37|16502.50| |IV NOTES FORMING PART OF THE FINANCIAL STATEMENTS| |1-50| | |Cash flows have been adjusted for the balances transferred from the amalgamated companies.| | | | As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chartered Accountants Chairman CEO and Managing Director Director Aman Mehta Ishaat Hussain V. Thyagarajan Director Director P. R. Ramesh Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Partner Director Director O. P. Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2016 Mumbai, April 18, 2016 196 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 1) CORPORATE INFORMATION Tata Consultancy Services Limited (referred to as 'TCS Limited' or 'the Company') provides consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of multiple locations around the globe. The Company's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Cloud Services, Connected Marketing Solutions, Consulting, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON-Small and Medium Businesses, IT Infrastructure Services, Mobility Products and Services and Platform Solutions. As at March 31, 2016, Tata Sons Limited owned 73.26% of the Company's equity share capital and has the ability to control its operating and financial policies. The Company's registered office is in Mumbai and it has 61 subsidiaries across the globe. # 2) SIGNIFICANT ACCOUNTING POLICIES # a) Basis of preparation These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India ('Indian GAAP') to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, as applicable."
+"The financial statements have been prepared under the historical cost convention on accrual basis, except for certain financial instruments which are measured at fair value. Comparative figures do not include the figures of erstwhile CMC Limited which is amalgamated with the Company with effect from April 1, 2015. Consequently, the comparative figures are not comparable with the figures for the year ended March 31, 2016. # b) Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year. Examples of such estimates include provisions for doubtful receivables, employee benefits, provision for income taxes, accounting for contract costs expected to be incurred, the useful lives of depreciable fixed assets and provision for impairment. Future results could differ due to changes in these estimates and the difference between the actual result and the estimates are recognised in the period in which the results are known / materialise. # c) Fixed assets Fixed assets are stated at cost, less accumulated depreciation / amortisation. Costs include all expenses incurred to bring the asset to its present location and condition. Fixed assets exclude computers and other assets individually costing ` 50,000 or less which are not capitalised except when they are part of a larger capital investment programme. # d) Depreciation / amortisation In respect of fixed assets (other than freehold land and capital work-in-progress) acquired during the year, depreciation / amortisation is charged on a straight line basis so as to write-off the cost of the assets over the useful lives and for the assets acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life based on an evaluation. |Type of asset|Period| |---|---| |Leasehold land and buildings|Lease period| |Freehold buildings|20 years| |Factory buildings|20 years| |Leasehold improvements|Lease period| |Plant and machinery|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|10 years| |Furniture and fixtures|5 years| |Intellectual property / distribution rights|5 years| |Rights under licensing agreement|License period| Fixed assets purchased for specific projects are depreciated over the period of the project or the useful life stated above, whichever is shorter. Unconsolidated Financial Statements 197 # Annual Report 2015-16 # Notes forming part of the Financial Statements # e) Leases Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating leases. Lease rentals under operating leases are recognised in the statement of profit and loss on a straight-line basis. # f) Impairment At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash generating unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment. Recoverable amount is the higher of an asset's net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognised as income in the statement of profit and loss. # g) Investments Long-term investments and current maturities of long-term investments are stated at cost, less provision for other than temporary diminution in value. Current investments, except for current maturities of long-term investments, comprising investments in mutual funds, government securities and bonds are stated at the lower of cost and fair value."
+"# h) Employee benefits # (i) Post-employment benefit plans Contributions to defined contribution retirement benefit schemes are recognised as expense when employees have rendered services entitling them to such benefits. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the statement of profit and loss for the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested, or amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Other employee benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the service. These benefits include compensated absences such as paid annual leave, overseas social security contributions and performance incentives. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # i) Revenue recognition Revenue from contracts priced on a time and material basis are recognised when services are rendered and related costs are incurred. Revenue from turnkey contracts, which are generally time bound fixed price contracts, are recognised over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognised when probable. Revenue from the sale of equipment are recognised upon delivery, which is when title passes to the customer. Revenue from sale of software licences are recognised upon delivery. Revenue from maintenance contracts are recognised pro-rata over the period of the contract. In respect of Business Process Services, revenue on time and material and unit priced contracts is recognised as the related services are rendered, whereas revenue from fixed price contracts is recognised using the proportionate completion method with contract cost determining the degree of completion. Revenue is reported net of discounts. Dividend is recorded when the right to receive payment is established. Interest income is recognised on time proportion basis taking into account the amount outstanding and the rate applicable. # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # j) Taxation Current income tax expense comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in countries where such operations are domiciled. Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax after the tax holiday period. Accordingly, MAT is recognised as an asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with it will fructify. Deferred tax expense or benefit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available to realise such assets. In other situations, deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realise these assets."
+"Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction for relevant tax paying units and where the Company is able to and intends to settle the asset and liability on a net basis. The Company offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws. # k) Foreign currency transactions Income and expense in foreign currencies are converted at exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities other than net investments in non-integral foreign operations are translated at the exchange rate prevailing on the balance sheet date and exchange gains and losses are recognised in the statement of profit and loss. Exchange difference arising on a monetary item that, in substance, forms part of an enterprise's net investments in a non-integral foreign operation are accumulated in a foreign currency translation reserve. Premium or discount on foreign exchange forward, options and futures contracts are amortised and recognised in the statement of profit and loss over the period of the contract. Foreign exchange forward, options and futures contracts outstanding at the balance sheet date, other than designated cash flow hedges, are stated at fair values and any gains or losses are recognised in the statement of profit and loss. # l) Derivative instruments and hedge accounting The Company uses foreign exchange forward, options and futures contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Company designates these hedging instruments as cash flow hedges. The use of hedging instruments is governed by the Company's policy approved by the Board of Directors, which provide written principles on the use of such financial derivatives consistent with the Company's risk management strategy. File: AR_TCS_2015_2016.md Hedging instruments are initially measured at fair value, and are remeasured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of future cash flows are recognised directly in shareholders' funds and the ineffective portion is recognised immediately in the statement of profit and loss. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the fair value change in the intrinsic value of the option. The change in fair values of the time value of option, is accumulated in hedging reserve, a component of shareholders' funds and is transferred to the statement of profit and loss when the forecast transaction occurs. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the statement of profit and loss as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on the hedging instrument recognised in shareholders' funds is retained there and is transferred to the statement of profit and loss when the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in shareholders' funds is transferred to the statement of profit and loss. Unconsolidated Financial Statements 199 # Annual Report 2015-16 # Notes forming part of the Financial Statements # m) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at lower of cost and net realisable value. Finished goods produced or purchased by the Company are carried at lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # n) Provisions, Contingent liabilities and Contingent assets A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date."
+"These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements. # o) Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amount of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. # 3) SHARE CAPITAL The Authorised, Issued, Subscribed and Fully paid-up share capital comprises of equity shares and redeemable preference shares having a par value of ` 1 each as follows: | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| |Authorised| | | | |(i) 460,05,00,000 equity shares of ` 1 each| |460.05|420.05| |(ii) 105,02,50,000 redeemable preference shares of ` 1 each| |105.03|105.03| | | |565.08|525.08| |Issued, Subscribed and Fully paid-up| | | | |(i) 195,87,27,979 equity shares of ` 1 each| |195.87|195.87| |(ii) Issued during the year| |1.17|-| | | |197.04|195.87| The Authorised Equity Share Capital was increased to 460,05,00,000 equity shares of ` 1 each pursuant to the amalgamation of its subsidiaries, WTI Advanced Technology Limited vide the Order dated March 27, 2015 of the High Court of Judicature at Bombay and CMC Limited, vide the Order dated August 14, 2015 of the High Court of Judicature at Bombay and vide the Order dated July 20, 2015 of the High Court of Judicature at Hyderabad. # (a) Reconciliation of number of shares | |As at March 31, 2016| | |As at March 31, 2015| | |---|---|---|---|---|---| | |Number of shares|Amount (` crores)|Number of shares|Amount (` crores)| | |Equity shares| | | | | | |Opening balance|195,87,27,979|195.87|195,87,27,979|195.87| | |Issued during the year|1,16,99,962|1.17| |-|-| |Closing balance|197,04,27,941|197.04|195,87,27,979| |195.87| # 200 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (b) Rights, preferences and restrictions attached to shares # Equity shares The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # (c) Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2016|As at March 31, 2015| | |---|---|---|---| |Equity shares| | | | |Holding company|144,34,51,698 equity shares (March 31, 2015: 144,34,51,698 equity shares) are held by Tata Sons Limited|144.35|144.35| |Subsidiaries and Associates of Holding Company|3,63,700 equity shares (March 31, 2015: 10,29,700 equity shares) are held by Tata Industries Limited|0.04|0.10| | |9,55,273 equity shares (March 31, 2015: Nil equity shares) are held by Tata AIA Life Insurance Company Limited|0.10|-| | |5,90,452 equity shares (March 31, 2015: 5,90,452 equity shares) are held by Tata Investment Corporation Limited|0.06|0.06| | |Nil equity shares (March 31, 2015: 200 equity shares) are held by Tata Capital Limited *|-|-| | |83,232 equity shares (March 31, 2015: 83,232 equity shares) are held by Tata International Limited|0.01|0.01| | |24,400 equity shares (March 31, 2015: 24,400 equity shares) are held by Tata Steel Limited *|-|-| | |452 equity shares (March 31, 2015: 452 equity shares) are held by The Tata Power Company Limited *|-|-| |Total| |144.56|144.52| *Equity shares having value less than ` 50,000. # (d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2016|As at March 31, 2015| | | |---|---|---|---|---| |Equity shares|Tata Sons Limited, the Holding company| |144,34,51,698|144,34,51,698| | | | |73.26%|73.69%| # (e) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2016) including equity shares issued pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015."
+"15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. # Unconsolidated Financial Statements 201 # Annual Report 2015-16 # Notes forming part of the Financial Statements # 4) RESERVES AND SURPLUS Reserves and surplus consist of the following: | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| |(a) Capital redemption reserve| |100.40|100.00| |(i) Opening balance| |100.40|100.40| |(ii) Transferred on amalgamation| |-|0.40| |(b) Capital reserve| |0.34|-| |(i) Opening balance| |0.34|0.34| |(ii) Transferred on amalgamation| |-|0.34| |(c) Securities premium reserve| |1918.87|1918.87| |(d) Foreign currency translation reserve| |218.46|225.85| |(i) Opening balance| |218.46|225.85| |(ii) Addition / (deduction) during the year (net)| |8.74|(7.39)| |(e) Hedging reserve account (Refer Note 38)| |150.75|29.64| |(i) Opening balance| |150.75|29.64| |(ii) (Deduction) / addition during the year (net)| |(93.98)|121.11| |(f) General reserve| |7052.69|5161.20| |(i) Opening balance| |7052.69|5161.20| |(ii) Adjustment on amalgamation (Refer Note 28)| |(222.70)|(34.20)| |(iii) Transferred from surplus in statement of profit and loss| |2288.27|1925.69| | | |9118.26|7052.69| |(g) Surplus in statement of profit and loss| |35779.06|36420.45| |(i) Opening balance| |35779.06|36420.45| |(ii) Add: Transferred on amalgamation (Refer Note 28)| |1075.31|71.78| |(iii) Add: Profit for the year| |22882.70|19256.96| | | |59737.07|55749.19| | |Less: Appropriations| | | |(a) Interim dividends on equity shares| |3251.22|10772.92| |(b) Proposed final dividend on equity shares| |5320.16|4700.95| |(c) Tax on dividend| |1648.16|2591.54| |(d) Write back of tax on dividend of prior year| |(18.72)|(20.97)| |(e) Transferred to general reserve| |2288.27|1925.69| | | |47247.98|35779.06| | | |58669.82|45220.57| The Board of Directors at their meeting held on April 18, 2016 recommended a final dividend of ` 27.00 per equity share. # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 5) LONG-TERM BORROWINGS Long-term borrowings consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Secured loans|49.77|64.13| |(b) Unsecured loans|0.29|0.58| | |50.06|64.71| Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements. # 6) DEFERRED TAX BALANCES Deferred tax balances consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Deferred tax liabilities (net)| | | |(i) Foreign branch profit tax|346.12|256.03| |(ii) Depreciation and amortisation|19.40|15.43| | |365.52|271.46| |(b) Deferred tax assets (net)| | | |(i) Depreciation and amortisation|(139.35)|(146.58)| |(ii) Employee benefits|237.68|180.90| |(iii) Operating lease liabilities|75.46|65.69| |(iv) Provision for doubtful receivables, loans and advances|182.26|129.04| |(v) Others|109.78|74.42| | |465.83|303.47| # 7) OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Capital creditors|61.78|67.53| |(b) Operating lease liabilities|298.36|310.90| |(c) Others|231.01|343.72| | |591.15|722.15| Others include advance taxes paid of ` 229.53 crores (March 31, 2015: ` 333.28 crores) by the seller of TCS e-Serve Limited which, on refund by the tax authorities, is payable to the seller. # 8) LONG-TERM PROVISIONS Long-term provisions consist of the following: (` crores) | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Provision for employee benefits:|48.18|32.43| |(b) Provision for foreseeable loss on a long-term contract|40.48|94.48| | |88.66|126.91| Unconsolidated Financial Statements # Annual Report 2015-16 # Notes forming part of the Financial Statements # 9) SHORT-TERM BORROWINGS Short-term borrowings consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| | |---|---|---|---| |(a) Secured loans|Overdraft from banks|111.80|-| |(b) Unsecured loans|Overdraft from banks|1.16|185.56| |Total|112.96|185.56| | # 10) OTHER CURRENT LIABILITIES Other current liabilities consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| | | |---|---|---|---|---| |(a) Current maturities of long-term debt| | |0.29|0.47| |(b) Current maturities of obligations under finance lease (Refer Note 33)| |15.24|22.11| | |(c) Interest accrued but not due on borrowings| | |0.01|0.02| |(d) Income received in advance| |1067.72|854.67| | |(e) Unclaimed dividends| |21.11|19.41| | |(f) Advance received from customers| |39.21|26.18| | |(g) Operating lease liabilities| |67.05|44.86| | |(h) Fair value of foreign exchange forward and currency option contracts secured against trade receivables| |152.43|19.75| | |(i) Statutory liabilities| |741.43|568.83| | |(j) Capital creditors| |305.57|299.05| | |(k) Liabilities for cost related to customer contracts| |735.95|615.99| | |(l) Liabilities for purchase of government securities| |804.86|-| | |(m) Other payables| |52.97|20.13| | |Total|Total|4003.84|2491.47| | | Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements."
+"# 11) SHORT-TERM PROVISIONS Short-term provisions consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| | |---|---|---|---| |(a) Provision for employee benefits| |1164.05|951.52| |(b) Proposed final dividend on equity shares| |5320.16|4700.95| |(c) Tax on dividend| |1083.06|939.91| |(d) Current income taxes (net)| |537.49|323.93| |(e) Provision for foreseeable loss on a long-term contract| |114.83|103.04| |Total|Total|8219.59|7019.35| | Provision for employee benefits include provision for compensated absences and other short-term employee benefits. # 204 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 12) FIXED ASSETS Fixed assets consist of the following: # (i) Tangible assets |Description|Freehold land|Leasehold land|Freehold buildings|Leasehold buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Gross Block as at April 1, 2015|326.51|210.49|4379.71|2.77|9.81|1184.11|126.68|4133.90|26.48|1526.33|1183.00|953.84|14063.63| | |326.21|209.48|3137.73|2.77|9.81|976.73|10.29|3464.15|25.01|1318.34|942.76|754.73|11178.01| |Additions|-|-|1283.00|-|-|114.86|193.08|567.10|7.79|227.15|325.95|160.60|2879.53| | |0.30|1.01|1242.32|-|207.97|116.40|709.86|4.72|207.95|241.02|200.90|2932.45| | |Assets acquired on amalgamation|0.06|7.10|365.10|-|4.81|3.36|-|70.40|0.55|97.79|-|21.83|571.00| | |-|1.78|0.08|1.74|0.09|0.22|3.91| | | | | | | |Deletions / Adjustments|(0.18)|-|(0.03)|(0.82)|(0.46)|(14.28)|-|(121.74)|(4.07)|(11.31)|(7.60)|(14.65)|(175.14)| | |-|(0.34)|-|(0.59)|(0.01)|(41.89)|(3.33)|(1.70)|(0.87)|(2.01)|(50.74)| | | |Gross Block as at March 31, 2016|326.39|217.59|6027.78|1.95|14.16|1288.05|319.76|4649.66|30.75|1839.96|1501.35|1121.62|17339.02| | |326.51|210.49|4379.71|2.77|9.81|1184.11|126.68|4133.90|26.48|1526.33|1183.00|953.84|14063.63| |Accumulated depreciation as at April 1, 2015|-|(18.42)|(439.77)|(1.51)|(8.74)|(631.95)|(16.25)|(2999.85)|(18.19)|(848.45)|(407.32)|(708.30)|(6098.75)| | |-|(15.45)|(577.96)|(1.43)|(8.53)|(512.98)|(10.27)|(2483.94)|(15.79)|(589.27)|(409.69)|(665.61)|(5290.92)| |Depreciation for the year|-|(3.07)|(307.55)|(0.05)|(0.41)|(132.64)|(22.33)|(577.93)|(4.65)|(260.17)|(158.36)|(84.68)|(1551.84)| | |-|(2.97)|138.11|(0.08)|(0.21)|(119.56)|(5.99)|(555.67)|(5.58)|(259.60)|1.75|(44.38)|(854.18)| |Adjustments on amalgamation|-|(0.91)|(48.60)|-|(4.30)|(2.37)|-|(53.22)|(0.43)|(46.49)|-|(16.03)|(172.35)| | |-|(1.53)|(0.08)|(1.21)|(0.06)|(0.22)|(3.10)| | | | | | | |Deletions / Adjustments|-|0.03|0.28|0.46|14.10|-|121.63|4.05|10.98|7.00|14.61|173.14| | | |-|0.08|-|0.59|0.01|41.29|3.26|1.63|0.68|1.91|49.45| | | |Accumulated depreciation as at March 31, 2016|-|(22.40)|(795.89)|(1.28)|(12.99)|(752.86)|(38.58)|(3509.37)|(19.22)|(1144.13)|(558.68)|(794.40)|(7649.80)| | |-|(18.42)|(439.77)|(1.51)|(8.74)|(631.95)|(16.25)|(2999.85)|(18.19)|(848.45)|(407.32)|(708.30)|(6098.75)| |Net book value as at March 31, 2016|326.39|195.19|5231.89|0.67|1.17|535.19|281.18|1140.29|11.53|695.83|942.67|327.22|9689.22| | |326.51|192.07|3939.94|1.26|1.07|552.16|110.43|1134.05|8.29|677.88|775.68|245.54|7964.88| # Annual Report 2015-16 # Notes forming part of the Financial Statements # 12) FIXED ASSETS (contd.) # (ii) Intangible assets |Description|Intellectual property / distribution rights|Rights under licensing agreement|Total| |---|---|---|---| |Gross Block as at April 1, 2015|13.21|128.41|141.62| | |13.21|124.51|137.72| |Additions|-|-|-| | |-|0.06|0.06| |Assets acquired on amalgamation|-|-|-| | |-|3.84|3.84| |Deletions / Adjustments|-|-|-| | |-|-|-| |Gross Block as at March 31, 2016|13.21|128.41|141.62| | |13.21|128.41|141.62| |Accumulated amortisation as at April 1, 2015|(13.11)|(97.10)|(110.21)| | |(12.43)|(83.19)|(95.62)| |Amortisation for the year|(0.10)|(7.25)|(7.35)| | |(0.68)|(10.53)|(11.21)| |Adjustments on amalgamation|-|-|-| | |-|(3.38)|(3.38)| |Deletions / Adjustments|-|-|-| | |-|-|-| |Accumulated amortisation as at March 31, 2016|(13.21)|(104.35)|(117.56)| | |(13.11)|(97.10)|(110.21)| |Net book value as at March 31, 2016|-|24.06|24.06| | |0.10|31.31|31.41| # (iii) Capital work-in-progress |Description|Total| |---|---| |Capital work-in-progress|1641.84| | |2706.94| Previous years' figures are in italics. (a) Freehold buildings include ` 2.67 crores (March 31, 2015: ` 2.67 crores) being value of investment in shares of Co-operative Housing Societies and Limited Companies. (b) Net book value of computer equipment of ` 6.44 crores (March 31, 2015: ` 18.49 crores) and leasehold improvements of ` 46.18 crores (March 31, 2015: ` 56.65 crores) are under finance lease. (c) Legal formalities relating to conveyance of freehold buildings having net book value ` - * crores (March 31, 2015: ` 5.18 crores) are pending completion. * values less than ` 50,000 # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 13) NON-CURRENT INVESTMENTS Non-current investments consist of the following: |In Numbers|Currency|Face Value Per share|Description|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---| |-|INR|-|(A) TRADE INVESTMENTS (at cost)| | | |-|INR|-|(i) Subsidiary companies| | | |-|INR|-|(a) Fully paid equity shares (quoted)| | | |-|INR|-|CMC Limited (Refer Note 28)|-|379.89| |2,12,27,83,424|Peso|1|TCS Iberoamerica SA|461.31|461.31| |15,75,300|INR|10|APTOnline Limited (formerly APOnline Limited)|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium S.A.|1.06|1.06| |66,000|EUR|1000|Tata Consultancy Services Netherlands BV|402.87|402.87| |1,000|SEK|100|Tata Consultancy Services Sverige AB|18.89|18.89| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|1.72|1.72| |20,000|USD|10|Tata America International Corporation|452.92|452.92| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|18.69|18.69| |3,72,58,815|AUD|1|TCS FNS Pty Limited|211.72|211.72| |10,00,001|GBP|1|Diligenta Limited|429.05|429.05| |1,000|USD|-|Tata Consultancy Services Canada Inc. *|-|-| |100|CAD|70653.61|Tata Consultancy Services Canada Inc.|31.25|31.25| |51,00,000|INR|10|C-Edge Technologies Limited|5.10|5.10| |8,90,000|INR|10|MP Online Limited|0.89|0.89| |1,40,00,000|RAND|1|Tata Consultancy Services (Africa) (PTY) Ltd.|65.75|65.75| |18,89,000|INR|10|MahaOnline Limited|1.89|1.89| |-|QAR|-|Tata Consultancy Services Qatar S.S.C.|2.44|2.44| |16,00,01,000|USD|0.01|CMC Americas Inc.|8.18|-| |10,00,000|INR|100|TCS e-Serve International Limited|10.00|10.00| |10,00,000|INR|10|TCS Foundation|-|-| |-|GBP|-|(c) Fully paid preference shares (unquoted)| | | |-|GBP|-|Diligenta Limited|-|101.75| |-|USD|-|(ii) Others| | | |-|USD|-|(a) Fully paid equity shares (quoted)| | | |-|USD|-|Yodlee, Inc.|-|-| |-|USD|-|(46,386 equity shares exchanged for 8,762 shares of Envestnet Inc."
+"and cash consideration)| | | Unconsolidated Financial Statements 207 # Annual Report 2015-16 # Notes forming part of the Financial Statements # 13) NON - CURRENT INVESTMENTS (contd.) |In Numbers|Currency|Face Value Per share|Description|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---| |25,00,000|INR|10|National Power Exchange Limited|2.50|2.50| |1,90,00,000|INR|10|Taj Air Limited|19.00|19.00| |69|EUR|297|ALMC HF *|-|-| |20,00,000|INR|10|KOOH Sports Private Limited|3.00|3.00| |1|INR|10|Ruralshores Business Services Private Limited*|-|-| |6,24,999|INR|10|Ruralshores Business Services Private Limited|25.00|25.00| # (B) OTHERS # (i) Mutual and other funds (unquoted) |1,000|INR|100000|India Innovation Fund (` 75513.06 paid-up per share)|7.55|7.04| |---|---|---|---|---|---| |5,00,00,000|INR|10|HDFC FMP 1170D March 2016 - Direct Growth Series|50.00|-| # (ii) Bonds and Debentures (unquoted) 69 EUR 297 0 % Bonds (2014) 0.12 0.12 Provision for diminution in value of investments | | | | |2230.90|2653.85| |---|---|---|---|---|---| | | | |Provision for diminution in value of investments|(2.62)|(2.62)| | | | | |2228.28|2651.23| Book value of quoted investments | | | | |-|379.89| |---|---|---|---|---|---| | | | |Book value of unquoted investments (net of provision)|2228.28|2271.34| | | | |Market value of quoted investments|-|2974.41| * Non-current investments having a value of less than ` 50,000. The Company has given letter of comfort to various banks for credit and / or foreign exchange hedging facilities availed by its subsidiaries (a) Tata America International Corporation, (b) Tata Consultancy Services Switzerland Ltd, (c) Tata Consultancy Services Sverige AB, (d) Tata Consultancy Services Belgium S.A., (e) Tata Consultancy Services Deutschland GmbH, (f) Tata Consultancy Services Netherlands BV, (g) Tata Consultancy Services Asia Pacific Pte Ltd., (h) TCS Italia SRL, (i) Tata Consultancy Services France S.A.S., (j) Tata Consultancy Services Malaysia Sdn Bhd and (k) Tata Consultancy Services Luxembourg S.A. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiaries and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiaries. On July 2, 2015, the Company through its wholly owned subsidiary, Tata Consultancy Services Netherlands BV subscribed to 76% share capital of Tata Consultancy Services Saudi Arabia. On October 30, 2015, the Company through its wholly owned subsidiaries TCS Inversiones Chile Limitada and TATA Consultancy Services Chile S.A., subscribed 100% share capital of Technology Outsourcing S.A.C, an information technology service provider in Peru."
+"# Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 14) LONG-TERM LOANS AND ADVANCES Long-term loans and advances (unsecured) consist of the following: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Considered good| | | |(i) Capital advances|186.46|201.90| |(ii) Security deposits|603.13|538.00| |(iii) Loans and advances to employees|7.49|8.88| |(iv) Loans and advances to related parties|3.13|21.98| |(v) Advance tax (including refunds receivable (net))|4229.86|3884.22| |(vi) MAT Credit entitlement|1960.31|1801.78| |(vii) Indirect tax recoverable|4.05|48.89| |(viii) Inter-corporate deposits|2425.00|1572.00| |(ix) Prepaid expenses|310.92|354.18| |(x) Other amounts recoverable in cash or kind or for value to be received|20.57|20.72| |(b) Considered doubtful| | | |Security deposits|0.15|0.15| |Less: Provision for doubtful loans and advances|(0.15)|(0.15)| | |9750.92|8452.55| Loans and advances to related parties, considered good, comprise: |Tata Sons Limited|2.74|2.74| |---|---|---| |TCS FNS Pty Limited|-|6.18| |CMC Limited|-|12.67| |Tata Realty and Infrastructure Limited|0.39|0.39| # 15) OTHER NON-CURRENT ASSETS Other non-current assets consist of the following: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Interest receivable|72.52|24.33| |(b) Long-term bank deposits|415.00|500.00| |(c) Earmarked balances with banks|85.00|0.35| | |572.52|524.68| Unconsolidated Financial Statements 209 # Annual Report 2015-16 # Notes forming part of the Financial Statements # 16) CURRENT INVESTMENTS Current investments consist of the following: |In Numbers|Currency|Face Value Per unit|Description|As at March 31, 2016|As at March 31, 2015| |---|---|---|---|---|---| |60,00,000|INR|10|HDFC Debt Fund for Cancer Cure - 50% Dividend Donation Option|6.00|6.00| |20,56,944|INR|100|Birla Sun Life Cash Plus - Growth-Direct Plan|50.00|96.47| |3,34,710|INR|1000|HDFC Liquid Fund - Direct Plan - Growth Option|100.00|-| |3,93,719|INR|1000|Tata Liquid Fund Direct Plan - Growth|110.00|295.00| |20,95,961|INR|1000|Tata Money Market Fund Direct Plan|500.00|300.00| |30,34,467|INR|100|ICICI Prudential Liquid - Direct Plan - Growth|68.00|-| |4,88,477|INR|1000|Kotak Liquid Scheme Plan A - Direct Plan - Growth|150.00|-| |9,59,884|INR|1000|Religare Invesco Liquid Fund - Direct Plan Growth|200.00|-| |-|INR|-|L&T Liquid Fund Direct Plan - Growth|-|50.00| |17,40,00,000|INR|100|7.16% Government of India bond (2023)|1678.90|-| |4,00,00,000|INR|100|7.28% Government of India bond (2019)|397.48|-| |5,00,000|INR|100|7.94% Government of India bond (2021)|5.03|-| |18,95,00,000|INR|100|8.08% Government of India bond (2022)|1921.23|-| |3,00,00,000|INR|100|8.12% Government of India bond (2020)|305.76|-| |2,70,00,000|INR|100|8.13% Government of India bond (2022)|274.10|-| |19,05,00,000|INR|100|8.15% Government of India bond (2026)|1949.97|-| |10,00,000|INR|100|8.19% Government of India bond (2020)|10.17|-| |3,05,00,000|INR|100|8.20% Government of India bond (2022)|310.66|-| |13,05,00,000|INR|100|8.20% Government of India bond (2025)|1335.22|-| |6,82,31,000|INR|100|8.24% Government of India bond (2027)|701.72|-| |2,75,00,000|INR|100|8.26% Government of India bond (2027)|283.24|-| |20,00,000|INR|100|8.27% Government of India bond (2020)|20.47|-| |21,61,34,900|INR|100|8.28% Government of India bond (2027)|2230.99|-| |5,95,00,000|INR|100|8.33% Government of India bond (2026)|615.31|-| |25,00,000|INR|100|8.35% Government of India bond (2022)|25.64|-| |34,70,00,000|INR|100|8.40% Government of India bond (2024)|3587.49|-| |4,25,00,000|INR|100|8.79% Government of India bond (2021)|443.69|-| |31,25,00,000|INR|100|8.83% Government of India bond (2023)|3298.97|-| |3,47,30,000|INR|100|9.15% Government of India bond (2024)|374.92|-| |25,00,000|INR|100|10.18% Government of India bond (2026)|29.07|-| |30,00,000|INR|100|10.25% Government of India bond (2021)|33.06|-| |-|INR|-|Pre-acquisition interest|338.86|-| |50,000|INR|100|Axis bank|491.44|-| |-|INR|-|Envestnet Inc.|-|-| (8,762 shares received in exchange of 46,386 equity shares of Yodlee Inc. which were sold subsequently during the year) Book value of quoted investments: 20171.95 Market value of quoted investments: 20253.65 # Notes forming part of the Financial Statements # 17) INVENTORIES Inventories consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Raw materials, sub-assemblies and components|8.71|10.07| |(b) Finished goods and work-in-progress|0.08|0.46| |(c) Goods-in-transit (raw materials)|0.20|1.81| |Total|8.99|12.34| Inventories are carried at the lower of cost and net realisable value. # 18) UNBILLED REVENUE Unbilled revenue as at March 31, 2016 amounting to ` 2712.18 crores (March 31, 2015: ` 2439.36 crores) primarily includes revenue recognised in relation to efforts incurred on turnkey contracts priced on a fixed time, fixed price basis."
+"# 19) TRADE RECEIVABLES Trade receivables (Unsecured) consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Over six months from the date they were due for payment| | | |(i) Considered good|1534.77|1825.69| |(ii) Considered doubtful|495.24|322.17| |(b) Others| | | |(i) Considered good|17523.43|15211.07| |(ii) Considered doubtful|-|22.93| |Total|19553.44|17381.86| |Less: Provision for doubtful receivables|(495.24)|(345.10)| |Net Total|19058.20|17036.76| # 20) CASH AND BANK BALANCES Cash and bank balances consist of the following: |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---| |(a) Cash and cash equivalents| | | |(i) Balances with banks| | | |In current accounts|513.16|303.90| |In deposit accounts with original maturity less than three months|2648.05|77.64| |(ii) Cheques on hand|24.41|46.49| |(iii) Cash on hand|0.95|0.50| |(iv) Remittances in transit|1196.90|1.25| |Total|4383.47|429.78| |(b) Other bank balances| | | |(i) Earmarked balances with banks|422.90|69.97| |(ii) Short-term bank deposits|-|16002.75| |Total|4806.37|16502.50| # Annual Report 2015-16 # Notes forming part of the Financial Statements # 21) SHORT-TERM LOANS AND ADVANCES Short-term loans and advances (Unsecured) consist of the following: | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| |(a) Considered good| | | | |(i) Loans and advances to employees| |951.46|272.59| |(ii) Loans and advances to related parties| |7.73|12.32| |(iii) Security deposits| |117.63|104.17| |(iv) Indirect tax recoverable| |138.65|157.82| |(v) Inter-corporate deposits| |1572.00|1063.00| |(vi) Prepaid expenses| |992.72|1143.00| |(vii) Advance to suppliers| |211.38|59.76| |(viii) Fair value of foreign exchange forward and currency option contracts| |537.24|365.38| |(ix) Other amounts recoverable in cash or kind or for value to be received| |146.97|174.14| |(b) Considered doubtful| | | | |(i) Loans and advances to employees| |54.62|49.13| |(ii) Security deposits| |1.67|2.60| |(iii) Indirect tax recoverable| |1.74|1.74| |(iv) Advance to suppliers| |2.98|2.89| |(v) Other amounts recoverable in cash or kind or for value to be received| |3.15|2.00| |Less: Provision for doubtful loans and advances| |(64.16)|(58.36)| | |Total|4675.78|3352.18| Loans and advances to related parties, considered good, comprise: |TCS FNS Pty Limited|2.61|5.10| |---|---|---| |CMC Limited|-|0.73| |Tata Consultancy Services (Africa) (PTY) Ltd.|-|0.55| |TCS e-Serve International Limited|0.55|0.40| |C-Edge Technologies Limited|3.49|5.49| |Tata America International Corporation|-|0.03| |APTOnline Limited (formerly APOnline Limited)|-|0.01| |TCS Uruguay S.A.|0.11|-| |TCS Solution Centre S.A.|0.07|-| |Tata AIG General Insurance Company Limited|0.06|0.01| |Taj Air Limited|0.84|-| # 22) OTHER CURRENT ASSETS Other current assets consist of the following: | |(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| |Interest receivable| |186.96|339.53| 186.96 339.53 # 212 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 23) OTHER INCOME (NET) Other income (net) consist of the following: | |(` crores)|2016|2015| |---|---|---|---| |(a) Interest income| |1679.48|1554.93| |(b) Dividend income| |704.54|1335.13| |(c) Profit on redemption of mutual funds and sale of other investments (net)| |459.25|225.99| |(d) Rent| |3.33|2.85| |(e) Profit on sale of fixed assets (net)| |5.06|2.94| |(f) Exchange gain (net)| |798.26|1278.63| |(g) Miscellaneous income| |90.28|66.26| |Total| |3740.20|4466.73| Interest income comprise: |Interest on bank deposits|1428.58|1165.11| |---|---|---| |Interest on inter - corporate deposits|194.49|264.14| |Interest on bonds, government securities and debentures (non-current)|-|120.32| |Interest on bonds, government securities and debentures (current)|31.64|-| |Interest on loan given to subsidiary|0.06|1.12| |Interest on certificate of deposits|1.18|-| |Others|23.53|4.24| Dividend income comprise: |Dividends from subsidiaries (non-current trade investments)|695.51|1334.65| |---|---|---| |Dividends from mutual funds (current investments)|9.03|0.48| Profit on redemption of mutual funds and sale of other investments (net) comprise: |From non-current investments (net)|5.37|24.78| |---|---|---| |From current investments (net)|453.88|201.21| Exchange gain (net) include: Gain on foreign exchange forward and currency option contracts which have been designated as Cash Flow Hedges (Refer Note 38) 5.11 344.60 # 24) EMPLOYEE BENEFIT EXPENSE Employee benefit expense consist of the following: | |(` crores)|2016|2015| |---|---|---|---| |(a) Salaries and incentives (Refer Note 49)| |26574.73|24441.85| |(b) Contributions: (Refer Note 29)| | | | |(i) Provident fund| |658.04|571.65| |(ii) Superannuation scheme| |193.02|163.47| |(iii) Gratuity fund| |325.58|301.42| |(iv) Social security and other plans for overseas employees| |693.56|501.25| File: AR_TCS_2015_2016.md |(c) Staff welfare expenses| |1623.26|1388.68| |Total| |30068.19|27368.32| Unconsolidated Financial Statements # Annual Report 2015-16 # Notes forming part of the Financial Statements # 25) OPERATION AND OTHER EXPENSES Operation and other expenses consist of the following: | |2016|2015| |---|---|---| |(a) Overseas business expenses|13406.15|11817.63| |(b) Services rendered by business associates and others|6320.53|5046.61| |(c) Software, hardware and material costs|3107.14|2932.16| |(d) Communication expenses|688.97|641.50| |(e) Travelling and conveyance expenses|1094.73|812.94| |(f) Rent|1058.65|1072.70| |(g) Legal and professional fees|328.42|333.54| |(h) Repairs and maintenance|633.03|491.18| |(i) Electricity expenses|510.83|493.36| |(j) Bad debts written off (net)|4.26|5.69| |(k) Provision for doubtful receivables|106.92|124.56| |(l) Advances written off (net)|2.58|19.50| |(m) Provision for doubtful advances (net)|5.31|(13.10)| |(n) Recruitment and training expenses|270.80|235.10| |(o) Diminution in value of long-term investments|-|2.50| |(p) Printing and stationery|43.76|39.75| |(q) Insurance|30.03|22.33| |(r) Rates and taxes|134.68|95.59| |(s) Entertainment|52.38|44.97| |(t) Other expenses|1047.28|963.03| |Total|28846.45|25181.54| # (i)"
+"Overseas business expenses comprise: |Travel expenses|947.07|930.73| |---|---|---| |Employee allowances|12459.08|10886.90| # (ii) Repairs and maintenance comprise: |Buildings|240.47|227.72| |---|---|---| |Office and computer equipment|392.56|263.46| # (iii) Software, hardware and material costs include: |Material costs| | | | |---|---|---|---| |(a) Raw materials, sub-assemblies and components consumed| |39.09|64.62| |(b) Opening stock:|Finished goods and work-in-progress|0.46|0.61| |(c) Less: Closing stock:|Finished goods and work-in-progress|0.08|0.46| | | |0.38|0.15| | | |39.47|64.77| # (iv) Other expenses include: |(a) Stores and spare parts consumed|0.74|0.06| |---|---|---| |(b) Donation to Electoral Trust|-|1.49| # 26) FINANCE COSTS Finance costs consist of the following: | |2016|2015| |---|---|---| |Interest expense|13.58|79.57| Total: 13.58 # Notes forming part of the Financial Statements 27) Current tax includes additional provision (net) of ` 31.75 crores (March 31, 2015: ` 61.33 crores) in domestic and certain overseas jurisdictions relating to earlier years. The impact of MAT entitlement of earlier period is ` 89.24 crores (March 31, 2015: ` 8.83 crores). # 28) AMALGAMATION OF COMPANIES # a) Nature of business CMC Limited is engaged in the design, development and implementation of software technologies and applications, providing professional services in India and overseas and procurement, installation, commissioning, warranty and maintenance of imported / indigenous computer and networking systems, and in education and training. The Company holds 51.12% of the voting power of CMC Limited. # b) Amalgamation details CMC Limited has been amalgamated with the Company with effect from April 1, 2015 ('appointed date') in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. The Scheme came into effect on April 1, 2015 and pursuant thereto all assets, unbilled revenue, debts, outstandings, credits, liabilities, benefits under income tax, service tax, excise, value added tax, sales tax (including deferment of sales tax), benefits for and under Software Technology Parks of India ('STPI') and Special Economic Zone ('SEZ'), duties and obligations of the CMC Limited, have been transferred to and vested in the Company retrospectively with effect from April 1, 2015. Pursuant to the Scheme coming into effect, all the equity shares held by the Company in CMC Limited shall stand automatically cancelled and remaining shareholders of CMC Limited holding fully paid equity shares shall be allotted 79 shares of ` 1 each in the Company, credited as fully paid-up, for every 100 shares of ` 10 each fully paid-up held in the share capital of CMC Limited by adjusting the General reserve. # c) Accounting treatment The amalgamation has been accounted for under the 'pooling of interests' method as prescribed by Accounting Standard (AS-14) specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Accordingly, the assets, liabilities and reserves of CMC Limited as at April 1, 2015 have been taken over at their book values and in the same form. The difference between the amounts recorded as investments of the Company and the amount of share capital of CMC Limited has been adjusted in the General reserve. Accordingly, the amalgamation has resulted in transfer of assets, liabilities and reserves in accordance with the terms of the Scheme at the following summarised values: |Particulars|(` crores)|CMC Limited| |---|---|---| |Assets| | | |Fixed assets| |437.20| |Investments| |226.86| |Deferred tax asset (net)| |14.67| |Inventories| |3.15| |Unbilled revenue| |217.89| |Trade receivables| |413.59| |Cash and bank balances| |32.53| |Loans and advances and other assets| |247.04| | |Total Assets|1592.93| |Less: Liabilities| | | |Trade payables, other liabilities and provisions| |401.86| | |Total Liabilities|1191.07| |Adjustment for:| | | |Add: Dividend on equity shares paid by CMC Limited to the Company post appointed date| |42.60| | |Total After Adjustment|1233.67| |Less:| | | |Issue of shares (1,16,99,962 equity shares of company in the ratio of 79 equity shares of the Company for every 100 equity shares of CMC Limited)| |1.17| |Adjustment for cancellation of Company's investment in CMC Limited| |379.89| | |Total After Less|852.61| |Less: Transfer of balances of surplus in statement of profit and loss of CMC Limited| |1075.31| | |Balance transferred to General reserve as at appointed date|(222.70)| Unconsolidated Financial Statements 215 # Annual Report 2015-16 # Notes forming part of the Financial Statements # 29) EMPLOYEE RETIREMENT BENEFITS # (a) Defined contribution plans The Company makes Provident fund, Superannuation fund and foreign defined contribution fund contributions to defined contribution retirement benefit plans for eligible employees."
+"Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. In respect of Provident fund contributions to trust set up for this purpose, the Company is generally liable for annual contribution and any deficiency in interest cost compared to interest computed based on the rate of interest declared by the Central Government under the Employees' Provident Fund Scheme, 1952. In addition to such contributions, the Company also recognises potential deficiency in interest, if any, computed as per actuarial valuation of interest as an expense in the year it is determined. As of March 31, 2016, the fair value of the assets of the fund and the accumulated members' corpus is ` 9743.90 crores and ` 9126.96 crores respectively. In accordance with an actuarial valuation, there is no deficiency in the interest cost as the present value of the expected future earnings on the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of 8.80%. The actuarial assumptions include discount rate of 7.75% and an average expected future period of 8 years. The Company recognised ` 658.04 crores (March 31, 2015: ` 571.65 crores) for provident fund contributions and ` 193.02 crores (March 31, 2015: ` 163.47 crores) for superannuation contributions in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company has contributed ` 335.42 crores (March 31, 2015: ` 267.63 crores) towards foreign defined contribution plans. # (b) Defined benefit plans The Company makes annual contributions to the Employees' Group Gratuity-cum-Life Assurance Scheme, a funded defined benefit plan for eligible employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary for service less than 15 years, three-fourth month's salary for service of 15 years to 19 years and one month salary for service of 20 years and more, payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service. The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. # The following table sets out funded status of the gratuity plan and the amounts recognised in the Company's financial statements as at March 31, 2016. | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |i) Change in benefit obligations:| | | |Projected benefit obligation, beginning of the year|1264.32|987.22| |Service cost|201.47|163.69| |Interest cost|104.64|95.87| |Liabilities transferred on amalgamation|30.35|0.47| |Actuarial loss|149.08|131.41| |Benefits paid|(131.21)|(114.54)| |Past service cost|13.38|0.20| |Projected benefit obligation, end of the year|1632.03|1264.32| | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |ii) Change in plan assets:| | | |Fair value of plan assets, beginning of the year|1441.91|849.52| |Expected return on plan assets|116.22|83.79| |Employers' contributions|281.63|616.53| |Assets transferred on amalgamation|10.81|0.65| |Benefits paid|(131.21)|(114.54)| |Actuarial gain|26.77|5.96| |Fair value of plan assets, end of the year|1746.13|1441.91| |Excess of plan assets over obligations|114.10|177.59| |Accrued asset|114.10|177.59| # Unconsolidated Financial Statements # 29) EMPLOYEE RETIREMENT BENEFITS (contd.) # iii) Net gratuity cost: | |2016|2015| |---|---|---| |Service cost|201.47|163.69| |Interest on defined benefit obligation|104.64|95.87| |Expected return on plan assets|(116.22)|(83.79)| |Net actuarial losses recognised in the year|122.31|125.45| |Past service cost|13.38|0.20| |Net gratuity cost|325.58|301.42| |Actual return on plan assets|142.99|89.75| # iv) Category of assets: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Corporate Bonds|311.69|174.55| |Insurer managed funds|736.08|737.67| |Government Securities|499.93|265.55| |Bank balance|97.62|217.33| |Others|100.81|46.81| |Total|1746.13|1441.91| # v) Assumptions used in accounting for gratuity plan: | |As at March 31, 2016|As at March 31, 2015| |---|---|---| |Discount rate|7.75%|8.00%| |Salary escalation rate|6.00%|6.00%| |Expected rate of return on plan assets|7.75%|8.00%| The estimate of future salary increase considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risk of asset management, historical results of the return on plan assets and the Company's policy for plan asset management."
+"# Experience adjustment | |2016|2015|2014|2013|2012| |---|---|---|---|---|---| |On plan liabilities loss/(gain)|76.13|32.06|(56.09)|(18.10)|43.75| |On plan assets gain|26.77|5.96|21.90|4.00|6.63| |Present value of benefit obligation|1632.03|1264.32|987.22|830.16|679.25| |Fair value of plan assets|1746.13|1441.91|849.52|593.50|542.04| |Excess / (deficit) of plan assets over obligations|114.10|177.59|(137.70)|(236.66)|(137.21)| The expected contribution is based on the same assumptions used to measure the Company's gratuity obligations as at March 31, 2016. The Company is expected to contribute ` 102.51 crores for the year ended March 31, 2017. Unconsolidated Financial Statements 217 # Annual Report 2015-16 # 30) SEGMENT REPORTING The Company has identified business segments (industry practice) as its primary segment and geographic segments as its secondary segment. Business segments comprise banking, finance and insurance services, manufacturing, retail and consumer packaged goods, telecom, media and entertainment and others such as energy, resources and utilities, Hi-tech, life science and healthcare, s-Governance, travel, transportation and hospitality, products, etc. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to specific segment have been allocated on the basis of associated revenue of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably among segments are not allocated to primary and secondary segments. Geographical revenue is allocated based on the location of the customer. Geographic segments of the Company are Americas (including Canada and South American countries), Europe, India and Others. |Particulars| | |Business Segments| | | | |---|---|---|---|---|---|---| | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |Year ended March 31, 2016|33473.50|7409.64|12598.14|10197.20|22185.37|85863.85| | |28871.39|6514.53|10876.56|9217.83|18097.75|73578.06| |Segment result|10928.78|2464.95|3535.44|3066.06|6953.98|26949.21| | |8801.09|1821.43|2863.46|2490.17|5054.55|21030.70| |Unallocable expenses (net)| | | | | |1572.77| | | | | | | |1475.84| |Operating income| | | | | |25376.44| | | | | | | |19554.86| |Other income (net)| | | | | |3740.20| | | | | | | |4466.73| |Profit before Exceptional item and tax| | | | | |29116.64| | | | | | | |24021.59| |Exceptional item| | | | | |-| | | | | | | |528.38| |Profit before tax| | | | | |29116.64| | | | | | | |24549.97| |Tax expense| | | | | |6233.94| | | | | | | |5293.01| |Profit for the year| | | | | |22882.70| | | | | | | |19256.96| # 218 Unconsolidated Financial Statements # 30) SEGMENT REPORTING (contd.) |Particulars|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Packaged Goods|Telecom, Media and Entertainment|Others|Total| |---|---|---|---|---|---|---|---| |As at March 31, 2016|Segment assets|7130.90|1938.46|2797.72|3051.07|7467.41|22385.56| | | |6164.34|1809.16|2620.90|2947.68|6509.17|20051.25| | |Unallocable assets| | | | |55282.98| | | | | | | | |43014.05| | | |Total assets| | | | |77668.54| | | | | | | | |63065.30| | |Segment liabilities|1123.13|126.70|137.92|280.21|570.25|2238.21| | | |1774.71|290.22|472.25|490.29|1049.27|4076.74| | | |Unallocable liabilities| | | | |16563.47| | | | | | | | |13572.12| | | |Total liabilities| | | | |18801.68| | | | | | | | |17648.86| | |Year ended March 31, 2016|Other Information| |Capital Expenditure (unallocable)| | |2385.43| | | | | | | | |2599.67| | | |Depreciation and amortisation| | | | |1559.19| | | |(unallocable)| | | | |865.39| | | |Other significant non cash expense|29.41|7.29|8.09|11.34|62.94|119.07| | |(allocable)|19.34|6.46|47.08|1.08|62.69|136.65| | |Other significant non cash expense| | | | |-| | | |(net) (unallocable)| |2.50| | | | | # The following geographic segments individually contribute 10 percent or more of the Company's revenue and segment assets. |Geographic segments|Revenue for the year ended March 31, 2016|Segment assets as at March 31, 2016| |---|---|---| |Americas|49248.66|9288.17| | |41969.70|9331.78| |Europe|22409.07|6677.58| | |19965.38|5931.83| |India|6182.38|5659.67| | |4875.99|4202.63| Previous years' figures are in italics. # Annual Report 2015-16 # Notes forming part of the Financial Statements # 31) RELATED PARTY DISCLOSURES # A) Related parties and their relationship # I) Holding Company Tata Sons Limited # II)(A) Subsidiaries (Direct holding) 1. CMC Limited (amalgamated with Tata Consultancy Services w.e.f. 01.04.2015) 2. CMC Americas Inc. 3. Tata Consultancy Services Sverige AB 4. Tata Consultancy Services Asia Pacific Pte Ltd. 5. TCS Iberoamerica SA # II)(B) Subsidiaries (Indirect holding) 1. CMC eBiz Inc. 2. Tata Consultancy Services Malaysia Sdn Bhd 3. Tata Consultancy Services (China) Co., Ltd. 4. PT Tata Consultancy Services Indonesia 5. Tata Consultancy Services (Thailand) Limited 6. Tata Consultancy Services (Philippines) Inc. 7."
+"Nippon TCS Solution Center Limited (merged with Tata Consultancy Services Japan Ltd. w.e.f 01.07.2014) 8. Tata Consultancy Services Japan Ltd. (merged with IT Frontier Corporation (a subsidiary of Mitsubishi Corporation) w.e.f 01.07.2014) 9. Tata Consultancy Services Japan, Ltd. (new entity formed w.e.f 1.07.2014 pursuant to the merger of Tata Consultancy Services Japan Ltd. and IT Frontier Corporation) 10. TCS Solution Center S.A. 11. Tata Consultancy Services Argentina S.A. 12. Tata Consultancy Services De Mexico S.A., De C.V. 13. TCS Inversiones Chile Limitada 14. Tata Consultancy Services Do Brasil Ltda 15. Tata Consultancy Services Chile S.A. 16. TATASOLUTION CENTER S.A. 17. TCS Uruguay S.A. 18. MGDC S.C. 19. Technology Outsourcing S.A.C. (new entity acquired on 30.10.2015) 6. Tata Consultancy Services Netherlands BV 1. Tata Consultancy Services Luxembourg S.A. 2. Tata Consultancy Services Switzerland Ltd. 3. Tata Consultancy Services France S.A.S. 4. TCS Italia SRL 5. Tata Consultancy Services Osterreich GmbH 6. Tata Consultancy Services Danmark ApS 7. Tata Consultancy Services De Espana S.A. 8. Tata Consultancy Services Portugal Unipessoal Limitada 9. Alti S.A. 220 Unconsolidated Financial Statements # 31) RELATED PARTY DISCLOSURES (contd.) # A) Related parties and their relationship (contd.) # II)(A) Subsidiaries (Direct holding) # II)(B) Subsidiaries (Indirect holding) |x.|Planaxis Technologies Inc.| |---|---| |xi.|Alti HR S.A.S.| |xii.|Alti Infrastructures Systemes & Reseaux S.A.S.| |xiii.|Alti NV| |xiv.|Tescom (France) Software Systems Testing S.A.R.L.| |xv.|Alti Switzerland S.A.| |xvi.|Teamlink| |xvii.|Tata Consultancy Services Saudi Arabia (New entity incorporated on 02.07.2015)| |7.|TCS FNS Pty Limited| | |i. TCS Financial Solutions Australia Holdings Pty Limited| | |ii. TCS Financial Solutions Australia Pty Limited| | |iii. PT Financial Network Services| | |iv. TCS Management Pty Ltd.(liquidated w.e.f 23.03.2015)| | |v. TCS Financial Solution (Beijing) Co. Ltd.| |8.|APTOnline Limited (formerly APOnline Limited)| |9.|Tata America International Corporation| | |i. MS CJV Investments Corporation| |10.|Tata Consultancy Services Belgium S.A.| |11.|Tata Consultancy Services Deutschland GmbH| |12.|WTI Advanced Technology Limited (Amalgamated with Tata Consultancy Services Limited pursuant to the order dated 27.03.2015 of the Hon'ble High Court of Judicature at Bombay)| |13.|Tata Consultancy Services Canada Inc.| |14.|Diligenta Limited| | |i. Diligenta 2 Limited| |15.|C-Edge Technologies Limited| |16.|MP Online Limited| |17.|Tata Consultancy Services Morocco SARL AU (liquidated w.e.f. 30.05.2014 vide court order dated 07.08.2014)| |18.|Tata Consultancy Services (Africa)(PTY) Ltd.| | |i. Tata Consultancy Services (South Africa) (PTY) Ltd.| |19.|TCS e-Serve International Limited| | |i. TCS e-Serve America, Inc.| |20.|MahaOnline Limited| |21.|Tata Consultancy Services Qatar S. S. C.| |22.|Computational Research Laboratories Inc. (liquidated w.e.f. 18.02. 2015)| |23.|TCS Foundation (entity incorporated on 13.03.2015 under Section 8 of the Companies Act, 2013)| # III) Fellow Subsidiaries with whom the Company has transactions - Infiniti Retail Limited - Tata AIG General Insurance Company Limited - Tata AIA Life Insurance Company Limited - Tata Investment Corporation Limited Unconsolidated Financial Statements 221 # Annual Report 2015-16 # Notes forming part of the Financial Statements # 31) RELATED PARTY DISCLOSURES (contd.) # A) Related parties and their relationship (contd.) - Tata Limited - Tata Advanced Systems Limited - Tata Asset Management Limited - Tata Business Support Services Limited - Tata Capital Limited - Tata Housing Development Company Limited - Tata Consulting Engineers Limited - Tata Sky Limited - Tata Realty And Infrastructure Limited - e-Nxt Financials Limited (merged with Tata Business Support Services Limited w.e.f. 01.07.2015) - Tata Industries Limited - Tata International Limited - Drive India Enterprise Solutions Limited (ceased w.e.f. 01.09.2015) - Nova Integrated System Limited - Tata Sikorsky Aerospace Limited (formerly Tara Aerospace Systems Limited) - TBSS Healthcare TPA Services Limited - Tata Capital Housing Finance Limited - TC Travel And Services Limited - Tata Securities Limited - Tata Capital Forex Limited - Tata Capital Financial Services Limited - Tata Cleantech Capital Limited - Tata Value Homes Limited (formerly Smart Value Homes Limited) - Tata Interactive Systems GmbH - Tata Interactive Systems AG - Tata Unistore Limited (named changed w.e.f. 13.05.2015) (formerly Tata Industrial Services Limited) - Tata Africa Holdings (SA) (Proprietary) Limited - TATA Africa Holdings (Kenya) Limited - TATA Africa Holdings (Tanzania) Limited - Tata Africa Services (Nigeria) Limited - Tata Uganda Limited - Tata Zambia Limited - Calsea Footwear Private Limited - Tata SIA Airlines Limited - Taj Air Limited - TRIL Infopark Limited - Tata Autocomp Systems Limited - Tata Lockheed Martin Aerostructures Limited (formerly Tata Aerostructures Limited) - Panatone Finvest Limited # IV) Key Management Personnel - Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director - Mr. Rajesh Gopinathan, Chief Financial Officer - Ms. Aarthi Subramanian, Executive Director (w.e.f."
+"12.03.2015) # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 31) RELATED PARTY DISCLOSURES (contd.) # B) Transactions with related parties for the year ended March 31, 2016 | |Holding Company|Subsidiaries|Fellow Subsidiaries|Management Personnel and their relatives|Total| |---|---|---|---|---|---| |Brand equity contribution|75.00|-|-|-|75.00| |Purchase of fixed assets|-|-|29.91|-|29.91| | |-|1.20|66.73|-|67.93| |Loans and advances given|-|0.34|0.89|-|1.23| | |-|14.40|-|-|14.40| |Loans and advances repaid|-|11.27|-|-|11.27| | |-|40.33|0.05|-|40.38| |Inter-corporate deposits placed|-|-|-|-|-| | |-|-|-|-|-| |Inter-corporate deposits matured|-|-|-|-|-| | |-|-|380.00|-|380.00| |Purchase of investments|-|8.18|8583.00|-|8591.18| | |-|-|6917.57|-|6917.57| |Redemption / sale of investments|-|101.75|8617.87|-|8719.62| | |29.43|253.36|6284.56|-|6567.35| |Revenue (including reimbursements)|4.27|53069.96|222.56|-|53296.79| | |2.37|45575.72|231.68|-|45809.77| |Interest income|-|0.16|-|-|0.16| | |49.61|1.31|29.40|-|80.32| |Dividend income|-|695.51|-|-|695.51| | |-|1334.65|-|-|1334.65| |Rent income|-|2.99|-|-|2.99| | |-|2.50|-|-|2.50| |Other income|-|38.69|-|-|38.69| | |-|35.91|-|-|35.91| |Purchase of goods, services and facilities (including reimbursements)|3.35|3185.20|632.74|-|3821.29| | |0.64|3045.17|266.62|-|3312.43| |Rent expense|0.98|20.25|26.07|-|47.30| | |0.98|89.02|26.59|-|116.59| |Provision / (Write back of provision) for doubtful receivables, advances (net)|-|(0.02)|(0.07)|-|(0.09)| | |-|(19.72)|0.40|-|(19.32)| |Bad debts written off|-|0.01|0.04|-|0.05| | |-|0.34|-|-|0.34| |Advances written off|-|-|-|-|-| | |-|19.37|-|-|19.37| |Dividend paid on equity shares|5845.98|-|4.20|0.37|5850.55| | |10825.89|-|12.78|0.66|10839.33| |Dividend paid on redeemable preference shares|-|-|-|-|-| | |28.68|-|-|-|28.68| |Guarantees given|-|2.76|-|-|2.76| | |-|0.25|-|-|0.25| |Remuneration|-|-|-|43.26*|43.26| | |-|-|-|23.50|23.50| # Annual Report 2015-16 # Notes forming part of the Financial Statements # 31) RELATED PARTY DISCLOSURES (contd.) # C) Balances with related parties as at March 31, 2016 | |Holding Company|Subsidiaries|Fellow Subsidiaries|Key Management Personnel and their relatives|Total| |---|---|---|---|---|---| |Trade receivables, Unbilled revenue, Loans and advances, Other assets (net)|4.40|10481.24|112.74|-|10598.38| |Trade payables, Income received in advance, Advances from customers, Other liabilities|68.67|1509.14|35.60|-|1613.41| |Guarantees|-|3225.31|-|-|3225.31| |Investment in debentures / mutual funds / bonds|-|-|610.00|-|610.00| |Previous years' figures are in italics|-|3310.95|-|-|3310.95| | |-|-|595.00|-|595.00| # D) Disclosure of material transactions with related parties | |2016|2015| |---|---|---| |Purchase of fixed assets| | | |TRIL Infopark Limited|5.90|0.54| |Tata Consulting Engineers Limited|17.03|18.66| |Tata Realty and Infrastructure Limited|1.79|46.68| |Tata Interactive Systems GmbH|5.17|0.73| |Loans and advances given during the year| | | |CMC Limited|-|12.46| |Taj Air Limited|0.84|-| |TCS e-Serve International Limited|0.16|0.40| |Loans and advances repaid during the year| | | |TCS FNS Pty Limited|8.68|37.31| |C-Edge Technologies Limited|2.00|1.99| |Inter-corporate deposits matured| | | |Tata Realty and Infrastructure Limited|-|50.00| |Tata Housing Development Company Limited|-|50.00| |Tata Capital Financial Services Limited|-|280.00| |Purchase of investments| | | |Tata Asset Management Limited|8583.00|6856.74| |Redemption / sale of investments| | | |Tata Asset Management Limited|8617.87|6284.56| |Revenue (including reimbursements)| | | |Tata America International Corporation|43396.54|36962.35| |Interest income| | | |Tata Sons Limited|-|49.61| |Panatone Finvest Limited|-|8.85| |Tata Capital Financial Services Limited|-|13.75| |TCS FNS Pty Limited|0.06|-| |Tata Consultancy Services Switzerland Ltd.|0.10|0.14| # 224 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 31) RELATED PARTY DISCLOSURES (contd.) # D) Disclosure of material transactions with related parties (contd.) | |2016|2015| |---|---|---| |Dividend income| | | |Tata America International Corporation|-|766.17| |Tata Consultancy Services Canada Inc.|73.89|193.37| |TCS e-Serve International Limited|25.00|202.00| |CMC Americas Inc.|99.48|-| |Tata Consultancy Services Asia Pacific Pte Ltd.|297.19|-| |Tata Consultancy Services Deutschland GmbH|73.07|-| |Diligenta Limited|100.43|-| |Rent income| | | |TCS e-Serve International Limited|2.80|2.19| |Other income| | | |Diligenta Limited|25.97|25.07| |TCS e-Serve International Limited|8.50|6.34| |Purchase of goods, services and facilities (including reimbursements)| | | |CMC Americas Inc.|1170.34|1110.19| |Tata America International Corporation|587.68|578.86| |Tata Capital Forex Limited (formerly TT Holdings & Services Limited)|489.57|216.92| |Rent expense| | | |CMC Limited|-|69.44| |Diligenta Limited|17.69|17.23| |TRIL Infopark Limited|24.35|24.90| |Provision / (Write back of provision) for doubtful receivables, advances (net)| | | |Tata Consultancy Services Morocco SARL AU (liquidated w.e.f. 30.05.2014 vide court order dated 07.08.2014)|-|(19.37)| |Tata Sky Limited|0.21|0.32| |Drive India Enterprise Solutions Limited|0.05|(0.28)| |Infiniti Retail Limited|(0.33)|0.35| |Tata Capital Limited|(0.18)|-| |TATA Africa Holdings (Kenya) Limited|0.18|(0.04)| |Bad debts written off| | | |Tata Consultancy Services (Thailand) Limited|-|0.33| |Tata AIG General Insurance Company Limited|0.04|-| |APTOnline Limited (formerly APOnline Limited)|0.01|0.01| |Advances written off| | | |Tata Consultancy Services Morocco SARL AU (liquidated w.e.f. 30.05.2014 vide court order dated 07.08.2014)|-|19.37| |Guarantees given during the year| | | |Tata Consultancy Services Asia Pacific Pte Ltd.|2.76|0.25| |Remuneration to Key Management Personnel| | | |Mr."
+"N.Chandrasekaran|36.66*|21.28| Unconsolidated Financial Statements 225 # Annual Report 2015-16 # 31) RELATED PARTY DISCLOSURES (contd.) # E) Disclosure of material balances with related parties | |As at March 31, 2016|As at March 31, 2015| | |---|---|---|---| |Trade receivables, unbilled revenues, loans and advances and other assets (net)|Tata America International Corporation|7459.43|7266.20| |Trade payables, income received in advance, advances from customers, other liabilities|Tata America International Corporation|742.39|629.20| | |CMC Americas Inc.|123.85|274.79| |Guarantees outstanding|Diligenta Limited|2716.40|2694.55| |Investment in debentures / mutual funds / bonds|Tata Asset Management Limited|610.00|595.00| *Includes the one-time bonus paid to eligible employees # 32) OBLIGATIONS TOWARDS OPERATING LEASES |Particulars|As at March 31, 2016|As at March 31, 2015| | |---|---|---|---| |Non-cancellable operating lease obligations|Not later than one year|386.37|511.72| | |Later than one year but not later than five years|1283.53|1590.64| | |Later than five years|986.14|1474.45| |Total|2656.04|3576.81| | Rent expense of ` 439.19 crores (Previous year: ` 550.93 crores) in respect of obligations under non-cancellable operating leases and ` 619.46 crores (Previous year: ` 521.77 crores) in respect of cancellable operating leases have been charged to the statement of profit and loss. # 33) OBLIGATIONS TOWARDS FINANCE LEASES |Particulars|As at March 31, 2016|As at March 31, 2015| | |---|---|---|---| |Assets acquired under finance leases|(i) Minimum lease payments:| | | | |Not later than one year|24.13|33.08| | |Later than one year but not later than five years|47.48|59.27| | |Later than five years|32.92|44.35| | |Total|104.53|136.70| | |(ii) Present value of minimum lease payments:| | | | |Not later than one year|15.24|22.11| | |Later than one year but not later than five years|23.28|30.92| | |Later than five years|26.49|33.21| | |Total|65.01|86.24| | |Add: Future finance charges|39.52|50.46| | |Total|104.53|136.70| # 226 Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 34) EARNINGS PER EQUITY SHARE |Particulars|2016|2015| |---|---|---| |Profit for the year (` crores)|22882.70|19256.96| |Amount available for equity shareholders (` crores)|22882.70|19256.96| |Weighted average number of shares|197,04,27,941|195,87,27,979| |Earning per share - Basic and diluted (`)|116.13|98.31| |Face value per equity share (`)|1.00|1.00| # 35) AUDITORS' REMUNERATION File: AR_TCS_2015_2016.md |Particulars|(` crores)|2016|2015| |---|---|---|---| |Services as statutory auditors (including quarterly audits)| |4.50|3.75| |Audit of financial statements as per IFRS| |3.00|2.50| |Tax audit| |0.63|0.53| |Services for tax matters| |0.85|0.70| |SSAE 16 and other matters| |3.03|1.47| |Reimbursement of out-of-pocket expenses| |0.16|0.16| |Service tax| |1.71|1.13| Service tax credit has been / will be availed. In addition to the above, fees amounting to ` 1.41 crores (Previous year: ` 1.97 crores) for attest and other professional services rendered have been paid to firms of Chartered Accountants in which some of the partners are also partners in the firm of statutory auditors. # 36) CONTINGENT LIABILITIES |Particulars|(` crores)|As at March 31, 2016|As at March 31, 2015| |---|---|---|---| |Claims against the Company not acknowledged as debt (See (a) below)| |6873.46|40.72| |Income tax demands (See (b) below)| |7955.14|3901.82| |Indirect tax demands (See (c) below)| |192.89|61.01| |Guarantees given by the Company on behalf of subsidiaries (See (d) below)| |3225.31|3310.95| a) In October 2014, Epic Systems Corporation ('Epic') filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged unauthorised download and misuse of Epic's confidential information and trade secrets. In April 2016, the Company received an unfavorable jury verdict awarding damages totaling ` 6227.03 crores (US $940 million) to Epic which the trial judge has indicated his intent to reduce. On the basis of legal opinion and legal precedence, the Company expects to defend itself against the claim and believes that the claim will not sustain. b) In respect of income tax demands of ` 318.20 crores (March 31, 2015: ` 318.20 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. c) In respect of indirect tax demands of ` 8.53 crores (March 31, 2015: ` 8.53 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. d) The Company has provided guarantees aggregating ` 2716.40 crores (GBP 285.08 million) (March 31, 2015: ` 2694.55 crores) (GBP 291.30 million) to third parties on behalf of its subsidiary Diligenta Limited. The Company does not expect any outflow of resources in respect of the above. Unconsolidated Financial Statements # Annual Report 2015-16 # Notes forming part of the Financial Statements # 37) CAPITAL AND OTHER COMMITMENTS a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) ` 1446.17 crores (March 31, 2015: ` 1844.08 crores)."
+"b) The Company has a purchase commitment towards India Innovation Fund for the uncalled amount of balance ` 24,486.94 per unit of 1,000 units aggregating to ` 2.45 crores (March 31, 2015: ` 2.96 crores) # 38) DERIVATIVE FINANCIAL INSTRUMENTS The Company, in accordance with its risk management policies and procedures, enters into foreign exchange forwards, options and futures contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. These contracts are for a period between one day and eight years. The Company has outstanding foreign exchange option contracts, which have been designated as Cash Flow Hedges, as at: | |March 31, 2016|March 31, 2016|March 31, 2016|March 31, 2015|March 31, 2015|March 31, 2015| |---|---|---| |Foreign Currency|No. of Contracts|Notional amount of contracts (million)|Fair Value (` crores)|No. of Contracts|Notional amount of contracts (million)|Fair Value (` crores)| |U.S. Dollar|9|225.00|41.44|-|-|-| |Sterling Pound|8|160.00|51.85|18|297.00|67.05| |Euro|24|285.00|19.51|9|171.00|87.78| |Australian Dollar|21|228.00|(12.47)|6|97.00|31.15| The movement in Hedging Reserve for derivatives designated as Cash Flow Hedges is as follows: |Particulars|Year ended March 31, 2016|Year ended March 31, 2016|Year ended March 31, 2015|Year ended March 31, 2015| |---|---|---| | |Intrinsic Value|Time Value|Intrinsic Value|Time Value| |Balance at the beginning of the year|151.42|(0.67)|24.88|4.76| |Changes in the fair value of effective portion of Cash Flow Hedges|249.82|(338.69)|905.89|(440.18)| |(Gains)/losses transferred to the statement of profit and loss on occurrence of forecasted hedge transactions|(323.09)|317.98|(779.35)|434.75| |Balance at the end of the year|78.15|(21.38)|151.42|(0.67)| Net gain on derivative instruments of ` 56.77 crores recognised in Hedging Reserve as at March 31, 2016, is expected to be transferred to the statement of profit and loss by March 31, 2017. In addition to the above Cash Flow Hedges, the Company has outstanding foreign exchange forwards, options and future contracts with notional amount aggregating ` 22143.66 crores (March 31, 2015: ` 19949.03 crores) whose fair value showed a gain of ` 284.48 crores as at March 31, 2016 (March 31, 2015: gain of ` 159.65 crores). Exchange gain of ` 180.55 crores (March 31, 2015: Exchange gain of ` 1363.87 crores) on foreign exchange forwards, options and future contracts for the year ended March 31, 2016 have been recognised in the statement of profit and loss. As at March 31, 2016, the Company has net foreign currency exposures that are not hedged by derivative instruments or otherwise amounting to ` 2119.01 crores (March 31, 2015: ` 2884.79 crores) # Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 39) MICRO AND SMALL ENTERPRISES |Particulars|As at March 31, 2016|As at March 31, 2015| |---|---|---| |Amount due to vendor|15.48|7.74| |Principal amount paid (includes unpaid) beyond the appointed date|175.40|247.61| |Interest due and payable for the year|-|-| |Interest accrued and remaining unpaid (includes interest disallowable of ` 2.98 crores ( Previous year: ` 2.16 crores))|-|-| Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management. # 40) INCOME IN FOREIGN CURRENCY |Particulars|2016|2015| |---|---|---| |(a) Revenue from operations|81193.85|70680.70| |(b) Interest income|5.37|5.41| |(c) Dividend income|647.10|1090.29| |(d) Other income (net)|38.41|41.92| # 41) EXPENDITURE IN FOREIGN CURRENCY |Particulars|2016|2015| |---|---|---| |(a) Royalty|8.84|1.85| |(b) Legal and professional fees|190.54|189.27| |(c) Interest|2.64|9.27| |(d) Overseas employee costs|7090.34|5193.50| |(e) Overseas business expenses|13054.16|11636.80| |(f) Services rendered by business associates and others|5762.89|4682.61| |(g) Software, hardware and material cost|1046.03|1002.32| |(h) Communication expenses|326.49|317.87| |(i) Travelling and conveyance expenses|369.23|258.43| |(j) Other operating expenses|818.44|678.26| |(k) Foreign taxes|884.93|775.38| # 42) VALUE OF IMPORTS CALCULATED ON CIF BASIS |Particulars|2016|2015| |---|---|---| |Raw materials, sub-assemblies and components|27.66|47.37| |Capital goods|474.13|523.21| |Stores and spare parts|0.31|0.03| # Annual Report 2015-16 # Notes forming part of the Financial Statements # 43) VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS, SUB-ASSEMBLIES AND COMPONENTS, STORES AND SPARE PARTS CONSUMED |Particulars|2016 ( ` crores)|%|2015 ( ` crores)|%| |---|---|---|---|---| |Raw materials, sub-assemblies and components|28.31|72.42|46.08|71.31| |Imported:|28.31|72.42|46.08|71.31| |Indigenous:|10.78|27.58|18.54|28.69| | |39.09|100.00|64.62|100.00| |Stores and spare parts|0.31|41.89|0.03|50.00| |Imported:|0.31|41.89|0.03|50.00| |Indigenous:|0.43|58.11|0.03|50.00| | |0.74|100.00|0.06|100.00| Consumption figures shown above are after adjusting excess and shortages ascertained on physical count, unserviceable items, etc. # 44) REMITTANCE IN FOREIGN CURRENCIES FOR DIVIDENDS The Company has remitted ` Nil (March 31, 2015: ` Nil ) in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders."
+"The particulars of dividends declared and paid to non-resident shareholders for the year ended March 31, 2015 and interim dividends for the year ended March 31, 2016, are as under: |Number of non-resident shareholders|Number of equity shares held|Gross amount of dividend 2016 ( ` crores)|Gross amount of dividend 2015 ( ` crores)| | |---|---|---|---|---| |Final dividend for 2013-14 declared in June 2014|10,690|32,47,83,907|-|649.57| |Interim dividend declared in July 2014|10,605|32,79,02,995|-|1475.56| |Interim dividend declared in October 2014|11,497|32,96,36,378|-|164.82| |Interim dividend declared in January 2015|11,970|33,23,64,092|-|166.18| |Final dividend for 2014-15 declared in June 2015 *|12,882|33,80,58,847|813.72|-| |Interim dividend declared in July 2015 *|13,047|33,68,72,803|184.53|-| |Interim dividend declared in October 2015|13,015|33,63,87,264|185.01|-| |Interim dividend declared in January 2016|13,376|33,25,39,442|182.90|-| *Includes dividend declared by CMC Limited # 45) DISCLOSURE UNDER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 Amount of loans and advances in nature of loans outstanding from subsidiaries as at March 31, 2016: |Subsidiary Company|Outstanding as at March 31, 2016 (` crores)|Maximum amount outstanding during the year (` crores)| |---|---|---| |TCS FNS Pty Limited *|-|6.71| | |6.18|45.53| |Tata Consultancy Services Morocco SARL AU|-|-| | |-|5.51| * TCS FNS Pty Limited has made the following investments in its subsidiaries: No. of Shares TCS Financial Solutions Australia Holdings Pty Limited: 65,58,424 Previous years' figures are in italics 230 Unconsolidated Financial Statements # Notes forming part of the Financial Statements 46) Research and development expenditure aggregating ` 232.22 crores (Previous year: `192.62 crores), including capital expenditure was incurred during the year. 47) During the year, the Company has incurred an amount of ` 294.23 crores (Previous year: `218.42 crores) towards Corporate Social Responsibility expenditure. 48) The Company revised its policy of providing depreciation on fixed assets effective April 1, 2014. Depreciation is now provided on a straight line basis for all assets as against the policy of providing on written down value basis on some assets and straight line basis on others. Further the remaining useful life has also been revised wherever appropriate based on an evaluation. The carrying amount as on April 1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charge for the year ended March 31, 2015 is higher by ` 131.16 crores and the effect relating to the period prior to April 1, 2014 is a net credit of ` 528.38 crores (excluding deferred tax of ` 129.62 crores) which has been shown as an 'Exceptional Item' in the statement of profit and loss. 49) During the year ended March 31, 2015, an amount of ` 2326.42 crores has been recognised in the statement of profit and loss and accrued under Trade Payables in the balance sheet in respect of one-time bonus to eligible employees. 50) Previous years' figures have been recast / restated. Unconsolidated Financial Statements # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 # in the prescribed Form AOC-1 relating to subsidiary companies # Annual Report 2015-16 (` crores) |Sr. No.|Name of the Subsidiary Company|Reporting Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Total Liabilities|Turnover|Profit before Taxation|Provision for Taxation|Profit after Taxation|Proposed Dividend|% of Shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APTOnline Limited (formerly APOnline Limited)|INR|1.000000|1.77|43.58|169.16|123.81|30.00|163.27|48.07|16.78|31.29|17.70|89%|India| |2|MP Online Limited|INR|1.000000|1.00|52.62|91.18|37.56|-|68.60|22.68|8.05|14.63|4.90|89%|India| |3|C-Edge Technologies Limited|INR|1.000000|10.00|86.75|190.95|94.20|-|238.79|51.72|18.06|33.66|32.00|51%|India| |4|MahaOnline Limited|INR|1.000000|2.55|38.76|143.07|101.76|-|195.43|15.35|5.33|10.02|6.38|74%|India| |5|CMC Americas Inc.|USD|66.245000|10.60|121.74|360.46|228.12|0.00|1,572.37|124.46|48.23|76.23|105.99|100%|U.S.A.| |6|CMC eBiz Inc.|USD|66.245000|0.01|0.16|2.97|2.80|-|1.54|0.17|0.06|0.11|19.87|100%|U.S.A.| |7|TCS e-Serve International Limited|INR|1.000000|10.00|171.86|206.25|24.39|34.20|80.05|25.72|15.13|10.59|-|100%|India| |8|TCS e-Serve America, Inc.|USD|66.245000|1.83|13.43|26.49|11.23|-|57.98|(13.18)|(1.24)|(11.94)|-|100%|U.S.A.| |9|Diligenta Limited|GBP|95.286795|9.53|567.57|1,024.58|447.48|240.29|1,772.69|(78.06)|(14.28)|(63.78)|95.29|100%|U.K.| |10|Diligenta 2 Limited|GBP|95.286795|0.01|74.61|74.62|-|-|195.67|(0.83)|(0.68)|(0.15)|-|100%|U.K.| |11|Tata Consultancy Services Canada Inc.|CAD|51.138644|36.13|355.08|962.61|571.40|-|3,148.78|286.45|76.43|210.02|76.71|100%|Canada| |12|Tata America International Corporation|USD|66.245000|1.32|2,280.50|11,534.49|9,252.67|125.75|50,882.82|1,163.24|430.76|732.48|-|100%|U.S.A.| |13|MS CJV Investments Corporation|USD|66.245000|9.30|-|9.30|-|9.30|-|-|-|-|-|100%|U.S.A.| |14|Tata Consultancy Services Asia Pacific Pte Ltd.|USD|66.245000|29.15|475.11|968.74|464.48|487.75|1,877.46|204.72|25.34|179.38|298.10|100%|Singapore| |15|Tata Consultancy Services (China) Co., Ltd.|CNY|10.249567|206.98|(52.39)|224.13|69.54|-|466.34|27.27|5.06|22.21|-|90%|China| |16|Tata Consultancy Services Japan, Ltd.|JPY|0.589499|255.11|536.69|1,573.74|781.94|-|3,674.75|156.01|56.84|99.17|51.68|51%|Japan| |17|Tata Consultancy Services Malaysia Sdn Bhd|MYR|17.007702|3.40|86.29|154.62|64.93|0.01|311.25|49.35|11.46|37.89|25.51|100%|Malaysia| |18|PT Tata Consultancy Services Indonesia|IDR|0.005016|0.50|27.40|40.12|12.22|-|58.52|19.69|7.33|12.36|19.29|100%|Indonesia| |19|Tata Consultancy Services (Philippines) Inc.|PHP|1.442382|39.84|116.26|276.87|120.77|0.00|569.92|27.20|0.85|26.35|-|100%|Philippines| |20|Tata Consultancy Services (Thailand) Limited|THB|1.883860|1.51|8.73|13.28|3.04|-|18.86|0.68|0.21|0.47|-|100%|Thailand| |21|Tata Consultancy Services Belgium S.A.|EUR|75.274218|1.42|173.61|401.56|226.53|0.01|939.12|68.58|22.38|46.20|-|100%|Belgium| |22|Tata Consultancy Services Deutschland GmbH|EUR|75.274218|1.13|112.52|611.24|497.59|-|1,965.21|87.33|27.81|59.52|75.27|100%|Germany| |23|Tata Consultancy Services Sverige AB|SEK|8.149520|0.08|209.74|728.29|518.47|-|1,608.94|87.79|20.98|66.81|-|100%|Sweden| |24|Tata Consultancy Services Netherlands B.V.|EUR|75.274218|496.81|1,188.64|1,991.30|305.85|1,197.42|2,034.03|344.76|86.48|258.28|-|100%|Netherlands| |25|TCS Italia SRL|EUR|75.274218|16.56|(16.03)|121.55|121.02|-|258.32|(4.23)|4.74|(8.97)|-|100%|Italy| |26|Tata Consultancy Services Luxembourg S.A.|EUR|75.274218|42.15|(12.59)|72.51|42.95|-|154.48|10.05|(3.63)|13.68|-|100%|Capellen (G.D. de Luxembourg)| # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 # in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Reporting Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Total Liabilities|Turnover|Profit before Taxation|Provision for Taxation|Profit after Taxation|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |27|Tata Consultancy Services Switzerland Ltd.|CHF|68.761677|10.31|163.36|563.22|389.55|51.58|1,593.05|104.22|20.15|84.07|-|100% Switzerland| |28|Tata Consultancy Services France|SAR|75.274218|2.26|(57.13)|306.69|361.56|-|644.35|(9.29)|6.51|(15.80)|-|100% France| |29|Tata Consultancy Services Osterreich GmbH|EUR|75.274218|0.26|2.76|21.10|18.08|-|19.28|0.08|0.02|0.06|-|100% Austria| |30|Tata Consultancy Services Danmark Ap|DKK|10.100941|1.01|41.23|46.58|4.34|-|18.62|0.34|0.08|0.26|-|100% Denmark| |31|Tata Consultancy Services De Espana S.A.|EUR|75.274218|0.45|0.84|101.71|100.42|0.04|229.09|(7.55)|-|(7.55)|-|100% Spain| |32|Tata Consultancy Services Portugal Unipessoal Limitada|EUR|75.274218|0.04|(12.64)|18.44|31.04|-|22.87|(4.31)|-|(4.31)|-|100% Portugal| |33|Alti S.A.|EUR|75.274218|2.76|(184.18)|521.36|702.78|109.78|771.55|(165.85)|16.95|(182.80)|-|100% France| |34|Alti HR S.A.|EUR|75.274218|0.28|11.91|14.36|2.17|-|6.65|(0.19)|0.11|(0.30)|-|100% France| |35|Tescom (France) Software Systems Testing S.A.R.L.|EUR|75.274218|0.75|(6.45)|4.41|10.11|-|12.55|0.79|0.27|0.52|-|100% France| |36|Alti Switzerland S.A.|CHF|68.761677|0.62|10.49|18.68|7.57|-|50.59|2.15|0.61|1.54|-|100% Switzerland| |37|Alti Infrastructures Systemes & Reseaux S.A.|EUR|75.274218|0.38|1.41|4.94|3.15|-|11.89|0.68|0.21|0.47|-|100% France| |38|Alti NV|EUR|75.274218|6.17|6.29|33.70|21.24|-|66.99|(9.15)|0.01|(9.16)|-|100% Belgium| |39|Teamlink|EUR|75.274218|0.47|(0.60)|0.07|0.20|-|-|(0.02)|-|(0.02)|-|100% Belgium| |40|Planaxis Technologies Inc.|EUR|75.274218|-|46.80|98.15|51.35|-|45.94|(5.65)|1.46|(7.11)|-|100% Canada| |41|Tata Consultancy Services Saudi Arabia|SAR|17.663449|6.62|(0.47)|6.62|0.47|-|-|(0.47)|-|(0.47)|-|76% Saudi Arabia| |42|Tata Consultancy Services (Africa) (PTY) Ltd.|ZAR|4.462896|6.25|0.15|6.44|0.04|6.02|-|3.89|0.01|3.88|3.75|100% South Africa| |43|Tata Consultancy Services (South Africa) (PTY) Ltd.|ZAR|4.462896|8.03|61.68|196.99|127.28|-|529.36|29.90|11.27|18.63|5.22|75% South Africa| |44|TCS FNS Pty Limited|AUD|50.843038|189.44|(25.61)|168.15|4.32|170.57|-|(0.05)|-|(0.05)|-|100% Australia| |45|TCS Financial Solutions Beijing Co., Ltd.|CNY|10.249567|1.98|(7.25)|98.09|103.36|-|105.60|12.48|(1.06)|13.54|-|100% China| |46|TCS Financial Solutions Australia Holdings Pty Limited|AUD|50.843038|70.82|(20.55)|50.27|-|1.92|-|-|-|-|-|100% Australia| |47|TCS Financial Solutions Australia Pty Limited|AUD|50.843038|-|95.35|180.68|85.33|1.64|85.77|67.21|3.46|63.75|-|100% Australia| |48|PT Financial Network Services|USD|66.245000|0.40|(1.49)|-|1.09|-|-|0.17|(0.17)|-|-|100% Indonesia| |49|TCS Iberoamerica SA|UYU|2.065960|651.97|480.78|1,307.45|174.70|1,307.15|-|74.02|2.13|71.89|-|100% Uruguay| |50|TCS Solution Center S.A.|UYU|2.065960|40.84|6.38|264.74|217.52|-|363.80|(9.89)|6.11|(16.00)|-|100% Uruguay| |51|Tata Consultancy Services Argentina S.A.|ARS|4.534844|19.10|(42.80)|27.20|50.90|-|48.13|(43.93)|0.01|(43.94)|-|99.99% Argentina| |52|Tata Consultancy Services Do Brasil Ltda|BRL|18.420833|290.07|(266.23)|246.66|222.82|-|398.26|(13.96)|2.48|(16.44)|-|100% Brazil| |53|Tata Consultancy Services De Mexico S.A., De C.V.|MXN|3.840334|1.01|375.28|775.19|398.90|-|1,447.41|95.19|32.19|63.00|41.26|100% Mexico| # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 # in the prescribed Form AOC-1 relating to subsidiary companies # Annual Report 2015-16 (` crores) |Sr. No.|Name of the Subsidiary Company|Reporting Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Total Liabilities|Turnover|Profit before Taxation|Provision for Taxation|Profit after Taxation|Proposed Dividend|% of Shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |54|Tata Consultancy Services Chile S.A.|CLP|0.098425|167.29|437.02|722.14|117.83|65.78|413.99|90.07|(9.43)|99.50|-|100%|Chile| |55|TCS Inversiones Chile Limitada|CLP|0.098425|150.49|163.24|317.03|3.30|316.21|-|1.27|0.05|1.22|-|99.99%|Chile| |56|TATASOLUTION CENTER S.A.|USD|66.245000|19.88|152.45|378.38|206.05|-|759.53|132.85|31.82|101.03|132.49|100%|Ecuador| |57|TCS Uruguay S.A.|UYU|2.065960|0.11|72.99|100.52|27.42|0.02|193.25|55.09|(0.78)|55.87|36.62|100%|Uruguay| |58|MGDC S.C.|MXN|3.840334|0.02|89.54|191.95|102.39|-|849.22|43.37|17.00|26.37|-|100%|Mexico| |59|TECHNOLOGY OUTSOURCING S.A.|PEN|19.708735|10.77|(1.21)|20.98|11.42|-|28.98|(1.67)|(0.47)|(1.20)|-|100%|Peru| |60|Tata Consultancy Services Qatar S.S.C.|QAR|18.192678|3.64|54.32|76.40|18.44|-|150.84|20.99|1.93|19.06|-|100%|Qatar| |61|TCS Foundation|INR|1.000000|1.00|274.73|282.75|7.02|282.11|-|129.29|-|129.29|-|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on 31.03.2016 2. On July 2, 2015, the Company through its wholly owned subsidiary, Tata Consultancy Services Netherlands BV subscribed to 76 percent share capital of Tata Consultancy Services Saudi Arabia 3. CMC Limited was amalgamated with TCS with effect from April 1, 2015 in accordance with the terms of the Scheme of Amalgamation sanctioned by the High Court of judicature at Bombay vide their Order dated August 14, 2015. 4. The shares for TECHNOLOGY OUTSOURCING S.A.C were subscribed for on October 30, 2015 # For and on behalf of the Board Cyrus Mistry N. Chandrasekaran Prof. Clayton M. Christensen Chairman CEO and Managing Director Director Aman Mehta Ishaat Hussain V. Thyagarajan Director Director Director Dr. Ron Sommer Dr. Vijay Kelkar Phiroz Vandrevala Director Director Director O. P. Bhatt Aarthi Subramanian Rajesh Gopinathan Director Executive Director Chief Financial Officer Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2016 CIN: L22210MH1995PLC084781 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Phone: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com # ATTENDANCE SLIP (To be presented at the entrance) 21ST ANNUAL GENERAL MEETING ON FRIDAY, JUNE 17, 2016 AT 3.30 P.M. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 Folio No. _________________________________ DP ID No. _________________________________ Client ID No. _________________________________ Name of the Member_________________________________________________________________ Signature ___________________________________ Name of the Proxyholder______________________________________________________________ Signature___________________________________ 1. Only Member/Proxyholder can attend the Meeting. 2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting. CIN: L22210MH1995PLC084781 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Phone: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com # PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s) : ....................................................................................................................................................................................... Registered address : ....................................................................................................................................................................................... E-mail Id : ....................................................................................................................................................................................... Folio No. / Client ID No. : ..............................................................................................DP ID No. ....................................................................... I / We, being the member(s) of ………..............…. Shares of Tata Consultancy Services Limited, hereby appoint 1. Name: ………………………...................................................................................... E-mail Id: ...................................................................... Address: ................................................................................................................... .................................................................................................................................. Signature: ……………................................................... 2. or failing him 3. Name: ………………………...................................................................................... E-mail Id: ...................................................................... Address: ................................................................................................................... .................................................................................................................................. Signature: ……………................................................... 4. or failing him 5. Name: ………………………...................................................................................... E-mail Id: ...................................................................... Address: ................................................................................................................... .................................................................................................................................. Signature: ……………................................................... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the twenty first Annual General Meeting of the Company to be held on Friday, June 17, 2016 at 3.30 p.m."
+"at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below: 1. To receive, consider and adopt (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2015-16. 3. To appoint a Director in place of Mr. Ishaat Hussain (DIN:00027891), who retires by rotation and, being eligible, offers himself for re-appointment and his term would be up to September 2, 2017. 4. Ratification of Appointment of Auditors. 5. Appointment of Branch Auditors. Signed this ……… day of ………………. 2016 Affix Revenue Signature of shareholder.................................................................... Signature of Proxyholder(s)............................................................................Stamp # NOTES: 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, not less than 48 hours before the commencement of the Meeting. 2. Those Members who have multiple folios with different jointholders may use copies of this Attendance slip/Proxy. NO_CONTENT_HERE # SHAREHOLDERS ARE REQUESTED TO SUBMIT THIS FORM TO THE DEPOSITORY PARTICIPANT To, (Name of the Depository Participant) _________________________________________ _________________________________________ _________________________________________ _________________________________________ # Updation of Shareholder Information I / We request you to record the following information against my /our Folio No. /DP ID /Client ID : # General Information: Folio No. /DP ID /Client ID : Name of the first named Shareholder: PAN: * CIN / Registration No.: * (applicable to Corporate Shareholders) Tel No. with STD Code: Mobile No.: Email Id: *Self attested copy of the document(s) enclosed # Bank Details: IFSC: (11 digit) MICR: (9 digit) Bank A/c Type: Bank A/c No.: * Name of the Bank: Bank Branch Address: * A blank cancelled cheque is enclosed to enable verification of bank details I /We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I /we would not hold the Company /RTA responsible. I/ We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I /We understand that the above details shall be maintained till I /we hold the securities under the above mentioned Folio No. /beneficiary account. Place : ______________________ Date : Signature of Sole /First holder 237 # TCS Sahyadri Park, Pune Spread over 48 acres of land in Pune, India, TCS Sahyadri Park is one of TCS' largest delivery facilities globally and can accommodate over 23,000 associates. Named after the rolling Sahyadri Mountains that surround it on three sides, the center's design is inspired by Maratha architecture. With 3.2 million sq. ft. of constructed and 60% landscaped areas, TCS Sahyadri Park has been built in line with global standards of comfort and care and has received LEED Gold certification in environmental standards. Designed and produced by: Corporate Marketing and Corporate Communications, Tata Consultancy Services Experience certainty; File: AR_TCS_2016_2017.md 7 5 1 # REIMAGINING THE ENTERPRISE # Annual Report 2016-17 www.tcs.com # About TCS Tata Consultancy Services (TCS) is a global leader in providing information technology services, consulting, and digital and business solutions to large enterprises through its unique Global Network Delivery Model™, recognized as the benchmark of excellence in software development. TCS' customer-centricity, deep domain expertise, agility in building new capabilities, and focus on constant innovation and IP development, and execution excellence have resulted in enduring customer relationships. With over 387,000 employees in 55 countries, and a global delivery footprint that covers over 141 solution centers across 19 countries, TCS is among the world's top 10 IT service providers. The Company's compounded annual growth rate (CAGR) since FY 05 is 21.6%, with industry-leading operating margins. Founded in 1968 as part of the Tata group, TCS is headquartered in Mumbai, India and is a public limited company, listed on the National Stock Exchange (NSE) and BSE Ltd. (Bombay Stock Exchange) in India."
+"# About the Theme TCS has successfully navigated through multiple technology cycles over the last five decades, pivoting and adapting each time to build new capabilities and help our clients realize the benefits of these new technologies. Our responsiveness, agility, and adaptability to change have been core to our longevity. The theme for this year's Annual Report, Reimagining the Enterprise, captures the depth and profoundness of the transformation that enterprises - both TCS and our customers - are going through in the Digital age. In the thematic section, we have showcased a few examples of customers partnering with TCS to reimagine parts of their businesses to become data-driven, smarter, and agile to deliver a superior experience for their customers. Alongside, we have interviews with key leaders in TCS describing the change we are executing within the organization - at scale and with agility - to lead in the Digital age. # Recent Annual Report Themes FY 2016: Shaping the Future FY 2015: Default is Digital FY 2014: One TCS The Annual General Meeting will be held on Friday, June 16, 2017 at Birla Matushri Sabhagar, Sir V. T. Marg., New Marine Lines, Mumbai 400020, at 3:30pm. Towards preserving our environment, printed copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the meeting. # TCS Annual Report 2016-17 # Contents |Board of Directors|02| |---|---| |Management Team|04| |Letter from the Chairman|06| |Letter from the CEO|08| |Performance Highlights|11| |Reimagining Digital Skilling|12| |Reimagining Elderly Care|13| |Reimagining Energy Management|14| |Building the TCS Brand|15| |Reimagination across Industries|16| |Reimagining Ecommerce|18| |Reimagining Boiler Controls|19| |Reimagining Research and Innovation|20| |Reimagining IT Landscapes|22| |Reimagining Business Models|23| |Reimagining IT Services|24| |Reimagining Business Structures|26| |Reimagining Payments|27| |Reimagining Software Delivery|28| |Reimagining Talent Management|30| |Reimagining Citizen Services|32| |Directors' Report|34| |Management Discussion and Analysis|62| |Corporate Governance Report|88| |Corporate Sustainability Report|110| |Business Responsibility Report|116| |Awards and Recognition|120| |Unconsolidated Financial Statements|184| |Independent Auditors' Report|184| |Balance Sheet|190| |Statement of Profit and Loss|191| |Statement of Changes in Equity|192| |Statement of Cash Flow|193| |Notes forming part of the Financial Statements|194| |Statement under Section 129 of the Companies Act, 2013 relating to Subsidiary Companies|236| |Consolidated Financial Statements| | |Independent Auditors' Report|122| |Glossary|239| |Consolidated Balance Sheet|126| |Consolidated Statement of Profit and Loss|127| |Consolidated Statement of Changes in Equity|128| |Consolidated Statement of Cash Flows|129| |Notes forming part of the Consolidated Financial Statements|130| # Board of Directors # TCS Annual Report 2016-17 |(Seated - Left to Right)|(Standing - Left to Right)| |---|---| |V Kelkar|A Mehta| |Director|Director| |Aarthi Subramanian|V Thyagarajan| |Executive Director|Director| |N Chandrasekaran|N G Subramaniam| |Chairman|Chief Operating Officer| | |& Executive Director| |Rajesh Gopinathan|O P Bhatt| |Chief Executive Officer|Director| |& Managing Director| | |C M Christensen|R Sommer| |Director|Director| | |I Hussain| | |Director| Board of Directors 03I # Management Team # Corporate |Rajesh Gopinathan|N G Subramaniam|V Ramakrishnan|Ajoyendra Mukherjee|Aarthi Subramanian| |---|---|---|---|---| |Chief Executive Officer|Chief Operating Officer|Chief Financial Officer|Global Head, Human Resources|Global Head, Delivery Excellence, Governance & Compliance| |Rajendra Moholkar|Pradipta Bagchi|K Ananth Krishnan|Vishwanathan Iyer| | |Company Secretary|Communication|Research & Development|Legal| | # Geography Heads |Surya Kant|Henry Manzano|Ravi Viswanathan|Girish Ramachandran|AS Lakshminarayanan| |---|---|---|---|---| |North America, UK & Europe|Latin America|India, Middle-East & Africa|Asia Pacific|Japan| # Strategic Growth Unit Heads |Venkateshwaran Srinivasan|Venguswamy Ramaswamy| |---|---| |BaNCS|iON| # TCS Annual Report 2016-17 # Industry Service Unit Heads |K Krithivasan|Susheel Vasudevan|Ramanamurthy Magapu|Suresh Muthuswami| |---|---|---|---| |Banking & Financial Services|Banking & Financial Services|Banking & Financial Services|Insurance & Healthcare| |Pratik Pal|Debashis Ghosh|Milind Lakkad|Kamal Bhadada| |Retail, Travel & Consumer Products|Life Sciences, Manufacturing & Energy|Manufacturing|Communication, Media & Information Services| # Service Unit Heads |Krishnan Ramanujam|Regu Ayyaswamy|Dinanath Kholkar|P R Krishnan| |---|---|---|---| |Enterprise Solutions & Global Consulting Practice|Engineering & Industrial Services|Business Process Services|IT Infrastructure Services| Management Team I 05 # Letter from the Chairman Global business is transitioning to a new age where technology is playing a central role in the growth of every industry by delivering a superior customer experience anytime, anywhere. The power of a business now depends on its ability to manage the transition from process maturity to data maturity. # TCS Annual Report 2016-17 Dear Shareholders, It is with a great sense of pride that I write to you after being appointed as the Chairman of this exceptional Company. In the past seven years, when I had the privilege of leading this organization in an executive capacity, it has been an exhilarating journey. The commitment and passion of a diverse, global employee base helped your Company exhibit strong leadership during this period, against the backdrop of immense volatility in our key markets and the world economy."
+"Amidst the rise of new Digital technologies, your Company remained focused on staying relevant to customers, employees, and the society at large, while delivering significant returns to shareholders. As our business transitions into a new and exciting phase of growth and innovation, the future of your Company could not be in better hands than under a dynamic new executive leadership team led by Rajesh Gopinathan as the Chief Executive Officer and Managing Director, ably supported by N G Subramaniam as the Chief Operating Officer and V Ramakrishnan as the Chief Financial Officer, together with a strong team of senior business leaders. The new team will continue to drive an organizational culture that embraces change, believes in growing talent, and invests ahead of time, anticipating the future needs of our customers. Your Company is once again at the forefront of this transformation. TCS has made significant investments in driving innovation in Digital, as well as by building new capabilities and skills in technologies like cloud, artificial intelligence, automation, and analytics. It continues to transform its engagement models to fit the customer's needs. To succeed in the Digital age, customers need the right technology partners with the strategic commitment and sustained investments necessary to stay relevant to their business. My thirty years with TCS have given me a ringside seat to the evolution and growth of your Company. I have witnessed your Company's ability to emerge from every technology cycle stronger than ever and be in a position to capture a greater share of market opportunities. Your Company is in a growth industry where the demand for technology continues to expand. In earlier decades, IT played a key role in supporting business. The Internet era then saw business strategy being defined by technology strategy. As a result, technology was embedded into business. Today we are entering a new world where technology is now defining what the business can or should do. The global business is transitioning to a new age where technology is playing a central role in the growth of every industry by delivering a superior customer experience anytime, anywhere. The power of a business now depends on its ability to manage the transition from process maturity to data maturity. The Internet of Things (IoT) is about capturing data from machines and sensors; cloud is helping make the data available at scale as and when needed; automation and artificial intelligence are helping sift through enormous quantities of data; and analytics is helping derive insights and make useful predictions from that data. Businesses have to change and understand the impact and influence of these technologies. Those who can do it faster and smarter will be the leaders in the new economic world. In the Tata group, our ethos is shaped by the core belief that our founder articulated almost hundred and fifty years ago that the community is not just another stakeholder of business, but the very purpose of its existence. That ethos guides all our actions and initiatives. Your Company has focused on helping communities in three core areas: education and skills, health and wellness, and environmental sustainability. This concentration of effort on a few areas has allowed us to make a bigger impact in those chosen areas. I am delighted to see each of those programs scale up significantly to start making a difference to the targeted communities. On behalf of the entire Board of Directors of Tata Consultancy Services, I would like to thank you - our valued stakeholders - for the continuing confidence you have placed in the organization. Warm regards, N Chandrasekaran Chairman # Letter from the CEO During the past few months, I have met many customers, each of them at different stages in their Digital transformation journeys. Every one of them is looking at further accelerating those programs and becoming more technology-driven. Speaking with the CXOs of these organizations, I was humbled and re-energized, by the uniformly high esteem in which they hold your Company. # TCS Annual Report 2016-17 Dear Shareholders, FY 2017 was a year of leadership transitions, globally, and in your Company too. In January this year, N Chandrasekaran (Chandra), who led Tata Consultancy Services as the Chief Executive Officer and Managing Director for the past seven years, stepped down from his executive role to become the Chairman of the Board. In the seven years under Chandra's leadership, your Company's stellar financial performance made it a bellwether, with industry-leading metrics in every respect."
+"Revenue grew almost four-fold, from ` 30,029 crore in FY 2010 to ` 117,966 crore in FY 2017, a compounded annual growth rate of 21.6%. Our operating profit margin - the highest in the industry - stayed stable in the 26-28% band throughout this period. Most importantly, the customer-centric vision to make early, far-sighted investments in emerging technologies allowed us to gain a leadership position in the Digital space, positioning us well for the future. On behalf of the shareholders, the Board of Directors, and all my colleagues at TCS, I would like to thank Chandra for the executive leadership, vision, and mentorship he provided. In FY 2017, your Company delivered a steady performance, with a reported revenue of ` 117,966 crore, growing 8.6% over the prior year. TCS continues to be the most profitable Company in the IT services industry, with a net profit of ` 26,289 crore, which is a net margin of 22.3%. In keeping with our tradition of directing surplus cash to shareholders, the Board has recommended a final dividend of ` 27.50. Including the three interim dividends paid earlier this fiscal, the total dividend payout in FY 2017 amounts to ` 47 per share, a payout ratio of 42.0%. In addition to that, your Company announced a proposal to buy back up to 56,140,351 equity shares of the Company, at ` 2,850 per share, for an aggregate amount not exceeding 16,000 crore. Our investments in geographies are paying off very handsomely, with all regions reporting considerable growth on a full year basis. Continental Europe, Latin America, and Middle East-Africa grew in the mid-teens, while the other geographies grew in the 6 to 10% range on a constant currency basis. Among the service lines, I'm happy to report that our Enterprise Solutions and Consulting business crossed $3 Bn in revenue this year, while our BPS business crossed the $2 Bn milestone. Digital technologies account for most of the net new IT spending by customers today. Your Company continues to fare very well in this area, emerging as the preferred partner for many large enterprises in their Digital transformation journeys. Over 55% of our clients engage with us today on Digital Services, and that percentage is much higher among larger clients. Digital revenue crossed the $3 Bn milestone this year, making up 16.7% of revenue and growing 28.8% over the prior year. In FY 2017, your Company was the technology partner of choice for many leading corporations across the world in their business transformational and Digital reimagination journeys. We helped the world's largest bauxite mining and aluminium manufacturing company split into two entities by engineering a flawless IT separation. One of the largest healthcare organizations in the world chose TCS to standardize and simplify its vast and complex supply chain footprint. We helped one of the world's largest banks identify and publish some of the critical APIs to their back-office systems that account for 85% of the bank's transactions, inviting the global developer community to build innovative new apps that extend the bank's services to newer customer segments. The key differentiators that enable TCS to strategically partner with these large global progressive corporations are our deep contextual knowledge of customers' business models, functions, processes, and systems; our proactive approach to innovation; and our commitment to delivery excellence. At the core of all this is our ability to attract, develop, and retain talent. # People Your Company's talent management practices continue to be a benchmark in the industry. In FY 2017, we added about 79,000 employees on a gross basis, ending the year with over 387,000 employees across 130 nationalities. Women make up 34.7% of our workforce. Our local hiring programs in various geographies are progressing well. In FY 2017, we recruited over 11,500 employees outside India, including students from leading engineering campuses and business schools in the US. This has allowed us to bring down our dependence on work visas significantly. Your Company has made significant progress in reskilling the workforce on newer technologies. Our Digital competency development program has resulted in over 200,000 TCS associates getting Digitally trained, possessing nearly 600,000 competencies. We are experimenting with ever more innovative ways to accelerate Digital learning. One such recent initiative is a mobile-first app that uses gamification to deliver an immersive learning experience. Our progressive policies, culture of empowerment, and continual investments in people have historically resulted in industry-best retention rates. In FY 2017, our attrition rate in the IT Services..."
+"# Letter from the CEO segment was 10.5%; once again, the lowest in the industry. A significant part of our innovation effort this year was focused on harnessing the power of artificial intelligence (AI) and automation. This includes exciting new areas such as conversational systems, natural language processing systems, IoT platforms, robotics, and image processing capabilities. Your Company has filed more than 3,350 patent applications to date, with 493 filings in FY17. It has been 478 granted patents as of March 31, 2017. In addition, TCS Researchers presented 350+ papers in premier conferences. The work we have done for our banking clients on the Blockchain technology has established us as a credible player in this emerging space. The Blockchain platform built by our Research and Innovation group has now been integrated into the TCS BaNCS software. In addition to the in-house effort, we also leverage the innovation capabilities of our technology partners, startups, and academic alliances. Our Co-Innovation Network (COIN��) expanded in FY 2017 to cover over 150 ecosystem partners, 2,000 startups, and 27 partnerships in academia. All our products and platform offerings - industry-focused ones such as TCS BaNCS, Optumera™, Advanced Drug Development platform, and HOBS, as well as horizontal and technology platforms such as ignio™, TAP™, iON, CHROMA™, and TCS MasterCraft™ - are achieving new milestones in terms of customer adoption. # Beyond Business Your Company has a long tradition of being a responsible corporate citizen in all the communities we work with across the world. The guiding principle of TCS' CSR programs is ""Impact through Empowerment"" through interventions in Education, Health and Environment. In the field of healthcare, we continue to support the Tata Medical Center. TCS initiated the Outpatient Department Transformation (TransOPD) at TMC for a better Patient Experience. The TCS Fit4Life continues to energize employees and increase their wellness. In FY 2017, employees spent over 3 million hours logging 13.5 million kilometres of physical exercise and activity. I am proud to note that in FY 2017, TCSers volunteered over 6.9 lakh hours for social and environmental causes in their respective communities. The guiding philosophy behind our CSR programs is to make an impact on communities by empowering individuals. Many of our programs are focused on imparting education and skills which help individuals become productive. Our long-running Adult Literacy Program, which uses computers to impart functional literacy, now supports nine Indian languages and continues to expand its reach. In FY 2017, this program alone reached 126,000 persons. Other programs in India, like BridgeIT and our BPS and IT Employability Programs help individuals from underprivileged backgrounds find employment and become catalysts of change in their communities. The TCS Research Scholarship Program is now in its thirteenth cycle, covering 245 PhD scholars across 33 institutes across India. 55 persons have obtained their PhD through this program. In North America, our flagship program goIT and other initiatives to promote STEM education and careers among students continue to gather pace. In FY 2017, our various programs touched the lives of over 17,600 students. I am very happy to note that the Million Women Mentors (MWM) initiative which we support in the US has crossed the milestone of 1 million pledges to mentor girls and young women in STEM education and careers. # Agile, Cloud, and Automation Competitive differentiation in the Digital world will come from enterprises becoming smarter, faster, and lighter. In terms of technology imperatives, this requires adopting distributed and location-independent Agile services, embracing a cloud-first strategy, and deploying automation at every level. TCS is aligning its technology capabilities, customer relationships, people, and execution model to participate in this opportunity and continue to create value for all our stakeholders. I thank you all for your continued support and encouragement."
+"With Warm Regards Yours Sincerely Rajesh Gopinathan Chief Executive Officer and Managing Director April 18, 2017 # TCS Annual Report 2016-17 # Performance Highlights # Revenue trend | |FY13|FY14|FY15|FY16|FY17| |---|---|---|---|---|---| |Revenue|62,989|81,809|94,648|108,646|117,966| CAGR 19.3% # Client metrics |$50 Mn+ Clients|84| |---|---| |$100 Mn+ Clients|73| # Earnings trends | |FY13|FY14|FY15|FY16|FY17| |---|---|---|---|---|---| |Operating Income|17,008|23,808|25,424|28,790|30,324| |Operating Margin| |27.0%|26.9%|26.5%|25.7%| # Earnings per share |Amount in `|FY13|FY14|FY15|FY16|FY17| |---|---|---|---|---|---| | |71|97.7|111.9|123.3|133.4| CAGR 20.2% # Cash usage | |FY13|FY14|FY15|FY16|FY17| |---|---|---|---|---|---| |Dividend paid*| | | | |29.4%| |Capex| | | | |56.7%| |Acquisitions, etc| | | | |1.0%| *including dividend tax and final dividend for fiscal 2017 (FY 2013 to FY2017) # Cash flow from operating activities |Amount in `|FY13|FY14|FY15|FY16|FY17| |---|---|---|---|---|---| | |11,615|14,751|19,369|19,109|25,223| # Shareholder payouts |Amount in `|FY13|FY14|FY15|FY16|FY17| |---|---|---|---|---|---| |Special dividends| | | |9,166|10,206| |Dividends (Excl spl divs)| | | |11,071|7,058| |Shareholder payout ratio (incl special dividend)| | | |36.2%|42.0%| # The Company transitioned into Ind AS with effect from April 01, 2015. The IFRS operating profit being in line with the Ind AS operating profit, IFRS numbers have been considered for prior years for continuity purpose in the above chart instead of the Indian GAAP numbers that were actually reported in those financial years. Also note that FY 2015 numbers exclude a one-time employee reward of ` 2,628 crores paid by the Company. # Performance Highlights # Reimagining Digital Skilling TCS is working at the grassroot level to address the shortage of STEM skills through goIT-- our flagship student engagement program in North America. goIT seeks to spark an interest in technology among middle-school students through design thinking, mobile app development, and mentorship from TCS employee volunteers. Students work in teams to identify problems, generate possible solutions, wireframe their prototypes, develop and test their solutions, and present their work to peers and judges. Each TCS volunteer completes extensive training, covering youth psychology, design thinking, educational systems, and tools for mobile app development to aid their preparation as a mentor. Till date, we have engaged over 13,000 middle and high school students across 50 cities in US and Canada. More than half of them reported an increased interest in STEM disciplines, and 86% agreed that the program encouraged them to consider a STEM career. # Reimagining Elderly Care TCS, along with Singapore Management University, is reimagining elderly care in Singapore, using remote-monitoring technology. The scalable solution allows senior citizens living alone to receive prompt care, unobtrusively. Motion sensors and connected medication boxes embedded in the homes of the elderly alert caregivers in the event of inactivity for unusual periods of time, and warn them if prescribed medication is not taken regularly. The solution allows senior citizens to live a dignified and independent lifestyle. # Reimagining Energy Management Large enterprises incur significant energy costs in maintaining comfortable ambient conditions at their workplaces. TCS has reimagined energy management with its cloud-based energy-management-as-a-service platform that leverages TCS IP, IoT, machine learning, and predictive analytics to monitor energy consumption on a real-time basis, detect anomalies, and identify ways to reduce consumption. The largest deployment of this platform has been across TCS' facilities in India - over 150 of them, housing 280,000 employees. By using real-time data and intelligent decision support, TCS saved 26.6 million kwh of power last year and kept electricity spend flat year-on-year across the connected facilities, despite a 15% increase in seating capacity. 150 FACILITIES IN INDIA 35 MILLION SQ. FT. AREA 280,000 ASSOCIATES 13,000+ OCCUPANCY SENSORS 20,000 CARBON SAVINGS ANNUAL TONNES # Building the TCS Brand The TCS brand has been built on a solid foundation of trust that we have established with our stakeholders over decades. Our customer-centricity and focus on execution excellence is recognized by customers who continue to reward us with more business every year. Third party surveys show that we are an industry benchmark in customer satisfaction - we have been ranked no 1 in customer satisfaction in Europe four years in a row. Likewise, our employee-friendly workplace and HR policies have resulted in consistently high employee retention levels. We have been ranked Top Employer in the US and other major markets every year for the last few years. On the investor front, our disclosure levels, transparency, accessibility and track record of dividend payouts have gotten us top place in local and regional investor polls. We crossed an important milestone in our brand building journey in FY 2017. In a formal brand valuation and ranking exercise, TCS broke into the list of the Top 3 brands in the IT services industry globally."
+"# Brand |Employee|Customer|Investor| |---|---|---| |IN cusTOMER|2016-17 EurOpE|Institutional Investor's 2016 All Asia Executive Team recognized TCS as the Most Honored Company Asia: 2017| TCS' #DigitalEmpowers brand campaign, launched at the World Economic Forum in Davos in January 2017, won the 'Creative of the Future' award from the World Communications Forum. # Reimagination across Industries # N G Subramaniam, Chief Operating Officer The explosion of possibilities brought about by Digital technologies is changing the relationship between business and technology, driving Digital reimagination across industries, structurally increasing technology spending, and opening up new growth opportunities for TCS. Every new technology historically changed the way work got done. What makes Digital so different? What makes Digital different is that it empowers people and businesses to get things done interactively and instantaneously. There is an unprecedented volume, variety, and velocity of innovation that is leading to revolutionary change. Newer business models are based purely on technology, are asset-light, and yet pose a serious challenge to incumbents. These virtual entities have used Digital technologies to set very high standards of customer experience, changing the equation between business and technology. Historically, technology was an enabler of business and a source of efficiency. Today, Digital technologies are defining business, and are an active driver of competitiveness, business models, and even business viability. File: AR_TCS_2016_2017.md Digital is one diverse, yet inter-operable, constantly evolving family of technologies enabling continuous availability of data, systems, applications, and business processes. Such an architecture allows enterprises to completely reimagine different aspects of their businesses, and you will see some of those reimagination stories in this report. # How do brick and mortar enterprises reimagine themselves? Digital reimagination is all about looking at the end objective of delivering convenience and simplicity of interaction and working backwards, examining every link or hand-off in the value chain, and figuring out what needs to be done differently to enable that outcome. # What is the roadmap that you would prescribe for an enterprise seeking to Digitally transform itself? With the objective of delivering a simple, yet great customer experience, every organization has to work on three broad areas, all at the same time. First, there has to be a solid foundation or what we call a Digital spine, which is made up of three parts - a cloud-first strategy that makes infrastructure, applications, and data shareable; then APIfication or building a services fabric that will allow business services to be consumed internally and externally at will; and finally, renovation of core systems and automation frameworks as necessary. ""We are advocating three common themes to customers: Agile, Automation, and Cloud. All three are critical building blocks for any organization's Digital transformation."" # TCS Annual Report 2016-17 The second area is intelligence. Organizations have to learn to work with large volumes of real-time data and move to insights-driven decision making. Deployment of Big Data analytics, IoT, AI-based personalization and autonomous operations are examples of that. Our delivery engine is seen by our customers and even peers as the best in the industry. Our unwavering focus on quality results in superior outcomes and the experience of certainty which shows through in how we top customer satisfaction surveys year after year. Lastly, we strongly advocate cloud adoption and cloud-first strategies. Virtualization of assets is key to unlocking value within the enterprise. Computing power, storage, software, data analytics - all lend themselves to cloud-based models that deliver greater flexibility, agility, and efficiency. ""Our services are getting embedded into their core products and services and are a source of competitive differentiation. This is a huge structural change. You have new generation, intelligent cars whose parking-assist feature or intelligent cruise-control feature is programmed by us."" # How is Digital shaping the future opportunity for the IT services business? We are seeing increased spending by companies across industry verticals on Digital technologies. Our services are getting embedded into their core products and services and becoming a source of competitive differentiation. This is a huge structural change. You have new generation, intelligent cars whose parking-assist feature or intelligent cruise-control feature is programmed by us. # What are the key themes you are advocating to customers for FY 2018? Rajesh [Gopinathan] and I met over 75 customers across the world in the last couple of months. It was clear from those interactions that every customer has a transformative agenda, and they are looking for help navigating through real life challenges in accomplishing that agenda."
+"Looking at those imperatives, we are advocating three common themes to customers: Agile, Automation, and Cloud. All three are critical building blocks for any organization's Digital transformation. Location-independent agility at scale, that is the ability to orchestrate Agile development across globally distributed teams is very critical for enterprises undertaking large Digital programs where time-to-market is critical. Automation is the other essential item on every CXO's agenda. With budgets remaining constrained, one way to fund the transformation is through outsourcing. We are therefore positive on our longer-term growth prospects. All these structural changes are expanding the overall spending on technology. Within that spend, there is a greater propensity to outsource because the shelf life of technologies is reducing, and it is hard to predict how long a certain technology will stay relevant. # Reimagining Ecommerce Dick's Sporting Goods (DSG), a leading omni-channel sporting goods retailer in the United States is reimagining its e-commerce strategy. They have chosen TCS as their partner in this journey, recognizing our thought leadership, expertise, and experience in developing omni-channel solutions in retail. TCS helped DSG insource their e-commerce operations onto their proprietary platform, using an Agile delivery model for quicker time to market, and relaunch dicks.com on time and within budget. The new e-commerce platform will provide DSG greater agility, easier access to data, better leverage of cross-channel data, and deliver a differentiated online experience for their customers. It will further accelerate DSG's e-commerce business growth and deliver superior profitability. # Reimagining Boiler Controls Mitsubishi Hitachi Power Systems is reimagining power plant operations, equipping operators with real-time adaptive control and actionable insights to help them optimize performance. They chose TCS to help build an AI-based boiler control system for efficiently regulating coal-fired thermal power plants. The system brings the power of Big Data analytics and artificial intelligence to check nearly 250 parameters and over 10,000 combinations to tune the boiler for maximum efficiency, depending on the kind of coal. More efficient combustion from the new system not only reduces costs for the plant operators but also cuts NOx emissions. Reimagining Boiler Controls 19I # Reimagining Research and Innovation K Ananth Krishnan, CTO Digital technologies have opened up exciting new avenues for research and innovation. By aligning our efforts in this space with customers' business imperatives and leveraging the start-up ecosystem, TCS' Research and Innovation is seeding the reimagination journeys of our customers across industries. # How has TCS' approach to research and innovation changed in the Digital world? The Digital world has opened up completely new avenues for TCS Research and Innovation. The innovation opportunity lies in two broad areas. First, the Digital reimagination of industry domains and society at large. With its stakeholders increasingly becoming digital, the industry is reimagining itself to become part of the experiences they seek. Businesses today aim to deliver unique, curated experiences to stakeholders in every value chain -- to the customer and to the Digital citizen, employee, partner, and regulator. # AI is the buzzword these days. What is TCS doing in this space? Artificial intelligence algorithms aim to solve problems by learning, or creating rules, and can tackle a very large number of variables and uncertainties. AI today is being applied in the consumer domain like image and speech recognition and natural language processing. We are applying AI in enterprise scenarios through Ignio™, our neural automation product for enterprise IT operations. We are also working on a range of conversational and visual perception systems, augmented reality applications, speech biometrics, and cognitive optimization. We have also been working with manufacturing units to help predict machine failures for condition-based maintenance and to intelligently control manufacturing or utility operations for improved efficiency. We are also exploring the role of 'humans in the loop' in the context of enterprise AI. # Tell us about some of your initiatives to align your research and innovation effort with customers. Our Innovation Evangelists connect TCS Research and Innovation, customers, and business stakeholders through various platforms. These include focused co-innovation events and workshops that help teams jointly identify opportunities and shape solution ideas through use cases. Customer-centric Innovation Days have become a strong platform for TCS to connect to customer leadership. Customers request Research and Innovation solutions across domains, sometimes resulting in research collaborations. A recent one was for energy demand forecasting for a utility company. Another outcome is technology proofs of concept, like the one we did for a capital markets customer who wanted these in themes ranging from operational efficiency to customer."
+"# TCS Annual Report 2016-17 experience. We have also worked on new business ideas like contactless payment for an untapped segment of a financial services company. # How is TCS engaging with start-ups? TCS' Co-Innovation Network (COIN) has been connecting with start-ups, venture capitalists, and academia for over a decade. The COIN footprint has expanded globally. With COIN's maturity, more engagements, faster connects, and standard processes have been forged. We are able to engage with entities large and small in win-win partnerships. TCS' ability to orchestrate an external network to bring in new technologies at lowered risk is seen as a valuable capability by customers and partners. # Customer-centric Innovation Days have become a strong platform for TCS to connect to customer leadership. Customers request Research and Innovation solutions across domains, sometimes resulting in research collaborations... technology proofs-of-concept... [and implementing] new business ideas. # Tell us about TCS' relationships with academia. While we have partnered several notable institutes around the world in new technology research, this year's highlight has been the India Academic Alliance story. We have signed comprehensive research agreements with the Indian Institute of Science (IISc), the Indian Statistical Institute (ISI), five premier Indian Institutes of Technology (IITs), two Indian Institutes of Information Technology (IIITs), and other premier technology institutes. Outcomes from our academic alliances have been encouraging. For instance, the robot created by TCS and IIT-Kanpur did very well in the 2016 Amazon Picking Challenge, beating many established players. Our Research Scholar program is the largest corporate support program for PhDs in Computer Science and related disciplines in India. # What is different about the current wave of automation? How is this captured in ignio™, TCS' cognitive automation product for IT operations? The software industry has been driving automation for several decades. In fact, the word software is synonymous with automation. Traditionally, automation has been designed to be 'robotic'; it simply performs actions that it has been programmed for. With ignio™, we are taking automation to the highest level where the 'software' itself becomes intelligent. Instead of simply replaying what it has been programmed for, ignio™ emulates the human brain and its reasoning processes. ignio™ has the ability to self-learn and understand the enterprise context. It can decipher what is happening and why, predict what is likely to happen in the future, and prescribe actions to handle them. Finally, much like humans, it can construct without explicit instructions, end-to-end procedures for performing complex activities on-the-fly based on the context and simple reusable skills. The combination of these features allows ignio™ to take responsibility for running enterprise IT environments autonomously. # When you unleash a new automation product like ignio™ in a customer's production environment, how are the risks managed? We have introduced several checks and balances in the design of ignio™ to ensure safety and security. ignio™ performs only the activities that it is allowed to do and everything is logged and auditable. To prevent accidental errors, we have also designed an intelligent filter, called an 'action firewall', which blocks actions that are either not allowed or deemed to have high impact. Lastly, we implement ignio™ using incremental rollout sprints, to build confidence and trust. # What has triggered this sudden interest in AI? AI or machine learning techniques have been around for decades and have been improving incrementally over the years. The current quantum leap towards intelligent automation is driven by three basic trends. The first is hyper-instrumentation. Everything - people, technologies, household appliances or even industrial systems - is getting heavily instrumented and monitored, providing us with enormous amount of data and unprecedented visibility into their behavior and operations. The second is software-defined everything, or to put it simply, there's an app for everything! This makes it possible to perform actions on anything through software. Third, there is on-demand availability of abundant compute capacity from the cloud. Combine these three trends, and you have a strong foundation for intelligent automation. You have access to data about every system, you have the compute capacity at your fingertips to process such large data volumes and derive insights, and you have the ability to operationalize these insights through software (the app!). # How does ignio™ help our customers? ignio™ augments human intelligence and empowers people to do more making enterprises smarter, faster and more efficient."
+"Our experience to-date indicates that ignio™ can reduce business-impacting outage duration by 80-90% through proactive actions and autonomous self-healing; reduce the time taken to perform complex activities by 90-95%, and eliminate 40-50% of manual effort. These benefits will keep increasing as we train ignio™ to take on more and more. # Reimagining Research & Innovation 21I # Reimagining IT Landscapes When 129-year old Alcoa, the world's largest aluminium company, split into an upstream mining and refining company (Alcoa) and a downstream components manufacturing business (Arconic) to become more competitive and drive shareholder value, they picked TCS to perform the critical task of separating the underlying IT systems and infrastructure. TCS set up an enterprise-class private cloud for Alcoa, and upgraded, remediated, and migrated over 1300 systems without any business disruption, while adhering to a non-negotiable deadline. The flexible cloud platform built by TCS is aligned with Alcoa's business strategy, and well placed to support their future growth. # Reimagining Business Models In a data- and content-driven Digital world, BT, UK's leading telecom company, reimagined its broadband and mobile businesses to go beyond being a passive carrier of third party content. BT TV is today a leading converged operator in the UK delivering its own IPTV content to subscribers. TCS has been their strategic partner in this journey, helping engineer, deploy, and support BT TV's products and solutions to deliver an exceptional experience to viewers anywhere, anytime, and on any device. # LBT Sport # Reimagining Business Models 23I # Reimagining IT Services # Krishnan Ramanujam, President The changed buying behavior of customers in the Digital world is reshaping the IT services landscape, resulting in integrated delivery, greater virtualization, more automation and non-linear business models. With its full services portfolio, TCS is participating in the entire spectrum of customer spending. # How has Digital adoption changed the IT services business? The adoption of Digital technologies and the changed equation between business and technology have brought about newer buying behaviors among customers. Then, there is virtualization. Hardware and software which were earlier purchased and installed within the customer's premises are now being accessed from the cloud on a rental basis. Customers don't want to get locked into any one proprietary technology but want systems integrators like us to stitch together multiple best-in-class point solutions which they can consume as a service. Virtualization of IT services results in what is known as Shared Services. These are basically a set of capabilities, say, ERP maintenance, which are not dedicated to any one customer but shared across multiple customers. Customers benefit from the standardization, flexibility in handling workloads, and lower cost while TCS can standardize, automate, and better govern the service delivery. Last, when many of the newer technologies are not fully understood, customers look to us to simplify matters and use our contextual knowledge of their business to explore the boundaries of what is possible. Related to that is the rise of integrated solution offerings. Customers want us to take responsibility for delivering the overall transformation program that often entails orchestrating the delivery of multiple service lines. This is in contrast to separately purchasing individual services such as application development and maintenance or package implementation. ""Every business leader has to constantly look at how technology can reshape their area, and engage with technology to transform."" Today, IT is no longer the exclusive domain of the CIO. Every business leader has to constantly look at how technology can reshape their area, and engage with technology to transform. This has created multiple buyers of technology within the enterprise. Second, there is an immense speed-to-market imperative. So Agile and DevOps is a default. Can you give an example of an offering that involves multi-service orchestration? How do you see this working on scale? A good example is the work we are doing for a large Fortune 500 company which is contemplating a series of divestitures. We are building a replicable model for carrying out IT system separations with minimal disruptions every time they go through a divestiture. System separations are immensely complex and require capabilities spanning the end-to-end transformation lifecycle covering assessment, evaluation of solutions, finalization of a roadmap, deployment and governance, with emphasis on change management. From a service delivery point of view, it is a consulting-led program that requires multiple teams from streams such as enterprise solutions, cyber-security, cloud, infrastructure services, and business process services to come together and deliver a seamless capability."
+"This leverages our domain expertise, business knowledge, technology skills, and program management capability, and also our ecosystem partnerships. Most importantly, it is built on our unique collaborative and fluid service delivery structure that enables the easy coalescing of different capabilities into a One TCS team. At the other end of the spectrum, we have deflation at one end of the spectrum, the higher realization at the other end keeps our margins steady. The fears of automation leading to job losses are overdone. People had similar concerns when computers first entered the workplace. Today we know that the increased efficiency from computerization only resulted in greater economic growth. At TCS, we have focused on automation from our early days, going back to the code generators and reverse engineering parsers we built during the Y2K era. Automation is an integral part of the industrial model of software engineering that we pioneered. We see the growing interest in automation among customers as a revenue opportunity, and are now building greater focus. We work with all the leading automation product vendors and also have our own cognitive automation product, Ignio™, which is doing very well in the market. Products and platforms entail an initial investment in the development but thereafter, once they gain traction in the marketplace, incremental revenues do not carry proportional costs. That is why they are referred to as non-linear revenues, and are a way of boosting productivity in the services business. When we say products and platforms, there is a value continuum there. We start with high value, customizable software products for mission-critical operations - such as lending at a bank or merchandizing at a retailer. Next is the Software as a Service (SaaS) model where multiple customers subscribe to centrally hosted, standardized software to automate less critical, non-differentiated operations. At the other end is the convergence of SaaS and Shared Services into a platform-based utility model where the centrally hosted software and the operations team are shared across multiple customers who pay per transaction. To me, any activity which is not a source of competitive differentiation will eventually gravitate to this kind of a utility model because of the sheer economies of scale such platforms can achieve. Our experience has been that whenever we deliver greater efficiency and cost savings on lower value areas using cloud, automation, shared services and other 'Digital for Efficiency' initiatives, it frees up customers spending for higher-end, transformational initiatives such as omni-channel, customer experience or data analytics platforms that are a source of competitive differentiation. So, at the overall portfolio level, there is growth, and despite the deflation, there is an overall increase in spending on technology. # Reimagining Business Structures State Bank of India, the country's largest bank, reimagined its business structure by merging the operations of six associate banks with itself. The bank turned to its trusted technology partner, TCS, to manage the most critical part of the integration - the migration of product and customer data from six core banking platforms onto SBI's TCS BaNCS platform. The final merger was accomplished in a tight 48-hour window before the bank opened for business in the new fiscal year. Post merger, State Bank of India supports over 180 million transactions per day. These are the staggering numbers unmatched by any other core banking software in the world: the TCS BaNCS instance at SBI supports over 550 million customers, 725 million accounts, and further scale-related benefits, putting SBI into the league of the top 50 global banks by asset size. # Reimagining Payments DNB, Norway's largest financial services group, wanted to gain first mover advantage by offering a simple mobile-based person-to-person (P2P) payment app. They partnered TCS to leverage our deep expertise in the payments domain and strength in mobile technologies. TCS built Vipps, a simple and interactive app, in just five months -- making DNB a first mover in the P2P space in Norway. The app beat all estimates of user adoption, and became the highest downloaded app in Norway. Over half the population uses it, of which 55% are non DNB customers. Norwegians don't make payments anymore, they just Vipps it! # Reimagining Software Delivery # Aarthi Subramanian, Executive Director The speed of technology change, demands from business in a Digital era, and the consumerization of enterprise IT are driving a profound change in software delivery. Agile and DevOps have become the preferred approach to meet the time-to-market demands placed on today's IT organizations."
+"It seems Agile and DevOps are the buzzwords in software delivery today. Can you explain these and put them in context? In the Digital era, enterprises are under pressure to cater to heightened expectations from consumers within and outside the enterprise. Users are always looking for the next release and the next feature-rich version of software. Secondly, consumers of technology expect software to be 'Always-On' -- always available and accessible from anywhere. Traditional methods of software development, which have taken a more phased and sequential approach to building software, make it hard to keep up with today's time-to-market demands. Agile and DevOps represent a new way of working to build and deliver software. Agile is an iterative approach that allows enterprises to develop software incrementally and faster. DevOps uses high levels of automation and tooling to rapidly deploy the software in production. So, while Agile gave us speed to develop, DevOps has extended this by giving us speed to deploy. Together these have truly enabled enterprises to achieve speed to market. The iterative approach of Agile would need close proximity to users in the client's organization. How do you do that in a globally distributed delivery model? There are proven operating models for effective communication and collaboration in distributed Agile that don't compromise agility. To make the distributed Agile model work we need to invest in building business knowledge across the teams, placing the right roles at the right locations, immersive collaboration tools, constant communication, and a structured approach to planning. Enterprises already working with distributed teams in traditional delivery models have typically built significant knowledge of the enterprise's business processes and mutual trust. These are important enablers for effective transition to Agile. Making distributed Agile work requires careful joint planning of delivery processes with the customer such as frequency of deployments, calibrated work hours, collaborative workspaces, and creating a One Team culture. # TCS Annual Report 2016-17 significant investments in adopting the Agile way of working across multiple customer engagements and establishing an Agile culture among our workforce through extensive training and promotional campaigns. An industrial model of service delivery relies on well-defined roles, responsibilities, processes and controls. Are these still relevant in an Agile world? These fundamental aspects of industrialization of service delivery are very much an integral part of the Agile way of working. With Agile, the focus is on delivering the program in increments -- called sprints -- with a well-defined shorter duration (usually in weeks). This means that Agile teams are typically sets of smaller teams who work on a finite set of clearly defined items of work. The work items are digitized using tools providing full visibility across distributed teams. Focus on programming excellence is core to Agile/DevOps. Clearly defined practices and a plethora of tools are available to enable this. That is key to the increased productivity of the development teams. Process centricity, another hallmark of the industrialized model, is embedded into the Agile way of working much more organically than in traditional models. A simple but effective example is the concept of daily stand-up meetings, a collaboration and planning process fundamental to the Agile way of working. File: AR_TCS_2016_2017.md DevOps takes process centricity to the next level through its focus on extreme process automation. To that extent, it is a hyper-industrialized approach to software deployment. When the emphasis is on speed-to-market, how are the operational risks around system stability managed? The Agile approach is designed to ensure quality and predictability while delivering faster in smaller increments creating a continuous flow-through to the business. # AGILE IMPACT: BENEFITS REALIZED BY BUSINESS AS WELL AS IT |Leading European Telecom Network|Leading Australian Bank| |---|---| |Time to Market|Time to Market| |40% reduction|65% reduction| |Product Quality|Test effort| |80% improvement|70% improvement| Give us a flavour of the cultural challenges in transforming the delivery organization to an Agile mindset? Agile transformation is very much a mindset change and should not be seen just as a new way of delivering software. So it is important for enterprises to see this as an organization-wide change management initiative with very strong enablement from the leadership. This should include awareness-building, re-skilling through training, support with change in roles, structural changes, creation of role models (people as well as projects), investment in Agile/Devops infrastructure and collaboration tools. The clear articulation of Agile values and principles remain fundamental to Agile execution and is very important in sustaining the culture across multiple teams."
+"This means that the entire team operates as a single unit towards a shared vision. A strong focus on cultural integration is another important piece. Conducting cultural awareness sessions and enabling a 'culture coach' role at distributed locations aid continuous integration of the teams. Finally, other measures like travel of key roles to distributed locations, gamification, simulated scenarios and fun events establish strong ties amongst distributed teams, improving their ability to work together as one cohesive team. # Leading US Cable Operator # US Financial Services Company |Time to Market|Time to Market| |---|---| |25% reduction|20-50% reduction| |Product Quality|Product Quality| |70% improvement|60% improvement| # Reimagining Talent Management # Ajoy Mukherjee, EVP -- Human Resources The emergence of a new class of technologies and a generational shift in the workforce has necessitated reimagining every aspect of talent management. The power of Digital is being harnessed to reskill the workforce with speed and scale, and to enrich employee engagement. These investments and an empowering, enabling culture have made TCS an industry benchmark. # How are you building Digital capabilities in TCS? We do hire a few individuals where required but remember, there just won't be sufficient people with skills in newer technologies in the market. On the scale at which we operate, there are no shortcuts to capability development. We have to do what we have always done -- invest in re-skilling our employees. The task is made easier because we have a young and highly motivated workforce which recognizes the importance of Digital, and is eager to learn. The challenge is to do this quickly and at scale. That is where we are ourselves leveraging the power of Digital. # Tell us more about how you do that. We have fundamentally reimagined our approach to training. The starting point is to acknowledge that Gen Y's learning style is different. They don't learn by reading manuals. They pick up a technology skill only when they need it, only to the extent they require, and by trying it out on their own, and consulting peers when they need help. This globally available learning platform has removed geographic boundaries, giving us the benefit of both scale and speed. We have started using programming contests on Campus Commune -- such as TESTimony, EngiNx, GameOn, and CodeVita -- to spot and hire top talent from the student community. Last year, we recruited over a thousand talented students this way. Post recruitment, we have onboarding platforms to engage with both trainees and lateral hires. For laterals hiring, we use job boards, social media, and the TCS internal reference portal. We are also using new generation online recruitment tools that use analytics and AI to cast the net wider and screen a large number of candidates faster and with lesser effort. Our constant innovation has made us a benchmark in the talent acquisition domain. # TCS Annual Report 2016-17 Coming to the second part of the question, we will require fewer people to generate the same unit of revenue. TCS has historically had the best retention rates in the industry. What has made that possible? There are many things that go into creating an empowering environment that values and fosters talent and enables individuals to realize their potential. In my opinion, our caring and enabling culture steeped in Tata values and ethos is the most critical element from which everything else follows. # How has the quality of fresh engineering graduates changed over time? In my experience, the quality of fresh engineering graduates in India has improved over time. There are two reasons for this. First, millennials are more exposed to technology, much earlier, and come with a better awareness of the digital world. Unlike past generations, they start working with computers in school itself and even study a lot of programming in college. There is a lot of news on visa restrictions in the US. How dependent are you on such visas? Historically, we have always recruited local talent in all our major markets. We have significantly ramped it up in the last couple of years, replicating many of the programs that have worked very well for us in India - such as partnering academic institutions and engaging with high school students. These are now delivering results. We are hiring from over a hundred engineering campuses in the US and also hiring MBAs from top B-schools, and the experience has been excellent."
+"We believe we were the top recruiter on a net basis in the United States in FY2017. We have been certified as a 'Top Employer in North America 2017' by the Top Employers Institute for the third consecutive year. All this is helping us bring down our dependence on work visas. In 2016 and again this year, we have applied for only a third of the visas we had applied for in 2015. ""Millennials are more exposed to technology, much earlier, and come with a better awareness of the digital world."" Second, many progressive engineering institutes are working closely with us, as partners in the TCS Academic Interface Program, to align their curriculum and pedagogy with the needs of the industry. We help them by organizing faculty training programs, technical workshops, project sponsorships, soft skill programs, and so on. # You have recruited fewer people this year in absolute terms compared to FY 2016. What is happening? Year-on-year comparisons can be misleading because we brought down our attrition significantly this year compared to the prior year and therefore had fewer positions to backfill. That aside, in the longer term, newer technologies and our adoption of automation and non-linear models will keep driving greater productivity. That means... # GLOBAL, DIVERSE WORKFORCE |TALENT ACQUISITION|TALENT ACQUISITION| |---| |78,912 employees hired in FY 2017|67,328 in India and 11,584 outside India| # TALENT DEVELOPMENT |130 NATIONALITIES|200,000+ associates trained in Digital,|598,996 Digital competencies acquired| |---|---|---| |34.7% women|34.7% women|34.7% women| # TALENT RETENTION |387,000+ EMPLOYEES|10.5% attrition rate in IT services:|Best in class| |---|---|---| |55 countries|55 countries|55 countries| Reimagining Talent Management # Reimagining Citizen Services TCS first partnered the Government of India in reimagining passport services nearly a decade ago. While the Ministry managed the sovereign functions, TCS set up the IT and non-IT infrastructure, and managed the front-office operations, delivering a superior customer experience. There has been more than a 100% jump in throughput -- we issue nearly a million passports every month today. But in a country as vast as India, the 92 facilitation centers run in 77 cities are proving inadequate. Applicants from smaller towns still travel hundreds of kilometers to the nearest center for completing their application formalities. In the next level of reimagination, TCS is working with the Ministry of External Affairs and the Department of Posts to extend our award-winning services to those in the hinterlands using the network of Post Offices across the country. This will set a new global benchmark in technology-enabled citizen services. # Directors' Report TCS Siruseri, Chennai # Annual Report 2016-17 # Directors' Report To the Members, The Directors present the Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (""Ind AS"") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Financial statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS. Note 3 to the consolidated financial statement provides further explanation on the transition to Ind AS. # 1. Financial results | |Unconsolidated| |Consolidated| | |---|---|---|---|---| |Financial Year|2016-17|2015-16|2016-17|2015-16| |Revenue from operations|92,693|85,864|117,966|108,646| |Other income (net)|4,568|3,757|4,221|3,084| |Total income|97,261|89,621|122,187|111,730| |Expenses| | | | | |Operating expenditure|65,604|58,810|85,655|77,969| |Depreciation and amortization expense|1,575|1,459|1,987|1,888| |Total expenses|67,179|60,269|87,642|79,857| |Profit before finance cost and tax|30,082|29,352|34,545|31,873| |Finance costs|16|13|32|33| |Profit before tax (PBT)|30,066|29,339|34,513|31,840| |Tax expense|6,413|6,264|8,156|7,502| |Profit for the year|23,653|23,075|26,357|24,338| |Attributable to:| | | | | |Shareholders of the Company|23,653|23,075|26,289|24,270| |Non-controlling interests|NA|NA|68|68| |Opening balance of retained earnings|53,576|42,370|56,113|43,904| |Adjustment with other equity|59|(102)|25|(103)| |Amount available for appropriation|77,288|65,343|82,427|68,071| |Appropriations| | | | | |Dividend on equity shares (excluding tax)|9,162|7,993|9,162|7,993| |Tax on dividends|1,785|1,486|1,785|1,486| |Capital redemption reserve|-|-|-|110| |General reserve|-|2,288|-|2,304| |Statutory reserve|-|-|33|65| |Special Economic Zone re-investment reserve|376|-|376|-| |Closing balance of retained earnings|65,965|53,576|71,071|56,113| (` 1 crore = ` 10 million) # 2. Buyback of Equity Shares The Board of Directors of the Company at its meeting held on February 20, 2017, has approved buyback up to 56,140,351 equity shares of `1 each, on a proportionate basis, at a price of ` 2,850 per equity share payable in cash for an aggregate consideration not exceeding `16,000 crore, excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., by way of a Tender Offer route through Stock Exchange Mechanism."
+"This is in accordance with the provisions of the Companies Act, 2013 (Act), and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, and other applicable laws and regulations. The buyback is a capital allocation decision taken with the objective of seeking a fairer valuation of the Company's stock while improving the Company's Return on Equity, and increasing shareholder value in the longer term. The offer size of the buyback is within the prescribed limit of 25% of the aggregate of paid up capital and free reserves of the Company, and represents 2.85% of the total issued and paid-up equity share capital of the Company. # 3. Dividend Based on the Company's performance, the directors are pleased to recommend for approval of the members a final dividend of `27.50 per share for FY 2017 taking the total dividend to `47.00 per share (previous year `43.50 per share). The final dividend on equity shares, if approved by the members would involve a cash outflow of ` 6,522 crore, including dividend tax. The total dividend on equity shares including dividend tax for the FY 2017 would aggregate ` 11,071 crore, resulting in a payout of 46.8% of the unconsolidated profits of the Company. # 4. Transfer to reserves The Company proposes to retain the entire amount of ` 65,965 crore in the profit and loss account. # 5. Company's performance On a consolidated basis, the revenue from operations for FY 2017 at ` 117,966 crore was higher by 8.6% over the last year (`108,646 crore in FY 2016). The profit for the year attributable to shareholders and non-controlling interests was ` 26,357 crore, recording a growth of 8.3% over the last year (` 24,338 crore of FY 2016). The profit after tax attributable to shareholders of the Company was ` 26,289 crore, 8.3% higher than that of the previous year (` 24,270 crore). On an unconsolidated basis, the revenue from operations for FY 2017 at `92,693 crore, was higher by 8.0% over the last year (`85,864 crore in FY 2016). The profit for the year was `23,653 crore, registering a growth of 2.5% over the PAT of ` 23,075 crore in FY 2016. # 6. Human resource development The Company is responding to the evolving needs of the Digital era by leveraging Digital technologies to enhance the scale, quality and experience of our Talent Acquisition, Talent Engagement and Talent Development programs. In FY 2017, TCS hired 78,912 employees across the world. The Company's onboarding platforms give new employees a consistent, world-class integration experience. Our diversity initiatives are showing good progress. The Company has employees from 130 nationalities and is one of the largest employers of women, who constitute 34.7% of our global workforce. The Company had 387,223 employees across 55 countries, as on March 31, 2017. TCS' Digital Learning platform is helping the Company reskill the global workforce quickly, and at scale. The Company's various employee engagement platforms and initiatives have resulted in a vibrant, productive and enjoyable work environment. A structured approach to career development, leadership development, internal job rotations, and mentoring helps employees grow their careers and realize their potential. Programs like Fit4life, Safety First, Employee Assistance Program, and Purpose4Life are part of the total employee experience, helping to promote individual wellness while balancing the needs of work, family and society. PULSE, the Company's employee satisfaction survey, provides critical insights into the needs of the workforce and forms the basis of refining organizational policies and programs. Through all these initiatives, the Company continues to remain the industry benchmark for Talent Retention. Attrition in FY 2017 reduced to 10.5% in IT Services and to 11.5% on an overall basis. # 7. Quality initiatives The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. In FY 2017, the Company was re-appraised enterprise-wide at the highest maturity Level 5 of CMMI-DEV® # Annual Report 2016-17 (Development) and CMMI-SVC® (Services) version 1.3. The Company also achieved enterprise-wide ISO certification for Quality Management (ISO 9001:2015), IT Service Management (ISO 20000-1:2011), Information Security Management (ISO 27001:2013), and Business Continuity Management (ISO 22301:2012). TCS' strong commitment to the environment and occupational health and safety of its employees and business partners is demonstrated through the enterprise-wide Environmental Management (ISO 14001:2004) and Occupational Health and Safety Management (BS OHSAS 18001:2007) certifications. The Company also maintain domain-specific quality certifications including AS 9100 (Aerospace), TL 9000 (Telecom) and ISO 13485 (Medical Devices)."
+"TCS' Global Network Delivery Model (GNDM), built on a strong process-driven and customer-centric integrated Quality Management System (iQMS), continues to deliver outstanding value and experience to our customers. iQMS is continually enhanced for emerging service offerings, new delivery methodologies, industry best practices and latest technologies. The Company continues to invest in knowledge management platforms for effective collaboration, learning and sharing. The Company received the prestigious Most Admired Knowledge Enterprise (MAKE) award in the Global Independent Operating Unit (IOU) category for the seventh time, Asian and Indian categories for the twelfth time. For a second successive year in 2016, the Company was ranked first in the Global IOU MAKE award category. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels in the periodic surveys conducted by us. This is validated by top rankings in third-party surveys as well. # 8. Subsidiary companies The Company has 58 subsidiaries as on March 31, 2017. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company. # Restructuring or closure of unlisted wholly-owned subsidiaries during the year: - a. Tata Consultancy Services (South Africa) (Pty) Limited (TCS South Africa): Tata Consultancy Services (Africa) (Pty) Limited (TCS Africa), wholly owned subsidiary of TCS, acquired the 25% ownership interest in TCS South Africa held by a minority shareholder in July 2016 and consequently, TCS South Africa became a wholly owned subsidiary of TCS Africa. TCS South Africa is engaged in IT services and consulting business, catering to the customers in the South Africa region. - b. Diligenta 2 Limited: A subsidiary of Diligenta Limited, the UK based subsidiary of the Company was dissolved with effect from March 14, 2017, by transfer of its employees, trade, and assets to Diligenta Limited, with the permission of the Financial Conduct Authority of the United Kingdom. - c. PT Financial Network Services Indonesia: The process of closure of this company, which is a subsidiary of Financial Network Services (Holdings) Pty. Limited, was completed and the same was effective March 16, 2017. - d. MS CJV Investment Corporation: A corporation, incorporated in the state of Nevada, USA, was dissolved with effect from January 24, 2017. MS CJV Investment Corporation's 4.75% holding in Tata Consultancy Services (China) Limited was transferred on December 29, 2016, to Tata Consultancy Services Asia Pacific Pte. Limited, based on a valuation report, for a consideration of RMB 9.6 million (USD 1.38 million). This company had no other investments or business. # 9. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; # Directors' Report # vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively."
+"Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2017. # 10. Directors and key managerial personnel Mr. N. Chandrasekaran relinquished his position as the Chief Executive Officer and Managing Director of the Company with effect from February 21, 2017, on his appointment as Executive Chairman of Tata Sons Limited. Mr. N Chandrasekaran demonstrated exemplary leadership during his tenure as the Chief Executive Officer and Managing Director of the Company. Prior to his elevation to the position of the Chief Executive Officer and Managing Director of the Company on October 6, 2009, he held the office of the Chief Operating Officer and Executive Director of the Company from September 6, 2008, till October 5, 2009. He joined the Company in 1987 and has held several key positions within the Company. The Directors place on record their appreciation of the invaluable services of Mr. N. Chandrasekaran as the Chief Executive Officer and Managing Director. Tata Sons Limited nominated Mr. N. Chandrasekaran as the Chairman of the Board of Directors of the Company in place of Mr. Ishaat Hussain, with effect from February 21, 2017. The nomination was duly noted by the Board of Directors at its meeting held on February 20, 2017. Consequent to this, Mr. N. Chandrasekaran took charge as the Non-Executive Chairman of the Board of Directors of the Company with effect from February 21, 2017. Mr. Ishaat Hussain was nominated as the Chairman of the Board by Tata Sons Limited on November 9, 2016, in place of Mr. Cyrus Mistry. Mr. Hussain presided over as the Chairman of the Board till the nomination of Mr. Chandrasekaran as the Chairman with effect from February 21, 2017. The Directors place on record their appreciation of Mr. Ishaat Hussain for presiding over the Company as the interim Chairman. Based on the requisition of the holding company, Tata Sons Limited, an Extra-Ordinary General Meeting of the Company was convened on December 13, 2016, at which the shareholders voted in favor of removal of Mr. Cyrus Mistry as a Director. Mr. Cyrus Mistry ceased to be a Director of the Company with effect from December 13, 2016. Mr. Phiroz Vandrevala stepped down as a Director with effect from July 8, 2016. In a career spanning over 25 years with the Company, Mr. Phiroz Vandrevala worked in various leadership roles including as the Executive Director from September 7, 2007 to May 13, 2011, and as a non-executive Director with effect from May 13, 2011. Mr. Phiroz Vandrevala took over as the Managing Director and Vice Chairman of Diligenta Limited in May 2011 to drive its business and execution globally. The Directors place on record their appreciation for the valuable contribution of Mr. Phiroz Vandrevala to the Company. Mr. Rajesh Gopinathan, who was the Chief Financial Officer of the Company, was elevated to the position of Chief Executive Officer and Managing Director of the Company with effect from February 21, 2017. Mr. Rajesh Gopinathan started his professional career with the Company in 2001. He was appointed as the Chief Financial Officer of the Company in February 2013. He has played a key role in helping the Company become a $17.6 billion global turnover company. The Board also appointed Mr. N. Ganapathy Subramaniam as the Chief Operating Officer and Executive Director of the Company with effect from February 21, 2017. Prior to this, Mr. N. Ganapathy Subramaniam was the President, Financial Services, a strategic business unit of the Company. He has been a part of the Company and the Indian IT Industry for the past 34 years and has had opportunities to perform a variety of roles in delivering solutions to customers globally, especially in the Banking and Financial Services sector. Ms. Aarthi Subramanian retires by rotation and being eligible has offered herself for re-appointment. Pursuant to the provisions of Section 149 of the Act, Mr. Aman Mehta, Mr. V. Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Dr. Vijay Kelkar, and Mr. O. P. Bhatt were appointed as independent directors at the annual general meeting of the Company held on June 27, 2014."
+"They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an independent director during the year. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. File: AR_TCS_2016_2017.md The Board appointed Mr. V. Ramakrishnan as the Chief Financial Officer of the Company, to take over from Mr. Rajesh Gopinathan, with effect from February 21, 2017. Mr. Ramakrishnan has been a key member of TCS Finance for more than 17 years and has served in various leadership roles in TCS Finance. He is a graduate in commerce from Loyola College, Chennai, and is a member of the Institute of Chartered Accountants of India, the Institute of Company Secretaries of India and the Institute of Cost & Management Accountants of India. Directors' Report 37 # Annual Report 2016-17 Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2017 are: Mr. Rajesh Gopinathan, Chief Executive Officer and Managing Director, Mr. N Ganapathy Subramanian, Chief Operating Officer and Executive Director, Ms. Aarthi Subramanian, Executive Director, Mr. V. Ramakrishnan, Chief Financial Officer, and Mr. Suprakash Mukhopadhyay, Company Secretary. Mr. N. Chandrasekaran ceased to be a Key Managerial Personnel of the Company with effect from February 21, 2017. # 11. Number of meetings of the board Nine meetings of the board were held during the year. For details of meetings of the board, please refer to the Corporate Governance Report, which is a part of this report. # 12. Board evaluation The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ('SEBI Listing Regulations'). The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. # 13. Policy on directors' appointment and remuneration and other details The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report. # 14. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 15. Audit committee The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report. # 16. Auditors Deloitte Haskins & Sells LLP, Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the 22nd Annual General Meeting of the Company. The Board has recommended the appointment of B S R & Co."
+"LLP, Chartered Accountants as the statutory auditors of the Company in their place, for a term of five consecutive years, from the conclusion of the 22nd Annual General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of the 27th Annual General Meeting to be held in the year 2022, for approval of shareholders of the Company, based on the recommendation of the Audit Committee. Further, based on the recommendation of the Audit Committee of the Company, the Board has appointed KPMG India, Chartered Accountants, to audit the financial statements under the International Financial Reporting Standards (IFRS) for a period of five financial years from FY 2017-18 to FY 2021-22. # 17. Auditors' report and secretarial auditors' report The auditors' report and secretarial auditors' report do not contain any qualifications, reservations, or adverse remarks. Report of the secretarial auditor is given as an annexure to this report. # 38 Directors' Report # 18. Risk management The Board of Directors of the Company has formed a risk management committee to frame, implement, and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which is a part of this report. # 19. Particulars of loans, guarantees, and investments The particulars of loans, guarantees, and investments have been disclosed in the financial statements. # 20. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same form a part of this report. # 21. Corporate social responsibility The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on the website of the Company. # 22. Extract of annual return As provided under Section 92(3) of the Act, the extract of the annual return is given in Annexure III in the prescribed Form MGT-9, which is a part of this report. # 23. Particulars of employees The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: |Name of the directors|Ratio to median remuneration| |---|---| |Non-executive directors:| | |Mr. N. Chandrasekaran *|514.78| |Mr. Cyrus Mistry **|^| |Mr. Aman Mehta|46.30| |Mr. V. Thyagarajan|31.90| |Prof. Clayton M. Christensen|23.35| |Dr. Ron Sommer|33.35| |Dr. Vijay Kelkar|29.83| |Mr. Ishaat Hussain|37.02| |Mr. O. P. Bhatt|30.29| |Mr. Phiroz Vandrevala ***|^| |Executive directors:| | |Mr. Rajesh Gopinathan #|@| |Mr. N. Ganapathy Subramaniam ##|@| |Ms. Aarthi Subramanian|63.47| ^ Since the remuneration of these Directors is only for part of the year, the ratio of their remuneration to median remuneration is not comparable # Annual Report 2016-17 # b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year: |Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary|% increase in remuneration in the financial year| |---|---| |Mr. N. Chandrasekaran*|17.55| |Mr. Cyrus Mistry **|@@| |Mr. Aman Mehta|15.25| |Mr. V. Thyagarajan|12.18| |Prof. Clayton M. Christensen|7.38| |Dr. Ron Sommer|11.78| |Dr. Vijay Kelkar|25.04| |Mr. Ishaat Hussain|20.23| |Mr. O. P. Bhatt|20.09| |Mr. Phiroz Vandrevala ***|@@| |Mr. Rajesh Gopinathan #|@| |Mr. N. Ganapathy Subramaniam ##|@| |Ms. Aarthi Subramanian|35.15| |Mr. Ramakrishnan V, Chief Financial Officer w.e.f February 21, 2017|@| |Mr. Suprakash Mukhopadhyay, Global Treasury Head and Company Secretary|30.76| @ Mr. Rajesh Gopinathan, Mr. N. Ganapathy Subramaniam and Mr. Ramakrishnan V were appointed on February 21, 2017. Accordingly, the disclosures with respect to increase in their salary and median are not given."
+"@@ Increase in remuneration is not given as the concerned directors were only for the part of the year. * Relinquished the office of Chief Executive Officer and Managing Director and appointed as a Chairman of the Company w.e.f. February 21, 2017 ** Ceased to be a Director of the Company w.e.f. December 13, 2016 *** Relinquished the office of Non-Executive Director w.e.f. July 8, 2016 # Appointed as Chief Executive Officer and Managing Director of the Company w.e.f. February 21, 2017 ## Appointed as Chief Operating Officer and Executive Director w.e.f. February 21, 2017 # c. The percentage increase in the median remuneration of employees in the financial year: 4.91% # d. The number of permanent employees on the rolls of Company: 387,223 # e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 8% in India. However, during the course of the year, the total increase is approximately 10%, after accounting for promotions and other event based compensation revisions. Employees outside India received wage increase varying from 2% to 6%. Increase in the managerial remuneration for the year was 31.38%. # f. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. # g. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. # 40 Directors' Report # 24. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report. As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this annual report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the website of the Company. # 25. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 26. Conservation of energy, technology absorption, foreign exchange earnings, and outgo # Conservation of energy: The Company is committed to reduce its energy consumption through four key levers: green buildings, efficient operations, green IT and the use of renewable energy. Green buildings are energy efficient by design and hence help us reduce energy footprint. Over half of the Company's real estate portfolio are green buildings. Some 80% of all the TCS-owned offices are LEED/IGBC certified. The Company's Remote Energy Monitoring and Control initiative has enabled real-time energy monitoring and performance optimization, including that of data centers. All the owned campuses have onsite solar photovoltaic power generation. The Company has significantly increased its use of renewable power year on year. These initiatives collectively resulted in the Company's energy consumption reducing by 8.3% over the prior year, on a per FTE per annum basis. # Technology absorption, adaption, and innovation: The Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Company's operations do not require significant import of technology. # Research and Development (R&D): Specific areas in which R&D was carried out by the Company TCS research deepened its exploration in the areas of intersection between computing and sciences; focusing on Artificial Intelligence (AI), the industrialization of software and computing, and the Digitization of business and society."
+"Other areas of research include: an Integrated Computational Materials Platform in the materials space, the use of data science and high performance computational methods in genome analysis, metagenomic bio-markers and systems biology, and modeling of human behavior to understand the needs of a Digital citizen, Digital workplaces, and Digital customer in behavioral, social, and business sciences. TCS Research and Innovation (R&I) remained closely connected to customers. Our marquee event, the TCS Innovation Forum, attracted over 700 customers, partners, and technology experts across New York City, London, Medellin, and Sao Paulo. We conducted a track called the 'The TCS Slush Experience' at Slush - Europe's premier startup event. Innovation Days and workshops held for customers in various locations resulted in several pilots and proofs of concept. The Company's Entrepreneur-in-Residence program as well as the Co-Innovation Network (TCS COIN™) continued to accelerate innovation. The latter expanded its footprint in several geographies and also deepened its academic alliances in India, extending it to Tier 1 institutions. Your Company is again named in the Forbes list of the `World's Most Innovative Companies', ninth year in a row. The Company was also awarded the WIPO IP Enterprise Trophy. VeriAbs, TCS' V&V framework offering, came first in the Loops category in 6th International Competition on Software V&V. The TCS Remote Energy Monitoring System won the 2016 IoT Connected Building Award and the 17th National Award on Excellence in Energy Management. TCS and IIT Kanpur together ranked fifth in the Amazon Picking Challenge. TCS had three winners in Tata Innovista 2016; all six winners of the Challenges Worth Solving were from TCS. Several associates have won individual honors. Looking forward, the Digital reimagination of industry and society and the industrialization of software and computing will continue to be focus areas for TCS R&I. # Expenditure on R&D TCS Innovation Labs are located in India and other parts of the world. These R&D centers, certified by the Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. # Annual Report 2016-17 # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2017 and FY 2016 are given below: |Expenditure on R&D and innovation| |Unconsolidated| |Consolidated| | | |---|---|---|---|---|---|---| | |FY 2017|FY 2016|FY 2017|FY 2016| | | |a. Capital| | |1|3|1|3| |b. Recurring| |281|229|281|234| | |c. Total R&D expenditure (a+b)| |282|232|282|237| | |d. Innovation center expenditure| |878|780|996|884| | |e. Total R&D and innovation expenditure (c+d)| |1,160|1,012|1,278|1,121| | |f. R&D and innovation expenditure as a percentage of total turnover| |1.2%|1.2%|1.1%|1.0%| | # Foreign exchange earnings and outgo Export revenue constituted 92.4% of the total unconsolidated revenue in FY 2017 (92.8% in FY 2016). |Foreign exchange earnings and outgo|FY 2017|FY 2016| |---|---|---| |a. Foreign exchange earnings|86,370|81,885| |b. CIF Value of imports|561|502| |c. Expenditure in foreign currency|31,553|29,555| # 27. Acknowledgement The Directors thank the Company's employees, customers, vendors, investors, and academic partners for their continuous support. The Directors also thank the governments of various countries, the Government of India, governments of various states in India, and concerned government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N. Chandrasekaran Mumbai, April 18, 2017 Chairman # 42 Directors' Report # Annexure I # Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto: # 1. Details of contracts or arrangements or transactions not at arm's length basis: Tata Consultancy Services Limited (the Company) has not entered into any contract/arrangement/transaction with its related parties which is not in ordinary course of business or at arm's length during FY 2017. The Company has laid down policies and processes/procedures so as to ensure compliance to the subject section in the Companies Act, 2013 (Act) and the corresponding Rules. In addition, the process goes through internal and external checking, followed by quarterly reporting to the Audit Committee."
+"- (a) Name(s) of the related party and nature of relationship: Not Applicable - (b) Nature of contracts/arrangements/transactions: Not Applicable - (c) Duration of the contracts / arrangements/transactions: Not Applicable - (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - (e) Justification for entering into such contracts or arrangements or transactions: Not Applicable - (f) Date(s) of approval by the Board: Not Applicable - (g) Amount paid as advances, if any: Not Applicable - (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable # 2. Details of material contracts or arrangement or transactions at arm's length basis: - a. Name(s) of the related party and nature of relationship: Not Applicable - b. Nature of contracts / arrangements / transactions: Not Applicable - c. Duration of the contracts / arrangements / transactions: Not Applicable - d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - e. Date(s) of approval by the Board, if any: Not Applicable - f. Amount paid as advances, if any: None Note: The above disclosures on material transactions are based on the principle that transactions with wholly owned subsidiaries are exempt for purpose of section 188(1) of the Act. On behalf of the Board of Directors N. Chandrasekaran Mumbai, April 18, 2017 Chairman Directors' Report 43 # Annual Report 2016-17 # Annexure II # Annual Report on CSR Activities 1. A brief outline of the company's CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes: TCS' CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental sustainability including biodiversity, energy & water conservation. Also embedded in this objective is support to the marginalised cross section of the society by providing opportunities to improve their quality of life. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. Details of the CSR policy and projects or programmes undertaken by the Company are available on the website of the Company. In other countries of operation, the Company's CSR projects are designed and implemented to address the needs of the local community. Projects such as goIT, IT Futures and work experience programme have been created to specifically address the science, technology, engineering and mathematics (STEM) education skill gap. The Company's global CSR expenditure and details of global programmes are elaborated in the Business Responsibility Report. 2. The composition of the CSR committee: The Company has a CSR committee of directors comprising of Mr. N. Chandrasekaran, Chairman of the Committee, Mr. O. P. Bhatt, Mr. Rajesh Gopinathan and Ms. Aarthi Subramanian. 3. Average net profit of the company for last three financial years for the purpose of computation of CSR: ` 22,275 crores. 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ` 446 crores. 5. Details of CSR spent during the financial year: - Total amount to be spent for the financial year: ` 446 crores. - Amount unspent: ` 66 crores. - Some of the large programmes in the areas of healthcare, education and promoting employability are multiyear projects. - Manner in which the amount spent during the financial year: Attached. 6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Please refer to item no. 5(b) above. 7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company. Rajesh Gopinathan Chief Executive Officer and Managing Director N. Chandrasekaran Chairman, Corporate Social Responsibility Committee Mumbai, April 18, 2017 44 Directors' Report # 5(c) Manner in which amount spent during the financial year is detailed below: |Sr."
+"No.|CSR Project or Activity|Sector in which the project is covered|Projects or programmes identified|Amount (budget)|Amount spent|Cumulative Expenditure|Direct or implementing agency| |---|---|---|---|---|---|---|---| |1|Training and educating children, women, elderly, differently abled, scholarships and special education and increasing employability|Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled|Pan India|206.81|188.08|159.80|Through implementing agency| |2|Disaster Relief, tech support for hospitals including Cancer Institutes, financing hygienic sanitation|Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water|Pan India|285.47|85.63|164.59|Through implementing agency| |3|Childline software support to track missing children|Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups|Pan India|1.35|0.26|1.35|Direct| |4|Desilting, repair and maintenance of Chinnappanahalli Lake, Siruseri lakes Watershed Restoration|Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga|Bengaluru|1.38|0.54|0.60|Direct| |5|Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women|Contribution to the Prime Minister's National Relief Fund|Pan India|4.44|-|4.44|Through implementing agency| |6|Contribution to Trusts engaged in CSR|Flood relief [Disaster relief covered under items of Schedule VII of the companies Act, 2013]|Chennai|13.80|-|13.80|Through implementing agency| |7|Contribution to TCS Foundation|Various sectors covered by Schedule VII of the Companies Act, 2013.|Pan India|320.00|200.00|318.07|Through implementing agency| |8|Support for the restoration and renovation of the heritage structures|Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts|Mumbai|4.70|0.20|3.86|Direct| # Sub-total 837.95 Overheads 5.00 # Total CSR Spend 379.71 Directors' Report 45 # Annual Report 2016-17 # Annexure III # Form No. MGT-9 # Extract of Annual Return as on the financial year ended on March 31, 2017 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] # I. REGISTRATION AND OTHER DETAILS: - i. CIN: L22210MH1995PLC084781 - ii. Registration Date: January 19, 1995 - iii. Name of the Company: Tata Consultancy Services Limited - iv. Category / Sub-Category of the Company: Company Limited by shares / Indian Non-Government Company - v. Address of the Registered office and contact details: - 9th Floor, Nirmal Building, - Nariman Point, - Mumbai 400 021. - Tel: 91 22 6778 9595 - Fax: 91 22 6778 9660 - Email: investor.relations@tcs.com - Website: www.tcs.com File: AR_TCS_2016_2017.md - vi. Whether listed company: Yes - vii. Name, Address and Contact details of Registrar and Transfer Agent, if any: - TSR DARASHAW Limited - 6-10, Haji Moosa Patrawala Industrial Estate - 20, Dr. E. Moses Road - Mahalaxmi - Mumbai 400 011 - Tel: 91 22 6656 8484 - Fax: 91 22 6656 8494 - Email: csg-unit@tsrdarashaw.com - Website: www.tsrdarashaw.com # II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated: |Sl. No.|Name and Description of main products / services|NIC Code of the Product / service|% to total turnover of the company| |---|---|---|---| |1.|Computer Programming, Consultancy and Related Activities|620|100| # Directors' Report # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - |Sr. No.|Name and Address of the Company|CIN / GLN|Holding/Subsidiary/Associate|% of shares held| |---|---|---|---|---| |1|Tata Sons Limited Bombay House, 24, Homi Modi Street, Mumbai 400 001.|U99999MH1917PLC000478|Holding|73.262(46)| |2|APTOnline Limited (formerly known as APOnline Limited) Kohinoor, e-Park Plot No.1, Jubilee Gardens, Hyderabad -500081, Telangana, India|U75142TG2002PLC039671|Subsidiary|89.2(87)| |3|C-Edge Technologies Limited Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai 400 093, Maharashtra, India|U72900MH2006PLC159038|- do -|51.2(87)| |4|MP Online Limited Nirupam, Shopping Mall, 2nd Floor, Ahmedpur, Hoshangabad Road, Bhopal - 462026, Madhya Pradesh, India|U72400MP2006PLC018777|- do -|89.2(87)| |5|TCS e-Serve International Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U72300MH2007PLC240002|- do -|100.2(87)| |6|MahaOnline Limited Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai - 400032, Maharashtra, India|U72900MH2010PLC206026|- do -|74.2(87)| |7|TCS Foundation 9th floor, Nirmal Building, Nariman Point, Mumbai 400 021 Maharashtra, India|U74999MH2015NPL262710|- do -|100.2(87)| |8|Tata Consultancy Services (Africa) (PTY) Ltd."
+"39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|Not applicable|- do -|100.2(87)| |9|Tata Consultancy Services (South Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|- do -|- do -|100.2(87)| |10|Tata Consultancy Services Qatar S. S. C. 935 Al Fardan Office Tower, Al Fardan 61, P.O. Box No. 31316, Doha, State of Qatar|- do -|- do -|100.2(87)| |11|Tata Consultancy Services Saudi Arabia Akaria, Centre II, 7 Floor, Office No 712, Kingdom of Saudi Arabia|- do -|- do -|76.2(87)| |12|Tata Consultancy Services Asia Pacific Pte Ltd. 60, Anson Road, # 18-01, Mapletree Anson, Singapore 079914|- do -|- do -|100.2(87)| |13|Tata Consultancy Services Malaysia Sdn Bhd Suite 21-16, Level 21, G Tower, 199, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.|- do -|- do -|100.2(87)| |14|Tata Consultancy Services (China) Co., Ltd. 1st floor, Tower D 3rd Block Zhongguancun Software Park Building No. 9, No. 8 Dongbeiwang West Road, Haidian District, Beijing, Peoples Republic of China|- do -|- do -|93.202(87)| |15|PT Tata Consultancy Services Indonesia Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950|- do -|- do -|100.2(87)| Directors' Report 47 # Annual Report 2016-17 # Name and Address of the Company |Holding/% of Sr. Applicable|Subsidiary/Associate|Shares Held|CIN / GLN|No. Section| |---|---|---|---|---| |16|Tata Consultancy Services (Thailand) Limited|100|-do-|(87)| | |32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, Wattana District, Bangkok| | | | |17|Tata Consultancy Services (Philippines) Inc.|100|-do-|(87)| | |10th Floor Accralaw Tower, 30th St., cor 2nd Ave. E-Square IT Zone, Crescent Park West, Bonifacio Global City, Taguig City Philippines 1634| | | | |18|Tata Consultancy Services Japan, Ltd.|100|-do-|(87)| | |4th Floor, 38 Masonic Mt Building, 4-1-4 Shibakoen, Minato Ku, Tokyo 105-8551, Japan| | | | |19|Tata Consultancy Services Canada Inc.|100|-do-|(87)| | |400 University Avenue, 25th Floor, Toronto, Ontario M5G 1S5, Canada| | | | |20|Tata Consultancy Services De Espana S.A.|100|-do-|(87)| | |C/ Santa Leonor 65, Edificio F 2 planta 28037, Madrid, Spain| | | | |21|Tata Consultancy Services Deutschland GmbH|100|-do-|(87)| | |Messeturm, D-60308 Frankfurt a.M., Germany| | | | |22|Tata Consultancy Services Netherlands BV|100|-do-|(87)| | |Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam, The Netherlands| | | | |23|Tata Consultancy Services Sverige AB|100|-do-|(87)| | |Mäster Samuelsgatan, 42 SE 111 57, Sweden| | | | |24|Tata Consultancy Services Belgium S.A.|100|-do-|(87)| | |Lenneke Marelaan 6, 1932 Sint-Stevens-Woluwe, Belgium| | | | |25|TCS Italia SRL|100|-do-|(87)| | |Corso Italia 1, Milano 20122, Italy| | | | |26|Diligenta Limited|100|-do-|(87)| | |Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom| | | | |27|Tata Consultancy Services Portugal Unipessoal Limitada|100|-do-|(87)| | |Av. José Gomes Ferreira, 15.7 U, 1495-139 Algés Portugal| | | | |28|Tata Consultancy Services Luxembourg S.A.|100|-do-|(87)| | |Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg| | | | |29|Tata Consultancy Services Switzerland Ltd|100|-do-|(87)| | |Thurgauerstrasse 36/38, 8050 Zurich, Switzerland| | | | |30|Tata Consultancy Services France S.A.S.|100|-do-|(87)| | |Tour Franklin - La Defense, 8 100-101 Quartier Boieldieu, 92042 Paris La Defense Cedex, Paris 92053, France| | | | # Directors' Report # Directors' Report |Holding/% of Sr. Applicable|Name and Address of the Company|CIN / GLN|Subsidiary/ Associate|shares No.|Section| |---|---|---|---|---|---| |100|Tata Consultancy Services Osterreich GmbH Schottengasse 1, 1010 Wien, Austria|- do -|- do -|1002(87)|-| |100|Tata Consultancy Services Danmark ApS C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark|- do -|- do -|1002(87)|-| |100|Alti S.A. 88 de Villers, 92300 Levallois Perret, Paris, France|- do -|- do -|1002(87)|-| |100|Planaxis Technologies Inc. 505, Boulevard de la Maisonneuve, Ouest H3A 3C2 Montréal (Quebec), Canada|- do -|- do -|1002(87)|-| |100|ALTI HR S.A.S. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|1002(87)|-| |100|ALTI INFRASTRUCTURES SYSTEMES & RESEAUX S.A.S. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|1002(87)|-| |100|ALTI NV Lenneke Marelaan 6 - 1932 Sint-Stevens-Woluwe (Belgium)|- do -|- do -|1002(87)|-| |100|Tescom (France) Software Systems Testing S.A.R.L. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|1002(87)|-| |100|ALTI Switzerland S.A. ALTI SWITZERLAND SA, avenue Louis-Casaî 18, 1209 Genève (Suisse)|- do -|- do -|1002(87)|-| |100|TEAMLINK Lenneke Marelaan 6 - 1932 Sint-Stevens-Woluwe (Belgium)|- do -|- do -|1002(87)|-| |100|TCS FNS Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|1002(87)|-| |100|TCS Financial Solutions Australia Holdings Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|1002(87)|-| |100|TCS Financial Solutions Australia Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|1002(87)|-| |100|TCS Financial Solutions Beijing Co., Ltd."
+"(04) Floor 3, 10 Futong East Street, Chaoyang District, Beijing, Peoples Republic of China|- do -|- do -|1002(87)|-| |100|TCS Iberoamerica SA Colonia 1329; piso 3, Montevideo, Uruguay|- do -|- do -|1002(87)|-| |100|TCS Solution Center S.A. Ruta 8 km 17500, Zonamerica, Ed 600, Uruguay|- do -|- do -|1002(87)|-| |99.992|Tata Consultancy Services Argentina S.A. Uspallata 3046; Ciudad Autónoma de Buenos Aires, Argentina (CP: C1437JCJ)|- do -|- do -|1002(87)|-| # Annual Report 2016-17 # Holding/% of Sr. Applicable # Subsidiary/Associate |No.|Name and Address of the Company|CIN / GLN|Shares Held|Section| |---|---|---|---|---| |48|Tata Consultancy Services De Mexico S.A., De C.V. Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, México, D.F., México (Postal Code: 03100)|- do -|100|2(87)| |49|TCS Inversiones Chile Limitada Curico 18, Santiago, Chile|- do -|99.992|2(87)| |50|Tata Consultancy Services Do Brasil Ltda Av. Aruanã, 70. Tamboré - Barueri; São Paulo, Brazil (Postal Code: 06460-010)|- do -|100|2(87)| |51|Tata Consultancy Services Chile S.A. Curicó 18, piso 3, Oficina 502, Santiago, Chile|- do -|100|2(87)| |52|TATASOLUTION CENTER S.A Francisco Salazar E10-61 and Camilo Destruge Building INLUXOR 7th Floor; Quito, Ecuador|- do -|100|2(87)| |53|TCS Uruguay S.A. Monte Caseros 2600, Montevideo, Uruguay (Postal Code: 11100)|- do -|100|2(87)| |54|Technology Outsourcing S.A.C. Av. Nicolas Ayllon Nº 2491 (3er. Piso) El Agustino, Peru|- do -|100|2(87)| |55|MGDC S.C. Camino al iteso 8699 el mante tlaquepaque Jalisco, México (Postal Code: 45609)|- do -|100|2(87)| |56|Tata America International Corporation 101, Park Avenue, 26th Floor, New York 10178, U.S.A.|- do -|100|2(87)| |57|CMC Americas Inc. 379 Thornall Street, Edison 08837, New Jersey, U.S.A.|- do -|100|2(87)| |58|TCS e-Serve America, Inc. Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle County, Delaware - 19801|- do -|100|2(87)| |59|CMC eBiz Inc 379 Thornall Street, Edison 08837, New Jersey, U.S.A.|- do -|100|2(87)| # Directors' Report # IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) # i.) Category-wise Shareholding |Category of Shareholders| | |No.of Shares held at the beginning of the year| | | | | |No.of Shares held at the end of the year|% Change during the year| | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | | | |i.e. 01.04.2016| | | | | |i.e. 31.03.2017| | | | | | |Demat|Physical|Total Shares|Demat|Physical|Total Shares|% of Total Shares| | | | | | |A. Promoters| | | | | | | | | | | | |(1) Indian| | | | | | | | | | | | | |(a) Individuals / Hindu Undivided Family| |0|0|0| |0.000|0|0|0.000|0.000| | | |(b) Central Government / State Governments(s)| |0|0|0| |0.000|0|0|0.000|0.000| | | |(c) Bodies Corporate| |1,445,125,286|0|1,445,125,286| |73.341|1,444,515,152|0|1,444,515,152| |73.310|(0.031)| |(d) Financial Institutions / Banks| |0|0|0| |0.000|0|0|0.000|0.000| | | |(e) Others - Trust| |1,607,624|0|1,607,624| |0.082|0|0|0| |0.000|(0.082)| |Sub-Total (A) (1)| |1,446,732,910|0|1,446,732,910| |73.423|1,444,515,152|0|1,444,515,152| |73.310|(0.113)| |(2) Foreign Individuals| | | | | | | | | | | | | |(a) Individuals (Non-Resident / Foreign Individuals)| |0|0|0| |0.000|0|0|0.000|0.000| | | |(b) Bodies Corporate| |0|0|0| |0.000|0|0|0.000|0.000| | | |(c) Institutions| |0|0|0| |0.000|0|0|0.000|0.000| | | |(d) Qualified Foreign Investor| |0|0|0| |0.000|0|0|0.000|0.000| | | |(e) Any Other (specify)| |0|0|0| |0.000|0|0|0.000|0.000| | | |Sub-Total (A) (2)| |0|0|0| |0.000|0|0|0.000|0.000| | | |Total Shareholding of Promoter and Promoter Group (A)| |1,446,732,910|0|1,446,732,910| |73.423|1,444,515,152|0|1,444,515,152| |73.310|(0.113)| |(B) Public Shareholding| | | | | | | | | | | | | |(1) Institutions| | | | | | | | | | | | | |(a) Mutual Funds / UTI| |21,568,174|1,773|21,569,947| |1.095|18,522,768|1,773| |18,524,541|0.940|(0.155)| |(b) Financial Institutions / Banks| |1,006,863|2,703|1,009,566| |0.051|731,730|2,703| |734,433|0.037|(0.014)| |(c) Central Government / State Governments(s)| |700,233|0|700,233| |0.036|1,044,253|0|1,044,253| |0.053|0.017| |(d) Venture Capital Funds| |0|0|0| |0.000|0|0|0.000|0.000| | | |(e) Insurance Companies| |78,604,759|0|78,604,759| |3.989|86,330,709|0|86,330,709| |4.381|0.392| |(f) Foreign Institutional Investors| |200,246,839|0|200,246,839| |10.163|35,648,888|0|35,648,888| |1.809|(8.354)| # Annual Report 2016-17 |Category of Shareholders|No.of Shares held at the beginning of the year (i.e. 01.04.2016)|No.of Shares held at the end of the year (i.e 31.03.2017)|% Change during the year (01.04.16 - 31.03.17)| |---|---|---|---| |(g) Capital Investors Foreign Venture|0|0|0.000| |(h) Investor Qualified Foreign|0|0|0.000| |(I) Foreign Portfolio Investors (Corporate)|131,330,700|297,284,243|8.422| |(j) Any Other (specify)| | | | |Sub-Total (B) (1)|433,457,568|439,562,591|0.308| |(2) Non-Institutions| | | | |(a) Bodies Corporate|6,752,570|4,657,240|(0.106)| |(b) Individuals| | | | |Individual shareholders holding nominal share capital upto ` 1 lakh|64,948,729|62,098,566|(0.146)| |Individual shareholders holding nominal share capital in excess of ` 1 lakh|14,112,114|14,091,398|(0.001)| |(c) Investor Qualified Foreign|0|0|0.000| |(d) Any Other|0|0|0.000| |i Trusts|1,804,991|2,295,183|0.024| |ii Foreign Companies|28|28|0.000| |iii Clearing Members / Clearing House|1,458,692|2,083,603|0.032| |Sub-total (B) (2)|89,077,124|85,226,018|(0.197)| |Total Public Shareholding (B) = (B)(1)+(B)(2)|522,534,692|524,788,609|0.112| |TOTAL (A)+(B)|1,969,267,602|1,969,303,761|0.000| |Shares held by Custodians and against which Depository Receipts have been issued (C)|0|0|0.000| |GRAND TOTAL (A)+(B)+(C)|1,969,267,602|1,969,303,761|0.000| # Directors' Report # ii) ShareHolding of Promoters (including Promoter Group) |Sr."
+"No.|Shareholder's Name|Shareholding at the end of the year 01.04.2016|Shareholding at the end of the year 31.03.2017|% change in shareholding| |---|---|---|---|---| |1|Tata Sons Limited|1,443,451,698|1,443,451,698|0.00| |2|Jamsetji Tata Trust|1,160,280|0|(0.06)| |3|Tata Industries Limited|363,700|3,700|(0.02)| |4|AF-Taab Investment Company Limited|611,352|484,902|(0.01)| |5|Tata Investment Corporation Limited|590,452|550,000|0.00| |6|Navajbai Ratan Tata Trust|447,344|0|(0.02)| |7|Tata International Limited|83,232|0|0.00| |8|Tata Steel Limited|24,400|24,400|0.00| |9|The Tata Power Company Limited|452|452|0.00| |Total| |1,446,732,910|1,444,515,152|(0.11)| # iii) Change in Promoters' (including Promoter Group) Shareholding (please Specify, if there is no change) |Sr. No.|Name of the Shareholder|Shareholding at the beginning of the year as on 01.04.2016|Reason| |---|---|---|---| |1|AF-Taab Investment Company Limited|611,352 (0.03)|Increase/ Decrease in Shareholding| | | |Cumulative Shareholding during the Year| | | | |611,352 (0.03)| | | | | |26.08.2016 Sale of Shares (6,450)| | | | |16.09.2016 Sale of Shares (80,000)| | | | |23.09.2016 Sale of Shares (260,000)| | | | |30.09.2016 Purchase of shares 220,000 (0.01)| |2|Tata Industries Limited|363,700 (0.02)| | | | | |20.01.2017 Sale of Shares (250,000)| | | | |24.01.2017 Sale of Shares (110,000)| |3|Jamsetji Tata Trust|1,160,280 (0.06)| | | | | |20.05.2016 Sale of Shares (118,500)| | | | |27.05.2016 Sale of Shares (1,041,780) (0.06)| # Annual Report 2016-17 # Shareholding Pattern of Shareholders |Sr. No.|Name of the Shareholder|Shareholding at the beginning of the year as on 01.04.2016|Date|Reason|Increase/Decrease in Shareholding during the Year|Cumulative Shareholding| |---|---|---|---|---|---|---| |4|Tata Investment Corporation Ltd|No. of Shares: 590,452 % of Total Shares of the Company: 0.03|23.09.2016|Sale of Shares|(40,452) 0.00|No. of Shares: 550,000 % of Total Shares of the Company: 0.03| |5|Navajbai Ratan Tata Trust|No. of Shares: 447,344 % of Total Shares of the Company: 0.02|20.05.2016|Sale of Shares|(48,100)| | | | | |27.05.2016|Sale of Shares|(399,244) 0.02|No. of Shares: 0 % of Total Shares of the Company: 0| |6|Tata International Limited|No. of Shares: 83,232 % of Total Shares of the Company: 0.00|29.04.2016|Sale of Shares|(83,232) 0|No. of Shares: 0 % of Total Shares of the Company: 0| # Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holder of GDRs and ADRs) |Sr. No.|Top Ten Shareholders*|Shareholding at the beginning of the year 01.04.2016|Cumulative Shareholding at end of the year 31.03.2017| |---|---|---|---| |1|Life Insurance Corporation of India|No of shares: 58,521,537 % of total shares of the company: 2.97|No of shares: 71,841,104 % of total shares of the company: 3.65| |2|First State Investments ICVC- Stewart Investors Asia Pacific Leaders Fund (formerly National Westminster Bank Plc As Depository of First State Asia Pacific Leaders Fund a sub Fund of First State Investments ICVC)|No of shares: 8,285,641 % of total shares of the company: 0.42|No of shares: 16,035,510 % of total shares of the company: 0.81| |3|Abu Dhabi Investment Authority**|No of shares: 14,165,505 % of total shares of the company: 0.72|No of shares: 11,033,526 % of total shares of the company: 0.56| |4|Lazard Emerging Markets Portfolio (formerly Lazard Asset Management LLC A/C Lazard Emerging Markets Portfolio)|No of shares: 7,682,828 % of total shares of the company: 0.39|No of shares: 10,532,329 % of total shares of the company: 0.53| |5|Government of Singapore**|No of shares: 11,299,187 % of total shares of the company: 0.57|No of shares: 9,857,425 % of total shares of the company: 0.50| |6|Oppenheimer Developing Markets Fund|No of shares: 8,309,112 % of total shares of the company: 0.42|No of shares: 9,472,685 % of total shares of the company: 0.48| |7|Vanguard Emerging Markets Stock Index Fund, A series of Vanguard International Equity Index Fund|No of shares: 7,211,765 % of total shares of the company: 0.37|No of shares: 7,500,802 % of total shares of the company: 0.38| |8|Europacific Growth Fund|No of shares: 7,966,000 % of total shares of the company: 0.40|No of shares: 6,854,315 % of total shares of the company: 0.35| |9|Aberdeen Global Indian Equity Limited (formerly Aberdeen Global Indian Equity (Mauritius) Limited)|No of shares: 7,122,473 % of total shares of the company: 0.36|No of shares: 6,272,473 % of total shares of the company: 0.32| |10|Copthall Mauritius Investment Limited|No of shares: 7,361,719 % of total shares of the company: 0.37|No of shares: 6,107,314 % of total shares of the company: 0.31| * The shares of the Company are traded on daily basis and hence the datewise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. ** Various other accounts # Directors' Report # v) Shareholding of Directors and Key Managerial Personnel: |SR. No|Name of the Shareholder|Date|Reason|Shareholding at the beginning of the year 01.04.2016|Cumulative Shareholding at the end of the year 31.03.2017| |---|---|---|---|---|---| |1|Mr. Cyrus Pallonji Mistry*|01-Apr-2016| |No. of shares: 4,163,526 % of total shares of the company: 0.21|No."
+"of shares: 4,163,526 % of total shares of the company: 0.21| |2|Mr. N Chandrasekaran|01-Apr-2016| |No. of shares: 88,528 % of total shares of the company: 0.00|No. of shares: 88,528 % of total shares of the company: 0.00| |3|Mr. Ishaat Hussain|01-Apr-2016| |No. of shares: 1,740 % of total shares of the company: 0.00|No. of shares: 1,740 % of total shares of the company: 0.00| |4|Ms. Aarthi Subramanian|01-Apr-2016| |No. of shares: 2,800 % of total shares of the company: 0.00|No. of shares: 2,800 % of total shares of the company: 0.00| |5|Mr. Rajesh Gopinathan|01-Apr-2016| |No. of shares: 1,130 % of total shares of the company: 0.00|No. of shares: 1,130 % of total shares of the company: 0.00| |6|Mr. N Ganapathy Subramaniam|01-Apr-2016| |No. of shares: 98,880 % of total shares of the company: 0.00|No. of shares: 98,880 % of total shares of the company: 0.00| # Key Managerial Personnel |SR. No|Name of the Shareholder|Date|Reason|Shareholding at the beginning of the year 01.04.2016|Cumulative Shareholding at the end of the year 31.03.2017| |---|---|---|---|---|---| |1|Mr. Ramakrishnan V|01-Apr-2016| |No. of shares: 300 % of total shares of the company: 0.00|No. of shares: 300 % of total shares of the company: 0.00| * ceased to be Director w.e.f. 13.12.2016 # V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (` crore) | |Secured Loans|Unsecured Loans|Deposits|Total| |---|---|---|---|---| |Indebtedness at the beginning of the financial year|177|2|12|191| |i) Principal Amount|177|2|12|191| |ii) Interest due but not paid|0|0|0|0| |iii) Interest accrued but not due|0|0|0|0| |Total (i+ii+iii)|177|2|12|191| |Change in Indebtedness during the financial year| | | | | |Ÿ Addition|0|198|0|198| |Ÿ Reduction|(127)|0|(9)|(136)| |Net Change|(127)|198|(9)|62| |Indebtedness at the end of the financial year|50|200|3|253| |i) Principal Amount|50|200|3|253| |ii) Interest due but not paid|0|0|0|0| |iii) Interest accrued but not due|0|0|0|0| |Total (i+ii+iii)|50|200|3|253| # Notes: 1. These liabilities represent obligations under finance lease including current portion of obligations of ` 50 crore as of March 31, 2017. 2. These represent the bank overdraft of ` 200 crore and other borrowings as of March 31, 2017. 3. These are deposits received on account of sub-lease of premises and from vendors for contracts to be executed. Directors' Report 55 # Annual Report 2016-17 # VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL # A. Remuneration to Managing Director, Whole-time Directors and / or Manager: |Sr. No.|Particulars of Remuneration| | |Name of MD/WTD/Manager| | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | | | | |1|Gross salary|Mr. N. Chandrasekaran (Chief Executive Officer and Managing Director upto February 21, 2017)#|244.93|Mr. N. Ganapathy Subramaniam (Chief Executive Officer and Managing Director (w.e.f February 21, 2017))|66.68|Mr. Rajesh Gopinathan (Chief Operating Officer and Executive Director (w.e.f February 21, 2017))|76.06|Ms."
+"Aarthi Subramanian, Executive Director|81.69| |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961| | | | | |469.36| | | | | | | | | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961| |0.35|0.40|0.40|0.40|1.55| | | | | | | | | |(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961|-|-|-|-|-| | | | | | | | | | |2|Stock Option|-|-|-|-|-| | | | | | | | | |3|Sweat Equity|-|-|-|-|-| | | | | | | | | |4|Commission|-|2,500.00|400.00|350.00|200.00|3,450.00| | | | | | | | |- as % of profit| |0.084|0.013|0.012|0.007|0.116| | | | | | | | | |5|Others, Allowances|270.00|155.55|188.90|89.80|704.25| | | | | | | | | |Total (A)| |3,015.28|622.63|615.36|371.89|4,625.16| | | | | | | | | |Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)|2,97,699.16| | | | | | | | | | | | | | # The remuneration includes compensation for full year i.e., as Chief Financial Officer from April 1, 2016 to February 21, 2017 and as Chief Executive Officer and Managing Director from February 21, 2017 to March 31, 2017 ## The remuneration includes compensation for full year i.e., as President, Financial Services from April 1, 2016 to February 21, 2017 and as Chief Operating Officer and Executive Director from February 21, 2017 to March 31, 2017 # B. Remuneration to other directors: |Sr. No.|Particulars of Remuneration|Fee for attending board / committee meetings|Commission|Others, please specify|Total Amount| | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | | | | | |1|Independent Directors|Mr. Aman Mehta|6.30|265.00|-|271.30| | |Mr. V. Thyagarajan|6.90|180.00|-|186.90| | | | | | | | |Prof. Clayton M. Christensen|1.80|135.00|-|136.80| | | | | | | |Dr. Ron Sommer| |5.40|190.00|-|195.40| | | | | | | | |Dr. Vijay Kelkar|4.80|170.00|-|174.80| | | | | | | |Mr. O. P. Bhatt| |7.50|170.00|-|177.50| | | | | | | |Total (1)|-|32.70|1,110.00|-|1,142.70| | | | | | | |2|Other Non-Executive Directors|Mr. N. Chandrasekaran|0.90|-|-|0.90| | | | | | | |Mr. Cyrus Mistry|1.80|-|-|1.80| | | | | | | | |Mr. Ishaat Hussain|6.90|210.00|-|216.90| | | | | | | | |Mr. Phiroz Vandrevala|0.60|15.00|-|15.60| | | | | | | |Total (2)|-|10.20|225.00|-|235.20| | | | | | | |Total (B)=(1+2)|-|42.90|1,335.00|-|1,377.90| | | | | | | | |Total Managerial Remuneration| | |-|-|1,335.00|-| | | | | |Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)|Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)|29,769.92| | | | | | | | | | | # Directors' Report # C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD |Sr. No.|Particulars of Remuneration| |Key Managerial Personnel| | | | |---|---|---|---|---|---|---| |1|Gross salary| | | | | | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|Mr. Rajesh Gopinathan|Mr. Ramakrishnan V,|Mr. Suprakash Mukhopadhyay, Global Treasury Head and Company Secretary|Total| | | | |66.68|43.43| |35.13|145.24| | |(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961|0.40|-| |26.72|27.12| | |(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961|-|-|-|-| | |2|Stock Option|-|-|-|-| | |3|Sweat Equity|-|-|-|-| | |4|Commission|400.00|-|-|400.00| | | |- as % of profit|0.013| | |0.013| | |5|Others, Allowances|155.55|193.07| |170.60|519.22| | |Total|622.63|236.50| |232.45|1,091.58| * The remuneration includes compensation for full year i.e., as Chief Financial Officer from April 1, 2016 to February 21, 2017 and as Chief Executive Officer and Managing Director from February 21, 2017 to March 31, 2017."
+"**The remuneration includes compensation for full year i.e., as Vice President-Finance from April 1, 2016 to February 21, 2017 and as Chief Financial Officer from February 21, 2017 to March 31, 2017. Note: Please refer to the note given under section III. iv. b. of the Corporate Governance Report. # VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2017. Directors' Report 57 # Annual Report 2016-17 # Form No. MR-3 # Secretarial Audit Report # For The Financial Year Ended 31st March, 2017 (Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2017 according to the applicable provisions of: File: AR_TCS_2016_2017.md 1. The Companies Act, 2013 (the Act) and the rules made there under; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; 4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period) 5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period) 6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) 7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) 8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; # Directors' Report # (vi) Other laws specifically applicable to the Company namely:- - (a) Information Technology Act, 2000 and the rules made thereunder; - (b) Special Economic Zones Act, 2005 and the rules made thereunder; - (c) Software Technology Parks of India rules and regulations - (d) The Indian Copyright Act, 1957 - (e) The Patents Act, 1970 - (f) The Trade Marks Act, 1999 # We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. 2. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."
+"During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. However, the Company has spent an amount of `380 crore against the amount of `446 crore to be spent during the year towards Corporate Social Responsibility, for which an explanation has been provided in the Directors' Report. Further, the Company was unable to file certain forms with the Ministry of Corporate Affairs (MCA), due to technical issues at the MCA's end. # We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, the decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc. We further report that during the audit period, the Company had following event which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.: The Board of Directors of the Company has approved buyback of equity shares of the Company by way of a Tender Offer route through Stock Exchange Mechanism. For Parikh & Associates Company Secretaries P. N. Parikh Partner Mumbai, April 18, 2017 FCS No: 327 CP No: 1228 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. Directors' Report 59 # Annual Report 2016-17 # 'Annexure A' To, The Members Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner Mumbai, April 18, 2017 FCS No: 327 CP No: 1228 # Directors' Report # Management Discussion and Analysis TCS House, Mumbai # Annual Report 2016-17 # Management Discussion and Analysis # 1.0 Overview of the Industry In FY 2017, the global market for Outsourced IT-BPM services grew by 3.9% over the prior year, to $1.2 Trillion. Within that larger market, IT Services grew by 2.5% year on year, driven largely by cloud adoption and package implementation. Business Process Management (BPM) grew by 4% over the prior year. It is worth noting that in a largely fragmented market landscape, TCS has historically grown much faster than the market, driven by significant market share gains on account of a superior execution model. In the latest five-year period, while the market has expanded by a CAGR of 1.7% (IT Services CAGR: 0.5%), TCS showed a CAGR of 11.6% in USD terms."
+"Growth drivers for the industry in FY 2017 remained largely the same as in the prior years, which are efficiency spends and transformational spends of customers. The broad components of industry growth drivers are listed below. TCS considers industry verticals as the primary segment for the business. The four key verticals are: Banking, Financial Services, and Insurance (BFSI); Retail and Consumer Business; Communications, Media, and Technology; Manufacturing; and Others. Others includes Life Sciences and Healthcare; and Energy, Resources, and Utilities. # b. Strategy Customer-centricity is at the core of TCS' strategy and drives all investment decisions. The philosophy is to be technology agnostic and to keep investing in building capabilities in newer areas that customers are looking at, so we can continually expand our participation in customers' spend and stay relevant to them through business and technology cycles. The outcome of our strong relationship focus and unwavering pursuit of execution excellence is a superior service experience for our customers and long, enduring relationships. |IT Services|IT Infrastructure Services|Business Process Services| |---|---|---| |Ÿ Digital transformation|Ÿ Cloud adoption|Ÿ Robotic and cognitive automation| |Ÿ Core system renovation|Ÿ IT infrastructure rationalization|Ÿ Analytics| |Ÿ Simplification, automation, efficiency|Ÿ Market penetration|Ÿ Regulatory and compliance| # 2.0 Our business # a. An overview Tata Consultancy Services is an IT services, consulting, and business solutions organization offering transformational as well as outsourcing services to global enterprises. TCS uses its global delivery capability and full services portfolio - consulting and enterprise solutions, application development and maintenance, assurance services, engineering and industrial services, IT infrastructure services, business process services, and asset leveraged solutions - to deliver high quality, high impact solutions leveraging the latest technologies to customers across multiple regions and industry verticals. This strategy may be visually represented as below: |Scale| | | |---|---|---| |Client-centric model| | | |Expand Addressable Market|Agile Global Delivery Model|Superior, Differentiated Solutions| |Continual Reinvestment|Domain Expertise|Delivery Excellence| |Greater Value| | | |Profitable Revenue Growth|Deep, Enduring Relationships|More Repeat Business| Our geographic footprint consists of North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India, and Middle East and Africa. [1] Source: NASSCOM Strategic Review FY 2017 [2] See Glossary for description of service lines 62 Management Discussion and Analysis A more detailed breakup of the various elements of strategy, their outcomes, and the validation metrics is provided below: |Strategic Element|Outcomes|Validation Metrics| |---|---|---| |Continually investing in improving our customer-centric execution capabilities by:|Superior, differentiated outcomes|Superior client metrics| | |Increased customer satisfaction levels|Strong references and testimonials| | |Deep, enduring relationships|Growing revenue from Digital engagements| | |Improved share of wallet|Resilient pricing| | |More defendable share of wallet|Superior margins| | | |Sustainability of margins| |Investing to expand our addressable market by:|Diversified, de-risked revenue base|Change in segmental mix over time| | |Greater scale of operations| | | |More headroom for sustainable growth|Market share by geography and verticals| | |Greater resiliency through different business cycles| | # 3.0 Leading in a Digital world TCS has successfully navigated through multiple technology cycles over the last five decades, pivoting and adapting each time to build relevant new capabilities and helping our clients realize the benefits of that new technology. Our responsiveness, agility, and adaptability to change have been core to our longevity. With clients launching large scale Digital transformation programs that have deep, complex interlinkages to existing systems, our contextual knowledge, depth, and scale in Digital capabilities position us uniquely to meet their need for certainty and quick time to market. In certain industry verticals like Financial Services and Retail, TCS has gained a significant share of wallet and is the preferred partner for global companies in their Digital initiatives. In the below sections, we discuss the key strategic decisions and investments which gave TCS a head start in racing to the leadership position. # a."
+"Strategic decisions Three key strategic decisions taken in the past decade have played a major role in TCS' ability to successfully navigate this latest technology change to gain leadership in the Digital era: |Strategic Decision|What TCS did|Why it matters now| |---|---|---| |Shift to solution-selling|For over a decade, TCS has been steadily building solutioning skills as well as solution-selling capabilities, and developing business-focused bespoke software solutions for customers.|Enterprises are consuming Digital services not so much in the form of discrete technology skills, but more as holistic business solutions encompassing multiple technologies and services, to serve a greater transformational need.| This transformation entailed developing a deep contextual understanding of the business need, crafting a technology solution to address that need, and selling a business value proposition to a broader set of stakeholders in the client organization. Experience in selling solutions for over a decade has positioned TCS very well to participate in the opportunity that Digital adoption has presented, selling to Business Heads, COOs, CFOs, CMOs, and other CXOs, gaining share from others who are attempting that shift only now. Full Services Capability In 2005, TCS took a strategic decision to build capabilities in adjacent areas like IT Infrastructure Services and Business Process Services. In the last few years, these service lines have grown very well and today make up nearly a fourth of our revenue. The end-to-end capability allows TCS to develop comprehensive Digital solutions that best suit clients' longer-term business requirements, and are free from biases or capability constraints. Management Discussion and Analysis # Annual Report 2016-17 # Strategic Decision |What TCS did|Why it matters now| |---|---| |Customer-centric organization structure|The customer's purchase decision when it comes to Digital solutions is based on the quality of the solution proposed, the contextual understanding demonstrated by TCS, and the business value that the solution represents.| |Reorganizing TCS into multiple verticalized business units in 2008, brought about greater customer centricity - which allowed for building deep contextual knowledge - while at the same time creating a deep and broad pool of domain experts in each industry vertical.|The verticalized, client-centric model has allowed TCS to be very proactive in creating bespoke solutions leveraging our unique contextual knowledge of a client's business.| |Proximity to clients has helped identify opportunities better addressed with software products and platforms. TCS has a differentiated portfolio of top performing, industry specific IP, products and platforms. (See page 69.)|TCS' portfolio of products and platforms has helped establish the Company's domain expertise. Asset leveraged solutions help deliver quicker time to market to clients looking for a competitive edge.| # b. Strategic Investments In this decade, TCS recognized the potential of Digital technologies long before the word itself gained mainstream currency, and made investments ahead of time in building relevant capabilities. Those early investments gave TCS a head start in participating in our customers' Digital journeys. As those journeys progressed and every large enterprise embarked on ambitious Digital transformation programs, we scaled up our investments and transformed ourselves to ensure that we had what it took to partner with them. As detailed in the Annual Report for FY 2016, the investments have been in the following areas: - Gaining scale on newer technologies and capabilities through a massive reskilling exercise and hiring individuals with specialized skills - Re-tooling the Global Network Delivery Model (GNDM™) to incorporate greater levels of automation and collaborative workspaces for adoption of Agile and DevOps models - Building intellectual property (IP) and solution frameworks leveraging our deep domain expertise, technology depth, and partner-solutions from our Co-Innovation Network (TCS COIN™). - Setting up unique co-innovation workspaces designed to encourage joint ideation, creativity, participation, and collaboration with clients. # c. Outcomes Today, TCS has a significant market share in the Digital space. Over 55% of our customers, spanning every single industry vertical, have engaged TCS to partner them in their Digital journey. Revenues from Digital engagements constituted 16.7% of the Company's revenues in FY 2017, growing by 28.8% in constant currency over FY 2016. Customers are recognizing TCS' capacity for innovation. In November 2016, GE awarded TCS the Digital Innovator of the Year for Ecosystem Excellence. ""As a strategic GE Digital partner, TCS is a leading contributor to advancing the industrial app economy. It's Digital Store--an innovative and differentiated approach to application development--includes more than 150 applications, including 50 implemented on the Predix platform,"" their announcement read."
+"The growing market share in Digital and glowing client testimonials of TCS' capabilities are also reflected in the high rankings assigned to TCS in the various competitive assessments pertaining to Digital capabilities, published by various industry analyst firms. In FY 2017, TCS was ranked a Leader among peers in 21 competitive assessments in Digital areas such as Big Data and Analytics (5), IoT (5), Digital Services (4), Mobility (3), Digital Marketing (2), Cloud (1), and Cyber security (1). ""TCS has demonstrated exceptional contextual knowledge in building a suite of digital solutions on the TCS Digital Store, leveraging GE's Predix platform for the Industrial Internet... TCS' capacity for innovation, broad expertise using Predix and strong track record in driving digital transformation for their customers makes them a significant player within our partner ecosystem."" -- Bill Ruh, CEO - GE Digital # 4.0 Talent acquisition, Talent Development, and Retention At a time of profound and rapid technology change, TCS' HR strategy is focused on providing our global, diverse workforce a stimulating environment which is flexible, nurtures social contract, fosters innovation, builds a result- [3] Ref MD&A - AR FY 2011, CEO's Letter - AR FY 2012 [4] See Pages 17 to 32 for insights of the transformation underway at TCS [5] https://www.ge.com/digital/blog/introducing-2016-digital-innovator-year-award-winners 64 Management Discussion and Analysis # Management Discussion and Analysis oriented, high performance culture, and motivates today's multi-generational and mobile workforce to develop themselves personally and professionally. The Company has been leveraging Digital technologies extensively to reimagine its talent acquisition, talent development, and engagement functions. This, and our traditional philosophy of empowering individuals and helping them realize their potential, has made TCS' HR processes and outcomes an industry benchmark. See Reimagining Talent Management on Page 30. # a. Talent Acquisition TCS' talent acquisition strategy is to hire the right competencies required by the business at the right time. In FY 2017, we hired and integrated 78,912 employees - 67,328 in India and 11,584 outside India - a judicious mix of experienced professionals and trainees. Besides being the largest IT recruiter in India for the last many years, we believe we are also the largest net recruiter in the IT Services industry in the US in FY 2017. The global programming competition organized through Campus Commune has found its place in the Limca Book of Records. Running for 5 seasons, it witnessed over 260,000 registrations from more than 3,000 colleges across 18 countries in FY 2017. # b. Talent Diversity TCS is an Equal Opportunity Employer and subscribes to the Tata Code of Conduct in embracing diversity in race, nationality, religion, ancestry, marital status, gender, age, ethnic origin, physical ability, and sexual orientation. Compensation levels are merit-based, determined by qualification, experience levels, special skills if any, and performance. Gender and any of the other diversity parameters do not play a part in determining compensation levels. TCS has a well-defined Diversity and Inclusion Policy. TCS' diversity-focused talent acquisition strategy has resulted in greater diversity of gender, geographic locations, and academic discipline. TCS is today one of the world's largest employer of women. TCS continues to remain the preferred employer at leading engineering campuses in India. The Company's college recruitment efforts in USA, Canada, Latin America, China, and Hungary have been progressing well with very encouraging outcomes. TCS has also been recruiting graduates from the Top 10 B-Schools in the US for key business roles. Academic institutes are key partners in TCS' talent acquisition strategy. Our Academic Interface Program (AIP) is a structured approach to building strong, enduring relationships with top universities globally. In FY 2017, our AIP outreach covered a total of 1,232 institutes globally through both student and faculty-focused activities like workshops, internships, sponsorship of contests, faculty development programs, research scholarships, curriculum review, establishing technical institutes, and so on. Campus Commune, our unique student engagement portal that helps students collaborate and network with their peer groups globally now has over 1 million students in 19 countries as registered users. It also helps them in Digital learning through webinars, educational videos, and blog posts by experts in various fields, grooming them for the ensuing professional life. We use programming contests such as TESTimony, EngiNx, GameOn, and CodeVita to spot and hire top talent. In FY 2017, we recruited over 1,100 crack programmers through this gamified approach."
+"CodeVita, ""Huge congratulations to TCS … They have demonstrated a commitment to fundamentally changing workplace processes and cultures to make them inclusive to all, benefitting women and men at every level in their organization, and I hope they inspire other employers to do the same."" -- Kathryn Nawrockyi, Gender Equality Director Business in the Community, UK Progressive policies such as extended parental leave, special focus on security of women employees, mentoring program for junior women employees (nWin), discussion circles to help women through major life stages; a reorientation program to re-connect employees after long leave; projecting profiles of inspirational women leaders (Be-Inspired); special leadership development programs to address the needs and aspirations of women; a learning module to equip mid-level managers to work with diverse teams; a virtual support group called 'Workplace Parents Group' on child psychology; and parenting workshops for working parents have all gone toward making the workplace more gender-equal. TCS was named as one of the UK's leading employers for women in The Times Top 50 Employers for Women, in recognition of our commitment to gender equality and for providing women avenues to pursue their professional aspirations. # Annual Report 2016-17 TCS celebrated the second anniversary of its all-women BPS and IT Centre at Riyadh, Saudi Arabia. The center employs over 1,000 women, of which 85% are local hires. This innovative socio-economic development model promotes long-term career opportunities for Saudi women. Our Center of Excellence for Accessibility works on IT solutions for differently-abled individuals, aiding their integration into the workforce. In addition to building diversity within our own workforce, TCS works actively to encourage greater diversity in the workforce in the communities we work in. More details are available in the Corporate Sustainability section of this report. # c. Talent Development There are only legacy technologies, no legacy people. -- N Chandrasekaran, Chairman, TCS Investment in human capital by equipping employees with skills - soft skills, design skills, multi-technology skills, and domain skills - has been one of the biggest drivers of value creation at TCS. TCS has navigated through the Digital wave by investing in re-skilling its workforce and working to continually deepen and broaden employees' skills in those new technologies. The sheer scale and rapidity of technology change has required a reimagined approach to reskilling, quickly and on scale. More details are provided on pages 30-31. Leadership training is a big focus area for TCS. A newly designed Leadership Development Program (LDP) for entry-level managers has been launched globally. The reach of LDP for middle-level managers has been expanded. A number of senior leaders at TCS are certified coaches, and they mentor and coach upcoming leaders. A special program designed for grooming mid-level women managers for leadership roles has started showing positive results. Cultural and Language Initiatives (CLI) focus on the three Cs - culture, communication, and collaboration. Some of these initiatives are: country-specific 'culture shots' offering training for first-time visitors to a new country, training on English language for non-English speaking employees, and training on 11 foreign languages. # d. Career Management TCS has started multiple initiatives to help employees grow in their careers: - 'CareerHub' is a platform that captures employees' career aspirations and provides mentoring services. Employees can choose their own mentor based on a match with their aspirational skill sets. - Inspire: A specialized program used to groom and provide fast-track career progression to high potential employees. - Structured coaching programs at senior leadership levels to make them realize their full potential. - Leadership review and assessment profile of all leaders to maintain a healthy succession pipeline. # e. Talent Engagement Some of the platforms and initiatives we have at TCS to enhance and enrich employee engagement are: - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing, and for reward and recognition. - Safety First: Initiative focused on employee safety and security. - Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness. - Purpose4life: Forum for volunteering for community projects in the areas of Education, Health and Environment. - Maitree: Helps in improving employee bonding within the organization and promoting work-life balance, thereby, increasing employee retention. - PULSE: Our annual employee engagement and satisfaction survey; the organization's formal listening forum. # f. Talent Retention TCS' employee retention record has been an industry benchmark, with our attrition rates being the lowest in the industry."
+"In FY 2017, TCS' attrition rate in IT Services was 10.5% and overall attrition, including BPS was 11.5% (FY 2016: 14.7% and 15.5% respectively). This is not only a best-in-class metric, but also the lowest attrition rate at TCS in the last three years. # g. Compliance File: AR_TCS_2016_2017.md A robust internal check process is deployed to prevent and limit the risk of non-compliance. TCS' HR Compliance Cell tracks the various acts and laws pertaining to immigration, employment, and labor, in all the countries of operation. The Company approaches compliance from both, reactive and proactive standpoints. # 5.0 FY 2017 Revenue Performance TCS' consolidated revenue in FY 2017 was ` 117,966 crore (FY 2016: ` 108,646 crore), a revenue growth of 8.6% (FY 2016: 14.8%). Movements in currency exchange rates through the year resulted in a positive impact of +0.3% on the revenue. The constant currency revenue growth for the year, which is reported revenue growth stripped of the currency impact, was 8.3%. # Revenue break-up by Industry Vertical, Geography, and Service Line |Industry Vertical|MEA|LatAm|APAC|Others|India|BFSI|Mfg|CMT|Retail & Con Biz| |---|---|---|---|---|---|---|---|---|---| |Revenue by Industry Verticals|15.3%|2.5%|2.1%|6.3%|40.3%|10.6%|16.5%|17.3%| | |Revenue by Geography|N America|Europe|UK| |---|---|---|---| | |54.0%|11.6%|13.9%| |Revenue by Service Line|EIS|ALS|ITIS|EntSol|BPS| |---|---|---|---|---|---| | |4.9%|2.9%|16.1%|17.6%|11.7%| Details of the Company's Financial Performance are provided in Section 8.0. The current section covers the nature of demand for our services this year that drove our revenue performance and segmental performance, along with qualitative commentary. # a. Segmental Performance Industry verticals make up the primary reporting segments for TCS. From a segmental point of view, with the exception of the Retail and Consumer Business segment, all the other segments contributed revenue growth close to the company average or higher. In particular, the Manufacturing, Life Sciences (including healthcare), and Energy, Resources, & Utilities verticals grew in the mid-teens or above. Segment revenues, year on year growth, a brief commentary, and segment margins are provided below. Please note that the HiTech segment has been reclassified under the Communication, Media, and Technology (previous reported as Telecom, Media, and Entertainment) reportable segment. Likewise, the Travel, Transportation, and Hospitality segment has been reclassified under Retail and Consumer Business (previously reported as Retail and Consumer Packaged Goods). |Industry Vertical|Revenue (FY 16)|YoY Rev Growth|Commentary|Segment Margin %(FY 16)| |---|---|---|---|---| |Banking, Financial Services, and Insurance|47,505|7.6%|The BFSI industry revenue growth has been in line with the Company's overall growth. Focus on cost optimization, simplification and agility led to greater spending on automation and cloud adoption. Risk management and compliance continues to drive spending. However, uncertainties arising from key political events like Brexit and US elections led to holding back of discretionary spending - especially by large global banks - on account of which revenue growth in FY 2017 was lower than that in FY 2016.|27.6%| |Manufacturing|12,486|14.5%|The Manufacturing business segment significantly outperformed the rest of the Company in terms of revenue growth, driven by (a) cloud adoption and core system modernization, (b) IT integration in M&A scenarios, (c) greater demand for embedded software and (d) Digital adoption (IoT, robotics, AI, and so on). TCS' successful leverage of domain expertise, technology depth. IP and consulting capability helped the organization win key transformational deals.|28.4%| Management Discussion and Analysis # Annual Report 2016-17 |Industry Vertical|FY 17 Revenue (FY 16)|YoY Growth|Segment Commentary|Margin %| |---|---|---|---|---| |Retail and Consumer Business|20,459 (19,204)|6.5%|After years of outperformance, the Retail and Consumer Business segment underperformed this year, with revenue growth lagging behind the Company average, mainly on account of a slowdown in the Retail sector. Buffeted by weak sales and strong competition from online players, traditional retailers are cutting operating expenses as evidenced by news of store closures and layoffs by major retailers in the US and elsewhere. Clients continue to invest in their Digital programs but the spending is under pressure.|28.1% (27.6%)| |Communication, Media, and Technology|19,521 (18,040)|8.2%|The Communication, Media and Technology segment had revenue growth in line with the Company average after many years of underperformance. Growing convergence of the telecom and media worlds is resulting in greater investments - largely Digital - in moving upstream and into adjacencies. TCS' strong domain expertise and intellectual property is also giving us better traction in this segment.|28.2% (28.6%)| |Others|17,995 (16,330)|10.2%|Under Others, the biggest components namely, Life Sciences & Healthcare and Energy, Resources & Utilities grew by 14% and 18% respectively, driven by our continued demonstration of deep domain expertise, capacity for innovation and intellectual property in the respective areas."
+"Overall growth was dragged down by the miscellaneous segment which declined year on year.|24.0% (26.1%)| The key areas of customer spending that drove across the different verticals this year were: - Experience first: Customer-centric initiatives focusing on superior user experience in an omni-channel context - Business model transformations and strategic investments in response to new, technology-led disruptions - Data for competitive advantage: Investments in enterprise data fabric and insights platforms - Supply chain transformation for greater responsiveness and to realize omni-channel proposition - Modernization of core systems to support Digital strategies and enable innovation in product development - Governance, Risk, and Compliance (GRC) initiatives in industries like BFSI, and Life Sciences and Healthcare, in response to a shifting regulatory environment - Enterprise-wide Agile delivery model adoption for quicker time to market and for constant innovation - Automation, simplification, rationalization, shared services, and cloud-first strategies to optimize cost and bring agility # Management Discussion and Analysis # TCS Products and Platforms New customers: 95+ in FY 17 Patents: 3,359 filed | 478 granted # iON TM Assessment: - Over 81 million candidates assessed # TCS BaNCS: - The universal financial platform - Processed more than 1.3bn global accounts, comprising approximately 15% of the global population - 22 new customers in FY17 - TCS BaNCS Insurance serviced 20mn life annuity and pension policies, and 135mn property policies # Ignio TM: - World's first neural automation system for IT operations in enterprises - 17 new customers in FY17 - 71 patents filed # TCS' Advanced Drug Development Platform: - Transforming clinical research by harnessing digital technologies to minimize human intervention - 11 global customers including two new customers in Q4 in FY17 - Handled data of over 65,000 patients # Optumera TM: - Digital merchandising suite - 5 of the world's leading retail customers # TCS HOBS: - Pre-integrated end-to-end platform for telecom business and operations support systems - 8 new customers in FY17 - Filed 2 new patents # TAP TM: - Accounts payable platform - Processed over 20mn accounts in FY17 # TCS MasterCraft TM: - Digital platforms to optimally automate and manage IT processes - 80 customers including 20 new customers in FY17 - Over 130 patents filed # Management Discussion and Analysis 69 # Annual Report 2016-17 # 6.0 Business Outlook The world output is expected to accelerate to 3.4% in 2017, with across the board acceleration in GDP growth. The advanced economies as a set are expected to grow by 1.9%, a 30 bps acceleration year on year. However, within that set, the outlook is mixed, with US accelerating to 2.3% while the UK and Euro Area are expected to decelerate year on year to 1.5% and 1.6% respectively. Most of the emerging market and developing economies are expected to perform better in 2017. Analyst forecasts point to a modest acceleration in worldwide IT spend forecasts. Based on extensive conversations with customers, TCS expects continued investments in the ongoing journey to building a Digital enterprise. Investments in Digital are expected along the following themes: - Digital Spine: Core modernization, Digitization, Simplification, Automation, Robotics, Cyber Security, IoT, Blockchain, APIfication, and Cloud - Intelligent Enterprise: Big Data Analytics, Cognitive Computing, Machine Learning, Customer insights, Monetization of data, Social - Experience First: Seamless transactions across channels and touchpoints, Virtual / Augmented / Mixed Reality, gamification, chatbots # 7.0 Risk Management and Compliance A robust enterprise compliance management (ECM) framework and process has been deployed across TCS. The process is enabled by a Digital platform that provides an enterprise-wide view of compliance across global locations. The Company ensures compliance of all applicable laws globally, including those relating to employment, visas, taxation, forex and export controls, health, safety and environment (HSE), company laws, establishment, SEZ regulations, data privacy, anti-bribery and anti-corruption regulations, and IT security. A committee at the corporate level oversees and monitors the deployment of the compliance function. Changes in the applicable regulations are tracked on a global basis. |Key Risks|Impact on the Company|Mitigation| |---|---|---| |Global Political and Economic Scenario|Technology investments by corporates have shown strong correlations with GDP growth. TCS derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. With changing political dynamics in major markets such as the US, the UK, and elections in some key European countries, uncertainties in economic outlook in these markets can impact technology spend, and thereby constrain the Company's growth potential.|Broad-based, de-risked business mix, well diversified across geographies and industry verticals."
+"Capabilities and value propositions addressing the discretionary as well as non-discretionary portions of client spend. Target market segments which might provide counter-cyclical support.| |Restrictions on Global Mobility|Distributed software development models require the free movement of people across countries. Growing protectionism in many key markets poses a threat to the global mobility of skilled professionals. There are multiple draft legislations in the United States to restrict the availability of work visas. Similar protectionist steps are being considered by some other countries. If implemented, this could result in project delays, increased costs and margin pressures.|Reducing our dependency on work visas through increased local hiring and focusing on local mobility and training across all major geographies of operation. Increased outreach to legislative/regulatory stakeholders, important trade bodies, think tanks and research institutes. Showcasing investments, employment generation and innovation capabilities to the appropriate audiences. Active engagement in STEM initiatives designed to structurally increase the availability of engineering talent in major markets.| # Business Model Changes Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. This is resulting in increased demands on the Company's agility to keep pace with the changing customer expectations. - Continued investments in Digital through large scale reskilling, external hiring, IP development and successful leverage of deep contextual knowledge. - Focus on Research and Innovation efforts leveraging in-house expertise, alliance partnerships, and strong connections in the startup ecosystem. - Strategic focus on Agile, Cloud, and Automation. - Strong customer-centricity which results in organization structures (and reorganizations) that are always aligned to customer needs. [6] http://www.imf.org/en/Publications/WEO/Issues/2016/12/27/A-Shifting-Global-Economic-Landscape 70 Management Discussion and Analysis # Key Risks |Impact on the Company|Mitigation| |---|---| |Litigation Risks Given the scale and geographic spread of the company's operations, litigation risks can arise from commercial disputes, perceived violation of intellectual property rights and employment related matters. Our rising profile and scale also makes us a target to litigations without any legal merit. This risk is inherent to doing business across the various countries and commensurate with the risks faced by other players similarly placed in the industry. In addition to incurring legal costs and distracting management, litigations garner negative media attention and pose reputation risk. Adverse rulings can result in substantive damages.|Ÿ Internal processes and controls adequately ensure the protection of intellectual property and also that potential disputes are promptly brought to the attention of management and dealt with appropriately. Ÿ The company has a team of in-house counsel in all major geographies it operates in. It also engages a network of highly respected global law firms in the countries it operates in. Ÿ There is a robust mechanism to track and respond to notices as well as defend the Company's position in all claims and litigation.| |Currency Volatility Volatility in currency exchange movements results in transaction and translation exposure. The Company's functional currency is the Indian Rupee. Appreciation of the Rupee against any major currency results in the revenue denominated in that currency to appear lesser in reported terms. Further, there could be collection losses if the exchange rates move between the time revenue is booked and the invoice amount is collected.|Ÿ TCS follows a currency hedging policy that is aligned with market best practices, to limit the impact of exchange volatility on earnings and collections. Ÿ Hedging strategy is monitored by the Risk Management Committee on a regular basis.| |Data Privacy and Protection Privacy and protection of personal data is an area of increasing concern across countries. Sensitive data has to be protected from individuals trying to gain unauthorized access or misusing access provided in business context. Any violation or security breach can result in liabilities, penalties and reputational impact.|Ÿ A global Privacy Policy is in place covering all applicable geographies and areas of operations. Ÿ The Company has continued focus on employee related agreements with respect Personally Identifiable Information (PII) and Sensitive Personal Data and Information (SPDI). Ÿ Data protection controls are a part of the engagement security management process. Ÿ Robust risk response mechanisms are in place to cater to protection of sensitive data in TCS ecosystem as well protection of such data in client-managed networks in Offshore/Global Delivery Centers. Ÿ Sensitive and complex engagements leverage industry standard practice of data masking technologies to protect PII and SPDI."
+"Ÿ The Company also utilizes a combination of online training, educational tools, social media and other awareness initiatives regarding data privacy and protection to foster a culture of awareness and responsibility among its employees.| |Cyber Security Risks of cyber attacks on the Company's networks are forever a threat on account of the fast evolving nature of the threat, with perpetrators continually seeking to bypass known defenses. The impact of a breach could range from reputational to legal and financial.|Ÿ Investments in automated prevention and detection solutions. Ÿ Continued reinforcement of stringent security policies & procedures; Ÿ Collaboration with CERT and other private Cyber Intelligence agencies, and enhanced awareness of emerging cyber threats. Ÿ Enterprise-wide training and awareness programs on Information Security. Ÿ Internal and external audits.| |Global Regulatory Compliance Increasing complexity of global regulatory compliance landscape continues to be a focus area. As a global organization, the company has to demonstrate compliance to laws across jurisdictions, covering areas such as Employment & Immigration laws, Taxation, Foreign Exchange & Export Controls, HSE regulations, Anti-corruption laws, Data Privacy requirements, and so on. Failure could result in penalties and reputational damage.|Ÿ A comprehensive global compliance management framework has been deployed across the Company. Ÿ Global regulatory compliance certification is fully digitized and covers compliance across all the locations of the Company.| Management Discussion and Analysis 71 # Annual Report 2016-17 # 8.0 Analysis of Financials The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as TCS or the Company) are prepared in compliance with the Companies Act, 2013 and Indian Accounting Standards, Rules 2015 (Ind AS). In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, read with Section 133 of the Companies Act, 2013, TCS has adopted the Indian Accounting Standards (Ind AS) for preparation of its financial statements with effect from April 1, 2016, with comparative financials for the earlier period beginning April 1, 2015. TCS had been earlier publishing its financial statements prepared under the Indian GAAP and IFRS. The company has made available a note explaining the areas of difference between Indian GAAP and Ind AS and explained the reconciliation between the two GAAPs. The same can be found at https://www.tcs.com/investor-relations. The discussions herein below relate to the consolidated statement of profit and loss for the year ended March 31, 2017, the consolidated balance sheet as at March 31, 2017 and the consolidated cash flow statement for the year ended March 31, 2017. The consolidated results are more relevant for understanding the performance of TCS. Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the consolidated financial statements 2 (a) to (r). # CONSOLIDATED FINANCIAL RESULTS The following table gives an overview of the financial results of the Company: (` crore) | |FY 2017|% of Revenue|% Growth Compared to FY 2016|FY 2016|% of Revenue| |---|---|---|---|---|---| |Revenue from operations|117,966|100.0|8.6|108,646|100.0| |Expenses| | | | | | |Employee benefit expense|61,621|52.2|11.3|55,348|50.9| |Other Operating expenses|24,034|20.4|6.3|22,621|20.8| |Total expenditure|85,655|72.6|9.9|77,969|71.8| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|32,311|27.4|5.3|30,677|28.2| |Depreciation and amortisation expense|1,987|1.7|5.2|1,888|1.7| |Finance costs|32|0.0|(3.0)|33|0.0| |Other income (net)|4,221|3.6|36.9|3,084|2.8| |Profit before taxes (PBT)|34,513|29.3|8.4|31,840|29.3| |Tax expense|8,156|6.9|8.7|7,502|6.9| |Profit after taxes and before Non Controlling Interest|26,357|22.3|8.3|24,338|22.4| |Earnings per share (in `)|133.41| |8.3|123.18| | |Profit for FY 2017 attributable to:| | | | | | |Shareholders of the Company|26,289|22.3|8.3|24,270|22.3| |Non controlling interests|68| | |68| | # Summary: - Revenue: The revenue of the Company aggregated ` 117,966 crore in FY 2017 (` 108,646 crore in FY 2016), registering a growth of 8.6%. - Earnings before interest, tax, depreciation and amortization (EBITDA): The EBITDA aggregated ` 32,311 crore in FY 2017 (` 30,677 crore in FY 2016) - a growth of 5.3%. - Profit before tax (PBT): PBT aggregated ` 34,513 crore in FY 2017 (` 31,840 crore in FY 2016) - a growth of 8.4%. - Profit after tax (PAT): PAT aggregated ` 26,289 crore in FY 2017 (` 24,270 crore in FY 2016) - a growth of 8.3%. - Earnings per share (EPS): EPS aggregated ` 133.41 in FY 2017 (` 123.18 in FY 2016) - a growth of 8.3%. 72 Management Discussion and Analysis # Analysis of revenue growth FY 2017 witnessed significant volatility in exchange rates particularly affecting GBP, YEN throughout the year."
+"Average currency rates during FY 2017 compared to those in FY 2016 are given below: |Growth attributable to|FY 2017 (%)|FY 2016 (%)| |---|---|---| |Business growth|8.3|11.9| |Impact of Exchange rate|0.3|2.9| |Total Growth|8.6|14.8| |Currency|Weightage (Average)|FY 2017 (Average)|FY 2016 (Average)|Change in Average Rates| |---|---|---|---|---| |USD|57.0%|67.13|65.45|2.6%| |GBP|12.1%|87.35|98.62|(11.4%)| |EUR|8.0%|73.27|72.29|1.3%| |CAD|2.9%|51.01|49.96|2.1%| |AUD|3.9%|50.41|48.17|4.7%| |YEN|2.7%|0.62|0.56|11.0%| The net impact of such movement in exchange rates on revenue of the Company has been a positive variance of 0.3% in FY 2017 (positive variance of 2.9% in FY 2016). # Employee benefit expenses Employee benefit expenses include salaries which have fixed and variable components, contribution to retirement funds and pension schemes. It also includes expenses incurred on staff welfare. Employee benefit expenses aggregated ` 61,621 crore in FY 2017, representing 52.2% of revenue as compared to an expense of ` 55,348 in FY 2016, representing 50.9% of revenue. The increase in Employee benefit expenses is in line with the business growth and increase in local hires. |FY 2017|` crore|% of revenue|FY 2016|` crore|% of revenue|% growth| |---|---|---|---|---|---|---| |Salaries, incentives and allowances|55,537|47.1|49,902|45.9|11.3| | |Contributions to provident and other funds|4,189|3.5|3,939|3.6|6.4| | |Staff welfare expenses|1,895|1.6|1,507|1.4|25.8| | |Total|61,621|52.2|55,348|50.9|11.3| | # Annual Report 2016-17 # Operations and other expenses Operations and other expenses aggregated ` 24,034 crore in FY 2017, representing 20.4% of revenue as compared to an expense of ` 22,621 crore in FY 2016, representing 20.8% of revenue. Operations and other expenses, as a percentage of revenue, have remained steady. | |FY 2017| |FY 2016| |% growth| |---|---|---|---|---|---| |Fees to external consultants|` 8,854|7.5|` 8,412|7.7|5.3| |Facility running expenses|` 3,685|3.1|` 3,406|3.1|8.2| |Cost of equipment and software licenses|` 2,808|2.4|` 2,571|2.4|9.2| |Travel expenses|` 2,786|2.4|` 2,664|2.5|4.6| |Communication expenses|` 1,067|0.9|` 1,107|1.0|(3.6)| |Bad debts and advances written off, allowance for doubtful receivables and advances (net)|` 125|0.1|` 135|0.1|(7.4)| |Other expenses|` 4,709|4.0|` 4,326|4.0|8.9| |Total|` 24,034|20.4|` 22,621|20.8|6.2| # Earnings before interest, tax, depreciation and amortisation (EBITDA) In FY 2017, EBITDA was ` 32,311 crore (` 30,677 crore in FY 2016). EBITDA as a percentage of Total Revenue is down from 28.2% in FY 2016 to 27.4% in FY 2017. The decline in EBITDA margin is primarily attributable to increase in employee benefit expenses. # Tax expense Tax expense increased to ` 8,156 crore in FY 2017 from ` 7,502 crore as reported in FY 2016. The effective tax rate has remained steady. (FY 2017: 23.6%, FY 2016: 23.6%) # Other Income (net) Other income increased from ` 3,084 crore in FY 2016 to ` 4,221 crore in FY 2017 primarily due to an increase in exchange gain (net) by ` 498 crore and an increase in interest on investments by ` 518 crore, arising out of effective treasury management. Other Income as a percentage of revenue increased from 2.8% in FY 2016 to 3.6% in FY 2017. # Profit after tax attributable to shareholders Profit after tax attributable to shareholders in FY 2017 was ` 26,289 crore as compared to ` 24,270 crore in FY 2016. Net Profit Margin remained unchanged Y-o-Y at 22.3%. # Depreciation and amortisation expense Depreciation and amortisation expense increased from ` 1,888 crore in FY 2016 to ` 1,987 crore in FY 2017. As a percentage of revenue, this group of expenses remained constant at 1.7% in FY 2016 and FY 2017. # Profit before taxes (PBT) In FY 2017, PBT was ` 34,513 crore (` 31,840 crore in FY 2016). As a percentage of revenue, PBT remained constant at 29.3%. Decline in EBITDA Margin was offset by an increase in Other Income. 74 Management Discussion and Analysis # FINANCIAL POSITION -- CONSOLIDATED | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |EQUITY AND LIABILITIES| | | |Shareholders' funds|86,214|71,072| |Non Controlling interest|366|355| |Non-current liabilities|2,160|2,100| |Current liabilities|14,512|15,569| |TOTAL|103,252|89,096| | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |ASSETS| | | |Goodwill|1,597|1,669| |Non-current investments|344|343| |Other non-current assets including property, plant and equipment|20,785|23,871| |Current investments|41,636|22,479| |Trade receivables|22,684|24,073| |Unbilled revenue|5,351|3,992| |Cash and bank balances|3,597|6,295| |Short-term loans and advances|2,909|2,743| |Other current assets|4,349|3,631| |TOTAL|103,252|89,096| # Share Capital | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |Authorised| | | |460.05 crore equity shares of ` 1 each|460|460| |105.03 crore redeemable preference shares of ` 1 each|105|105| |Total|565|565| |Issued, subscribed and fully paid-up| | | |197.04 crore equity shares of ` 1 each (197.04 crore equity shares of ` 1 each as at March 31, 2016)|197|197| |Total|197|197| There has been no change in the Share Capital of the Company in FY 2017."
+"# Reserves and Surplus Reserves and Surplus at the end of FY 2017 stood at `86,017 crore, an increase of 21.4% over `70,875 crore at the end of FY 2016. A brief description of the Company's Reserves and Surplus is provided below: - Capital Redemption Reserve primarily arises when companies redeem preference shares. In the absence of such activity, this reserve has not shown any movement during FY 2017. - Share Premium represents the surplus of proceeds received over the face value of shares, at the time of issue of shares. There was no movement in this reserve because there was no share issue during FY 2017. - For the purpose of consolidation of subsidiaries with the financial statement of the holding company, income and expenses are translated at average rates and the assets and liabilities are stated at closing rate. Use of such different rates for translation gives rise to exchange difference which is accumulated in Foreign Currency Translation Reserve. The movement in this reserve is due to fluctuation in exchange rates of currencies in FY 2017. - The gains / losses in cash flow hedges are reflected in the Cash Flow Hedging Reserve. Note 28 (b) to the consolidated financial statements gives details of the movement. - In the absence of any transfer to the General Reserve, there has been no movement in the General Reserve this year. - Statutory Reserve represents the amounts maintained by certain foreign subsidiaries who are required to maintain such a reserve under specific local regulations. The movement is due to statutory transfer from Retained earnings in those foreign subsidiaries. - Special Economic Zone Re-investment Reserve has been created under the Income Tax Act - Sec 10AA - to avail the extension of exemption benefit relating to business in SEZ areas. - Investment Revaluation Reserve represents the net mark to market gains on investments measured at fair value through other comprehensive income. Note 17 (B) (a) to the consolidated financial statements gives details of the movement. - The balance in the Retained Earnings primarily represents the surplus after payment of dividend (including tax on dividend) and transfer to reserves. | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |Capital Reserve|75|75| |Capital Redemption Reserve|523|523| |Share Premium|1,919|1,919| |Foreign Currency Translation Reserve|939|1,408| |Cash Flow Hedging Reserve|88|49| |General Reserve|10,549|10,549| |Statutory Reserve|218|185| |Special Economic Zone Re-investment Reserve|97|-| |Investment Revaluation Reserve|538|54| |Retained Earnings|71,071|56,113| |Total|86,017|70,875| # Annual Report 2016-17 # Short Term and Long Term Borrowings File: AR_TCS_2016_2017.md Secured overdraft was NIL as at March 31, 2017 (` 112 crore in FY 2016) and unsecured overdraft was ` 200 crore as at March 31, 2017 (` 1 crore in FY 2016). The decrease in Secured loans for long-term maturities of finance lease obligations from ` 83 crore in FY 2016 to ` 71 crore in FY 2017 was due to net payments on finance leases during the year. The Company's long-term obligations under finance lease, are secured against fixed assets obtained under finance lease arrangements. The maturity profile of the finance lease obligations (both long term as shown in this table and short term as shown under ""other liabilities"") is disclosed in detail in Note 27 to the Consolidated Financial Statements. |(` crore)|(` crore)|(` crore)|As at March 31, 2017|As at March 31, 2017|As at March 31, 2016|As at March 31, 2016| | | | | |---|---|---|---|---|---|---| | | |Short-term borrowings| |Long-term borrowings|Total borrowings| | |Secured loans: overdraft from banks|-|112|-|-|-|112| |Unsecured loans: overdraft from banks|200|1|-|-|200|1| |Secured loans: long-term maturities of finance lease obligations|-|-|71|83|71|83| |Total|200|113|71|83|271|196| # Trade Payables Trade payables (current liabilities), representing payables for purchase of goods and services decreased from ` 7,541 crore as at March 31, 2016 to ` 6,279 crore as at March 31, 2017. As a percentage of revenue, trade payables have decreased from 6.9% in FY 2016 to 5.3% in FY 2017. # Short-term and long-term provisions The increase in short-term provisions from ` 1,750 crore in FY 2016 to ` 1,928 crore in FY 2017 is mainly attributable to increase in Provision for employee benefits amounting to ` 1,862 crore as at March 31, 2017 (`1,635 crore as at March 31, 2016). Provision for employee benefits, short-term and long-term represent the provision on 1) Gratuity 2) Other employee benefit obligations / plans 3) Leave. Note 23 (A) & (B) to the consolidated financial statements gives the breakup of the employee benefit obligation."
+"Short-term provision for foreseeable loss on a long term contract declined to ` 66 crore as at March 31, 2017 (`115 crore as at March 31, 2016). Provision for foreseeable loss on a long term contract occurs when the estimated cost to completion exceeds the future revenue. Long Term Provisions increased from ` 277 crore in FY 2016 to ` 284 crore in FY 2017. |(` crore)|(` crore)|(` crore)|As at March 31, 2017|As at March 31, 2017|As at March 31, 2016|As at March 31, 2016| | | | | |---|---|---|---|---|---|---| | |Short-term provisions| |Long-term provisions| |Total provisions| | |Provision for employee benefits|1,862|1,635|245|237|2,107|1,872| |Provision for foreseeable loss on a long term contract|66|115|39|40|105|155| |Total|1,928|1,750|284|277|2,212|2,027| # Other current and non-current liabilities Other current liabilities increased from ` 2,996 crore as at March 31, 2016 to ` 3,143 crore as at March 31, 2017. The increase was primarily due to: - Increase in Unearned and Deferred Revenue from ` 1,359 crore as at March 31, 2016 to ` 1,398 crore as at March 31, 2017. - Advance received from customers increased from ` 164 crore as at March 31, 2016 to ` 330 crore as at March 31, 2017. - Increase in other liabilities to ` 114 crore as at March 31, 2017 (` 92 crore as at March 31, 2016) mainly on account of operating lease liabilities recognised in advance, on account of straightlining the rental over the lease period. - Indirect tax payable and other statutory liabilities decreased from ` 1,381 crore as at March 31, 2016 to ` 1,301 crore as at March 31, 2017. Other non-current liabilities decreased from ` 442 crore as at March 31, 2016 to ` 432 crore as at March 31, 2017. # Management Discussion and Analysis # Financial Liabilities |(` crore)|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016| |---|---|---|---|---|---|---| |Other current liabilities|1,398|1,359|-|-|1,398|1,359| |Advance received from customers|330|164|-|-|330|164| |Indirect tax payable and other statutory liabilities|1,301|1,381|-|-|1,301|1,381| |Operating lease & other liabilities|114|92|432|442|546|534| |Total|3,143|2,996|432|442|3,575|3,438| # Other Financial Liabilities Other financial liabilities decreased from ` 2,857 crore as at March 31, 2016 to ` 2,004 crore as at March 31, 2017. - Liabilities for cost related to customer contracts increased from ` 882 crore as at March 31, 2016 to ` 1,001 crore as at March 31, 2017. - Liabilities on account of Capital creditors decreased from ` 393 crore as at March 31, 2016 to ` 304 crore as at March 31, 2017. - The decrease in other payables from ` 1,512 crore as at March 31, 2016 to ` 656 crore as at March 31, 2017 is primarily on account of settlement of liabilities towards purchase of government securities in the previous financial year and decrease in fair value of foreign exchange forward and currency option contracts. - Operating lease and other liabilities include current maturities of obligation under finance lease. The decline from ` 70 crore as at March 31, 2016 to ` 43 crore as at March 31, 2017 was primarily due to decline in net payments in finance lease obligations. # Financial Liabilities Summary |(` crore)|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016| |---|---|---|---|---|---|---| |Other current financial liabilities|1,550|2,364|454|493|2,004|2,857| |Liabilities for cost related to customer contracts|1,001|882|-|-|1,001|882| |Capital Creditors|287|331|17|62|304|393| |Other payables|219|1,081|437|431|656|1,512| |Other liabilities|43|70|-|-|43|70| |Total|1,550|2,364|454|493|2,004|2,857| # Goodwill on Consolidation Goodwill on consolidation represents the excess of purchase consideration over net asset value of acquired subsidiaries on the date of such acquisition. Such goodwill is tested for impairment annually or more frequently, if there are indications for impairment. Goodwill on consolidation as at March 31, 2017 stood at ` 1,597 crore (` 1,669 crore as at March 31, 2016). The change in Goodwill has been on account of exchange fluctuation. # Property, Plant, and Equipment The company has been investing in infrastructure development across various locations across the globe to meet its growing business needs. The Net Book Value of Property, Plant, and Equipment amounted to ` 10,057 crore as at March 31, 2017 (` 9,971 crore as at March 31, 2016). Incremental cash outflows toward capital expenditure in FY 2017 was mainly offset by the depreciation and amortisation expense resulting in a marginal increase in net block of Property, plant and equipment."
+"Management Discussion and Analysis 77 # Annual Report 2016-17 # Note no 2 (m) to the consolidated financial statements gives the details of the rates and method of depreciation on property, plant and equipment. (` crore) |Particulars|Gross block as at March 31, 2017|Gross block as at March 31, 2016|Accumulated Depreciation as on March 31, 2017|Accumulated Depreciation as on March 31, 2016|Net book value as on March 31, 2017|Net book value as on March 31, 2016| |---|---|---|---|---|---|---| |Freehold land|348|348|-|-|348|348| |Buildings|6,708|6,119|(1,467)|(1,139)|5,241|4,980| |Leasehold Improvements|1,973|1,840|(1,143)|(977)|830|863| |Plant and equipment|395|322|(75)|(40)|320|282| |Computer equipment|6,082|5,591|(4,630)|(4,155)|1,452|1,436| |Vehicles|32|32|(24)|(21)|8|11| |Office equipment|2,112|2,004|(1,518)|(1,284)|594|720| |Electrical Installations|1,722|1,620|(871)|(732)|851|888| |Furniture and fixtures|1,519|1,432|(1,106)|(989)|413|443| |Total|20,891|19,308|(10,834)|(9,337)|10,057|9,971| # Trade Receivables and Unbilled Revenue As a percentage of revenue, Trade Receivables decreased to 19.2% as at March 31, 2017 from 22.2% as at March 31, 2016. The Unbilled Revenue as a percentage of revenue increased to 4.5% in FY 2017 from 3.7% in FY 2016. The Company monitors Trade Receivables and Unbilled Revenue, net of Unearned Revenues separately and collectively. The close monitoring, follow-up on collections and favorable exchange rates have ensured that the Trade Receivables and Unbilled Revenue, net of Unearned Revenues as a percentage of revenue has declined (22.6% in FY 2017, 24.6% in FY 2016). The Days Sales Outstanding for FY 2017 has come down to 70 days as compared to 81 days for FY 2016. | |As at March 31, 2017|As % of Revenue|As at March 31, 2016|As % of Revenue| |---|---|---|---|---| |Trade Receivables|22,684|19.2%|24,073|22.2%| |Unbilled Revenue|5,351|4.5%|3,992|3.7%| |Total|28,035|23.8%|28,065|25.8%| # Current investments and non-current investments Total Investments of the Company grew from ` 22,822 crore in FY 2016 to ` 41,890 crore in FY 2017: - 'Investments carried at fair value through OCI' increased from ` 20,423 crore in FY 2016 to ` 22,140 crore in FY 2017. The increase of ` 1,717 crore is due to net purchase of government securities of ` 1,745 crore, partially offset by decrease due to sale of equity shares of ` 28 crore. A significant part of treasury investments of the Company is in government securities, which are carried at fair value through OCI. - The increase in 'Investments carried at fair value through P&L' from ` 1,767 crore in FY 2016 to ` 19,692 crore in FY 2017 is due to net purchase of mutual funds amounting to ` 17,925 crore. - The net decrease of ` 484 crore in 'Investment carried at amortized cost' from ` 632 crore in FY 2016 to ` 148 crore in FY 2017 is primarily due to redemption of certificates of deposit. # Management Discussion and Analysis # Management Discussion and Analysis # Investments Overview |(` crore)|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016| |---|---|---|---|---|---|---| |Current investments|21,999|20,254|141|169|22,140|20,423| |Non-current investments|19,637|1,709|55|58|19,692|1,767| |Investment carried at amortized cost|-|516|148|116|148|632| |Total|41,636|22,479|344|343|41,980|22,822| # Overview of funds invested Funds invested exclude earmarked balances with bank, equity shares measured at fair value through OCI and liabilities for purchase of government securities. Investible funds went up by `14,832 crore (` 33,602 crore as at March 31, 2016 to ` 48,434 crore as at March 31, 2017), mainly driven by: - increase in investments of ` 19,186 crore primarily due to investment in mutual funds and government securities during FY 2017 - offset by decrease in bank deposits by ` 2,453 crore, decrease in inter-corporate deposits by ` 1,618 crore and decrease in cash and bank balances by `283 crore. # Funds Invested |(` crore)|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016| |---|---|---|---|---|---|---| |Current|41,636|22,479|203|174|41,839|22,653| |Deposits with banks|896|2,934|-|415|896|3,349| |Inter-corporate deposits|2,565|1,721|3|2,465|2,568|4,186| |Cash and bank balances|3,131|3,414|-|-|3,131|3,414| |Total|48,228|30,548|206|3,054|48,434|33,602| # Short-term and long-term loans and advances Loans and advances as at March 31, 2016 decreased by ` 2,297 crore from ` 5,215 crore in FY 2016 to ` 2,918 crore in FY 2017, mainly due to decrease in long-term loans and advances by ` 2,463 crore, partly offset by increase in short-term loans and advances by ` 166 crore. The increase in short-term loans and advances was primarily attributable to increase in inter-corporate deposits by ` 844 crore offset partly by a decrease in loans and advances to employees by ` 677 crore. In FY 2016, there had been a one-time assistance provided to associates impacted by Chennai floods. The decrease in long-term loans and advances was primarily attributable to decrease in inter-corporate deposits by ` 2,463 crore."
+"# Loans |(` crore)|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016| |---|---|---|---|---|---|---| |Short-term loans|344|1,021|6|7|350|1,028| |Inter-corporate deposits|2,565|1,721|3|2,465|2,568|4,186| |Others|-|1|-|-|-|1| |Total|2,909|2,743|9|2,472|2,918|5,215| # Other current and non-current financial assets Other current and non-current financial assets amounted to ` 2,241 crore as at March 31, 2017 (` 2,299 crore as at March 31, 2016). Interest receivable increased to ` 715 crore as at March 31, 2017 from ` 279 crore as at March 31, 2016. Long-term bank deposits have gone down from ` 415 crore as at March 31, 2016 to NIL as at March 31, 2017. Security deposits increased from ` 876 crore as at March 31, 2016 to ` 963 crore as at March 31, 2017. Others increased from ` 585 crore as at March 31, 2016 to ` 620 crore as at March 31, 2017. 'Others' primarily comprise of fair value of foreign exchange forward and currency option contracts. # Annual Report 2016-17 |(` crore)|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016|As at March 31, 2017|As at March 31, 2016| |---|---|---|---|---|---|---| |Other current financial assets|715|206|-|73|715|279| |Long - term bank deposits|-|-|-|415|-|415| |Security deposits|147|143|816|733|963|876| |Earmarked balances with banks|-|-|1|86|1|86| |Others|612|567|8|18|620|585| |Total|1,474|916|825|1,325|2,299|2,241| # Other current and non-current assets Other current and non-current assets amounted to ` 2,965 crore as at March 31, 2017 (` 3,100 crore as at March 31, 2016). - Decrease in prepaid expenses from ` 1,824 crore in FY 2016 to ` 1,789 crore in FY 2017 pertains to long term prepaid assets converted into short term over time, and amortization of prepaid assets in the normal course of business. - 'Others' which include advance to suppliers, advance to related parties, indirect tax recoverable, other advances declined from ` 1,127 crore in FY 2016 to ` 1,033 crore in FY 2017. Note 11 (A) & (B) to the Consolidated Financial Statements gives the details of the same. # CASH FLOW -- CONSOLIDATED The Company's cash flows from operating, investing and financing activities, is summarised below. |Summary of cash flow statement:|(` crore)|FY 2017|FY 2016| |---|---|---|---| |Net cash provided by / (used in) Operating activities| |25,223|19,109| |Investing activities| |(16,732)|(5,150)| |Financing activities| |(11,026)|(9,666)| |Exchange difference on translation of foreign currency| |(163)|140| |Net (decrease) / increase in cash and cash equivalents after translation| |(2,698)|4,433| # Cash flows from operating activities Cash generated from operations (before payment of taxes) was ` 33,169 crore in FY 2017 (` 26,687 crore in FY 2016), registering an increase of 24.3% over the previous FY. The net cash provided by operating activities (after payment of taxes) was ` 25,223 crore in FY 2017 (` 19,109 crore in FY 2016). Better working capital management has resulted in lower outflow of cash thereby increasing the Operating Cash flow ratio. Cash generated from operations (post taxes) as a percentage of revenue has gone up from 17.6% in FY 2016 to 21.4% in FY 2017. |(` crore)|FY 2017|FY 2016| |---|---|---| |Profit for the year|26,357|24,338| |Adjustments: depreciation and amortization|1,987|1,888| |Other non-cash adjustments|5,456|5,405| |Effect of working capital changes|(631)|(4,944)| |Cash generated from operations|33,169|26,687| |Taxes paid|(7,946)|(7,578)| |Net cash provided by operating activities|25,223|19,109| # Management Discussion and Analysis # Cash flows from investing activities During FY 2017, cash used in investing activities was primarily attributable to: - The net investment in property, plant and equipment and intangible assets amounted to ` 1,953 crore in FY 2017 (` 1,968 crore in FY 2016). The same was in line with the Company's infrastructure policies. - The net purchase of investments were ` 18,625 in FY 2017 (` 19,693 crore in FY 2016), which consists mainly of mutual funds and government securities. - The net proceeds from bank deposits were ` 438 crore in FY 2017 (` 16,144 crore in FY 2016). - The net inflow on account of Inter-corporate Deposits was ` 1,619 crore in FY 2017 (purchase of ` 1,460 crore in FY 2016). Interest received in FY 2017 amounted to ` 1,788 crore (` 1,816 crore in FY 2016)."
+"|(` crore)|FY 2017|FY 2016| |---|---|---| |Property, plant and equipment & intangible assets(net)|(1,953)|(1,968)| |Other investments (net)|(18,625)|(19,693)| |Deposits with banks (net)|438|16,144| |Inter - corporate deposits (ICD) (net)|1,619|(1,460)| |Interest received|1,788|1,816| |Other items (net)|1|11| |Net cash used in investing activities|(16,732)|(5,150)| # Cash flows from financing activities Dividend paid to shareholders amounted to ` 10,973 crore for FY 2017 (` 9,515 crore in FY 2016) and it includes the final dividend payout and tax thereon for FY 2016 approved by the shareholders at the last annual general meeting held in June 2016 (` 27 per share). In addition, the dividend paid includes the interim dividend of FY 2017 (` 19.5 per share). Other payments of ` 53 crore in FY 2017 (` 151 crore in FY 2016) include net payments related to borrowings. |(` crore)|FY 2017|FY 2016| |---|---|---| |Dividends paid including dividend tax|(10,973)|(9,515)| |Other payments|(53)|(151)| |Net cash used in financing activities|(11,026)|(9,666)| # Annual Report 2016-17 # TCS' PERFORMANCE TREND (CONSOLIDATED) |Amounts in ` crore| |Ind AS| | | | |Indian Gaap|FY 2016-17|FY 2015-16|FY 2014-15*|FY 2014-15|FY 2013-14|FY 2012-13|FY 2011-12|FY 2010-11|FY 2009-10|FY 2008-09| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Revenues|Total revenue| |117,966|108,646|94,648|94,648|81,809|62,989|48,894|37,325|30,029|27,813|22,620| | | | | | |Revenue By geographic segments| | | | | | | | | | | | | | | | | |North America| | |63,646|57,892|49,086|49,086|43,386|33,854|26,064|20,107|15,855|14,291|11,388| | | | | |UK| | |16,404|17,171|15,783|15,783|14,251|10,761|7,453|5,771|4,860|5,282|4,498| | | | | |Europe| | |13,634|11,921|10,946|10,946|9,181|6,053|4,928|3,480|3,149|2,930|2,106| | | | | |India| | |7,415|6,729|6,108|6,108|5,488|4,890|4,202|3,435|2,598|2,182|2,046| | | | | |Rest of the world| | |16,867|14,933|12,725|12,725|9,503|7,431|6,246|4,531|3,566|3,128|2,582| | | | | |Cost|Employee Cost| |61,621|55,348|48,296|50,924|40,486|31,922|24,683|18,806|15,066|14,483|11,411| | | | | | |Other Operating Cost| |24,034|22,621|19,242|19,242|16,170|13,028|9,775|7,340|6,269|6,160|5,497| | | | | | |Total Cost (excluding interest & depreciation)| |85,655|77,969|67,539|70,167|56,657|44,950|34,459|26,146|21,334|20,643|16,908| | | | | |Profitability|EBIDTA (before other income)| |32,311|30,677|27,110|24,482|25,153|18,040|14,435|11,178|8,695|7,170|5,711| | | | | | |Profit before tax| |34,513|31,840|28,437|25,809|25,402|18,090|13,923|11,021|8,290|6,150|5,846| | | | | | |Profit after tax attributable to shareholders of the Company| |26,289|24,270|21,912|19,852|19,164|13,917|10,413|9,068|7,001|5,256|5,026| | | | | |Financial Position|Equity Share capital| |197|197|196|196|196|196|196|98|98| | | | | | | | |Reserves and surplus| |86,017|70,875|58,140|50,439|48,999|38,350|29,284|24,209|18,171|15,502|12,102| | | | | | |Gross block (property plant and equipment including intangible assets)| |21,391|19,917|17,316|17,316|13,897|11,623|9,448|7,792|6,420|5,844|4,292| | | | | | |Total investments| |41,980|22,822|1,662|1,662|3,434|1,897|1,350|1,763|3,682|1,614|2,606| | | | | | |Net current assets| |66,014|47,644|36,189|28,495|27,227|19,734|12,673|9,790|7,395|7,544|5,553| | | | | |Earnings per share in `|EPS - as reported| |133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27|35.67|53.63|51.36| | | | | | |EPS - adjusted for Bonus Issue| |133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27|35.67|26.81|25.68| | | | | |Headcount (number)|Headcount (including subsidiaries)| |387,223|353,843|319,656|319,656|300,464|276,196|238,583|198,614|160,429|143,761|111,407| | | | | Note: The Company transitioned into Ind AS from April 1, 2015 * Excluding the impact of one-time employee reward # Management Discussion and Analysis # RATIO ANALYSIS |Ratio Analysis|Units|FY 2016-17|FY 2015-16|FY 2014-15*|FY 2014-15|FY 2013-14|FY 2012-13|FY 2011-12|FY 2010-11|FY 2009-10|FY 2008-09|FY 2007-08| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance|Employee Cost/Total Revenue|%|52.2|50.9|51.0|53.8|49.5|50.7|50.5|50.4|50.2|52.1|50.4| | |Other Operating Cost/Total Revenue|%|20.4|20.8|20.3|20.3|19.8|20.7|20.0|19.7|20.9|22.1|24.3| | |Total Cost/Total Revenue|%|72.6|71.8|71.4|74.1|69.3|71.4|70.5|70.1|71.0|74.2|74.8| | |EBIDTA (before other Income)/Total Revenue|%|27.4|28.2|28.6|25.9|30.7|28.6|29.5|30.0|29.0|25.8|25.3| | |Profit before tax/Total Revenue|%|29.3|29.3|30.0|27.3|31.1|28.7|28.5|29.5|27.6|22.1|25.8| | |Tax/Total Revenue|%|6.9|6.9|7.2|6.6|7.4|6.4|7.0|4.9|4.0|3.0|3.5| | |Effective Tax Rate - Tax/PBT|%|23.6|23.6|23.5|23.7|23.9|22.2|24.4|16.6|14.4|13.6|13.5| | |Profit after tax/Total Revenue|%|22.3|22.3|23.2|21.0|23.4|22.1|21.3|24.3|23.3|18.9|22.2| |Ratios - growth|Total Revenue|%|8.6|14.8|15.7|15.7|29.9|28.8|31.0|24.3|8.0|23.0|21.1| | |EBIDTA (before other Income)|%|5.3|25.3|7.8|(2.7)|39.4|25.0|29.1|28.6|21.3|25.5|11.1| | |Profit after tax|%|8.3|22.3|14.3|3.6|37.7|33.6|14.8|29.5|33.2|4.6|19.3| |Ratios - Balance Sheet|Debt-Equity Ratio|Times|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0| | |Current Ratio|Times|5.5|4.1|3.9|2.4|2.7|2.7|2.2|2.4|1.9|2.3|2.2| | |Days Sales Outstanding (DSO) in ` terms|Days|70|81|79|79|81|82|86|80|71|79|87| | |Days Sales Outstanding (DSO) in $ terms|Days|73|80|78|78|82|82|81|82|74|74|87| | |Invested Funds / total assets|%|54.6|44.2|38.0|43.5|43.0|36.4|34.8|36.8|45.7|26.3|29.0| | |Capital expenditure / total revenue|%|1.7|1.8|3.1|3.1|3.8|4.2|4.1|4.9|3.4|4.0|5.6| | |Operating cash flows / total revenue|%|21.4|17.6|20.5|20.5|18.0|18.4|14.3|17.7|24.7|19.5|17.2| | |Free Cash Flow/Operating Cash Flow Ratio|%|92.3|89.7|84.8|84.8|78.9|77.3|71.5|72.7|86.1|79.7|67.6| | |Depreciation / average gross block|%|9.6|10.1|11.5|11.5|10.6|10.3|10.7|10.4|10.8|11.1|15.1| |Ratios - per share|EPS - adjusted for Bonus|`|133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27|35.67|26.81|25.68| | |Price Earning Ratio, end of year|Times|18.2|20.4|22.8|25.1|21.8|22.1|22.0|25.6|21.9|10.1|15.8| | |Dividend Per Share|`|47.00|43.50|79.00|79.00|32.00|22.00|25.00|14.00|20.00|14.00|14.00| | |Dividend Per Share - adjusted for Bonus|`|47.00|43.50|79.00|79.00|32.00|22.00|25.00|14.00|20.00|7.00|7.00| | |Market Capitalization/total revenue|Times|4.1|4.6|5.3|5.3|5.1|4.9|4.7|6.2|5.1|1.9|3.5| Note: The Company transitioned into Ind AS from April 1, 2015. * Excluding the impact of one-time employee reward Management Discussion and Analysis 83 # Annual Report 2016-17 # UNCONSOLIDATED FINANCIAL RESULTS | |FY 2017|% of Revenue|% Growth Compared to FY 2016|FY 2016|% of Revenue| |---|---|---|---|---|---| |Revenue from operations|92,693|100.0|8.0|85,864|100.0| |Expenses| | | | | | |Employee benefit expense|48,116|51.9|13.4|42,420|49.4| |Other Operating expenses|17,488|18.9|6.7|16,390|19.1| |Total expenditure|65,604|70.8|11.6|58,810|68.5| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|27,089|29.2|0.1|27,054|31.5| |Depreciation and amortisation expense|1,575|1.7|8.0|1,459|1.7| |Finance costs|16|0.0|23.1|13|0.0| |Other income (net)|4,568|4.9|21.6|3,757|4.4| |Profit before taxes (PBT)|30,066|32.4|2.5|29,339|34.2| |Tax expense|6,413|6.9|2.4|6,264|7.3| |Profit after taxes (PAT)|23,653|25.5|2.5|23,075|26.9| |Earnings per share (in `)|120.04| |2.5|117.11| | # Discussion on the Financial Performance - Unconsolidated - Revenue: Revenue from operations aggregated ` 92,693 crore in FY 2017 (`85,864 crore in FY 2016), registering a growth of 8.0%. - Earnings before interest, tax, depreciation and amortization (EBITDA): The EBITDA aggregated ` 27,089 crore in FY 2017 (` 27,054 crore in FY 2016) - a growth of 0.1%."
+"- Profit before tax (PBT): PBT aggregated ` 30,066 crore in FY 2017 (` 29,339 crore in FY 2016) - a growth of 2.5%. - Profit after tax (PAT): PAT aggregated ` 23,653 crore in FY 2017 (` 23,075 crore in FY 2016) - a growth of 2.5%. - Earnings per share (EPS): EPS aggregated ` 120.04 in FY 2017 (` 117.11 in FY 2016) - a growth of 2.5%. # FINANCIAL POSITION -- UNCONSOLIDATED | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |EQUITY AND LIABILITIES| | | |Shareholders' funds|78,022|65,013| |Non-current liabilities|1,035|1,095| |Current liabilities|10,701|11,309| |TOTAL|89,758|77,417| |ASSETS| | | |Non-current assets including property, plant and equipment|21,139|24,040| |Current investments|40,729|21,930| |Trade receivables|16,649|19,058| |Unbilled revenue|4,235|2,712| |Cash and bank balances|1,316|4,806| |Short-term loans and advances|2,704|2,523| |Other current assets|2,986|2,348| |TOTAL|89,758|77,417| For schedules on the unconsolidated financial position, please refer detailed ""Unconsolidated Financial Statements"" which form part of this Annual Report. # Management Discussion and Analysis # CASH FLOW - UNCONSOLIDATED The Company's cash flows from operating, investing and financing activities, is summarised below. # Summary of cash flow statement: |(` crore)|FY 2017|FY 2016| |---|---|---| |Net cash provided by / (used in)| | | |Operating activities|23,132|17,986| |Investing activities|(15,782)|(4,518)| |Financing activities|(10,891)|(9,586)| |Exchange difference on translation of foreign currency|(52)|40| |Net (decrease) / increase in cash and cash equivalents after translation|(3,593)|3,922| # Cash flows from operating activities TCS generated net cash from operating activities of ` 23,132 crore in FY 2017 (` 17,986 crore in FY 2016) |(` crore)|FY 2017|FY 2016| |---|---|---| |Profit for the year|30,066|29,339| |Adjustments: depreciation and amortization|1,575|1,459| |Other non-cash adjustments|(3,037)|(2,773)| |Effect of working capital changes|994|(3,575)| |Cash generated from operations|29,598|24,450| |Taxes paid|(6,466)|(6,464)| |Net cash provided by operating activities|23,132|17,986| # Cash flows from financing activities During FY 2017, cash used in financing activities was ` 10,891 crore in FY 2017 (` 9,586 crore in FY 2016). |(` crore)|FY 2017|FY 2016| |---|---|---| |Dividends paid including dividend tax|(10,947)|(9,479)| |Other payments|56|(107)| |Net cash used in financing activities|(10,891)|(9,586)| # Cash flows from investing activities During FY 2017, cash used in investing activities was ` 15,782 crore in FY 2017 (` 4,518 crore in FY 2016). |(` crore)|FY 2017|FY 2016| |---|---|---| |Property, plant and equipment (net)|(1,636)|(1,759)| |Other investments (net)|(18,252)|(19,558)| |Deposits with banks (net)|400|15,652| |Inter - corporate deposits (ICD) (net)|1,572|(1,362)| |Interest received|1,740|1,798| |Dividend received from subsidiaries (including exchange gain)|394|705| |Other items (net)|-|6| |Net cash used in investing activities|(15,782)|(4,518)| # Annual Report 2016-17 # 9.0 Internal Financial Control Systems and their Adequacy TCS has aligned its current systems of internal financial control with the requirement of the Companies Act 2013, on lines of the globally accepted risk based framework as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices. Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2017. Deloitte Haskins & Sells LLP, the statutory auditors of TCS, has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of the Companies Act 2013). TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Deloitte Haskins & Sells LLP) and the audit committee."
+"In line with international practice, the conduct of internal audit is oriented toward the review of internal controls and risks in its operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including most of the subsidiaries and foreign branches. File: AR_TCS_2016_2017.md TCS also undergoes periodic audit by specialized third-party consultants and professionals for business specific compliances such as quality management, service management, information security, and so on. The audit committee reviews the reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of the Companies Act 2013 and Clause 18 of SEBI Regulations 2015), our audit committee has concluded that, as of March 31, 2017, our internal financial controls were adequate and operating effectively. # Note: - Percentages reported are calculated from the underlying whole rupee numbers. - Within the tables, certain rows and columns may not add due to the use of rounded numbers. - Figures have been rounded off to ` crore # Management Discussion and Analysis # Corporate Governance # Report TCS Gitanjali Park, Kolkata # Annual Report 2016-17 # Corporate Governance Report for the year 2016-17 # I. Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (""the Act""). These codes are available on the Company's website. The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (""Insider Trading Code""). The Company has in place an Information Security Policy that ensures proper utilisation of IT resources. The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. # II. Board of Directors i. As on March 31, 2017, the Company has eleven Directors. Of the eleven Directors, eight (i.e. 72.73%) are Non-Executive Directors out of which six (i.e. 54.55%) are Independent Directors. The profiles of Directors can be found on https://www.tcs.com/ir-corporate-governance. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. ii. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2017 have been made by the Directors. None of the Directors are related to each other except Mr. N. Ganapathy Subramaniam and Mr. N. Chandrasekaran. iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. iv. Nine Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days."
+"The dates on which the said meetings were held: April 18, 2016; June 16 & 17, 2016; July 14, 2016; October 13, 2016; November 17, 2016; January 12, 2017; January 12, 2017; February 20, 2017 and March 9 & 10, 2017. The necessary quorum was present for all the meetings. v. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting (AGM) and the number of Directorships and Committee Chairmanships / Memberships held by them in other public limited companies as on March 31, 2017 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies under Section 8 of the Act. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. # Corporate Governance Report |Name of the Director|Category|Number of board meetings attended during the year 2016-17|Whether attended last AGM held on June 17, 2016|Number of Directorships in other Public Companies|Number of Committee positions held in other Public Companies| |---|---|---|---|---|---| |Mr. N. Chandrasekaran (Chairman)*|Non-Independent, Non-Executive|9|Yes|5|-| |Mr. Cyrus Mistry **|Non-Independent, Non-Executive|4|Yes|N.A.|N.A.| |Mr. Rajesh Gopinathan (Chief Executive Officer and Managing Director) ***|Non-Independent, Executive|1|N.A.|-|-| |Mr. Aman Mehta|Independent, Non-Executive|9|Yes|-|5| |Mr. V. Thyagarajan|Independent, Non-Executive|9|Yes|-|-| |Prof. Clayton M. Christensen|Independent, Non-Executive|5|No|-|-| |Dr. Ron Sommer|Independent, Non-Executive|9|Yes|-|-| |Dr. Vijay Kelkar|Independent, Non-Executive|8|Yes|-|5| |Mr. Ishaat Hussain^|Non-Independent, Non-Executive|9|Yes|4|5| |Mr. O. P. Bhatt|Independent, Non-Executive|9|Yes|-|2| |Mr. Phiroz Vandrevala #|Non-Independent, Non-Executive|2|Yes|N.A.|N.A.| |Mr. N Ganapathy Subramaniam (Chief Operating Officer and Executive Director) ^^|Non-Independent, Executive|1|N.A.|1|-| |Ms. Aarthi Subramanian|Non-Independent, Executive|9|Yes|-|-| * Relinquished the office of Chief Executive Officer and Managing Director and appointed as the Chairman of the Company w.e.f. February 21, 2017 ** Ceased to be Chairman of the Company w.e.f. November 9, 2016 and Director of the Company w.e.f December 13, 2016 *** Appointed as Chief Executive Officer and Managing Director of the Company w.e.f. February 21, 2017 ^ Nominated as the Chairman of the Company w.e.f. November 9, 2016 upto February 21, 2017 # Relinquished the office of Non-Executive Director w.e.f. July 8, 2016 ^^ Appointed as Chief Operating Officer and Executive Director w.e.f. February 21, 2017 Video/tele-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations to participate in the meetings. # Annual Report 2016-17 # vi. During the year 2016-17, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company https://www.tcs.com/investor-relations. # viii. During the year 2016-17, two meetings of the Independent Directors were held on October 13, 2016 and March 10, 2017. The Independent Directors, inter-alia, reviewed the performance of non-independent directors, and the Board as a whole. # ix. The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company. # x. The details of the familiarization programme of the Independent Directors are available on the website of the Company https://www.tcs.com/investor-relations. # xi Details of equity shares of the Company held by the Directors as on March 31, 2017 are given below: |Name|Category|Number of equity shares| |---|---|---| |Mr. N. Chandrasekaran|Non-Independent, Non-Executive|88,528| |Mr. Rajesh Gopinathan|Non-Independent, Executive|1,130| |Mr. Ishaat Hussain|Non-Independent, Non-Executive|1,740| |Mr. N Ganapathy Subramaniam|Non-Independent, Executive|98,880| |Ms. Aarthi Subramanian|Non-Independent, Executive|2,800| The Company has not issued any convertible instruments. # III. Committees of the Board i. There are ten Board Committees which comprise of five statutory committees and five other committees that have been formed considering the needs of the Company and best practices in Corporate Governance as on March 31, 2017, which are as follows: |Name of the Committee|Extract of Terms of Reference| |---|---| |Audit Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations, read with Section 177 of the Act. - Oversight of financial reporting process. - Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the board for approval. - Evaluation of internal financial controls and risk management systems. - Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. - Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same.| # Category and Composition Statutory Committees |Name|Category|Other details| |---|---|---| |Mr."
+"Aman Mehta (Chairman)|Independent, Non-Executive|- Six audit committee meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. - Committee invites such of the executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and internal auditors to be present at its meetings. - The Company Secretary acts as the Secretary to the audit committee. - Mr. Suprakash Mukhopadhyay, Global Treasury Head and Company Secretary was appointed as the Compliance Officer by the Board to ensure compliance and effective implementation of the Insider Trading Code. - Quarterly Reports are sent to the members of the Committee on matters relating to the Insider Trading Code. - The previous AGM of the Company was held on June 17, 2016 and was attended by Mr. Aman Mehta, Chairman of the audit committee.| |Mr. V. Thyagarajan|Non-Executive Independent| | |Dr. Ron Sommer|Independent, Non-Executive| | |Dr. Vijay Kelkar|Independent, Non-Executive| | |Mr. Ishaat Hussain|Non-Independent, Non-Executive| | |Mr. O. P Bhatt|Independent, Non-Executive| | # 90 Corporate Governance Report # Extract of Terms of Reference # Nomination and Remuneration Committee Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act. - Recommend to the Board the setup and composition of the Board and its committees. - Recommend to the Board the Appointment/Re-appointment of Directors and Key Managerial Personnel. - Carry out evaluation of every director's performance and support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors. - Recommend to the Board the Remuneration Policy for directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee the Human Resource philosophy, Human Resource and People strategy and Human Resource practices including those for leadership development, rewards and recognition, talent management and succession planning. - Oversee familiarisation programmes for directors. - Recommend to the Board on voting pattern for appointment and remuneration of directors on the Boards of its material subsidiary companies. # Stakeholders' Relationship Committee Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act. - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. # Category and Composition |Name|Category| |---|---| |Mr. Aman Mehta (Chairman)|Independent, Non-Executive| |Mr. N. Chandrasekaran*|Non-Independent, Non-Executive| |Mr. V. Thyagarajan|Non-Executive Independent| |Mr. Cyrus Mistry**|Non-Independent, Non-Executive| |Mr. Ishaat Hussain|Non-Executive Non-Independent| * Appointed as member of the Committee w.e.f. February 20, 2017 ** Ceased to be Director of the Company and consequently a member of this Committee w.e.f. December 13, 2016 # Other details - Four nomination and remuneration committee meetings were held during the year. - The Company does not have any Employee Stock Option Scheme. - Details of Performance Evaluation Criteria and Remuneration Policy are detailed below this table. # Stakeholders' Relationship Committee Composition |Name|Category| |---|---| |Mr. V. Thyagarajan (Chairman)|Independent, Non-Executive| |Mr. O. P Bhatt|Independent, Non-Executive| |Mr. N. Chandrasekaran*|Non-Independent, Non-Executive| |Mr. Rajesh Gopinathan**|Non-Independent, Executive| |Mr. N. Ganapathy Subramaniam**|Non-Independent, Executive| * Ceased to be member of the Committee w.e.f. March 10, 2017. ** Appointed as a member of the Committee w.e.f. March 10, 2017. Corporate Governance Report 91 # Annual Report 2016-17 # Corporate Social Responsibility Committee (""CSR"") |Name of the Committee|Extract of Terms of Reference|Category and Composition|Other details| |---|---|---|---| |Corporate Social Responsibility Committee|Committee is constituted in line with the provisions of Section 135 of the Act. Ÿ Formulate and recommend to the board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act. Ÿ Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. Ÿ Monitor the CSR Policy.|Mr. N. Chandrasekaran (Chairman) * Mr. Cyrus Mistry ** Mr. O. P. Bhatt Mr. Rajesh Gopinathan# Ms. Aarthi Subramanian#|Ÿ Two meetings of the CSR committee were held during the year. * Appointed as Chairman of the Committee w.e.f. March 10, 2017 ** Ceased to be Director of the Company and consequently a member of this Committee w.e.f. December 13, 2016 # Appointed as a member of the Committee w.e.f. March 10, 2017| # Risk Management Committee |Name of the Committee|Extract of Terms of Reference|Category and Composition|Other details| |---|---|---|---| |Risk Management Committee|Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations."
+"Ÿ Frame, implement and monitor the risk management plan for the Company.|Mr. Ishaat Hussain Mr. N. Chandrasekaran Mr. O. P. Bhatt Mr. Rajesh Gopinathan* Ms. Aarthi Subramanian|Ÿ Four meetings of the risk management committee were held during the year. * Relinquished the office of Chief Financial Officer and appointed as the Chief Executive Officer and Managing Director of the Company w.e.f. February 21, 2017| # Corporate Governance Report # Extract of Terms of Reference # Category and Composition # Ethics and Compliance Committee - Consider matters relating to the Company's Code of Conduct (CoC). - Monitoring of Anti Bribery and Anti Corruption Policy and Gifts Policy. |Name|Category| |---|---| |Mr. V. Thyagarajan|Independent, Non-Executive| |Mr. N. Chandrasekaran*|Non-Independent, Non-Executive| |Mr. O. P. Bhatt|Independent, Non-Executive| |Mr. Rajesh Gopinathan**|Non-Independent, Executive| |Ms. Aarthi Subramanian**|Non-Independent, Executive| * Ceased to be member of the Committee w.e.f. March 10, 2017 ** Appointed as a member of the Committee w.e.f. March 10, 2017 # Bank Account Committee - Responsible for approval of the opening and closing of bank accounts of the Company. - Authorise persons to operate the bank accounts of the Company. |Name|Category| |---|---| |Mr. Aman Mehta|Independent, Non-Executive| |Mr. N. Chandrasekaran*|Non-Independent, Non-Executive| |Mr. Rajesh Gopinathan**|Non-Independent, Executive| * Ceased to be a member of the Committee w.e.f. March 10, 2017 ** Appointed as a member of the Committee w.e.f. March 10, 2017 # Executive Committee - Detailed review of the following matters before these are presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the board. |Name|Category| |---|---| |Mr. N. Chandrasekaran*|Non-Independent, Non-Executive| |Mr. Cyrus Mistry**|Non-Independent, Non-Executive| |Mr. Rajesh Gopinathan***|Non-Independent, Executive| |Prof. Clayton M. Christensen|Independent, Non-Executive| |Dr. Ron Sommer|Independent, Non-Executive| * Appointed as Chairman of the Committee w.e.f. March 10, 2017 ** Ceased to be Director of the Company and consequently a member of this Committee w.e.f. December 13, 2016 *** Appointed as a member of the Committee w.e.f. March 10, 2017 Corporate Governance Report 93 # Annual Report 2016-17 # Name of the Committee # Extract of Terms of Reference # Category and Composition # Other Committees # Software Technology Parks of India (STPI) / Special Economic Zone (SEZ) committee |Name|Category| |---|---| |Mr. V. Thyagarajan|Independent, Non-Executive| |Mr. N. Chandrasekaran*|Non Independent, Non-Executive| |Mr. N. Ganapathy Subramaniam**|Non-Independent, Executive| * Ceased to be a member of the Committee w.e.f. March 10, 2017 ** Appointed as a member of the Committee w.e.f. March 10, 2017 # Health, Safety and Sustainability Committee |Name|Category| |---|---| |Dr. Vijay Kelkar (Chairman)|Independent, Non-Executive| |Dr. Ron Sommer|Independent, Non-Executive| |Mr. N. Chandrasekaran*|Non-Independent, Non-Executive| |Mr. N. Ganapathy Subramaniam**|Non-Independent, Executive| * Ceased to be member of the Committee w.e.f. March 10, 2017 ** Appointed as a member of the Committee w.e.f. March 10, 2017 The terms of reference of committee's are available on the website (https://www.tcs.com/ir-corporate-governance) # Other details Ÿ One meeting of the health, safety and sustainability committee was held during the year. # ii. Stakeholders Relationship Committee Details # a. Name, designation and address of Compliance Officer: Mr. Suprakash Mukhopadhyay Global Treasury Head and Company Secretary Tata Consultancy Services Limited 11th Floor, Maker Towers ""E"" Block Cuffe Parade, Colaba Mumbai 400 005 Telephone: 91 22 6778 9191 Fax: 91 22 6778 9660 # b. Details of investor complaints received and redressed during the year 2016-17 are as follows: |Opening Balance|Received during the year|Resolved during the year|Closing Balance| |---|---|---|---| |1|95|95|1*| * SEBI had requested the complainant to upload the scanned copy of the Arbitration Tribunal Order in SCORES by April 20, 2017. # Corporate Governance Report # iii. Nomination and Remuneration Committee Details # Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors that were evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement. # Remuneration Policy: Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our Business Model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations."
+"In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective April 1, each year. The Nomination and Remuneration Committee decides on the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act based on the performance of the Company as well as that of the Managing Director and each Executive Director. During the year 2016-17 the Company paid sitting fees of ` 30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Members have at the AGM of the Company held on June 27, 2014 approved a payment of commission to the Non-Executive Directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the Board of Directors and distributed amongst the Non-Executive Directors based on their attendance and contribution at the Board and certain Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. # iv. Details of the Remuneration for the year ended March 31, 2017: # a. Non-Executive Directors: |Name|Commission|Sitting Fees| |---|---|---| |Mr. N. Chandrasekaran, Chairman (w.e.f. February 21, 2017)|-|0.90| |Mr. Cyrus Mistry|-|1.80| |Mr. Aman Mehta|265.00|6.30| |Mr. V. Thyagarajan|180.00|6.90| |Prof. Clayton M. Christensen|135.00|1.80| |Dr. Ron Sommer|190.00|5.40| |Dr. Vijay Kelkar|170.00|4.80| |Mr. Ishaat Hussain|210.00|6.90| |Mr. O. P. Bhatt|170.00|7.50| |Mr. Phiroz Vandrevala|15.00|0.60| Corporate Governance Report 95 # Annual Report 2016-17 # b. Managing Director and Executive Director |Name of Director|Salary|Benefits, Perquisites and Allowances|Commission|ESPS| |---|---|---|---|---| |Mr. N. Chandrasekaran Chief Executive Officer and Managing Director (upto February 21, 2017)|244.93|270.35|2500.00|nil| |Mr. Rajesh Gopinathan Chief Executive Officer and Managing Director (w.e.f. February 21, 2017 for a period of 5 years)*|66.68|155.95#|400.00|nil| |Mr. N Ganapathy Subramanian Chief Operating Officer and Executive Director (w.e.f. February 21, 2017 for a period of 5 years)**|76.06|189.30#|350.00|nil| |Ms. Aarthi Subramanian Executive Director|81.69|90.20|200.00|nil| * The remuneration includes compensation for the full year, i.e. as Chief Financial Officer from April 1, 2016 to February 21, 2017 and as Chief Executive Officer and Managing Director from February 21, 2017 to March 31, 2017. ** The remuneration includes compensation for the full year, i.e. as President, Financial Services for April 1, 2016 to February 21, 2017 and as Chief Operating Officer and Executive Director from February 21, 2017 to March 31, 2017. # Does not include performance bonus for FY 2016 paid in FY 2017. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees. # v. Number of Meetings Held and Attendance Records |Name of Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|CSR Committee|Ethics and Compliance Committee|Risk Management Committee|Health and Safety and Sustainability Committee| | |---|---|---|---|---|---|---|---|---| |Date on which meetings were held|6 meetings held on April 18, 2016; July 14, 2016; October 13, 2016; December 13, 2016; January 12, 2017; February 20, 2017|4 meetings held on April 18, 2016; January 11, 2017; February 20, 2017; March 10, 2017|1 meeting held on March 10, 2017|2 meetings held on October 12, 2016; March 10, 2017|1 meeting held on March 10, 2017|4 meetings held on April 4, 2016; July 11, 2016; October 12, 2016; March 10, 2017|1 meeting held on March 10, 2017| | |Name of Director|Mr. N. Chandrasekaran *|-|1|-|2|-|3|-| |Mr. Cyrus Mistry **|-|1|-|1|-|-|-| | |Mr. Rajesh Gopinathan #|-|-|1|1|1|4|-| | |Mr. Aman Mehta|6|4|-|-|-|-|-| | |Mr. V. Thyagarajan|6|4|1|-|1|-|-| | |Prof. Clayton M. Christensen|-|-|-|-|-|-|-| | |Dr. Ron Sommer|6|-|-|-|-|-|1| | |Dr. Vijay Kelkar|5|-|-|-|-|-|1| | |Mr. Ishaat Hussain|6|4|-|-|-|4|-| | |Mr. O. P. Bhatt|6|-|1|2|1|4|-| | |Mr. Phiroz Vandrevala @|-|-|-|-|-|-|-| | |Mr. N Ganapathy Subramaniam|-|-|1|-|-|-|1| | |Ms."
+"Aarthi Subramanian ###|-|-|-|1|1|4|-| | Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. * Mr. N. Chandrasekaran was appointed as a Chairman of Corporate Social and Responsibility Committee w.e.f. March 10, 2017, as a member of Nomination and Remuneration Committee w.e.f February 20, 2017 and ceased to member of Stakeholders' Relationship Committee, Ethics and Compliance Committee and Health Safety and Sustainability Committee w.e.f. March 10, 2017. ** Mr. Cyrus Mistry ceased to be a Director of the Company and consequently a member of Nomination and Remuneration Committee, and as a Chairman of Corporate Social and Responsibility Committee and Executive Committee w.e.f. December 13, 2016. # Mr. Rajesh Gopinathan was appointed as a member of Ethics and Compliance Committee, Stakeholders' Relationship Committee and Corporate Social and Responsibility Committee w.e.f. March 10, 2017. @ Mr. Phiroz Vandrevala relinquished the office of Non-Executive Director w.e.f. July 8, 2016. ## Mr. N Ganapathy Subramaniam was appointed as a member of Health Safety and Sustainability Committee and Stakeholders' Relationship Committee, w.e.f. March 10, 2017. ### Ms. Aarthi Subramanian was appointed as a member of Ethics and Compliance Committee and Corporate Social and Responsibility Committee w.e.f. March 10, 2017. # Annual Report 2016-17 # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2013-14|June 27, 2014| |Birla Matushri Sabhagar| |2014-15|June 30, 2015|3.30 p.m.|19, Sir Vithaldas Thackersey Marg,| |2015-16|June 17, 2016| |New Marine Lines, Mumbai - 400 020| # b. Extra Ordinary General Meeting An extra ordinary general meeting of the Company was held on December 13, 2016 at 3:30 p.m. at Yashwantrao Chavan Pratishthan Auditorium, Y.B. Chavan Centre, General Jangannath Bhosle Marg, next to Sachivalaya Gymkhana, Mumbai - 400021 for obtaining requisite approval of the shareholders of the Company for removal of Mr. Cyrus Mistry as a Director under Section 169 and other applicable provisions of the Companies Act, 2013. # c. Special Resolution(s) No special resolution was passed by the Company in any of its previous three AGMs. # ii. Details of special resolution passed through postal ballot File: AR_TCS_2016_2017.md During the year, the Company sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated March 3, 2017 for Buyback of Equity Shares of the Company, the results of which were announced on April 17, 2017. Mr. P. N. Parikh (Membership No. FCS 327) of M/s Parikh and Associates, Practicing Company Secretaries was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner. # Details of Voting Pattern were as under: |Description of the Resolution|Votes in favour of the resolution|Votes against the resolution|Invalid Votes| |---|---|---|---| |Approval for Buyback of Equity Shares|Number of members voted through electronic voting system and through Physical ballot form: 7,341* Number of valid Votes cast (Shares): 1,79,68,85,635 % of total number of valid votes: 99.81|Number of members: 577 Number of valid Votes cast (Shares): 34,85,059 % of total number of valid votes: 0.19|Total number of members whose votes were declared invalid: 341 Total number of invalid votes cast (Shares): 38,788| * Two shareholders have partially voted for assent and partially for dissent. While their votes are counted, as cast, for the sake of number of shareholders they are counted only once in assent. # Procedure for postal ballot: The Company conducted the postal ballot in accordance with the provisions of Section 110 of the Act read with Rule 22 of the Companies (Management & Administration) Rules, 2014 (""Rules""). The Company had completed the dispatch of the Postal Ballot Notice dated March 3, 2017 along with the Explanatory Statement, postal ballot form and self-addressed business reply envelopes on March 16, 2017 to the shareholders who had not registered their e-mail IDs with the Company/Depositories and also sent by e-mail the said documents to shareholders whose e-mail IDs were registered with the Company/Depositories. The Company also published a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the provisions of the Act and Rules framed thereunder. In compliance with the provisions of Sections 108 and 110 of the Act and rule 20 and 22 of the Rules read with Regulation 44 of the SEBI Listing Regulations, the Company had offered the 98 Corporate Governance Report facility of e-voting to its members to enable them to cast their vote electronically."
+"The voting under the postal ballot was kept open from March 17, 2017 (9.00 a.m. IST) to April 15, 2017 (5.00 p.m. IST). Upon completion of scrutiny of the postal ballot forms and votes cast through e-voting in a fair and transparent manner, the scrutinizer i.e. Mr. Parikh submitted his report to the Company and the results of the postal ballot were announced by the Company on April 17, 2017. The voting results were sent to the Stock Exchanges and also displayed on the Company's website www.tcs.com and on the website of National Securities Depository Limited www.evoting.nsdl.com # iii. Details of special resolution proposed to be conducted through postal ballot: No special resolution is proposed to be conducted through postal ballot at the AGM to be held on June 16, 2017. # V. Other Disclosure |Particulars|Regulations|Details|Website link for details/policy| |---|---|---|---| |Related party transactions|Regulation 23 of SEBI Listing Regulations and as defined under the Act|All material transactions entered into with related parties during the financial year were in the ordinary course of business and approved by the Audit Committee. The board approved policy for related party transactions is uploaded on the website of the Company.|Link| |D e t a i l s o f N o n - compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India ('SEBI') or any statutory authority on any matter related to capital markets|Schedule V (c) 10(b) to the SEBI Listing Regulations|There were no cases of non-compliance during the last three years 2014-15, 2015-16 and 2016-17| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|Link| |Policy on Determination of Materiality for Disclosures|Regulation 23 of SEBI Listing Regulations|The Company has adopted a Policy on Determination of Materiality for Disclosures|Link| |Policy on Archival and Preservation of Documents|Regulation 9 of SEBI Listing Regulations|The Company has adopted a Policy on Archival and Preservation of Documents|Link| Corporate Governance Report 99 # Annual Report 2016-17 |Particulars|Regulations|Details|Website link for details/policy| |---|---|---|---| |Discretionary requirements|Schedule II Part E of the SEBI Listing Regulations|- A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2016 was sent to every member in October 2016. - The auditors' report on statutory financial statements of the Company are unqualified. - The Company has complied with the requirement of having separate persons to the post of Chairman and Managing Director / Chief Executive Officer. - Ernst & Young LLP, the internal auditors of the Company, make presentations to the audit committee on their reports. | | |Reconciliation of share capital audit| |A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.|https://www.tcs.com/ir-corporate-governance| |Code of Conduct|Regulation 17 of SEBI Listing Regulations|The members of the board and senior management personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2017. The annual report of the Company contains a certificate by the Chief Executive Officer and Managing Director, on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management.|https://www.tcs.com/tata-code-of-conduct| |Subsidiary Companies|Regulation 24 of SEBI Listing Regulations|The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company."
+"The Company does not have any material non-listed Indian subsidiary company.|The Company has a policy for determining 'material subsidiaries' which is disclosed on its website at the following link| # 100 Corporate Governance Report # Particulars # Dividend Distribution Policy |Regulations|Details|Website link for details/policy| |---|---|---| |Regulation 43A of the SEBI Listing Regulations|A regular annual dividend consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.|Link| In distributing the profits of the Company among shareholders, Board of Directors will seek to balance members' need for a reasonable and predictable return on their investment with the Company's funding requirements for longer-term sustainable growth. # VI. Means of communication After meeting internal cash requirements and maintaining a reasonable cash balance towards any strategic investments, the Company will endeavor to return the rest of the free cash generated to shareholders through regular dividends. The quarterly, half-yearly and annual results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, LokSatta, Business Standard, The Hindu Business Line, Hindustan Times, and Sandesh. The results are also displayed on the Company's website ""www.tcs.com"". Press Releases made by the Company from time to time are also displayed on the Company's website. Presentations made to the institutional investors and analysts after the declaration of the quarterly, half-yearly and annual results are also displayed on the Company's website. A list of Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website under 'Investor FAQs' section. A Management Discussion and Analysis Report is a part of the Company's Annual Report. # VII. General shareholder information # i. Annual General Meeting for FY 2016-2017 |Date|June 16, 2017| |---|---| |Time|3.30 p.m.| |Venue|Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg New Marine Lines, Mumbai 400 020| As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of Directors seeking appointment/re-appointment at the ensuing AGM are given herein and in the Annexure to the Notice of the AGM to be held on June 16, 2017. # ii. Financial Calendar: |Year ending|March 31| |---|---| |AGM in|June| |Dividend Payment|The final dividend, if declared, shall be paid/credited on June 23, 2017| # iii. Date of Book Closure / Record Date As mentioned in the Notice of the AGM to be held on June 16, 2017 # iv. Listing on Stock Exchanges |National Stock Exchange of India Limited (""NSE"")|Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (East), Mumbai 400 051| |---|---| |BSE Limited (""BSE"")|25th floor, P. J. Towers, Dalal Street Mumbai 400 001| # Annual Report 2016-17 # v. Stock Codes/Symbol: NSE: TCS BSE: 532540 Listing Fees as applicable have been paid. # vi. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781 # vii. Market Price Data: High, Low (based on daily closing prices) and number of equity shares traded during each month in the year 2016-17 on NSE and BSE: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |Apr-2016|2,535.50|2,417.05|245,98,437|2,530.05|2,417.20|17,44,830| |May-2016|2,636.40|2,467.70|168,29,863|2,635.35|2,467.50|12,63,930| |Jun-2016|2,667.65|2,463.95|219,25,266|2,665.50|2,461.80|13,03,910| |Jul-2016|2,619.30|2,426.60|261,26,814|2,618.55|2,425.50|13,82,846| |Aug-2016|2,738.45|2,500.55|230,20,890|2,732.35|2,501.60|12,11,478| |Sep-2016|2,514.80|2,322.10|259,21,371|2,513.50|2,321.15|39,97,517| |Oct-2016|2,428.65|2,328.90|207,93,059|2,428.70|2,328.50|20,96,477| |Nov-2016|2,350.00|2,101.15|272,09,010|2,347.70|2,105.05|32,58,480| |Dec-2016|2,365.55|2,154.55|208,30,615|2,361.95|2,158.20|11,80,000| |Jan-2017|2,379.50|2,229.80|298,50,037|2,378.55|2,229.90|22,00,387| |Feb-2017|2,502.20|2,167.90|336,42,122|2,506.50|2,169.45|26,71,385| |Mar-2017|2,567.50|2,412.05|236,94,270|2,562.35|2,412.10|19,99,462| # viii. Performance of the share price of the Company in comparison to the BSE Sensex: 120 110 100 90 80 70 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 TCS Share Price BSE SENSEX Base 100 = April 1, 2016 # 102 Corporate Governance Report # ix. Registrars and Transfer Agents: Name and Address: TSR DARASHAW Limited (""TSRDL"") 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Telephone: 91 22 6656 8484 Fax: 91 22 6656 8494 E-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com # x. Places for acceptance of documents Documents will be accepted at: TSR DARASHAW Limited 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Time: 10.00 a.m. to 3.30 p.m. (Monday to Friday except bank holidays) For the convenience of the shareholders based in the following cities, transfer documents and letters will also be accepted at the following branches/agencies of TSRDL: # a."
+"Branches of TSRDL: |TSR DARASHAW Limited|TSR DARASHAW Limited| |---|---| |503, Barton Centre, 5th Floor|'E' Road, Northern Town| |84, Mahatma Gandhi Road|Bistupur| |Bangalore 560 001|Jamshedpur 831 001| |Telephone: 91 80 2532 0321|Telephone: 91 657 2426616| |Fax: 91 80 2558 0019|Fax: 91 657 2426937| |E-mail: tsrdlbang@tsrdarashaw.com|E-mail: tsrdljsr@tsrdarashaw.com| |TSR DARASHAW Limited|TSR DARASHAW Limited| |---|---| |Tata Centre, 1st Floor|2/42, Ansari Road, 1st Floor| |43, J. L. Nehru Road|Daryaganj, Sant Vihar| |Kolkata 700 071|New Delhi 110 002| |Telephone: 91 33 2288 3087|Telephone: 91 11 2327 1805| |Fax: 91 33 2288 3062|Fax: 91 11 2327 1802| |E-mail: tsrdlcal@tsrdarashaw.com|E-mail: tsrdldel@tsrdarashaw.com| # b. Agent of TSRDL: Shah Consultancy Services Limited 3, Sumatinath Complex, 2nd Dhal Pritam Nagar, Ellisbridge Ahmedabad 380 006 Telefax: 91 79 2657 6038 E-mail: shahconsultancy8154@gmail.com Corporate Governance Report 103 # Annual Report 2016-17 # xi. Share Transfer System: 99.94% of the equity shares of the Company are in electronic form. Transfer of these shares are done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form, the transfer documents can be lodged with TSRDL at any of the above mentioned addresses. Transfer of shares in physical form is normally processed within ten to twelve working days from the date of receipt, if the documents are complete in all respects. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary), under the authority of the board, severally approve transfers, which are noted at subsequent board meetings. # xii. Shareholding as on March 31, 2017: # a. Distribution of equity shareholding as on March 31, 2017: |Number of shares|Holding|Percentage to capital (%)|Number of accounts|Percentage to total accounts (%)| |---|---|---|---|---| |1 - 100|1,92,68,969|0.98|5,36,041|84.05| |101 - 500|1,80,02,098|0.91|83,574|13.10| |501 - 1000|71,40,310|0.36|10,061|1.58| |1001 - 5000|1,21,92,212|0.62|6,136|0.96| |5001 - 10000|41,19,726|0.21|590|0.09| |10001 - 20000|50,01,393|0.25|353|0.06| |20001 - 30000|34,26,504|0.18|142|0.02| |30001 - 40000|36,01,452|0.18|103|0.02| |40001- 50000|33,88,535|0.17|76|0.01| |50001 -100000|1,54,46,657|0.79|216|0.03| |100001 - above|1,87,88,40,085|95.35|511|0.08| |GRAND TOTAL|197,04,27,941|100.00|6,37,803|100.00| # b. Categories of equity shareholding as on March 31, 2017: |Category|Number of equity shares held|Percentage of holding (%)| |---|---|---| |Promoters|1,44,34,51,698|73.26| |Other Entities of the Promoters Group|10,63,454|0.05| |Insurance Companies|8,63,30,709|4.38| |Indian Public and others|7,47,54,449|3.79| |Mutual Fund and UTI|1,85,24,541|0.94| |Corporate Bodies|92,43,212|0.47| |Banks, Financial Institutions, State Governments and Central Government|17,78,686|0.09| |Foreign Institutional Investors|3,56,48,888|1.81| |Foreign Portfolio Investor - Corporate|29,72,84,243|15.09| |NRI's / OCBs / Foreign Nationals|23,48,061|0.12| |GRAND TOTAL|1,97,04,27,941|100.00| # Corporate Governance Report # c. Top ten equity shareholders of the Company as on March 31, 2017: |Sr. No.|Name of the shareholder|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Limited|1,443,451,698|73.26| |2|Life Insurance Corporation of India|71,841,104|3.65| |3|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|16,035,510|0.81| |4|Abu Dhabi Investment Authority|11,033,526|0.56| |5|Lazard Emerging Markets Portfolio|10,532,329|0.53| |6|Government of Singapore|9,857,425|0.50| |7|Oppenheimer Developing Markets Fund|9,472,685|0.48| |8|Vanguard Emerging Markets Stock Index Fund, (a series of Vanguard International Equity Index Fund)|75,00,802|0.38| |9|Europacific Growth Fund|6,854,315|0.35| |10|Aberdeen Global Indian Equity Limited|6,272,473|0.32| # xiii. Dematerialisation of shares and liquidity: The Company's shares are compulsorily traded in dematerialised form on NSE and BSE. Equity shares of the Company representing 99.94% of the Company's equity share capital are dematerialised as on March 31, 2017. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xiv. Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence as on March 31, 2017, the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments. # xv. Commodity price risk or foreign exchange risk and hedging activities: Please refer to Management Discussion and Analysis Report for the same. # xvi."
+"Equity shares in the suspense account: In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, the Company reports the following details in respect of equity shares lying in the suspense account which were issued in dematerialised form pursuant to the public issue of the Company: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2016|200|7,746| |Shareholders who approached the Company for transfer of shares from suspense account during the year|5|300| |Shareholders to whom shares were transferred from the suspense account during the year|(5)|(300)| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2017|195|7,446| The voting rights on the shares outstanding in the suspense account as on March 31, 2017 shall remain frozen till the rightful owner of such shares claims the shares. Corporate Governance Report 105 # Annual Report 2016-17 # xvii. Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund (""IEPF""): Pursuant to Sections 205A and 205C, and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, were required to be transferred to the IEPF. Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), both of which were applicable with effect from September 7, 2016, also contain similar provisions for transfer of such amounts to the IEPF. Accordingly, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, which have been amalgamated with the Company, have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the Company for the amounts so transferred. # a. For shareholders of erstwhile TCS e-Serve Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2009-10|August 24, 2010|August 23, 2017| |2010-11|August 12, 2011|August 11, 2018| |2011-12|July 10, 2012|July 9, 2019| |2012-13|May 30, 2013|May 29, 2020| # b. For shareholders of erstwhile CMC Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2009-10|June 29, 2010|June 28, 2017| |2010-11|June 27, 2011|June 26, 2018| |2011-12|June 27, 2012|June 26, 2019| |2012-13|June 26, 2013|June 25, 2020| |2013-14|June 23, 2014|June 22, 2021| |2014-15|June 11, 2015|June 10, 2022| |2015-16|July 16, 2015|July 15, 2022| # c. For shareholders of Tata Consultancy Service Limited (TCS): |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2009-10|July 2, 2010|July 1, 2017| | |July 15, 2010|July 14, 2017| |2010-11|October 21, 2010|October 20, 2017| | |January 17, 2011|January 16, 2018| # Corporate Governance Report # Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa. # xviii. Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building Nariman Point Mumbai 400 021 Telephone: 91 22 6778 9595 Fax: 91 22 6778 9660 Designated e-mail address for Investor Services: investor.relations@tcs.com Website: www.tcs.com # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2017, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them."
+"For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, Global Head - HR, Global Business Unit Heads, Global Head - Legal and the Company Secretary as on March 31, 2017. Rajesh Gopinathan Chief Executive Officer and Managing Director Mumbai, April 18, 2017 Corporate Governance Report 107 # Annual Report 2016-17 # INDEPENDENT AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE # TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED 1. We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of TATA CONSULTANCY SERVICES LIMITED (""the Company""), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2017, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). # Managements' Responsibility 2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI Listing Regulations. # Auditors' Responsibility 3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 4. We have examined the books of account and other relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company. 5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI. 6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. # Opinion 7. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year ended March 31, 2017. 8. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W / W-100018) P. R. RAMESH Partner (Membership No.70928) MUMBAI, April 18, 2017 # Corporate Governance Report # Corporate Sustainability Report TCS Noida, Delhi # Annual Report 2016-17 # Corporate Sustainability Report Being part of the Tata group, TCS has a unique relationship with society at large. The Tata ethos of caring for the community governs all our actions. At the structural level, nearly half the dividend we pay out annually eventually reaches the various philanthropic trusts that own Tata Sons Ltd, going towards funding community programs in the areas of education, healthcare, and livelihoods. It is a source of tremendous pride and motivation to employees that their efforts and contribution to the company's business success result in tangible benefits to society at large. TCS also engages in a variety of sustainability initiatives, with the goal of empowering communities to make an impact in the three focus areas of Education and Skills, Health and Wellbeing, and Environmental Stewardship. Our sustainability initiatives take the form of volunteering effort by our employees, providing pro bono IT services for worthy causes, and funding programs run by non-governmental organizations and other agencies. In this section, we discuss our ongoing programs and new initiatives launched in FY17 towards making the world a better place."
+"The statutory Business Responsibility Report is provided at the back of the Annual Report, along with some disclosures. TCS also publishes a more detailed Sustainability Report that is aligned with international sustainability disclosure standards. This is available on our website, www.tcs.com. # People When TCS Mumbai associate Akhilesh Beri set out to conduct a clean-up drive at a city beach, only a few of his colleagues were willing to pursue the cause. Nevertheless, the small group was determined. They announced their intention on the TCS Purpose4Life portal, reaching out to like-minded associates far beyond their known circles. The result: nearly a 100 people turned up on the appointed day to spruce up Mumbai's Juhu beach. File: AR_TCS_2016_2017.md ""We were only a few people and the cause demanded greater numbers. After we put up our plan on the portal, people responded in large numbers, bringing their families along. This initiative would have remained just a thought had it not been for Purpose4Life."" The program is one of the many employee engagement initiatives launched by TCS, through which associates are encouraged to commit a minimum of 10 hours of volunteer activity each year. We aim to leverage our large employee base, vast global presence, and unmatched IT expertise to bring about social change. In FY17, TCS associates dedicated 694,487 hours for various activities such as cleaning up beaches and forts, teaching marginalized communities conversational English, basic mathematics, and science, and augmenting their computer skills. # Education and Skill Development Demonstrating our faith in the ability of computer-based education to empower those without access to resources and opportunities, we launched our flagship program for social empowerment, BridgeIT, in collaboration with the National Confederation of Dalit and Adivasi Organisations. The program aims to use Digital tools to mainstream marginalized communities, with focus on education, employability, and entrepreneurship. In FY17, under BridgeIT, we trained 126 Digital entrepreneurs to implement our computer-aided learning module in 210 government schools, reaching 18,230 children and 808 adults across 143 villages. In schools where the program is active, overall attendance went up by nearly 52%. TCS is also bringing the power of IT to support the Government of India's efforts toward making every adult functionally literate. Our long-running CSR initiative, the Adult Literacy Program (ALP) has the computer-based functional literacy (CBFL) system at its core. As part of the CBFL solution, non-literate adults receive approximately 50 hours of training in their native languages. CBFL supports nine Indian and three foreign languages. The BridgeIT program aims to mainstream marginalized communities using Digital tools. 110 Corporate Sustainability Report The number of participants as well as the beneficiaries under ALP has gone up. We work with a range of partners, from jail authorities and local governments to NGOs and corporates. In FY17, this program reached over 1,26,000 persons. TCS has also designed a program to increase the employability of visually impaired youth in India. Our Advanced Computer Training Centre (ACTC) offers them free, industry-specific training and skilling. The courses are tailored as per industry requirements to ensure a high placement rate. Target customers hail from industries such as legal and accountancy services, banking, hospitality, retail, BPO, and IT. In Bengaluru, India, we have partnered with local NGOs to organize lab-based experiments to make science education more enjoyable for over 2,600 primary school students and 327 teachers across 19 government schools. TCS has also made science learning more accessible to children in tribal areas across Odisha by setting up mobile laboratories at 200 schools in the state, with the help of NGO partners. # TCS' Adult Literacy Program partners today range from NGOs to corporates TCS also runs separate BPS and IT Employability Programs for the underprivileged. Launched in 2010, the BPS Program imparts basic training in English grammar and communication, mathematics, analytics, computers, and the working of the BPS industry. The IT Employability Program, on the other hand, trains rural engineering and science graduates in business skills, general aptitude, and technical skills. In FY17, over 9,100 students benefited from the former, while the latter helped 2,400 students. TCS' mobile laboratories at 200 schools across Odisha are making science learning accessible to children in tribal areas. To bring teachers up to speed with our fast-changing world, TCS initiated a Teacher Empowerment Program in 2014. This module provides them with soft skills through intensive training in communication, presentation, empathy, ethics, organizational behavior, time management, and stress management. Nearly 850 teachers have benefited from the program till date."
+"But education alone cannot bridge the talent gap in India. Mindful of this reality, TCS launched its UDAAN program, which offers experiential, activity-based learning over 14 weeks to help youngsters get access to employment opportunities. Facilitated by the National Skill Development Corporation, UDAAN is helping the youth in Jammu and Kashmir improve their employability. Of the 743 youngsters that have undergone training, 675 have been offered job opportunities with TCS. Another program, Empower, focuses on enhancing spoken skills and basic computer-related knowledge. It has benefited nearly 2,178 support staff who have been employed and other organizations across 14 Indian cities. Children from marginalized communities need more than just classroom sessions to get a well-rounded education. So, TCS sponsors the education of students living in hostels run by the Manuski Center in Pune. We also fund subject-wise tuition classes, water filters, computers, and Wi-Fi facilities at the center. A similar initiative in villages on the outskirts of Mumbai has given nearly 1,300 tribal children access to volunteer-led English and computer science lessons, subject-wise laboratories, computers, printers, and scanners. With knowledge of programming languages being an imperative to succeed in a Digital economy, TCS has developed LaunchPad, an animated series that uses gamification to teach programming logic in C++ and Python to school students. Since 2016, the program has reached over 5,700 students across India, Muscat, and Singapore. A similar program, InsighT, was launched in Chennai in 2006 to help higher secondary school students understand programming and application development. Having supported over 12,700 students since inception, InsighT was taken on the cloud in 2016 due to the growing demand for face-to-face sessions. Corporate Sustainability Report 111 # Annual Report 2016-17 After funding the construction of toilets in 1,472 schools across the country - reaching over 80,757 girl students - under the Prime Minister's Swachh Bharat in FY16, TCS is currently supporting sanitation awareness programs and the maintenance of the toilets. # TCS sponsors the educational infrastructure for students living in hostels run by the Manuski Center in Pune To facilitate resource sharing and collaboration among young entrepreneurs, we set up the Digital Impact Square (DISQ) -- an open, social innovation center for students, start-up owners, and budding entrepreneurs from across the country. A select group of innovators receive sponsorship to look for ways to solve India's pressing social problems through Digital technology. In our continuing effort to align science and engineering education with the needs of the industry, we have launched an MSc program in Big Data Analytics in partnership with four leading institutes in India. Eighty students have enrolled in the first batch. Another brick-and-mortar initiative was the Kohli Research Block at the Kohli Center on Intelligent Systems (KCIS), IIIT Hyderabad. Inaugurated on January 16, 2017, this 60,000-sq-ft center is dedicated to research activities in robotics, natural language processing, and cognitive sciences. # Health and Sanitation Efforts After implementing a highly acclaimed system to cut wait times for OPD patients at India's premier medical institution, the All India Institute of Medical Sciences (AIIMS). In 2016, TCS has initiated a similar transformation at the Tata Medical Center (TMC), Kolkata. We have deployed our Hospital Management System (HMS) at TMC and the Cancer Institute (CI), Chennai, to deliver integrated patient treatment. In FY17, TCS upgraded CI's Digital infrastructure to handle the increasing load of users and transactions. The benefits to patients were immediate: faster access to consultations, tests, and reports. The hospital can now focus on patient care instead of documentation. # Overseas Initiatives To encourage schoolchildren to pursue higher education in the science, technology, engineering, and mathematics (STEM) fields, TCS has implemented student engagement programs across several countries. In North America, our flagship program goIT continues to scale well (page 12). TCS is leading cross-sector efforts to expand diversity and ensure access to computer science education, including its founding partnership of STEM mentoring programs such as US 2020 and Million Women Mentors, and our ongoing work with partners such as NPower, NCWIT, Boys Scouts of America, and STEMconnector. Over 3,000 TCS volunteers supported these programs in FY17, reaching over 17,600 students. Additionally, over 300,000 people benefited through TCS' leadership in national initiatives, STEM partnerships, and pro bono tech platforms. On December 1, 2016, MWM crossed the one million mentor pledges milestone, and has already engaged over 650,000 mentor-mentee relationships. Meanwhile, the goIT program has taken wing and expanded across the Atlantic to Finland, Germany, and Sweden, and has so far reached more than 1,500 young people in direct partnerships with local schools."
+"In each geography, the implementation of the program was tailored to fit local needs. One goIT success story is currently unfolding in Germany. At Frankfurt's Edith-Stein-Schule Antoniushaus Hochheim, a school catering to differently-abled students, identical twins, Dominik and Michael, started small at goIT, tinkering with LEGO robots and the like. But two sessions in, the wheelchair-bound brothers, who had never programmed before, were hooked. Both the brothers have received student internships with TCS. In the UK, TCS has been running its STEM initiative, IT Futures, under which we conduct workshops in schools and universities, develop online resources, and offer employment and internships to participants. In 2017, TCS created a tablet-based tool called e-partogram. Prescribed by the World Health Organization, this tool is used by workers associated with the Indian Institute of Public Health in Odisha to reduce infant and maternal mortality by identifying and prioritizing critical cases. Wheelchair-bound identical twins, Dominik, and Michael from Frankfurt received student internships with TCS after attending our goIT program. 112 Corporate Sustainability Report reached over 170,000 young people since inception, with 84,000 beneficiaries in FY17. ""I always shrugged off the idea of choosing a career in IT, because I felt it wasn't for me. But TCS' workshops really showed me the practical side of IT and technology,"" says Miqdad, a sixth form grade from London's Stepney Green Maths, Computing and Science College. To keep young minds like Miqdad engaged, TCS also launched a series of events called Spark Salon. This program showcases thought-provoking perspectives on the role of technology in sustainability. In Latin America, TCS runs the ENABLE program, an employment-related initiative that provides technical and soft skills training to underprivileged youth. In FY17, 24 ENABLE programs touched the lives of over 1,500 people across eight countries. The flagship goIT program has also been activated in this geography. In Asia-Pacific, TCS associates supported Operation Smile in China, helping 85 underprivileged children undergo cleft lip surgeries in FY17. In Hong Kong, TCS partnered with the Young Men's Christian Association (YMCA) to improve the quality of life of 293 underprivileged women and children. In the Philippines, we ran programs to support local schools that lack government funding, benefiting 3,500 students in FY17. In Australia, goIT has changed the lives of over 8,000 students and 531 teachers. Several tree-planting drives have also been held in schools and local communities across the Philippines, Malaysia, Thailand, and China. In South Africa, TCS partnered with the Department of Public Enterprise to set up an IT learning center at Lisisiki in the Eastern Cape. This IT center is intended for use by multiple schools to provide children with basic IT skills, and to train unemployed women and youngsters in the local community. Every year, TCS associates contribute about 200 hours to train children in basic IT concepts in and around Johannesburg. With all these initiatives, Tata Consultancy Services continues to change the lives of people across the globe - both within the company and outside. # Employee Engagement Employee engagement is a key part of TCS' Environmental Sustainability Roadmap. To sensitize associates toward nature and the need to conserve resources, we organize induction training and on-site activities, and regularly send out awareness emails. Over 12 lakh training hours were spent on health, safety, and the environment in FY17. TCS also observed 'Tata Sustainability Month' in June 2016, with over 1.6 lakh associates participating. As part of this initiative, more than 26,000 LED bulbs were supplied to 7,221 employees with the help of Energy Efficiency Services Ltd, and as part of the Ujala initiative of the Government of India. More than 20,000 people were also engaged beyond TCS boundaries through exhibitions and sessions at school and colleges. # Planet While plastic is not biodegradable, it can be recycled and reused. As part of a pilot program, TCS set up a PET bottle-crushing biocrux machine within its Pune campus in January 2017. These machines help convert PET bottles into flakes, which are used to create recycled products, or are absorbed for further industrial use. Since its installation, the biocrux machine has compacted 24,337 bottles, weighing a total 402 kg. The benefits are manifold -- this not just helps reduce emissions, and the Company's carbon footprint as a result, but also ensures TCS sends 'zero waste to landfills.' Both these are commitments to sustainability that we have made, and continue to abide by, among other components of our environment management plan."
+"And both TCS and our supply chain partners are held to the same high standards through a series of programs. (See Exhibit 1 and 2.) Sustainability is a key criterion for selecting vendors and maintaining ongoing relationships with them. Compliance to legal requirements is set as the minimum requirement for business. |Green|Assess: Based on the vendor risk level and engagement requirement, conduct assessment ranging from desktop to regular site audits.| |---|---| |Climate|Engage: Based on the risk level assigned in Step 3, draw the vendor engagement plan at all stages from release of tender till on-boarding.| |Beyond Compliance|Assign overall risk level and impact type: Prioritize based on the risk level assigned as an outcome of Step and ascertain whether impact on TCS is direct or indirect.| |Focus|Conduct risk assessment: Check for environmental, social, and safety risks for each vendor and product category.| | |Evaluate the vendor/product portfolio and prioritize.| # Exhibit 1: Environmental Management at TCS # Exhibit 2: Steps for Supply Chain Sustainability [1] Data for all geographies. Corporate Sustainability Report 113 # Annual Report 2016-17 # Energy Conservation As part of our energy conservation plans, we aim to halve the company's carbon footprint by 2020, with FY08 taken as the base year. Energy consumption is the key contributor to TCS' carbon footprint, with purchased electricity accounting for 90% of our total consumption. To achieve this carbon target, TCS has formulated a detailed plan of action on energy and carbon management, focusing on four key levers: green buildings, efficient operations, green IT, and use of renewable energy. The foundation to better energy use is set with green infrastructure, designed as per green building standards for resource efficiency. Currently, over 50% of the total real estate portfolio of the Company is certified green building space, and 80% of TCS-owned real estate certified by the Indian Green Building Council (IGBC) or LEED. As part of its remote energy monitoring and control initiative, TCS has completely digitized the energy monitoring process for over 135 locations in India and 23 key data centers. A centralized Resource Operations Center at Kochi helps monitor and streamline energy consumption with real-time analysis of usage patterns. Our efforts in energy conservation have won accolades. Four TCS facilities -- Garima Park, Gandhinagar; Deccan Park, Hyderabad; New Campus, Kochi; and Synergy Park, Hyderabad -- won awards for energy management at the 17th National Award for Excellence in Energy Management 2016, organized by the Confederation of Indian Industries. Apart from conventional sources of electricity, we also source power from rooftop solar panels and renewable energy purchased from third-party providers. We are targeting a 20% usage of renewable energy by 2020. Towards this, we are exploring more procurement from third-party providers, and also increasing in-house generation. In FY17, we reached the 7.2% mark, remaining on track to achieve the 2020 target. Our concerted efforts resulted in the reduction of our overall energy consumption by 8.3% over FY16, and 49.1% over baseline year FY08. Our combined GHG emission (Scope 1 + Scope 2) was 1.62 tCO2e/FTE, 49.1% less than the baseline year 2008, and 9.72% less than the last reporting year. # Water Conservation All our new facilities are built for water conservation to ensure 100% treatment of sewage and rainwater harvesting. In FY17, consistent water management measures have helped reduce per capita fresh water consumption by 14.6% over baseline year FY08, and flattish compared to FY16. TCS recycled 7.5 mn kL of water in FY17. Implementation of rooftop collection systems, storage tanks, and recharge trenches and pits has led to a 25% increase in the rainwater harvesting potential at TCS sites in FY17 over the previous year. # Waste Reduction and Reuse Being an IT services and consulting organization, TCS does not produce industrial waste. Instead, the emphasis is on reducing municipal solid waste, as well as electronic and electrical waste. There is also a relatively smaller proportion of potentially hazardous wastes, such as lead-acid batteries and waste lube oil. TCS' waste management practices (Exhibit 3) seek to ensure that less than 5% waste is sent to landfills by 2020 by ensuring segregation at source, reuse, and recycle wherever possible."
+"|On-site composting and/or digestion sent to piggeries as feed|Food and garden waste|Disposed through government authorized recyclers in compliance with local regulations| |---|---|---| |Printer and toner cartridges|Sent back to the manufacturer under product take-back arrangement| | |Paper and mixed dry waste|Paper - sent for recycling|Mixed dry waste - sent to scrap dealers or municipal disposal| In FY17, 27.4% of the total wet waste generated was treated through onsite composting or bio-digester treatment. A total of 185.5 ton of compost was generated from garden waste in FY16, helping TCS avoid the use of chemical fertilizers, and the resultant soil and groundwater pollution. As for e-waste, in FY17, 25,623 items of redundant equipment were disposed of through government-authorized handlers or recyclers, in accordance with the regulations of each country. For India operations, hazardous wastes (as defined by regulations) are handled and disposed of as per the Hazardous Waste (Management and Handling) Rules, 2008, only through government-authorized vendors. As a result of TCS' focus on waste reduction, per capita paper consumption has reduced by 19.8% over the prior year, and 83.6% over the baseline. The success of this drive can be attributed to the awareness created among associates, and the enforcement of printing discipline through automated and manual means. Paper waste is carefully segregated, shredded, and sent for recycling. In some cases, waste paper is sent to NGOs, which supply stationery items such as notepads and files made from recycled paper back to TCS. In FY17, TCS continued to achieve 100% recycling of its paper waste. [2] Data given is only for India, since most overseas locations are multi-occupancy facilities, where waste handling and disposal is handled by the building authority. # Business Responsibility Report TCS Synergy Park, Hyderabad # Annual Report 2016-17 This section is as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Business Responsibility Report 2016-17 A more detailed Sustainability Report for the year FY17 will be published shortly on our website: www.tcs.com. # Section A: General information about the company 1. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781 2. Name of the Company: Tata Consultancy Services Limited 3. Registered address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, India 4. Website: www.tcs.com 5. E-mail id: corporate.sustainability@tcs.com 6. Financial Year reported: April 1, 2016 to March 31, 2017 7. Sector(s) that the Company is engaged in (industrial activity code-wise): |ITC Code|Product Description| |---|---| |85249009|Computer Software| 8. List three key products / services that the Company manufactures / provides (as in balance sheet): Consulting and IT Services, IT Infrastructure Services, and Business process services 9. Total number of locations where business activity is undertaken by the Company: 141 Solution Centers Number of International Locations (Provide details of major 5): |Top 5 regions|Number of Locations| |---|---| |North America|7| |Continental Europe|3| |UK & Ireland|7| |APAC|9| |LATAM|8| 10. Number of National Locations: 105 Markets served by the Company - Local / State / National / International: North America, Latin America, United Kingdom & Ireland, Continental Europe, Asia Pacific, Middle East & Africa, and India # Section B: Financial details of the company 1. Paid up Capital (INR): 197 Crore 2. Total Turnover (INR): 1,17,966 Crore 3. Total profit after taxes (INR): 26,289 Crore 4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): 1.7% of average profit for previous three years in respect of standalone TCS (India initiatives only) 5. Category (CSR in India only): |Category|Amount (Crore)| |---|---| |Education & Skill Building|90.6| |Health & Wellness|88.3| |Restoration of Heritage Site|0.2| |Environmental Sustainability|0.6| |Contribution to TCS Foundation|200.0| |Total|379.7| 6. List of activities in which expenditure in 4 above has been incurred: Including overseas spend, the Company's total spending on Corporate Social Responsibility is ` 437 Crore # Section C: Other details 1. Does the Company have any Subsidiary Company/ Companies? Yes 2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent company? Yes. 22 subsidiaries participated 3. Do any other entity/entities (e.g. suppliers, distributors, etc.) that the Company does business with participate in the BR initiatives of the Company? No # Section D: BR information 1. Details of Director/Directors responsible for BR Details of the Director/Director responsible for implementation of the BR policy/policies: The Corporate Social Responsibility (CSR) Committee of the Board of Directors is responsible for implementation of BR policies. The members of the CSR Committee are as follows: |DIN Number|Name|Designation| |---|---|---| |00121863|Mr N. Chandrasekaran|Chairman| |00548091|Mr O.P."
+"Bhatt|Independent Director| |06365813|Mr Rajesh Gopinathan|Chief Executive Officer and Managing Director| |07121802|Ms Aarthi Subramaniam|Executive Director| 2. Details of the BR head: Name: Mr. Ajoyendra Mukherjee Designation: Executive Vice President & Global Head HR Telephone number: 022 67789999 E-mail id: corporate.sustainability@tcs.com # 2. Principle wise (as per NVGs) BR Policy/policies The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows: - P1 Business should conduct and govern themselves with ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner |S.N. Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---|---| |1 Do you have a policy / policies for....|Y|Y|Y|Y|Y|Y|Y|Y|Y| |2 Has the policy been formulated in consultation with the relevant stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |3 Does the policy conform to any national/international standards?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |4 Has the policy been approved by the Board? If yes, has it been signed by MD/owner/CEO/appropriate Board Director?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |5 Does the company have a specified committee of the Board/Director/Official to oversee the implementation of the policy? Indicate the link for the policy to be viewed online.|Y*|Y*|Y*|Y**|Y*|Y***|Y*|Y*|Y*| |6 Has the policy been formally communicated to all relevant internal and external stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |7 Does the company have in-house structure to implement the policy/policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |8 Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/policies?|Y|N|Y|N|N|Y|N|N|Y| |9 Has the company carried out independent audit/evaluation of the working of this policy by an internal or external agency?|Y|Y|Y|Y|Y|Y|Y|Y|Y| * Tata Code of Conduct (https://www.tcs.com/tata-code-of-conduct); ** CSR Policy (http://sites.tcs.com/corporate-sustainability/corporate-social-responsibility-policy); *** Environment Policy (http://sites.tcs.com/corporate-sustainability/environmental-policy) # 3. Governance related to BR (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO meet to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: Within 3 months. The Board meets 7-8 times a year (b) Does the Company publish a BR or Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Yes, the Company publishes its Sustainability Report annually. The hyperlink is: http://sites.tcs.com/corporate-sustainability/archive-of-annual-sustainability-reports File: AR_TCS_2016_2017.md # Section E: Principle-wise performance # Principle 1 1. Does the policy relating to ethics, bribery, and corruption cover only the company? No Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? Yes 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so: 129 ethics concerns from various stakeholders were received in the year FY17. 123 (95%) of these were satisfactorily resolved. The remaining concerns are under review. Business Responsibility Report 117 # Annual Report 2016-17 # Principle 2 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities: Three examples of work done by TCS that results in social and environmental good are: - (a) Reduction of emissions from thermal plants (See Page 19) - (b) Reduction in electricity consumption at TCS centers (See Page 14) - (c) mKrishi system that empowers farmers with data to improve farming productivity (More details online - https://goo.gl/w8Ysws) 2. 1. (a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain? Not applicable 2. (b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?: See Page 14 (Reimagining Energy Management) 3. Does the company have procedures in place for sustainable sourcing (including transportation)? Yes 1. (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. 100% of our suppliers sign the Supplier Code of Conduct and the Tata Code of Conduct. Our policy on supply chain sustainability can be found here: http://sites.tcs.com/corporate-sustainability/sustainable-supply-chain-policy."
+"More details of our framework are provided in our Corporate Sustainability Report, which forms part of this Annual Report. 4. Has the company taken any steps to procure goods and services from local and small producers, including communities surrounding their place of work? Yes 1. (a) If yes, what steps have been taken to improve the capacity and capability of local and small vendors? Two vendors from the marginalised community commissioned and empanelled with TCS under the CSR supplier diversity and affirmative action initiatives continue to work with TCS. Under the BridgeIT program, TCS has trained digital entrepreneurs who have established themselves as key resources in the villages within which they operate. The Company has worked to open up new avenues and provide opportunities to the entrepreneurs to utilize their skills in an effective manner, including providing them the opportunity to be part of Jagriti Yatra, the government initiative of 'building India through enterprise'. To enhance livelihood options in Panvel, India, TCS associates have trained 45 women in making eco-friendly jute bags through the 'Women Empowerment Programme'. We procure those bags for distribution at various marketing events organized by TCS. 5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so: Yes. For more details please refer Corporate Sustainability Report, which forms part of this Annual Report. # Principle 3 1. Please indicate the Total number of employees: 3,87,223 as on March 31, 2017 2. Please indicate the Total number of employees hired on temporary/ contractual/casual basis: 14,525 as on March 31, 2017 3. Please indicate the Number of permanent women employees: 1,34,542 as on March 31, 2017 4. Please indicate the Number of permanent employees with disabilities: 525 5. Do you have an employee association that is recognized by the management? Yes 6. What percentage of your permanent employees are members of this recognized employee association? 0.02% 7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year: 65 complaints of sexual harassment, of which four are pending. No complaints received in other areas. 8. What percentage of your under mentioned employees were given safety & skill upgradation training in the last year? - (a) Permanent Employees - 98% - (b) Permanent Women Employees - 98% - (c) Casual/Temporary/Contractual Employees - 87% - (d) Employees with Disabilities - 87.8% # Principle 4 1. Has the company mapped its internal and external stakeholders? Yes 2. Out of the above, has the company identified the disadvantaged, vulnerable and marginalized stakeholders? Yes 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable, and marginalized stakeholders? If so, provide details thereof, in about 50 words or so: Yes. TCS has several programs designed to benefit marginalized stakeholders. Please refer Corporate Sustainability Report, which forms part of this Annual Report, for details of BridgeIT, Advanced computer training for the visually impaired, Adult Literacy Program, UDAAN and BPS/IT Employability Programs. 118 Business Responsibility Report # Principle 5 1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? The policy is applicable to TCS, its subsidiaries and vendors. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? None was received. # Principle 6 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others? The policy is applicable to TCS, its subsidiaries and vendors. 2. Does the company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc: Yes. For more details please refer Corporate Sustainability Report, which forms part of this Annual Report. 3. Does the company identify and assess potential environmental risks? Yes. 4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not applicable. 5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc: Yes."
+"For more details please refer Corporate Sustainability Report, which forms part of this Annual Report. 6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes. 7. Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. None. # Principle 7 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: Yes. Some organizations are - National Association of Software and Services Companies (NASSCOM), Confederation of Indian Industries (CII), All India Management Association (AIMA), Federation of India Chambers of Commerce and Industry (FICCI), US India Business Council (USIBC), and US Chamber of Commerce. 2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/ No; if yes, specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others): Yes. TCS participated in consultations on Governance and Administration, Sustainable Business Principles, Inclusive Development Policies (with a focus on skill building and literacy), Economic Reforms and Tax, and other legislations. TCS uses the Tata Code of Conduct as a guide for its actions in influencing public and regulatory policy. # Principle 8 1. Does the company have specified programmes/initiatives/ projects in pursuit of the policy related to Principle 8? If yes, details thereof? Yes. For more details please refer Corporate Sustainability Report, which forms part of this Annual Report. 2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization? TCS uses all of these modes. 3. Have you done any impact assessment of your initiative? Yes. 4. What is your company's direct contribution to community development projects - Amount in INR and the details of the projects undertaken? Rs 437 crore. For more details please refer Corporate Sustainability Report, which forms part of this Annual Report. 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words or so. Yes. Initiatives conducted under CSR are tracked to determine the outcomes achieved and the benefits to the community. Internal tracking mechanisms, monthly reports, and follow-up field visits, and telephonic and email communications are regularly carried out. The Company has engaged highly trained employees to drive and monitor the CSR activities. # Principle 9 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year? 10.8% of complaints are pending resolution. 2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks (additional information): Not applicable. 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anticompetitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so: No. 4. Did your company carry out any consumer survey/ consumer satisfaction trends? Yes. Business Responsibility Report 119 # Annual Report 2016-17 # Awards and Recognition # Business - Ranked as one of the Top 3 Global Brands in IT Services by Brand Finance - Ranked among Top 100 US Brands in the annual 'Top 500 US Brands' survey by Brand Finance® for second consecutive year - Awarded the Business Superbrands status in the UK for the third year in a row - Won Three Silver Stevies® at 2016 American Business Awards, for Brand Experience of the Year (Business-to-Business), Mobile Marketing Campaign of the Year and Corporate Social Responsibility Program of the Year."
+"- Ranked Number One on the 2016 IDC Financial Insights FinTech Rankings Top 100 - TCS Remote Energy Management Solution won the 2016 IoT Award in the Connected Building category from IoT Evolution magazine - Won four awards at the CII's 17th National Awards for Excellence in Energy Management 2016 - Won the Top Employee Engagement and Social Responsibility Awards at the North American Employee Engagement Awards # Partner - Honored with Best Supplier Award by Infineon - Conferred with the Oracle Cloud Elite designation within the OPN Cloud Program; awarded the Oracle Excellence Award for the third consecutive year, named this time as the OPN Cloud Program Solution: PaaS Partner of the Year - Awarded '2016 Digital Innovator of the Year' by GE Digital - Recognized by Pega Japan with the Best Partner Award 2016 - Awarded a Gold Stevie for the Interview Ready Mobile Learning App at International Business Awards 2016 - Achievers Award for '50 Most Engaged Workplaces in North America' for the fourth consecutive year - Won 'Best Supplier' award from NXP - Awarded the 'Run SAP® Partner of the Year' Pinnacle Award for the fourth consecutive year # Leadership - Named Technology Company of the Year at the 2016 Asia CEO Awards - Ignio™ recognized as the 'Best Enterprise Application for AI' by The AIconics, the independently judged awards celebrating innovation - Won the Asian Banker Technology Innovation Award under the Data & Analytics Project category - Won the National Intellectual Property Award and WIPO Award 2016 for Innovative Enterprise # Sustainability - mKRISHI® won the National Contest for Social Innovation 2016 hosted by Ministry of External Affairs along with NITI Aayog - Named the Most Socially Responsible Company of the Year and the Industry Champion of the Year at 2016 Asia Corporate Excellence and Sustainability (ACES) Awards - Awarded the Gold rating certificate by EcoVadis for the third time in a row - Included in the Global Dow Jones Sustainability Index 2016 for the fourth consecutive year # Employer - Certified as a 'Top Employer in North America 2017' by the Top Employers Institute, third time in a row; Top UK Employer fifth time in a row; rated Top # Additional Recognitions - Polled top honors in the Institutional Investor's 2016 All Asia Executive Team rankings in all five categories: Best CEO, Best CFO, Best IR Professional, Best Investor Relations and Best IR Website - Then CEO N. Chandrasekaran awarded the 'Business Leader of the Year award' at the ET Corporate Excellence Awards 2016 - Then CFO, Rajesh Gopinathan, awarded the Overall Champion CFO at the Yes Bank-BW Best CFO Awards 2016 # 120 Awards and Recognition # Consolidated Financial Statements TCS Sahyadri Park, Pune # Annual Report 2016-17 # INDEPENDENT AUDITORS' REPORT # TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED # Report on the Consolidated Ind AS Financial Statements We have audited the accompanying consolidated Ind AS financial statements of Tata Consultancy Services Limited ('the Company') and its subsidiary companies (the Company and its subsidiary companies together referred to as 'the Group') comprising the Consolidated Balance Sheet as at March 31, 2017, the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information ('the consolidated Ind AS financial statements'). # Management's Responsibility for the Consolidated Ind AS Financial Statements The Company's Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 ('the Act') that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act."
+"The respective Board of Directors of the Company and its subsidiary companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Board of Directors of the Company. # Auditors' Responsibility Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the 'Other Matter' below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements. # Opinion In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the other auditors on separate financial statements of the subsidiary companies referred to in the 'Other Matter' below, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, as at March 31, 2017, and their consolidated profit, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows for the year ended on that date. # Other Matter We did not audit the financial statements of 9 subsidiaries, whose financial statements reflect total assets of 10,572 crores as at March 31, 2017, total revenues of 17,102 crores and net cash inflows amounting to 640 crores for the year ended on that date, as considered in the consolidated Ind AS financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated Ind AS financial statements in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of Section 143(3) of the Act, insofar as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors. Our opinion on the consolidated Ind AS financial statements above, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors."
+"122 I Consolidated Financial Statements # Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditors on separate financial statements and the other financial information of the subsidiary companies, referred in the 'Other Matter' paragraph above, we report, to the extent applicable, that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements. 2. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. 3. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements. 4. In our opinion, the consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, as applicable. 5. On the basis of the written representations received from the Directors of the Company as on March 31, 2017 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies, incorporated in India is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act. 6. With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in 'Annexure A', which is based on the auditors' reports of the Company and its subsidiary companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting of Company and its subsidiary companies incorporated in India. 7. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: 1. The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group. 2. Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts including derivative contracts. 3. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India. 4. The Company has provided requisite disclosures in the consolidated Ind AS financial statements as regards the holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016 of the Group entities as applicable. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the relevant books of account maintained by those entities for the purpose of preparation of the consolidated Ind AS financial statements and as produced to us by the management of the respective Group entities. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W / W - 100018) P. R. RAMESH Partner Mumbai, April 18, 2017 (Membership No."
+"70928) Consolidated Financial Statements I 123 # Annual Report 2016-17 # ANNEXURE 'A' TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act') We have audited the internal financial controls over financial reporting of Tata Consultancy Services Limited ('the Company') and its subsidiary companies incorporated in India as at March 31, 2017 in conjunction with our audit of the consolidated Ind AS financial statements of the Company for the year ended and as at March 31, 2017. # Management's Responsibility for Internal Financial Controls The respective Board of Directors of the company and its subsidiary companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the respective internal control over financial reporting criteria established by the Company and its subsidiary companies incorporated in India considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ('the Guidance Note'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditors' Responsibility File: AR_TCS_2016_2017.md Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls over financial reporting. The Guidance Note and those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies incorporated in India, in terms of their reports referred to in the 'Other Matter' paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company and its subsidiary companies incorporated in India. # Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements."
+"# Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. # Opinion In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matter paragraph below, the Company and its subsidiary companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note. 124 I Consolidated Financial Statements # Other Matters Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 6 subsidiary companies, which are incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India. Our opinion is not modified in respect of the above matters. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W / W - 100018) P. R. RAMESH Partner Mumbai, April 18, 2017 (Membership No. 70928) Consolidated Financial Statements I 125 # Annual Report 2016-17 # Consolidated Balance Sheet as at March 31, 2017, 2016 and April 1, 2015 |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |ASSETS| | | | |Non-current assets| | | | |(a) Property, plant and equipment|10,057|9,971|8,641| |(b) Capital work-in-progress|1,541|1,670|2,762| |(c) Intangible assets|47|134|220| |(d) Goodwill|1,597|1,669|1,572| |(e) Financial assets| | | | |(i) Loans|3,449|2,472|1,581| |(ii) Other financial assets|825|1,325|1,234| |(f) Income tax assets (net)|4,789|4,465|4,094| |(g) Deferred tax assets (net)|2,828|2,908|2,633| |(h) Other assets|689|926|1,075| |Total non-current assets|22,726|25,883|24,065| |Current assets| | | | |(a) Inventories|21|16|15| |(b) Financial assets| | | | |(i) Trade receivables|41,636|22,684|22,479| |(ii) Unbilled revenue|24,073|20,440|1,501| |(iii) Cash and cash equivalents|5,351|3,597|3,992| |(iv) Other balances with banks|6,295|3,827|1,862| |(v) Loans|2,909|2,743|16,696| |(vi) Other financial assets|1,474|916|909| |(c) Income tax assets (net)|26|32|75| |(d) Other assets|2,276|2,174|2,083| |Total current assets|80,526|63,213|48,901| |TOTAL ASSETS|1,03,252|89,096|72,966| |EQUITY AND LIABILITIES| | | | |Equity| | | | |(a) Share capital|197|197|197| |(b) Other equity|86,017|70,875|55,856| |Equity attributable to shareholders of the Company|86,214|71,072|56,053| |Non-controlling interests|366|355|223| |Total Equity|86,580|71,427|56,276| |Non-current liabilities| | | | |(a) Financial liabilities| | | | |(i) Other financial liabilities|454|471|493| |(ii) Long-term borrowings|18(A)|19(A)|115| |(b) Employee benefit obligation|245|237|203| |(c) Provisions|39|40|94| |(d) Deferred tax liabilities (net)|919|805|540| |(e) Other liabilities|432|442|404| |Total non-current liabilities|2,160|2,100|2,018| |Current liabilities| | | | |(a) Financial liabilities| | | | |(i) Trade and other payables|6,279|7,541|8,832| |(ii) Other financial liabilities|200|113|186| |(iii)|1,550|2,364|1,245| |(b) Unearned and deferred revenue|1,398|1,359|1,062| |(c) Current income tax liabilities (net)|1,412|805|546| |(d) Employee benefit obligation|1,862|1,635|1,356| |(e) Provisions|66|115|103| |(f) Other liabilities|1,745|1,637|1,342| |Total current liabilities|14,512|15,569|14,672| |TOTAL EQUITY AND LIABILITIES|1,03,252|89,096|72,966| NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1-33 As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP N. Chandrasekaran V. Ramakrishnan Dr. Ron Sommer Aarthi Subramanian O. P. Bhatt Chartered Accountants Chairman CFO Director Executive Director Director P. R. Ramesh Rajesh Gopinathan Ishaat Hussain V. Thyagarajan Prof. Clayton M Christensen Partner CEO and Managing Director Director Director Director N. Ganpathy Subramaniam Dr. Vijay Kelkar Aman Mehta Suprakash Mukhopadhyay Mumbai, April 18, 2017 COO and Executive Director Director Director Company Secretary 126 I Consolidated Financial Statements # Consolidated Statement of Profit and Loss for the years ended March 31, 2017 and 2016 |(crores)|Note|2017|2016| |---|---|---|---| |I. Revenue from operations| |1,17,966|1,08,646| |II. Other income (net)|22|4,221|3,084| |III TOTAL INCOME| |1,22,187|1,11,730| |IV. Expenses:| | | | |(a) Employee benefit expenses|23|61,621|55,348| |(b) Other operating expenses|24|24,034|22,621| |(c) Finance costs|25|32|33| |(d) Depreciation and amortisation expense| |1,987|1,888| |TOTAL EXPENSES| |87,674|79,890| |V. PROFIT BEFORE TAX| |34,513|31,840| |VI. Tax expense:| | | | |(a) Current tax|10|8,235|7,508| |(b) Deferred tax|10|(79)|(6)| |TOTAL TAX EXPENSE| |8,156|7,502| |VII. PROFIT FOR THE YEAR| |26,357|24,338| |VIII."
+"OTHER COMPREHENSIVE (LOSS) / INCOME| | | | |(A) (i) Items that will be reclassified subsequently to the statement of profit and loss| | | | |(a) Net changes in fair values of investments other than equity shares carried at fair value through OCI| |740|82| |(b) Net changes in fair values of intrinsic value of cash flow hedges| |41|(73)| |(c) Net changes in fair values of time value of cash flow hedges| |3|(21)| |(d) Exchange differences on translation of financial statements of foreign operations| |(474)|402| |(ii) Income tax on items that will be reclassified subsequently to the statement of profit and loss| |(261)|(15)| |(B) (i) Items that will not be reclassified subsequently to the statement of profit and loss| | | | |(a) Remeasurement of defined employee benefit plans| |(208)|(114)| |(b) Net changes in fair values of investments in equity shares carried at fair value through OCI| |(20)|1| |(ii) Income tax on items that will not be reclassified subsequently to the statement of profit and loss| |2|7| |TOTAL OTHER COMPREHENSIVE (LOSS) / INCOME| |(177)|269| |IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |26,180|24,607| |Profit for the year attributable to:| | | | |Shareholders of the Company| |26,289|24,270| |Non-controlling interests| |68|68| |Total comprehensive income for the year attributable to:| | | | |Shareholders of the Company| |26,117|24,498| |Non-controlling interests| |63|109| |X. Earnings per equity share:- Basic and diluted ( )|26|133.41|123.18| |Weighted average number of equity shares (face value of 1 each)| |197,04,27,941|197,04,27,941| |XI. NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS| |1-33| | As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr. Ron Sommer Director Aarthi Subramanian Director P. R. Ramesh Partner Rajesh Gopinathan CEO and Managing Director Ishaat Hussain Director V. Thyagarajan Director Prof. Clayton M Christensen Director N. Ganpathy Subramaniam COO and Executive Director Dr. Vijay Kelkar Director Aman Mehta Director Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2017 # Tata CONSULTANCY SERVICES LIMITED # Consolidated Statement of Changes in Equity for the years ended March 31, 2017 and 2016 # Annual Report 2016-17 # A. EQUITY SHARE CAPITAL (` crores) |Balance as at April 1, 2015|Changes in equity share capital during the year|Balance as at March 31, 2016| |---|---|---| |197|-|197| |Balance as at April 1, 2016|Changes in equity share capital during the year|Balance as at March 31, 2017| |197|-|197| # B. OTHER EQUITY (` crores) |Reserves and surplus|Items of other comprehensive income|Equity|Non-|Total| | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Capital|Securi-|Capital|General|Special|Retained|Statutory|Invest-|Cash flow|Foreign|attribut-|controlling|Equity| | | |75|1,919|413|8,245|-|43,904|120|3|131|(1)|1,047|55,856|223|56,079| | |Profit for the year|-|-|-|-|24,270|-|-|-|-|-|24,270|68|24,338| | |Other comprehensive income|-|-|-|-|(108)|-|56|(63)|(18)|361|228|41|269| | |Total comprehensive income|-|-|-|-|24,162|-|56|(63)|(18)|361|24,498|109|24,607| | |Dividend (including tax on dividend)|-|-|-|-|(9,479)|-|-|-|-|-|(9,479)|(36)|(9,515)| | |Transfer to reserves (Refer note 17)|-|-|110|2,304|-(2,479)|65|-|-|-|-|-|-|-| | |Realised gain on equity shares carried at fair value through OCI|-|-|-|-|5|-|(5)|-|-|-|-|-|-| | |Remeasurement of obligation to acquire non-controlling interests|-|-|-|-|-|-|-|-|-|-|-|59|59| | |Balance as at March 31, 2016|75|1,919|523|10,549|-|56,113|185|54|68|(19)|1,408|70,875|355|71,230| |Balance as at April 1, 2016|75|1,919|523|10,549|-|56,113|185|54|68|(19)|1,408|70,875|355|71,230| |Profit for the year|-|-|-|-|26,289|-|-|-|-|-|26,289|68|26,357| | |Other comprehensive income|-|-|-|-|(206)|-|464|37|2|(469)|(172)|(5)|(177)| | |Total comprehensive income|-|-|-|-|26,083|-|464|37|2|(469)|26,117|63|26,180| | |Dividend (including tax on dividend)|-|-|-|-|(10,947)|-|-|-|-|-|(10,947)|(26)|(10,973)| | |Transfer to reserves (Refer note 17)|-|-|-|-|(33)|33|-|-|-|-|-|-|-| | |Realised loss on equity shares carried at fair value through OCI|-|-|-|-|(20)|-|20|-|-|-|-|-|-| | |Transfer to Special Economic Zone re-investment reserve|-|-|-|376|(376)|-|-|-|-|-|-|-|-| | |Transfer from Special Economic Zone re-investment reserve on utilisation|-|-|-|(279)|279|-|-|-|-|-|-|-|-| | |Purchase of non-controlling interests|-|-|-|-|(28)|-|-|-|-|-|(28)|(26)|(54)| | |Balance as at March 31, 2017|75|1,919|523|10,549|97|71,071|218|538|105|(17)|939|86,017|366|86,383| # C. NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-33 # For and on behalf of the Board As per our report attached N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr. Ron Sommer Director Suprakash Mukhopadhyay Company Secretary Dr. Vijay Kelkar Director Ishaat Hussain Director V. Thyagarajan Executive Director For Deloitte Haskins & Sells LLP P. R. Ramesh Partner Rajesh Gopinathan CEO and Managing Director N. Ganpathy Subramanian COO and Executive Director O.P Bhatt Director Prof. Clayton M. Christensen Director Aman Mehta Director Aarthi Subramanian Executive Director Mumbai, April 18, 2017 # Consolidated Statement of Cash Flows for the years ended March 31, 2017 and 2016 |(crores)|Note|2017|2016| |---|---|---|---| |I. CASH FLOWS FROM OPERATING ACTIVITIES|I. CASH FLOWS FROM OPERATING ACTIVITIES|I. CASH FLOWS FROM OPERATING ACTIVITIES|I."
+"CASH FLOWS FROM OPERATING ACTIVITIES| |Profit for the year|Profit for the year|26,357|24,338| |Adjustments to reconcile profit and loss to net cash provided by operating activities:|Adjustments to reconcile profit and loss to net cash provided by operating activities:| | | |Depreciation and amortisation expense|Depreciation and amortisation expense|1,987|1,888| |Net gain on disposal of property, plant and equipment|Net gain on disposal of property, plant and equipment|(3)|(5)| |Income tax expense|Income tax expense|8,156|7,503| |Net gain on investments|Net gain on investments|(642)|(465)| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|125|135| |Interest expense|Interest expense|32|33| |Interest Income|Interest Income|(2,263)|(1,745)| |Dividend Income|Dividend Income|(1)|(11)| |Unrealised foreign exchange loss / (gain)|Unrealised foreign exchange loss / (gain)|52|(40)| |Operating profit before working capital changes|Operating profit before working capital changes|33,800|31,631| |Net change in:|Net change in:| | | |Trade receivables|Trade receivables|680|(2,936)| |Unbilled revenue|Unbilled revenue|(1,539)|(51)| |Loans and other financial assets|Loans and other financial assets|580|(798)| |Other assets and inventories|Other assets and inventories|(142)|(12)| |Trade and other payables|Trade and other payables|(841)|(2,039)| |Unearned and deferred revenue|Unearned and deferred revenue|80|262| |Other financial liabilities|Other financial liabilities|107|146| |Other liabilities|Other liabilities|444|484| |Cash generated from operations|Cash generated from operations|33,169|26,687| |Taxes paid|Taxes paid|(7,946)|(7,578)| |Net cash provided by operating activities|Net cash provided by operating activities|25,223|19,109| |II. CASH FLOWS FROM INVESTING ACTIVITIES|II. CASH FLOWS FROM INVESTING ACTIVITIES|II. CASH FLOWS FROM INVESTING ACTIVITIES|II. CASH FLOWS FROM INVESTING ACTIVITIES| |Bank deposits placed|Bank deposits placed|(2)|(64)| |Inter-corporate deposits placed|Inter-corporate deposits placed|(2,299)|(2,614)| |Purchase of investments *|Purchase of investments *|(1,21,423)|(1,16,847)| |Payment for purchase of property, plant and equipment|Payment for purchase of property, plant and equipment|(1,989)|(1,987)| |Purchase of intangible assets|Purchase of intangible assets|(1)|(3)| |Earmarked deposits placed with banks|Earmarked deposits placed with banks|-|(462)| |Proceeds from bank deposits|Proceeds from bank deposits|40|16,363| |Proceeds from inter-corporate deposits|Proceeds from inter-corporate deposits|3,918|1,154| |Proceeds from disposal / redemption of investments *|Proceeds from disposal / redemption of investments *|1,02,798|97,154| |Proceeds from disposal of property, plant and equipment|Proceeds from disposal of property, plant and equipment|36|22| |Proceeds from disposal of intangible assets|Proceeds from disposal of intangible assets|1| | |Proceeds from earmarked deposits with banks|Proceeds from earmarked deposits with banks|400|307| |Dividend received|Dividend received|1|11| |Interest received|Interest received|1,788|1,816| |Net cash used in investing activities|Net cash used in investing activities|(16,732)|(5,150)| |III. CASH FLOWS FROM FINANCING ACTIVITIES|III. CASH FLOWS FROM FINANCING ACTIVITIES|III. CASH FLOWS FROM FINANCING ACTIVITIES|III. CASH FLOWS FROM FINANCING ACTIVITIES| |Short-term borrowings (net)|Short-term borrowings (net)|87|(73)| |Dividend paid to non-controlling interests of subsidiaries (including dividend tax)|Dividend paid to non-controlling interests of subsidiaries (including dividend tax)|(26)|(36)| |Dividend paid (including dividend tax)|Dividend paid (including dividend tax)|(10,947)|(9,479)| |Purchase of non-controlling interests|Purchase of non-controlling interests|(54)|(60)| |Repayment of finance lease obligations|Repayment of finance lease obligations|(66)| | |Issue of shares to non-controlling interests|Issue of shares to non-controlling interests|-|2| |Interest paid|Interest paid|(20)|(20)| |Net cash used in financing activities|Net cash used in financing activities|(11,026)|(9,666)| |Net change in cash and cash equivalents|Net change in cash and cash equivalents|(2,535)|4,293| |Cash and cash equivalents at the beginning of the year|Cash and cash equivalents at the beginning of the year|6,295|1,862| |Exchange difference on translation of foreign currency cash and cash equivalents|Exchange difference on translation of foreign currency cash and cash equivalents|(163)|140| |Cash and cash equivalents at the end of the year|Cash and cash equivalents at the end of the year|3,597|6,295| |*Purchase of investments include 890 crores (March 31, 2016: 473 crores) and proceeds from disposal / redemption of investments include 726 crores (March 31, 2016: 197 crores) of TCS Foundation, formed for conducting corporate social responsibility activities of the Group.|*Purchase of investments include 890 crores (March 31, 2016: 473 crores) and proceeds from disposal / redemption of investments include 726 crores (March 31, 2016: 197 crores) of TCS Foundation, formed for conducting corporate social responsibility activities of the Group.|*Purchase of investments include 890 crores (March 31, 2016: 473 crores) and proceeds from disposal / redemption of investments include 726 crores (March 31, 2016: 197 crores) of TCS Foundation, formed for conducting corporate social responsibility activities of the Group.|*Purchase of investments include 890 crores (March 31, 2016: 473 crores) and proceeds from disposal / redemption of investments include 726 crores (March 31, 2016: 197 crores) of TCS Foundation, formed for conducting corporate social responsibility activities of the Group.| |IV. NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-33|IV. NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-33|IV. NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-33|IV."
+"NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-33| |As per our report attached For and on behalf of the Board|As per our report attached For and on behalf of the Board|As per our report attached For and on behalf of the Board|As per our report attached For and on behalf of the Board| |For Deloitte Haskins & Sells LLP|For Deloitte Haskins & Sells LLP|For Deloitte Haskins & Sells LLP|For Deloitte Haskins & Sells LLP| |N. Chandrasekaran|N. Chandrasekaran|Chairman| | |V. Ramakrishnan|V. Ramakrishnan|CFO| | |Dr. Ron Sommer|Dr. Ron Sommer|Director| | |Aarthi Subramanian|Aarthi Subramanian|Executive Director| | |O. P. Bhatt|O. P. Bhatt|Director| | |P. R. Ramesh|P. R. Ramesh|Partner| | |Rajesh Gopinathan|Rajesh Gopinathan|CEO and Managing Director| | |Ishaat Hussain|Ishaat Hussain|Director| | |V. Thyagarajan|V. Thyagarajan|Director| | |Prof. Clayton M Christensen|Prof. Clayton M Christensen|Director| | |N. Ganpathy Subramaniam|N. Ganpathy Subramaniam|COO and Executive Director| | |Dr. Vijay Kelkar|Dr. Vijay Kelkar|Director| | |Aman Mehta|Aman Mehta|Director| | |Suprakash Mukhopadhyay|Suprakash Mukhopadhyay|Company Secretary| | |Mumbai, April 18, 2017|Mumbai, April 18, 2017|Mumbai, April 18, 2017|Mumbai, April 18, 2017| # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 1. Corporate Information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively referred to as ""the Group"") provides consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of delivery centres around the globe. The Group's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Consulting, Digital Enterprise Services, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON - Small and Medium Businesses, IT Infrastructure Services, IT Services and Platform Solutions. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2017, Tata Sons Limited, the holding company owned 73.26% of the Company's equity share capital. The consolidated financial statements for the year ended March 31, 2017 were approved by the Board of Directors and authorised for issue on April 18, 2017. # 2. Significant Accounting Policies # (a) Statement of compliance In accordance with the notification issued by the Ministry of Corporate Affairs, the Group has adopted Indian Accounting Standards (referred to as ""Ind AS"") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Previous periods have been restated to Ind AS. In accordance with Ind AS 101- First-time Adoption of Indian Accounting Standards, the Group has presented a reconciliation from the presentation of financial statements under Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (""Previous GAAP"") to Ind AS of Shareholders' equity as at March 31, 2016 and April 1, 2015 and of the comprehensive net income for the year ended March 31, 2016. These consolidated financial statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013. # (b) Basis of preparation The consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. CMC Limited has been amalgamated with the Company with effect from April 1, 2015 in terms of the scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. The amalgamated companies being under common control effect of merger is given retrospectively in accordance with Ind AS 103 - Business combination. # (c) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. All inter-company transactions, balances and income and expenses are eliminated in full on consolidation."
+"Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. # (d) Business Combinations The Company accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under the common control are accounted at historical cost. # Notes forming part of the Consolidated Financial Statements The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders' equity. # (e) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses for the years presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Key source of estimation of uncertainty at the date of financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of goodwill, useful lives of property, plant and equipment, valuation of deferred tax assets, provisions and contingent liabilities. # Impairment of Goodwill The Group estimate the value in use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used for the CGU's represent the weighted-average cost of capital based on the historical market returns of comparable companies. # Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # Valuation of deferred tax assets The Group reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same has been explained under Note 2(k). # Provisions and contingent liabilities A provision is recognised when the Group has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance sheet date. These are reviewed at each Balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements."
+"# (f) Revenue recognition File: AR_TCS_2016_2017.md The Group earns revenue primarily from providing information technology and consultancy services, including services under contracts for software development, implementation and other related services, licensing and sale of its own software, business process services and maintenance of equipment. The Group recognises revenue as follows: - Revenue from bundled contracts that involve supplying computer equipment, licensing software and providing services is allocated separately for each element based on their fair values. - Revenue from contracts priced on a time and material basis is recognised as services are rendered and as related costs are incurred. - Revenue from software development contracts, which are generally time bound fixed price contracts, is recognised over the life of the contract using the percentage-of-completion method, with contract costs determining the degree of completion. Losses on such contracts are recognised when probable. Revenue in excess of billings is recognised as unbilled revenue in the Balance sheet; to the extent billings are in excess of revenue recognised, the excess is reported as unearned and deferred revenue in the Balance sheet. - Revenue from Business Process Services contracts priced on the basis of time and material or unit of delivery is recognised as services are rendered or the related obligation is performed. - Revenue from the sale of internally developed and manufactured systems and third party products which do not require significant modification is recognised upon delivery, which is when the absolute right to use passes to the customer and the Group does not have any material remaining service obligations. - Revenue from maintenance contracts is recognised on a pro-rata basis over the period of the contract. - Revenue is recognised only when evidence of an arrangement is obtained and the other criteria to support revenue recognition are met, including the price is fixed or determinable, services have been rendered and collectability of the resulting receivables is reasonably assured. - Revenue is reported net of discounts, indirect and service taxes. # (g) Dividend income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # (h) Leases # Finance lease Assets taken on lease by the Group in its capacity as lessee, where the Group has substantially all the risks and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. # Operating lease Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating lease. Operating lease payments are recognised on a straight line basis over the lease term in the statement of profit and loss, unless the lease agreement explicitly states that increase is on account of inflation. # (i) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised in employee benefit expenses, depreciation and amortisation and other operating expenses. Employee benefit expenses include employee compensation, allowances paid, contribution to various funds and staff welfare expenses. Other operating expenses mainly include fees to external consultants, cost of running its facilities, travel expenses, cost of equipment and software licenses, communication costs, allowances for delinquent receivables and advances and other expenses. Other expenses is aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment etc. # (j) Foreign currency The functional currency of the Company and its Indian subsidiaries is the Indian rupee (₹) whereas the functional currency of foreign subsidiaries is the currency of their countries of domicile. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are restated into the functional currency using exchange rates prevailing on the Balance sheet date. Gains and losses arising on settlement and restatement of foreign currency denominated monetary assets and liabilities are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not translated."
+"Assets and liabilities of entities with functional currency other than presentation currency have been translated to the presentation currency using exchange rates prevailing on the Balance sheet date. Statement of profit and loss has been translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. # (k) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred tax are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company, its overseas branches and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the Balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the Balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. 132 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as deferred tax asset in the Balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised."
+"The Group recognises interest levied and penalties related to income tax assessments in finance costs. # (l) Financial instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. # Cash and cash equivalents The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Group has made an irrevocable election to present in other comprehensive income subsequent changes in the fair value of equity investments not held for trading. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments recognised by the Group are recognised at the proceeds received net off direct issue cost. # Hedge accounting The Group designates certain foreign exchange forward, option and future contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. Consolidated Financial Statements I 133 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements The Group uses hedging instruments that are governed by the policies of the Company and its subsidiaries which are approved by their respective Board of Directors, which provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company and its subsidiaries. The hedge instruments are designated and documented as hedges at the inception of the contract. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. The ineffective portion of designated hedges is recognised immediately in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in other comprehensive income and accumulated under the heading cash flow hedge reserve. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in statement of other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting."
+"Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit or loss. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss accumulated in equity is transferred to the statement of profit and loss. # (m) Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment so as to expense the cost over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. The estimated useful lives are as mentioned below: |Type of asset|Method|Useful lives| |---|---|---| |Buildings|Straight line|20 years| |Leasehold improvements|Straight line|Lease term| |Plant and equipment|Straight line|10 years| |Computer equipment|Straight line|4 years| |Vehicles|Straight line|4 years| |Office equipments|Straight line|5 years| |Electrical installations|Straight line|10 years| |Furniture and fixtures|Straight line|5 years| Assets held under finance leases are depreciated over the shorter of the lease term and their useful lives. Depreciation is not recorded on capital work-in-progress until construction and installation is complete and the asset are ready for its intended use. # (n) Goodwill and intangible assets Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. Intangible assets purchased including acquired in business combination, are measured at cost as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of acquired contract rights, rights under licensing agreement and software licences and customer-related intangibles. Following table summarises the nature of intangibles and the estimated useful lives. Intangible assets are amortised on a straight line basis over its useful lives as given below: |Nature of intangible|Useful lives| |---|---| |Acquired contract rights|3-12 years| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years| |Customer-related intangibles|3 years| # Notes forming part of the Consolidated Financial Statements # (o) Impairment # (i) Financial assets (other than at fair value) The Group assesses at each date of Balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime expected losses for all contract assets and/or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # (ii) Non-financial assets # (a) Tangible and intangible assets Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # (b) Goodwill CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit."
+"# (p) Employee benefits # (i) Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each Balance sheet date. Actuarial gains and losses are recognised in full in other comprehensive income for the period in which they occur. Past service cost both vested and unvested is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the Balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. # (iii) Compensated absences Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the obligation at the Balance sheet date. # (q) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at lower of cost and net realisable value. Finished goods produced or purchased by the Group are carried at lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # (r) Earnings per share Basic earnings per share are computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented. # 3. Explanation of transition to Ind AS The transition as at April 1, 2015 to Ind AS was carried out from Previous GAAP. The exemptions and exceptions applied by the Group in accordance with Ind AS 101 - First-time Adoption of Indian Accounting Standards, the reconciliations of equity and total comprehensive income in accordance with Previous GAAP to Ind AS are explained below. # Exemptions from retrospective application: The Group has applied the following exemptions: Business combinations The Company has elected to apply Ind AS 103 - Business Combinations retrospectively to past business combinations from April 1, 2013. # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # Reconciliations between Previous GAAP and Ind AS # (i) Equity reconciliation |( crores)|Note|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Equity under Previous GAAP attributable to:| | | | |Tata Consultancy Services Limited| |65,361|50,635| |Non-controlling interests| |502|1,128| |Equity under Previous GAAP| |65,863|51,763| |Amalgamation of subsidiary|a|-|(296)| |Adjusted equity under Previous GAAP| |65,863|51,467| |Dividend (including dividend tax)|b|6,406|5,649| |Effect of consolidation of employee welfare trusts|c|184|168| |Depreciation|d|(483)|(537)| |Obligation to acquire non-controlling interests|e|(189)|(240)| |Reorganisation of entities under common control|f|(167)|(167)| |Fair valuation of investments|g|86|10| |Tax adjustments including deferred tax on undistributed earnings|h|(243)|(25)| |Impact of retrospective application of Ind AS 103 to past business combinations|i|(29)|(47)| |Others| |(1)|(2)| |Equity under Ind AS| |71,427|56,276| |Attributable to:| | | | |Tata Consultancy Services Limited| |71,072|56,053| |Non-controlling interests| |355|223| # (ii) Total comprehensive income reconciliation |( crores)|Note|Year ended March 31, 2016| |---|---|---| |Net income under Previous GAAP attributable to:| | | |Tata Consultancy Services Limited| |24,292| |Non-controlling interests| |83| |Net income under Previous GAAP| |24,375| |Employee benefits|j|114| |Effect of consolidation of employee welfare trusts|c|15| |Depreciation|d|57| |Obligation to acquire non-controlling interests|e|(15)| |Fair valuation of investments|g|(2)| |Tax adjustments including deferred tax on undistributed earnings|h|(202)| |Others| |(4)| |Profit for the year under Ind AS| |24,338| |Other comprehensive income| |269| |Total comprehensive income under Ind AS| |24,607| |Attributable to:| | | |Tata Consultancy Services Limited| |24,498| |Non-controlling interests| |109| 136 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # (iii) Reconciliation of statement of cash flow There are no material adjustments to the statement of cash flows as reported under Previous GAAP."
+"# Notes to reconciliations between Previous GAAP and Ind AS # (a) Amalgamation of subsidiary In the previous year, CMC ltd., a subsidiary merged with the company effective with the terms of the Scheme of amalgamation sanctioned by High Court of judicature at Bombay vide its order dated August 14, 2015 and High Court of judicature at Hyderabad through its order dated July 20, 2015. The Company issued 1,16,99,962 equity shares of ₹1 each to the non-controlling shareholders of CMC Limited pursuant to the Scheme of amalgamation without payment being received in cash. The difference between the nominal value of the shares issued and the carrying value of the non-controlling interests has been recorded in retained earnings. This has resulted in decrease in equity by ₹296 crores as on April 1, 2015. # (b) Dividend (including dividend tax) Under Ind AS, dividend to holders of equity instruments is recognised as a liability in the period in which the obligation to pay is established. Under Previous GAAP, dividend payable is recorded as a liability in the period to which it relates. This has resulted in an increase in equity by ₹6,406 crores and ₹5,649 crores as on March 31, 2016 and April 1, 2015 respectively. # (c) Effect of consolidation of employee welfare trusts Ind AS 110 - Consolidated Financial Statements defines control and establishes control as the main basis for consolidating the entities. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee, in light of which the employee welfare trusts of the Group are consolidated. Under Previous GAAP, these were not required to be consolidated. This has resulted in an increase in equity by ₹184 crores and ₹168 crores as at March 31, 2016 and April 1, 2015 respectively and increase in net profit by ₹15 crores for year ended March 31, 2016. # (d) Depreciation File: AR_TCS_2016_2017.md In April 2014, the Group revised its method of depreciation from written down value to straight-line basis. This change in method was retrospectively adjusted in accordance with Previous GAAP. Under Ind AS, the Group has elected to apply Ind AS 16 - Property, plant and equipment from the date of acquisition of property, plant and equipment and accordingly as a change in estimate, the change in method has been prospectively applied. This has resulted in a decrease in equity by ₹483 crores and ₹537 crores as on March 31, 2016 and April 1, 2015 respectively and increase in net profit by ₹57 crores for year ended March 31, 2016. # (e) Obligation to acquire non-controlling interests The Group under Ind AS 103 - Business Combinations has recognised a liability for the present value of the redemption amount towards call option and the non-controlling interest's put option which collectively contains an obligation for the Group to acquire non-controlling interest's equity ownership. Under Previous GAAP, these were not required to be recognised. This has resulted in a decrease in equity by ₹189 crores and ₹240 crores as on March 31, 2016 and April 1, 2015 respectively and decrease in net profit by ₹15 crores for year ended March 31, 2016. # (f) Reorganisation of entities under common control The Group under Ind AS 103 - Business Combinations has accounted the transfer of the shareholding of Tata Sons Limited in Tata America International Corporation to Tata Consultancy Services Limited on the historical cost basis and the consideration paid in excess of carrying cost of the entity, as on the date of transfer, has been recorded as reduction to equity. Under Previous GAAP, the transfer has been accounted for on fair value basis. This has resulted in a decrease in equity by ₹167 crores as on March 31, 2016 and April 1, 2015. # (g) Fair valuation of investments Under previous GAAP, current investments were measured at lower of cost or fair value and long term investments were measured at cost less diminution in value which is other than temporary, under Ind AS Financial assets other than amortised cost are subsequently measured at fair value. The Group holds investment in government securities with the objective of both collecting contractual cash flows which give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding and selling financial assets."
+"# Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements The Group has also made an irrevocable election to present in other comprehensive income subsequent changes in the fair value of equity investments not held for trading. This has resulted in increase in investment revaluation reserve by 82 crores and 4 crores as on March 31, 2016 and April 1, 2015 respectively, and increase in other comprehensive income by 51 crores for year ended March 31, 2016. Investment in mutual funds have been classified as fair value through profit and loss and fair value changes are recognised in profit or loss. This has resulted in increase in retained earnings of 4 crores and 6 crores as on March 31, 2016 and April 1, 2015 respectively, and decrease in net profit by 2 crores for year ended March 31, 2016. # (h) Tax adjustments including deferred tax on undistributed earnings Under Previous GAAP, in the consolidated financial statements, the tax expense of the parents and group companies were added line-by-line and no adjustments were made / additional deferred taxes recognised or reversed on consolidation. Under Ind AS, deferred taxes are computed for temporary differences between the carrying amount of an asset or liability in the Balance sheet and tax base. Consequently deferred tax on account of undistributed profits of the subsidiaries has been recognised in statement of profit and loss. Further tax adjustments are also made for deferred tax impact on account of differences between Previous GAAP and Ind AS. These adjustments have resulted in decrease in equity under Ind AS by 243 crores and 25 crores as on March 31, 2016 and April 1, 2015 respectively and decrease in net profit by 202 crores for year ended March 31, 2016. # (i) Impact of retrospective application of Ind AS 103 to past business combinations Under Previous GAAP, the business combination was accounted at the book value. Under Ind AS the acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. This has resulted in decrease in equity by 29 crores and 47 crores as on March 31, 2016 and April 1, 2015 respectively. # (j) Employee benefits Under previous GAAP, actuarial gains and losses were recognised in statement of profit and loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of net defined benefit liability / asset which is recognised in other comprehensive income in the respective periods. This has resulted in increase in net profit by 114 crores for year ended March 31, 2016. However the same does not result in difference in equity or total comprehensive income. # 4. Property, plant and equipment Property, plant and equipment consist of the following: |Description|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office equipments|Electrical installations|Furniture and fixtures|Total (crores)| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2016|348|6,119|1,840|322|5,591|32|2,004|1,620|1,432|19,308| |Additions|-|598|183|73|835|2|136|113|123|2,063| |Disposals|-|(7)|(32)|-|(283)|(2)|(20)|(6)|(20)|(370)| |Translation exchange difference|-|(2)|(18)|-|(61)|-|(8)|(5)|(16)|(110)| |Cost as at March 31, 2017|348|6,708|1,973|395|6,082|32|2,112|1,722|1,519|20,891| |Description|Accumulated depreciation as at April 1, 2016|Depreciation for the year|Disposals|Translation exchange difference|Accumulated depreciation as at March 31, 2017| | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | | |(1,139)|(334)| |5|1|(1,467)| | | | | | | |(977)|(194)| | | | |18| |10|(1,143)| | | | | | | |(40)|(35)|-|-|(75)| | | | | | | | | | |(4,155)|(788)|(269)|44|(4,630)| | | | | |(21)| | | | | | |(5)|2|-|(24)| | | |(1,284)|(257)| | | | |18|5|(1,518)| | | | | | | | | | | | |(732)|(147)|5|3|(871)| | |(989)|(146)| |20|9|(1,106)| | | | | | | |Net carrying amount as at March 31, 2017|348|5,241|830|320|1,452|8|594|851|413|10,057| | | # Notes forming part of the Consolidated Financial Statements | |Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office equipments|Electrical installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2015|347|4,831|1,675|129|5,074|28|1,762|1,295|1,257|16,398| |Additions|-|1,285|186|193|655|8|245|335|194|3,101| |Disposals|-|(1)|(38)|-|(168)|(4)|(17)|(12)|(20)|(260)| |Translation exchange difference|1|4|17|-|30|-|14|2|1|69| |Cost as at March 31, 2016|348|6,119|1,840|322|5,591|32|2,004|1,620|1,432|19,308| |Accumulated depreciation as at April 1, 2015|-|(855)|(802)|(18)|(3,542)|(21)|(1,042)|(603)|(874)|(7,757)| |Depreciation for the year|-|(283)|(200)|(22)|(767)|(4)|(252)|(134)|(129)|(1,791)| |Disposals|-|-|29|-|168|4|17|7|18|243| |Translation exchange difference|-|(1)|(4)|-|(14)|-|(7)|(2)|(4)|(32)| |Accumulated depreciation as at March 31, 2016|-|(1,139)|(977)|(40)|(4,155)|(21)|(1,284)|(732)|(989)|(9,337)| |Net carrying amount as at March 31, 2016|348|4,980|863|282|1,436|11|720|888|443|9,971| |Net carrying amount as at April 1, 2015|347|3,976|873|111|1,532|7|720|692|383|8,641| (i) Buildings include 3 crores (March 31, 2016: 3 crores, April 1, 2015: 3 crores) being value of investment in shares of Co-operative Housing Societies and Limited Companies. (ii) Legal formalities relating to conveyance of buildings having net book value NIL (March 31, 2016: -* crores, April 1, 2015: 5 crores) are pending completion. *Amounts less than 0.50 crore."
+"# Net carrying amount of property, plant and equipment under finance lease arrangements were as follows: | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Leasehold improvements|40|46|56| |Computer equipment|16|45|79| |Office equipments|2|1|3| |Furniture and fixtures|2|-|-| |Electrical installations|-|2|3| |Leased assets|60|94|141| # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 5. Intangible assets Intangible assets consist of the following: |Description|Rights under licensing agreement|Acquired contract rights|Customer-related intangibles|Total| |---|---|---|---|---| |Cost as at April 1, 2016|379|144|86|609| |Additions|-|1|-|1| |Disposals / Derecognised|-|(63)|-|(63)| |Translation exchange difference|(40)|(2)|(5)|(47)| |Cost as at March 31, 2017|339|80|81|500| |Accumulated amortisation as at April 1, 2016|(281)|(116)|(78)|(475)| |Amortisation for the year|(65)|(8)|(8)|(81)| |Disposals / Derecognised|-|62|-|62| |Translation exchange difference|35|1|5|41| |Accumulated amortisation as at March 31, 2017|(311)|(61)|(81)|(453)| |Net carrying amount as at March 31, 2017|28|19|-|47| |Description|Rights under licensing agreement|Acquired contract rights|Customer-related intangibles|Total| |---|---|---|---|---| |Cost as at April 1, 2015|364|141|80|585| |Additions|-|3|-|3| |Translation exchange difference|15|-|6|21| |Cost as at March 31, 2016|379|144|86|609| |Accumulated amortisation as at April 1, 2015|(208)|(106)|(51)|(365)| |Amortisation for the year|(66)|(10)|(21)|(97)| |Translation exchange difference|(7)|-|(6)|(13)| |Accumulated amortisation as at March 31, 2016|(281)|(116)|(78)|(475)| |Net carrying amount as at March 31, 2016|98|28|8|134| |Net carrying amount as at April 1, 2015|156|35|29|220| The estimated amortisation for each of the three fiscal years subsequent to March 31, 2017 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2018|36| |2019|7| |2020|4| | |47| # Notes forming part of the Consolidated Financial Statements # 6. Goodwill Goodwill consists of the following: | |(crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---|---| |Balance at the beginning of the year| |1,669|1,572| |Foreign currency exchange loss| |(72)|97| |Balance at the end of the year| |1,597|1,669| Goodwill of 531 crores (March 31, 2016: 577 crores) has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 8.01%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonably probable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. The remaining amount of goodwill of 1,066 crores (March 31, 2016: 1,092 crores) (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts. # 7. Investments Investments consist of the following: # (A) Investments - Non-Current | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |(a) Investments carried at fair value through profit or loss| | | | | |Mutual and other funds (unquoted)| |55|58|7| |(b) Investments carried at fair value through OCI| | | | | |Fully paid equity shares (quoted)| |-|-|4| |Fully paid equity shares (unquoted)| |141|169|162| |(c) Investments carried at amortised cost| | | | | |Government securities (quoted)| |132|101|55| |Corporate debentures and bonds (unquoted)| |16|15|25| | | |344|343|253| The market value of quoted investments is equal to the carrying value. # (B) Investments - Current | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |(a) Investment carried at fair value through profit or loss| | | | | |Mutual and other funds (unquoted)| |19,637|1,709|1,501| |(b) Investment carried at fair value through OCI| | | | | |Government securities (quoted)| |21,999|20,254|-| |(c) Investment carried at amortised cost| | | | | |Certificate of deposits (unquoted)| |-|491|-| |Corporate debentures and bonds (unquoted)| |-|25|-| | | |41,636|22,479|1,501| The market value of quoted investments is equal to the carrying value. # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 8. Loans Loans (unsecured) consist of the following: # (A) Long-term loans |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Considered good| | | | |(i) Loans and advances to employees|6|7|9| |(ii) Inter-corporate deposits|3|2,465|1,572| | |9|2,472|1,581| # (B) Short-term loans |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Considered good| | | | |(i) Loans and advances to employees|344|1,021|336| |(ii) Inter-corporate deposits|2,565|1,721|1,154| |(iii) Others|-|1|3| |(b) Considered doubtful| | | | |(i) Loans and advances to employees|57|56|51| |Less: Allowance for loans and advances to employees|(57)|(56)|(51)| | |2,909|2,743|1,493| Inter-corporate deposits placed with financial institutions yield fixed interest rate. # 9."
+"Other financial assets Other financial assets consist of the following: # (A) Non-current financial assets |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Interest receivable|-|73|24| |(b) Long-term bank deposits|-|415|500| |(c) Security deposits|816|733|668| |(d) Earmarked balances with banks|1|86|-| |(e) Others|8|18|42| | |825|1,325|1,234| # (B) Current financial assets |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Interest receivable|715|206|342| |(b) Fair value of foreign exchange forward and currency option contracts|572|537|365| |(c) Security deposits|147|143|127| |(d) Others|40|30|75| | |1,474|916|909| 142 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 10. Income taxes The income tax expense consists of the following: | |(crores)|2017|2016| |---|---|---|---| |Current tax:| | | | |Current tax expense for current year| |8,341|7,489| |Current tax (benefit) / expense pertaining to prior years| |(106)|19| | | |8,235|7,508| |Deferred tax benefit| |(79)|(6)| |Total income tax expense recognised in current year| |8,156|7,502| The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |(crores)|2017|2016| |---|---|---|---| |Profit before income taxes| |34,513|31,840| |Indian statutory income tax rate| |34.61%|34.61%| |Expected income tax expense| |11,945|11,020| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:| | | | |Tax holidays| |(4,175)|(4,477)| |Income exempt from tax| |(167)|(97)| |Undistributed earnings in branches and subsidiaries| |195|410| |Tax on income at different rates| |101|235| |Tax pertaining to prior years| |(174)|25| |Others (net)| |431|386| |Total income tax expense| |8,156|7,502| Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011 units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"Consolidated Financial Statements I 143 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2017 are as follows: |Deferred tax assets / (liabilities) in relation to:|Opening balance|Recognised in profit and loss|Recognised / reclassified from other comprehensive income|Acquisitions / disposals|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Property, plant and equipment and intangible assets|(62)|(39)|-|-|(5)|(106)| |Provision for employee benefits|327|63|2|-|(3)|389| |Cash flow hedges|(7)|-|(5)|-|-|(12)| |Receivables, financial assets at amortised cost|190|30|-|-|-|220| |MAT credit entitlement|1,987|97|-|-|-|2,084| |Unrealised gain on securities carried at fair value through statement of profit and loss / other comprehensive income|(28)|-|(256)|-|(1)|(285)| |Undistributed earnings of subsidiaries|(342)|(167)|-|-|-|(509)| |Branch profit tax|(346)|60|-|-|-|(286)| |Operating lease liabilities|94|(3)|-|-|(1)|90| |Others|290|38|-|-|(4)|324| |Net deferred tax assets / (liabilities)|2,103|79|(259)|-|(14)|1,909| # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2016 are as follows: |Deferred tax assets / (liabilities) in relation to:|Opening balance|Recognised in profit and loss|Recognised / reclassified from other comprehensive income|Acquisitions / disposals|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Property, plant and equipment and intangible assets|(100)|39|-|-|(1)|(62)| |Provision for employee benefits|294|21|8|-|4|327| |Cash flow hedges|(20)|-|13|-|-|(7)| |Receivables, financial assets at amortised cost|158|31|-|-|1|190| |MAT credit entitlement|1,905|82|-|-|-|1,987| |Unrealised gain on securities carried at fair value through statement of profit and loss / other comprehensive income|(3)|2|(27)|-|-|(28)| |Undistributed earnings of subsidiaries|(160)|(182)|-|-|-|(342)| |Branch profit tax|(256)|(90)|-|-|-|(346)| |Operating lease liabilities|83|10|-|-|1|94| |Others|192|93|(2)|-|7|290| |Net deferred tax assets / (liabilities)|2,093|6|(8)|-|12|2,103| 144 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Gross deferred tax assets and liabilities are as follows: |( crores)|As at March 31, 2017|Assets|Liabilities|Net| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to:|Property, plant and equipment and Intangible assets|(8)|98|(106)| | |Provision for employee benefits|389|-|389| | |Cash flow hedges|(12)|-|(12)| | |Receivables, financial assets at amortised cost|218|(2)|220| | |MAT credit entitlement|2,084|-|2,084| | |Unrealised gain on securities carried at fair value through statement of|(285)|-|(285)| | |profit and loss / other comprehensive income| | | | | |Undistributed earnings of subsidiaries|-|509|(509)| | |Branch profit tax|-|286|(286)| | |Operating lease liabilities|90|-|90| | |Others|352|28|324| | |Net deferred tax assets / (liabilities)|2,828|919|1,909| |( crores)|As at March 31, 2016|Assets|Liabilities|Net| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to:|Property, plant and equipment and Intangible assets|40|102|(62)| | |Provision for employee benefits|327|-|327| | |Cash flow hedges|(7)|-|(7)| | |Receivables, financial assets at amortised cost|190|-|190| | |MAT credit entitlement|1,987|-|1,987| | |Unrealised gain on securities carried at fair value through statement of|(28)|-|(28)| | |profit and loss / other comprehensive income| | | | | |Undistributed earnings of subsidiaries|-|342|(342)| | |Branch profit tax|-|346|(346)| | |Operating lease liabilities|94|-|94| | |Others|305|15|290| | |Net deferred tax assets / (liabilities)|2,908|805|2,103| |( crores)|As at April 1, 2015|Assets|Liabilities|Net| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to:|Property, plant and equipment and Intangible assets|29|129|(100)| | |Provision for employee benefits|294|-|294| | |Cash flow hedges|(20)|-|(20)| | |Receivables, financial assets at amortised cost|158|-|158| | |MAT credit entitlement|1,905|-|1,905| | |Unrealised gain on securities carried at fair value through statement of|(3)|-|(3)| | |profit and loss / other comprehensive income| | | | | |Undistributed earnings of subsidiaries|-|160|(160)| | |Branch profit tax|-|256|(256)| | |Operating lease liabilities|83|-|83| | |Others|187|(5)|192| | |Net deferred tax assets / (liabilities)|2,633|540|2,093| # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements Under the Indian Income Tax Act, 1961, unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership. Unrecognised deferred tax assets relate primarily to business losses and tax credit entitlement. These unexpired business losses will expire based on the year of origination as follows: |March 31,|Unabsorbed business losses (crores)| |---|---| |2018|15| |2019|21| |2020|32| |2021|73| |2022|51| |Thereafter|298| | |490| Under the Indian Income Tax Act, 1961, Tata Consultancy Services Limited is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Accordingly, Tata Consultancy Services Limited has recognised a deferred tax asset of 2,084 crores and has not recognised deferred tax assets in respect of tax credit entitlement amounting to 1,108 crores as at March 31, 2017. Deferred tax liability on undistributed earnings of 6,246 crores of certain subsidiaries has not been recognised, as it is the intention of Tata Consultancy Services Limited to reinvest the earnings of these subsidiaries for the foreseeable future."
+"Tata Consultancy Services Limited and its subsidiaries in India have ongoing disputes with Indian Income Tax authorities relating to tax treatment of certain items. These mainly include disallowed expenses, tax treatment of certain expenses claimed by the Company and its subsidiaries in India as deductions, and computation of, or eligibility of, certain tax incentives or allowances. As at March 31, 2017, the Company and its subsidiaries in India have contingent liability in respect of demands from direct tax authorities in India, which are being contested by the Company and its subsidiaries in India on appeal amounting to 2,690 crores. In respect of tax contingencies of 318 crores, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2014 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2013 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2014 and earlier. # 11. Other assets Other assets consist of the following: # (A) Other non-current assets | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Considered good| | | | |(i) Capital advances|143|149|169| |(ii) Advances to related parties|6|-|-| |(iii) Prepaid expenses|281|448|534| |(iv) Prepaid rent|228|235|241| |(v) Others|31|94|131| | |689|926|1,075| Advances to related parties, considered good, comprise: Voltas Limited 6 - - # Notes forming part of the Consolidated Financial Statements # (B) Other current assets |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Considered good| | | | |(i) Prepaid expenses|1,508|1,376|1,512| |(ii) Advance to suppliers|188|240|110| |(iii) Advance to related parties|1|1|-| |(iv) Indirect tax recoverable|488|340|309| |(v) Other advances|28|93|56| |(vi) Others|63|124|96| |(b) Considered doubtful| | | | |(i) Advance to suppliers|3|3|5| |(ii) Indirect tax recoverable|2|2|2| |(iii) Other advances|3|4|3| |Less: Allowance on doubtful assets|(8)|(9)|(10)| |Total|2,276|2,174|2,083| Advance to related parties, considered good comprise: |Taj Air Limited|-| |---|---| |The Titan Company Limited|1| # 12. Inventories Inventories consist of the following: |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Raw materials, sub-assemblies and components|19|9|10| |(b) Finished goods and work-in-progress|1|-|2| |(c) Goods-in-transit (raw materials)|1|-|2| |(d) Stores and spares|-|7|1| |Total|21|16|15| Inventories are carried at lower of cost and net realisable value. # 13. Trade receivables Trade receivables (unsecured) consist of the following: |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Considered good|22,684|24,073|20,440| |(b) Considered doubtful|643|574|448| |Total|23,327|24,647|20,888| |Less: Allowance for doubtful trade receivables|(643)|(574)|(448)| |Net Total|22,684|24,073|20,440| In determining the allowances for doubtful trade receivables the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 14. Cash and cash equivalents Cash and cash equivalents consist of the following: |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Balances with banks| | | | |In current accounts|3,077|2,159|1,443| |In deposit accounts|466|2,881|353| |(b) Cheques on hand|6|25|51| |(c) Cash on hand|1|1|1| |(d) Remittances in transit|47|1,229|14| |Total|3,597|6,295|1,862| Specified bank notes disclosure (SBNs) In accordance with MCA notification G.S.R. 308(E) dated March 30, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from November 8, 2016 to December 30, 2016 is given below: |Particulars|SBNs|ODNs|Total| |---|---|---|---| |Closing cash on hand as on November 8, 2016|4,11,000|3,12,694|7,23,694| |(+) Permitted receipts|2,89,000|3,59,136|6,48,136| |( - ) Permitted payments|-|3,68,707|3,68,707| |( - ) Amounts Deposited in Banks|7,00,000|1,66,506|8,66,506| |Closing cash on hand as on December 30, 2016|-|1,36,617|1,36,617| # 15."
+"Other balances with banks Other balances with banks consist of the following: |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Earmarked balances with banks|122|440|313| |(b) Short-term bank deposits|430|53|16,383| |Total|552|493|16,696| Earmarked balances with banks significantly pertain to unclaimed dividends and margin money for derivative contracts. # Notes forming part of the Consolidated Financial Statements # 16. Share Capital The authorised, issued, subscribed and fully paid-up share capital comprises of equity shares and redeemable preference shares having a par value of 1 each as follows: |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Authorised| | | | |(a) 460,05,00,000 equity shares of 1 each|460|460|420| |(b) 105,02,50,000 preference shares of 1 each|105|105|105| | |565|565|525| |Issued, Subscribed and Fully paid-up| | | | |(a) 197,04,27,941 equity shares of 1 each|197|197|196| |(b) Potential equity shares to be issued to non-controlling shareholders of CMC Limited|-|-|1| | |197|197|197| File: AR_TCS_2016_2017.md The authorised equity share capital was increased to 460,05,00,000 equity shares of 1 each pursuant to the amalgamation of its subsidiaries, WTI Advanced Technology Limited vide the order dated March 27, 2015 of the High Court of Judicature of Bombay and CMC Limited, vide the order dated August 14, 2015 of the High Court of Judicature at Bombay and vide the order dated July 20, 2015 of the High Court of Judicature at Hyderabad. The Board of Directors of the Company, at its meeting held on February 20, 2017 has approved a proposal to buy-back up to 5,61,40,351 equity shares (Five crore sixty one lakh forty thousand three hundred and fifty one only) of the Company for an aggregate amount not exceeding 16,000 crore, being 2.85% of the total paid up equity share capital at 2,850 per Equity Share. The shareholders of the Company have approved the scheme of buy-back of shares through postal ballot on April 17, 2017. # (a) Reconciliation of number of shares | |As at March 31, 2017| |As at March 31, 2016| | |---|---|---|---|---| | |Number of shares|Amount ( crores)|Number of shares|Amount ( crores)| |Equity shares| | | | | |Opening balance|197,04,27,941|197|195,87,27,979|196| |Issued during the year|-|-|1,16,99,962|1| |Closing balance|197,04,27,941|197|197,04,27,941|197| # (b) Rights, preferences and restrictions attached to shares Equity shares The Company has one class of equity shares having a par value of 1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding."
+"Consolidated Financial Statements I 149 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # (c) Shares held by Holding Company, its subsidiaries and associates |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Equity shares| | | | |Holding Company|144|144|144| |144,34,51,698 equity shares (March 31, 2016: 144,34,51,698 equity shares; April 1, 2015: 144,34,51,698 equity shares) are held by Tata Sons Limited| | | | |Subsidiaries and associates of Holding Company| | | | |3,700 equity shares (March 31, 2016: 3,63,700 equity shares; April 1, 2015: 10,29,700 equity shares) are held by Tata Industries Limited*|-|-|-| |8,57,301 equity shares (March 31, 2016: 9,55,273 equity shares; April 1, 2015: Nil equity shares) are held by Tata AIA Life Insurance Company Limited*|-|-|-| |5,50,000 equity shares (March 31, 2016: 5,90,452 equity shares; April 1, 2015: 5,90,452 equity shares) are held by Tata Investment Corporation Limited*|-|-|-| |Nil equity shares (March 31, 2016: Nil equity shares; April 1, 2015: 200 equity shares) are held by Tata Capital Limited*|-|-|-| |Nil equity shares (March 31, 2016: 83,232 equity shares; April 1, 2015: 83,232 equity shares) are held by Tata International Limited*|-|-|-| |24,400 equity shares (March 31, 2016: 24,400 equity shares; April 1, 2015: 24,400 equity shares) are held by Tata Steel Limited*|-|-|-| |452 equity shares (March 31, 2016: 452 equity shares; April 1, 2015: 452 equity shares) are held by The Tata Power Company Limited*|-|-|-| |4,84,902 equity shares (March 31, 2015: 6,11,352 equity shares; April 1, 2015: 6,33,352 shares) are held by AF-taab Investment Company Limited*|-|-|-| |Total|144|144|144| * Equity shares having value less than 0.50 crore # (d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | |---|---|---|---|---| |Equity shares|Tata Sons Limited, the Holding Company|144,34,51,698|144,34,51,698|144,34,51,698| | |73.26%|73.26%|73.69%| | # (e) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2017) including equity shares issued pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. 15,06,983 equity shares of ₹1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. # (f) The Company's objective for capital management The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. 150 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 17."
+"(A) Other equity Other equity consist of the following: |( crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---| |(a) Capital reserve (on consolidation)|75|75| |(b) Securities premium reserve|1,919|1,919| |(c) Capital redemption reserve| | | |(i) Opening balance|523|413| |(ii) Transfer from retained earnings*|-|110| | |523|523| |(d) General reserve| | | |(i) Opening balance|10,549|8,245| |(ii) Transfer from retained earnings|-|2,304| | |10,549|10,549| |(e) Special Economic Zone re-investment reserve| | | |(i) Opening balance|-|-| |(ii) Transfer from retained earnings|376|-| |(iii) Transfer to retained earnings on utilisation|(279)|-| | |97|-| |(f) Retained earnings| | | |(i) Opening balance|56,113|43,904| |(ii) Profit for the year|26,289|24,270| |(iii) Remeasurement of defined employee benefit plans (net of taxes)|(206)|(108)| |(iv) Purchase of non-controlling interests **|(28)|-| |(v) Realised (losses) / gains on equity shares carried at fair value through OCI|(20)|5| |(vi) Transfer from Special Economic Zone re-investment reserve on utilisation|279|-| | |82,427|68,071| |(vii) Less: Appropriations| | | |(a) Dividend on equity shares|9,162|7,993| |(b) Tax on dividend|1,785|1,486| |(c) Transfer to capital redemption reserve*|-|110| |(d) Transfer to general reserve|-|2,304| |(e) Transfer to Special Economic Zone re-investment reserve|376|-| |(f) Transfer to statutory reserve|33|65| | |71,071|56,113| |(g) Statutory reserve| | | |(i) Opening balance|185|120| |(ii) Transfer from retained earnings|33|65| | |218|185| # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements |(crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---| |(h) Investment revaluation reserve (Refer note 17(B))| | | |(i) Opening balance|54|3| |(ii) Addition during the year (net)|484|51| | |538|54| |(i) Cash flow hedging reserve (Refer note 28(b))| | | |(i) Opening balance|49|130| |(ii) Addition / (deduction) during the year (net)|39|(81)| | |88|49| |(j) Foreign currency translation reserve| | | |(i) Opening balance|1,408|1,047| |(ii) (Deduction) / addition during the year (net)|(469)|361| | |939|1,408| | |86,017|70,875| * On June 25, 2015, Diligenta Limited, a wholly owned subsidiary redeemed 1,10,00,000 redeemable preference shares of GBP 1 each. Accordingly an amount of 110 crores has been transferred to capital redemption reserve during the year. ** Purchase of non-controlling interests in Tata Consultancy Services (South Africa) (Propriety) Limited and Tata Consultancy Services (China) Co., Ltd. # (B) Other components of equity Other components of equity consist of the following: # (a) Investment revaluation reserve |(crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---| |Balance at the beginning of the year|54|3| |Net gain / (loss) arising on revaluation of financial assets carried at fair value|(20)|1| |Deferred tax relating to net gain / (loss) arising on revaluation of financial assets carried at fair value|-|(1)| |Net cumulative loss / (gain) reclassified to retained earnings on sale of financial assets carried at fair value|20|(5)| |Deferred tax relating to net cumulative gain reclassified to statement of profit and loss on sale of financial assets carried at fair value|-|2| |Net gain arising on revaluation of investments other than equities carried at fair value through other comprehensive income|740|138| |Deferred tax relating to net gain arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(256)|(48)| |Transfer of net realised gain to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|(56)| |Deferred tax relating to transfer of net realised gain / (loss) to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|20| |Balance at the end of the year|538|54| # Notes forming part of the Consolidated Financial Statements # Nature of reserves # (a) Capital reserve The Group recognises profit or loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Securities premium Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013. # (c) General reserve The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # (d) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity / debt instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed of."
+"# (e) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non-financial hedged item. # 18. Borrowings Borrowings consist of the following: # (A) Long-term borrowings | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |(a) Secured loans|Long-term maturities of obligations under finance lease|71|83|114| |(b) Unsecured loans|Borrowings from entity other than banks|-|-|1| | |Total|71|83|115| Obligations under finance lease are secured against property, plant and equipment obtained under finance lease arrangements. # (B) Short-term borrowings | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |(a) Secured loans|Overdraft from banks|-|112|-| |(b) Unsecured loans|Overdraft from bank|200|1|186| | |Total|200|113|186| Secured overdrafts from banks are secured against trade receivables. Consolidated Financial Statements I 153 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 19. Other financial liabilities Other financial liabilities consist of the following: # (A) Other non-current financial liabilities | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Capital creditors|17|62|68| |(b) Others|437|431|594| |Total|454|493|662| Other payables include advance taxes paid of 227 crores (March 31, 2016: 230 crores) (April 01, 2015: 333 crores) by the seller of TCS e-serve Limited which, on refund by the tax authorities, is payable to the seller. # (B) Other current financial liabilities | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Current maturities of obligations under finance lease|18|49|57| |(b) Unclaimed dividends|25|21|20| |(c) Fair value of foreign exchange forward and currency option contracts|20|152|20| |(d) Capital creditors|287|331|337| |(e) Liabilities for cost related to customer contracts|1,001|882|728| |(f) Liabilities for purchase of government securities|-|805|-| |(g) Others|199|124|83| |Total|1,550|2,364|1,245| Obligations under finance lease are secured against property, plant and equipment obtained under finance lease arrangements. # 20. Provisions Provisions consist of the following: # (A) Non-current | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Provision for foreseeable loss on a long-term contract|39|40|94| # (B) Current | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Provision for foreseeable loss on a long-term contract|66|115|103| 154 I Consolidated Financial Statements # 21. Other liabilities Other liabilities consist of the following: # (A) Other non-current liabilities |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Operating lease liabilities|387|379|345| |(b) Others|45|63|59| |Total|432|442|404| # (B) Other current liabilities |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Advance received from customers|330|164|131| |(b) Indirect tax payable and other statutory liabilities|1,301|1,381|1,146| |(c) Operating lease liabilities|74|80|57| |(d) Others|40|12|8| |Total|1,745|1,637|1,342| # 22. Other income (net) Other income (net) consist of the following: |( crores)|2017|2016| |---|---|---| |(a) Interest income|2,263|1,745| |(b) Dividend income|1|11| |(c) Net gain on investments carried at fair value through profit or loss|633|409| |(d) Net gain on disposal of investments carried at amortised cost|9|-| |(e) Net gain on disposal of investments other than equity shares carried at fair value through OCI|-|56| |(f) Net gain on disposal of property, plant and equipment|3|5| |(g) Net foreign exchange gains|1,240|742| |(h) Rent income|17|25| |(i) Miscellaneous income|55|91| |Total|4,221|3,084| Interest income comprise: |Description|2017|2016| |---|---|---| |Interest on bank deposits|116|1,459| |Interest income on financial assets carried at amortised cost|412|248| |Interest income on financial assets carried at fair value through OCI|1,598|32| |Others|137|6| Net foreign exchange gains include: Net gain on foreign exchange forward and currency option contracts transferred from cash flow hedging reserve (Refer note 28(b)) Dividend income comprise: From investments (mutual funds) |Description|2017|2016| |---|---|---| |From investments (mutual funds)|1|11| # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 23."
+"Employee benefit expenses Employee benefit expenses consist of the following: |( crores)|2017|2016| |---|---|---| |(a) Salaries, incentives and allowances|55,537|49,902| |(b) Contributions to provident and other funds|4,189|3,939| |(c) Staff welfare expenses|1,895|1,507| |Total|61,621|55,348| # (A) Non-current employee benefit obligations ( crores) | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Gratuity liability|4|3|22| |(b) Foreign defined benefit plans|159|169|140| |(c) Other employee benefit obligations|82|65|41| |Total|245|237|203| # (B) Current employee benefit obligations ( crores) | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Compensated absences|1,834|1,614|1,340| |(b) Other employee benefit obligations|28|21|16| |Total|1,862|1,635|1,356| # Defined benefit plan # Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India provide to the eligible employees defined benefit plans such as gratuity and pension plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The measurement date used for determining retirement benefits for gratuity is March 31. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws. 156 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements The following tables set out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |(crores)| |Year ended March 31, 2017| | | | | |Year ended March 31, 2016| | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Change in benefit obligations:|Benefit obligations, beginning of the year|1,633|3|744|67|2,447|1,295|2|686|53|2,036| | |Exchange (gain) / loss on translation|-|-|(49)|(5)|(54)|-|-|53|3|56| | |Plan participants' contribution|-|-|8|-|8|-|-|6|-|6| | |Service cost|241|1|12|21|275|202|-|24|12|238| | |Interest cost|138|-|10|3|151|105|-|14|2|121| | |Remeasurement of the net defined benefit liability|200|-|58|(3)|255|149|1|(16)|-|134| | |Past service cost / (credit)|-|-|(9)|-|(9)|13|-|-|(2)|11| | |Benefits paid|(128)|-|(17)|(2)|(147)|(131)|-|(23)|(1)|(155)| | |Adjustment on plan settlement|-|-|(220)|-|(220)|-|-|-|-|-| |Benefit obligations, end of the year| |2,084|4|537|81|2,706|1,633|3|744|67|2,447| |(crores)| |Year ended March 31, 2017| | | | | |Year ended March 31, 2016| | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Change in plan assets:|Fair value of plan assets, beginning of the year|1,747|-|731|-|2,478|1,453|-|669|-|2,122| | |Exchange (loss) / gain on translation|-|-|(42)|-|(42)|-|-|53|-|53| | |Interest income|145|-|8|-|153|116|-|17|-|133| | |Employers' contributions|393|-|15|-|408|282|-|28|-|310| | |Plan participants' contribution|-|-|8|-|8|-|-|6|-|6| | |Benefits paid|(128)|-|(17)|-|(145)|(131)|-|(23)|-|(154)| | |Remeasurement - return on plan assets excluding amount included in interest income|-|-|47|-|47|27|-|(19)|-|8| | |Adjustment on plan settlement*|-|-|(289)|-|(289)|-|-|-|-|-| |Fair value of plan assets, end of the year| |2,157|-|461|-|2,618|1,747|-|731|-|2,478| * includes of 69 crores in respect of fair value of plan assets not recognised in the Balance sheet in the previous year due to asset ceiling."
+"Consolidated Financial Statements I 157 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | | | | | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic|Funded|Unfunded|Funded|Unfunded|Total|Domestic|Funded|Unfunded|Funded|Unfunded|Total|Domestic|Funded|Unfunded|Funded|Unfunded|Total| |Deficit of plan assets over obligations|-|(4)|(78)|(81)|(163)|-|(3)|(102)|(67)|(172)|(20)|(2)|(87)|(53)|(162)| | | |Surplus of plan assets over obligations|73|-|2|-|75|114|-|89|-|203|178|-|70|-|248| | | |Unrecognised asset due to asset ceiling|-|-|-|-|(66)|-|-|-|(66)|-|-|-|(70)|-|(70)| | | |Total|73|(4)|(76)|(81)|(88)|114|(3)|(79)|(67)|(35)|158|(2)|(87)|(53)|16| | | |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | | | | | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic|Funded|Unfunded|Funded|Unfunded|Total|Domestic|Funded|Unfunded|Funded|Unfunded|Total|Domestic|Funded|Unfunded|Funded|Unfunded|Total| |Category of assets:|Corporate bonds|731|-|145|-|876|631|2|99|-|411|175|-|121|-|296| | |Equity shares|95|-|34|-|129|43|-|51|-|94|-|-|134|-|-|134| | |Government securities|621|-|-|-|621|500|-|-|-|500|266|-|99|-|365| | | |Index linked gilt|-|-|-|-|-|-|-|113|-|113|-|-|-|108|-|108| | |Insurer managed funds|692|-|26|-|718|736|-|198|-|934|748|-|172|-|920| | | |Bank balances|3|-|11|-|149|98|-|270|-|368|217|-|6|-|223| | | |Others|15|-|245|-|260|58|-|-|-|584|47|-|29|-|76| | | |Total|2,157|-|461|-|2,618|1,747|-|731|-|2,478|1,453|-|669|-|2,122| | | 158 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Net periodic gratuity / pension cost, included in employee cost consists of the following components: |( crores)| | |Year ended March 31, 2017| | | | | |Year ended March 31, 2016| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic|Domestic| |Foreign|Foreign|Total|Domestic|Domestic|Foreign|Foreign|Total| | | | | |plans|plans|plans|plans| |plans|plans|plans|plans| | | | | | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | | | |Service cost|241|1| |12|21|275|202|0|24|12|238| | | | |Net interest on net defined benefit (asset) / liability|(7)|0| |2|3|(2)|(11)|0|(3)|2|(12)| | | | |Past service (credit) / cost|0|0| |(9)|0|(9)|13|0|0|(2)|11| | | | |Net periodic gratuity / pension cost|234| |1|5|24|264|204|0|21|12|237| | | | |Actual return on plan assets|145| | | | |0|55|0|200|143|0|(2)|0|141| # Remeasurement of the net defined benefit liability / (asset): |( crores)| | |Year ended March 31, 2017| | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total| | | | | | | | | | |plans|plans|plans|plans| | | | | | | | | | | |Funded|Unfunded|Funded|Unfunded| | | | | | | | | | |Actuarial (gains) and losses arising from changes in demographic assumptions| | | | | | | | |(2)|0|1|(1)|(2)| |Actuarial (gains) and losses arising from changes in financial assumptions| | | |71|0| | |51|(3)|119| | | | |Actuarial (gains) and losses arising from changes in experience adjustments| | | |131|0| | |6|1|138| | | | |Remeasurement of the net defined benefit liability| | | |200|0| | |58|(3)|255| | | | |Remeasurement of return on plan assets excluding amount included in interest income| | |0|0|(47)|0|(47)| | | | | | | |Asset ceiling recognised in OCI| | |0|0|0|0|0| | | | | | | |Total| | | |200|0| | |11|(3)|208| | | | # ( crores) # Year ended March 31, 2016 |Domestic|Domestic|Foreign|Foreign|Total| | | | |---|---|---|---|---|---|---|---| | |plans|plans|plans|plans| | | | | |Funded|Unfunded|Funded|Unfunded| | | | |Actuarial (gains) and losses arising from changes in demographic assumptions| |13|0| |(11)|(1)|1| |Actuarial (gains) and losses arising from changes in financial assumptions| |60| |1|(1)|0|60| |Actuarial (gains) and losses arising from changes in experience adjustments| |76|0| |(4)|1|73| |Remeasurement of the net defined benefit liability| |149|1| |(16)|0|134| |Remeasurement of return on plan assets excluding amount included in interest income| |(27)|0| |19|0|(8)| |Asset ceiling recognised in OCI| |0|0|(12)|0|(12)| | |Total| |122|1| |(9)|0|114| # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements The assumptions used in accounting for the defined benefit plan are set out below: |Assumptions|Year ended March 31, 2017|Year ended March 31, 2016| |Year ended April 1, 2015| | | |---|---|---|---|---|---|---| |Domestic plans|Foreign plans|Domestic plans|Foreign plans|Domestic plans|Foreign plans| | |Discount rate|6.75%-7.25%|0.60%-7.75%|7.50%-7.75%|0.40%-7.13%|8.00%|0.87%-6.75%| |Rate of increase in compensation levels of covered employees|6.00%-8.00%|1.25%-4.64%|6.00%-10.00%|1.25%-4.64%|6.00%-7.00%|1.00%-4.64%| |Rate of return on plan assets|6.75%-7.25%|0.60%-7.75%|7.50%-7.75%|0.40%-7.13%|8.00%|0.87%-6.75%| |Weighted average duration of defined benefit obligations|4-10 years|15-29 years|4-10 years|11-29 years|9 years|12-31 years| The expected benefits are based on the same assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2017. The Group is expected to contribute 201 crores to defined benefit plan obligations funds for the year ended March 31, 2018 comprising domestic component of 190 crores and foreign component of 11 crores. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases (decreases) by 0.50%, the defined benefit obligations would decrease by 128 crores (increase by 142 crores) as at March 31, 2017."
+"If the expected salary growth increases (decreases) by 0.50%, the defined benefit obligations would increase by 85 crores (decrease by 81 crores) as at March 31, 2017. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumption may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the Balance sheet. Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. The defined benefit obligations shall mature after year ended March 31, 2017 as follows: |Year ending March 31|Defined benefit obligations (crores)| |---|---| |2018|220| |2019|208| |2020|214| |2021|215| |2022|210| |Thereafter|986| # Defined contribution plans # Superannuation In addition to gratuity benefits, all eligible employees are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred. The Group has no further obligation beyond its monthly contribution. The Group contributed 265 crores and 249 crores to the Employees' Superannuation Fund for the year ended March 31, 2017 and March 31, 2016 respectively. # Notes forming part of the Consolidated Financial Statements # Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited and its subsidiaries are entitled to receive benefits under the provident fund, a defined contribution plan in which both the employee and employer (at a determined rate) contribute monthly. Tata Consultancy Services Limited and its subsidiaries in India contribute as specified under the law to the Provident Fund where set up as a trust and to the respective Regional Provident Fund Commissioner. Tata Consultancy Services Limited and its subsidiaries in India which contributes to the Provident Fund where set up as a trust are liable for future provident fund benefits to the extent of its annual contribution and any shortfall in fund assets based on government specified minimum rates of return relating to current period service and recognises such contributions and shortfall, if any, as an expense in the year incurred. In accordance with an actuarial valuation, there is no deficiency in the interest cost as the present value of the expected future earnings on the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest. The Group contributed 804 crores and 680 crores to the provident fund for the year ended March 31, 2017 and March 31, 2016, respectively. # Foreign defined contribution plan The Group contributed 826 crores and 817 crores for the year ended March 31, 2017 and March 31, 2016, respectively, towards foreign defined contribution plan. # 24. Other operating expenses Other operating expenses consist of the following: | |( crores)|2017|2016| |---|---|---|---| |(a) Fees to external consultants| |8,854|8,412| |(b) Facility running expenses| |3,685|3,406| |(c) Cost of equipment and software licences| |2,808|2,571| |(d) Travel expenses| |2,786|2,664| |(e) Communication expenses| |1,067|1,107| File: AR_TCS_2016_2017.md |(f) Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)| |125|135| |(g) Other expenses| |4,709|4,326| |Total| |24,034|22,621| Research and development expenditure aggregating 282 crores and 237 crores in the year ended March 31, 2017 and March 31, 2016, including capital expenditure was incurred during the year. # 25. Finance costs (at effective interest rate) Finance costs consist of the following: | |( crores)|2017|2016| |---|---|---|---| |Interest expense| |32|33| |Total| |32|33| # 26. Earnings Per Share (EPS) | |2017|2016| |---|---|---| |Profit for the year ( crores)|26,289|24,270| |Weighted average number equity shares|197,04,27,941|197,04,27,941| |Earnings per share basic and diluted ( )|133.41|123.18| |Face value per equity share ( )|1|1| Consolidated Financial Statements I 161 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 27. Leases The Group has taken on lease property and equipment under operating lease arrangements. Most of the leases include renewal and escalation clauses. Operating lease rent expenses were 1,818 crores and 1,697 crores for the year ended March 31, 2017 and March 31, 2016, respectively."
+"# Future Minimum Lease Rental Commitments |( crores)|Operating lease|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |Due within one year of Balance sheet date| |833|733|764| |Due in a period between one year and five years| |2,302|2,169|2,243| |Due after five years| |1,215|1,233|1,403| |Total minimum lease commitments| |4,350|4,135|4,410| # Finance Lease |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Due within one year of Balance sheet date|25|59|70| |Due in a period between one year and five years|73|80|110| |Due after five years|21|33|44| |Total minimum lease commitments|119|172|224| |Less: Interest|(30)|(40)|(53)| |Present value of minimum lease commitments|89|132|171| # Receivables under Sub Leases |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Due within one year of Balance sheet date|12|19|18| |Due in a period between one year and five years|1|16|36| |Due after five years|-|-|-| |Total|13|35|54| Income from sub leases of 17 crores and 25 crores have been recognised in the statement of profit and loss in the year ended March 31, 2017 and March 31, 2016 respectively. 162 I Consolidated Financial Statements # 28. Financial instruments The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2(l) to the consolidated financial statements. # (a) Financial assets and liabilities The carrying value of financial instruments by categories as at March 31, 2017 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Carrying value| |---|---|---|---|---|---|---| |Financial assets:| | | | | | | |Cash and cash equivalents|-|-|-|-|3,597|3,597| |Bank deposits & earmarked bank balances|-|-|-|-|553|553| |Trade receivables|-|-|-|-|22,684|22,684| |Investments|19,692|22,140|-|-|148|41,980| |Unbilled revenue|-|-|-|-|5,351|5,351| |Loans*|-|-|-|-|2,918|2,918| |Other financial assets|-|-|140|432|1,726|2,298| |Total|19,692|22,140|140|432|36,977|79,381| Financial liabilities: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Carrying value| |---|---|---|---|---|---|---| |Trade and other payables|-|-|-|-|6,279|6,279| |Borrowings|-|-|-|-|271|271| |Other financial liabilities|196|-|-|20|1,788|2,004| |Total|196|-|-|20|8,338|8,554| *Loans include inter-corporate deposits of 2,568 crores, with original maturity period within 50 months. The carrying value of financial instruments by categories as at March 31, 2016 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Carrying value| |---|---|---|---|---|---|---| |Financial assets:| | | | | | | |Cash and cash equivalents|-|-|-|-|6,295|6,295| |Bank deposits & earmarked bank balances|-|-|-|-|994|994| |Trade receivables|-|-|-|-|24,073|24,073| |Investments|1,767|20,423|-|-|632|22,822| |Unbilled revenue|-|-|-|-|3,992|3,992| |Loans*|-|-|-|-|5,215|5,215| |Other financial assets|-|-|116|421|1,203|1,740| |Total|1,767|20,423|116|421|42,404|65,131| Financial liabilities: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Carrying value| |---|---|---|---|---|---|---| |Trade and other payables|-|-|-|-|7,541|7,541| |Borrowings|-|-|-|-|196|196| |Other financial liabilities|188|-|15|137|2,517|2,857| |Total|188|-|15|137|10,254|10,594| *Loans include inter-corporate deposits of 4,186 crores, with original maturity period within 50 months. Consolidated Financial Statements I 163 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements The carrying value of financial instruments by categories as at April 1, 2015 is as follows: |Financial assets:| | | | | |( crores)| |---|---|---|---|---|---|---| |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|carrying value| | |Cash and cash equivalents|-|-|-|-|1,862|1,862| |Bank deposits & earmarked bank balances|-|-|-|-|17,196|17,196| |Trade receivables|-|-|-|-|20,440|20,440| |Investments|1,508|166|-|-|80|1,754| |Unbilled revenue|-|-|-|-|3,827|3,827| |Loans*|-|-|-|-|3,074|3,074| |Other financial assets|-|-|186|179|1,278|1,643| |Total|1,508|166|186|179|47,757|49,796| |Financial liabilities:| | | | | |( crores)| |---|---|---|---|---|---|---| |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|carrying value| | |Trade and other payables|-|-|-|-|8,832|8,832| |Borrowings|-|-|-|-|301|301| |Other financial liabilities|240|-|-|20|1,647|1,907| |Total|240|-|-|20|10,780|11,040| *Loans include inter-corporate deposits of 2,726 crores, with original maturity period within 19 months. Carrying amounts of cash and cash equivalents, trade receivables, unbilled revenues, loans and trade and other payables as at March 31, 2017, March 31, 2016 and April 1, 2015 approximate the fair value because of their short-term nature. Difference between carrying amounts and fair values of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the years presented. # Fair value hierarchy: The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities."
+"- Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The investments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Notes forming part of the Consolidated Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): # ( crores) # As at March 31, 2017: | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Financial assets:|19,692|-|-|19,692| |Mutual fund units|-|-|141|141| |Corporate debentures and bonds|-|16|-|16| |Government securities|22,131|-|-|22,131| |Derivative financial assets|-|572|-|572| |Total|41,823|588|141|42,552| # Financial liabilities: | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|20|-|20| |Other financial liabilities|-|-|196|196| |Total|-|20|196|216| # ( crores) # As at March 31, 2016: | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Financial assets:|1,767|-|-|1,767| |Mutual fund units|-|-|169|169| |Corporate debentures and bonds|-|40|-|40| |Government securities|20,355|-|-|20,355| |Certificate of deposits|-|491|-|491| |Derivative financial assets|-|537|-|537| |Total|22,122|1,068|169|23,359| # Financial liabilities: | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|152|-|152| |Other financial liabilities|-|-|188|188| |Total|-|152|188|340| # ( crores) # As at April 1, 2015: | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Financial assets:|1,508|-|-|1,508| |Mutual fund units|4|-|162|166| |Corporate debentures and bonds|-|25|-|25| |Government securities|55|-|-|55| |Derivative financial assets|-|365|-|365| |Total|1,567|390|162|2,119| # Financial liabilities: | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|20|-|20| |Other financial liabilities|-|-|240|240| |Total|-|20|240|260| Consolidated Financial Statements I 165 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements |( crores)|( crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---| |Reconciliation of Level 3 fair value measurement| | | | |Opening balance| |169|162| |Less: Sale of equity shares| |(25)|-| |Exchange (loss) / gain| |(3)|7| |Closing balance| |141|169| # (b) Derivative financial instruments and hedging activity The Group's revenue is denominated in foreign currency predominantly US Dollar, Sterling Pound and Euro. In addition to these currencies, the Group also does business in Australian Dollar, Singapore Dollar, Saudi Arabian Riyal, Danish Kroner and Brazilian Real. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Group monitors and manages the financial risks relating to its operations by analysing its foreign exchange exposures by the level and extent of currency risks. The Company and its subsidiaries use various derivative financial instruments governed by policies approved by the board of directors such as foreign exchange forward, option and future contracts to manage and mitigate its exposure to foreign exchange rates. The counterparty is generally a bank. The Company and its subsidiaries can enter into contracts for a period between one day and eight years. The Company and its subsidiaries report quarterly to its risk management committee, an independent body that monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures. # Outstanding currency option contracts, which have been designated as cash flow hedges: | | | |As at March 31, 2017|As at March 31, 2016| |As at April 1, 2015| | | |---|---|---|---|---|---|---|---|---| |Foreign currency|Notional amount of|Notional amount of|Notional amount of|Notional amount of|Notional amount of| | | | | |No. of contracts|Fair value ( crores)|No. of contracts|Fair value ( crores)|No. of contracts|Fair value ( crores)| | | |U.S. Dollar| | |6|150|9|225|41|-| |Sterling Pound| | |45|318|8|160|52|18| |Euro| | |27|198|24|285|20|9| |Australian Dollar| | |6|60|21|228|(12)|6| # Outstanding currency forward contracts, which have been designated as cash flow hedges: | | |As at March 31, 2017| | |As at March 31, 2016| |As at April 1, 2015| | |---|---|---|---|---|---|---|---|---| |Foreign currency|Notional amount of|Notional amount of|Notional amount of|Notional amount of|Notional amount of| | | | | |No. of contracts|Fair value ( crores)|No. of contracts|Fair value ( crores)|No."
+"of contracts|Fair value ( crores)| | | |Sterling Pound|5|125| |-|-|-|-| | |Euro|3|91| |-|-|-|-| | 166 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2017|Year ended March 31, 2017|Year ended March 31, 2016|Year ended March 31, 2016| |---|---|---| | |Intrinsic value|Time value|Intrinsic value|Time value| |Balance at the beginning of the year|68|(19)|131|(1)| |Changes in the fair value of effective portion of cash flow hedges|784|(232)|250|(339)| |Deferred tax on fair value of effective portion of cash flow hedges|(108)|30|(32)|44| |(Gain) / loss transferred to the statement of profit and loss on occurrence of forecasted hedge transactions|(743)|235|(323)|318| |Deferred tax on (gain) / loss transferred to the statement of profit and loss on occurrence of forecasted hedge transactions|104|(31)|42|(41)| |Balance at the end of the year|105|(17)|68|(19)| Net gain on derivative instruments of 88 crores recognised in Hedging Reserve as at March 31, 2017, is expected to be transferred to the statement of profit and loss by March 31, 2018. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2017. In addition to the above cash flow hedges, the Group has outstanding foreign exchange forwards, option and futures contracts with notional amount aggregating 19,159 crores (March 31, 2016: 22,144 crores, April 1, 2015: 19,949 crores) whose fair value showed a gain of 412 crores as at March 31, 2017 (March 31, 2016: gain of 284 crores, April 1, 2015: gain of 159 crores). Although these contracts are effective as hedges from an economic perspective, they do not qualify for hedge accounting. Exchange gain of 1,522 crores (March 31, 2016: Exchange gain of 181 crores) on foreign exchange forwards, option and futures contracts for the year ended March 31, 2017, have been recognised in the statement of profit and loss. # Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies. | |2017|2016| |---|---|---| |10% Appreciation of the underlying foreign currencies|(218)|(238)| |10% Depreciation of the underlying foreign currencies|793|623| # (c) Financial risk management: The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. # (i) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk. # (a) Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar, Euro, Great Britain Pound, Australian Dollar, Singapore Dollar, Saudi Arabian Riyal, Danish Kroner and Brazilian Real against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies."
+"The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of Balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 28(b). # Foreign Currency Exposure as at March 31, 2017 | |USD|EUR|GBP|AUD|SGD|DKK|BRL|SAR|Others*| |---|---|---|---|---|---|---|---|---|---| |Net financial assets|2,032|99|242|19|87|3|6|444|715| |Net financial liabilities|(215)|(26)|(1)|(256)|-|(48)|(8)|-|(214)| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of Tata Consultancy Services Limited and its subsidiaries would result in decrease / increase in the Group's profit before tax by approximately 288 crores for the year ended March 31, 2017. # Foreign Currency Exposure as at March 31, 2016 | |USD|EUR|GBP|AUD|SGD|DKK|BRL|SAR|Others*| |---|---|---|---|---|---|---|---|---|---| |Net financial assets|1,123|127|74|26|28|57|10|-|638| |Net financial liabilities|(322)|(6)|(72)|(68)|(23)|(2)|(11)|(538)|(314)| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of Tata Consultancy Services Limited and its subsidiaries would result in decrease / increase in the Group's profit before tax by approximately 73 crores for the year ended March 31, 2016. # Foreign Currency Exposure as at April 1, 2015 | |USD|EUR|GBP|AUD|SGD|DKK|BRL|SAR|Others*| |---|---|---|---|---|---|---|---|---|---| |Net financial assets|884|63|106|15|98|98|95|-|295| |Net financial liabilities|(2,248)|(99)|(17)|(15)|(4)|(4)|-|(8)|(74)| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of Tata Consultancy Services Limited and its subsidiaries would result in decrease / increase in the Group's profit before tax by approximately 82 crores as at April 1, 2015. *Others include currencies such as South African Rand, Canadian Dollar, Swiss Franc, Norwegian Kroner etc. # Notes forming part of the Consolidated Financial Statements # (b) Interest rate risk The Group's investments are primarily in fixed rate interest bearing investments. Hence the Group is not significantly exposed to interest rate risk. # (ii) Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of 2,568 crores are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of 415 crores held with an Indian bank having high quality credit rating which are individually in excess of 10% or more of the Group's total bank deposits in year ended March 2017. None of the other financial instruments of the Group result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was 79,239 crores, 64,961 crores, 49,629 crores as at March 31, 2017, March 31, 2016 and April 1, 2015, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, unbilled revenue and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding accounts receivable and unbilled revenue as at March 31, 2017 and March 31, 2016. # Geographic concentration of credit risk The Group also has a geographic concentration of trade receivables, net of allowances and unbilled revenue is given below: |(In %)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |United States of America|44.30|42.90|41.90| |India|14.71|15.32|16.50| |United Kingdom|13.46|14.97|15.00| Geographical concentration of credit risk is allocated based on the location of the customers. # (iii) Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements."
+"The Group consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due. The tables below provide details regarding the contractual maturities of significant financial liabilities: |(crores)|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities:|6,279|-|-|-|6,279| |Borrowings|200|16|36|19|271| |Other financial liabilities|1,530|13|464|2|2,009| |Total|8,009|29|500|21|8,559| |Derivative financial liabilities|20|-|-|-|20| |Total|8,029|29|500|21|8,579| Consolidated Financial Statements I 169 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements |(crores)|As at March 31, 2016|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---|---| |Non-derivative financial liabilities:|Trade and other payables|7,541|-|-|-|7,541| | |Borrowings|113|24|33|26|196| | |Other financial liabilities|2,212|44|467|19|2,742| | |Total|9,866|68|500|45|10,479| |Derivative financial liabilities|152|-|-|-|152| | | |Total|10,018|68|500|45|10,631| |(crores)|As at April 1, 2015|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---|---| |Non-derivative financial liabilities:|Trade and other payables|8,832|-|-|-|8,832| | |Borrowings|186|43|38|34|301| | |Other financial liabilities|1,225|63|608|10|1,906| | |Total|10,243|106|646|44|11,039| |Derivative financial liabilities|20|-|-|-|20| | | |Total|10,263|106|646|44|11,059| # 29. Segment reporting Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. The Group has identified business segments (industry practice) as reportable segments. The business segments comprise: 1) Banking, Financial Services and Insurance, 2) Manufacturing, 3) Retail and Consumer Business, 4) Communication, Media and Technology and 5) Others such as Energy, Resources and Utilities, Life Science and Healthcare, s-Governance and Products. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Property, plant and equipment that are used interchangeably among segments are not allocated to reportable segments."
+"# Notes forming part of the Consolidated Financial Statements # Summarised segment information for the years ended March 31, 2017, 2016 and April 1, 2015 is as follows: # Year ended March 31, 2017 (crores) |Particulars|Business segments|Business segments|Business segments|Business segments|Business segments| | | | | | |---|---|---|---|---|---|---| | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |Revenue|47,505|12,486|20,459|19,521|17,995|117,966| |Segment result|13,098|3,574|5,740|5,552|4,271|32,235| |Total Unallocable expenses| | | | |1,943| | |Operating income| | | | |30,292| | |Other income (net)| | | | |4,221| | |Profit before taxes| | | | |34,513| | |Tax expense| | | | |8,156| | |Profit for the year| | | | |26,357| | |Depreciation and amortisation|74|-|-|-|2|76| |Depreciation and amortisation (unallocable)| | | | |1,911| | |Significant non-cash items (allocable)|19|6|10|22|68|125| # As at March 31, 2017 (crores) |Particulars| |Business segments| | | | | |---|---|---|---|---|---|---| | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |Segment assets|10,341|3,223|5,232|5,104|6,267|30,167| |Unallocable assets| | | |73,085| | | |Total assets| | | |1,03,252| | | |Segment liabilities|1,706|123|382|433|698|3,342| |Unallocable liabilities| | | |13,330| | | |Total liabilities| | | |16,672| | | # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # Year ended March 31, 2016 (in crores) |Particulars|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Revenue|44,163|10,909|19,204|18,040|16,330|1,08,646| |Segment result|12,851|2,924|5,330|5,190|4,294|30,589| |Total Unallocable expenses| | | | |1,833| | |Operating income| | | | |28,756| | |Other income (net)| | | | |3,084| | |Profit before taxes| | | | |31,840| | |Tax expense| | | | |7,502| | |Profit for the year| | | | |24,338| | |Depreciation and amortisation (allocable)|86|-|-|-|2|88| |Depreciation and amortisation (unallocable)|-|-|-|-|-|1,800| |Significant non-cash items (allocable)|30|9|27|9|60|135| # As at March 31, 2016 (in crores) |Particulars|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Segment assets|11,525|2,825|4,917|5,076|6,233|30,576| |Unallocable assets| | | | | |58,520| |Total assets| | | | | |89,096| |Segment liabilities|1,844|149|276|437|702|3,408| |Unallocable liabilities| | | | | |14,261| |Total liabilities| | | | | |17,669| # As at April 1, 2015 (in crores) |Particulars|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Segment assets|9,599|2,441|4,261|4,331|6,551|27,183| |Unallocable assets| | | | | |45,783| |Total assets| | | | | |72,966| |Segment liabilities|2,593|341|731|828|1,352|5,845| |Unallocable liabilities| | | | | |10,845| |Total liabilities| | | | | |16,690| # Notes forming part of the Consolidated Financial Statements Geographical revenue is allocated based on the location of the customers. # Information regarding geographical revenue is as follows: |Geography|2017|2016| |---|---|---| |Americas (1)|66,091|60,011| |Europe (2)|30,038|29,092| |India|7,415|6,729| |Others|14,422|12,814| |Total|1,17,966|1,08,646| Geographical non-current assets (property, plant and equipment, goodwill, intangible assets, advance income tax and other non-current assets) are allocated based on the location of the assets. # Information regarding geographical non-current assets is as follows: |Geography|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Americas (3)|1,246|1,170|1,254| |Europe (4)|1,521|1,585|1,629| |India|15,355|15,335|14,597| |Others|598|745|884| |Total|18,720|18,835|18,364| # Footnotes: 1. (1) and (3) are substantially related to operations in the United States of America. 2. (2) includes revenue from operations in the United Kingdom of 16,404 crores and 17,171 crores for the years ended March 31, 2017 and March 31, 2016 respectively. File: AR_TCS_2016_2017.md 3. (4) includes non-current assets from operations in the United Kingdom of 568 crores, 643 crores and 726 crores as at March 31, 2017, March 31, 2016 and April 1, 2015, respectively. Information about major customers: No single customer represents 10% or more of the Group's total revenue for the year ended March 31, 2017 and March 31, 2016. Consolidated Financial Statements I 173 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # 30. Commitments and contingent liabilities # Capital and other commitments Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at March 31, 2017 is 1,503 crores. # Contingencies # Direct tax matters Refer note 10. # Indirect tax matters Tata Consultancy Services Limited and its subsidiaries in India have ongoing disputes with Indian tax authorities mainly relating to treatment of characterisation and classification of certain items. As at March 31, 2017, Tata Consultancy Services Limited and its subsidiaries in India have demands on appeal amounting to 284 crores from various indirect tax authorities in Indian jurisdiction, which are being contested by the Company and its subsidiaries in India. In respect of indirect tax contingencies of 9 crores, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited."
+"# Other claims The Group has examined the social security and tax aspects of contracts with legal entities which provide services to an overseas subsidiary and, based on legal opinion, concludes that the subsidiary is in compliance with the related statutory requirements. As at March 31, 2017, claims aggregating 6,308 crores against the Group (individually insignificant) have not been acknowledged as debts. In October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's intellectual property. In April 2016, the Company received an unfavourable jury verdict awarding damages totalling 6,101 crores (US$941 million) to Epic which the trial judge has indicated his intent to reduce. On the basis of legal opinion and legal precedence, the Company expects to defend itself against the claim and believes that the claim will not sustain. The Company has given letter of comfort to various banks for credit facilities availed by its subsidiaries (a) Tata America International Corporation, (b) Tata Consultancy Services Asia Pacific Pte Ltd. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiaries and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiaries. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in those jurisdictions. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. 174 I Consolidated Financial Statements # 31. Statement of Net assets and Profit and Loss and other comprehensive income attributable to Owners and Non-controlling interest # Notes forming part of the Consolidated Financial Statements (in crores) |Country of incorporation|Net assets, i.e. total assets minus total liabilities at March 31, 2017|Net assets, i.e. total assets minus total liabilities at March 31, 2016|Share in Other comprehensive income|Share in profit and loss|Share in total comprehensive income| |---|---|---|---|---|---| |Tata Consultancy Services Limited|178,022|86.94|423,653|102.02|387.11| |Subsidiaries (held directly)| | | | | | |APTOnline Limited|0.07|0.07|0.00|0.07|0.07| |MP Online Limited|0.07|0.07|0.00|0.07|0.07| |C-Edge Technologies Limited|0.14|0.12|0.00|0.12|0.12| |MahaOnline Limited|0.05|0.02|0.00|0.02|0.02| |TCS e-Serve International Limited|0.24|0.15|0.00|0.15|0.15| |TCS Foundation|0.54|0.82|0.00|0.82|0.82| |Diligenta Limited|0.64|0.03|(4.38)|(0.02)|(5)| |Tata Consultancy Services Canada Inc.|0.55|1.18|0.00|1.18|1.18| |Tata America International Corporation|3.60|4.15|1,130|4.11|1,130| |Tata Consultancy Services Asia Pacific Pte Ltd.|0.54|0.44|0.00|0.44|0.44| |Tata Consultancy Services Belgium S.A.|0.28|0.37|0.00|0.37|0.37| |Tata Consultancy Services Deutschland GmbH|0.14|0.36|(0.67)|0.35|0.35| |Tata Consultancy Services Netherlands BV|2.02|1.22|0.00|1.21|1.21| |Tata Consultancy Services Sverige AB|0.34|0.48|0.00|0.47|0.47| |TCS FNS Pty Limited|-1| | | | | |TCS Iberoamerica SA|1.33|0.44|0.00|0.44|0.44| |Tata Consultancy Services (Africa) (PTY) Ltd.|0.06|0.16|0.00|0.16|0.16| Consolidated Financial Statements I 175 # Annual Report 2016-17 |Country of incorporation|Share in Other assets|Share in Total assets|Share in profit and loss|Share in comprehensive income|As % of consolidated voting power as at March 31, 2017|As % of consolidated voting power as at March 31, 2016|As % of total comprehensive income| | | |---|---|---|---|---|---|---|---|---|---| |CMC Americas Inc. (w.e.f. 01.04.2015)|USA|100.00|100.00|0.18|640.13|36|--|0.13|36| |Tata Consultancy Services Qatar S.S.C.|Qatar|100.00|100.00|0.07|660.03|--|0.03|--|0.03| |CMC eBiz Inc.|USA|100.00|100.00|--|--|--|--|--|--| |TCS e-Serve America, Inc.|USA|100.00|100.00|0.01|(0.03)|(8)|--|(0.03)|(8)| |Diligenta 2 Limited (w.e.f. March 14, 2017)|UK|-|100.00|--|--|--|--|--|--| |MS CJV Investments Corporation|USA|-|100.00|--|--|--|--|--|--| |Tata Consultancy Services (China) Co., Ltd.|China|93.20|90.00|0.19|770.14|37|--|0.13|37| |Tata Consultancy Services Japan, Ltd.|Japan|51.00|51.00|0.93|850.38|104|--|0.38|104| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.10|930.06|16|--|0.06|16| |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|270.07|18|--|0.07|18| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.23|2120.28|76|--|0.28|76| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.02|140.01|3|--|0.01|3| |TCS Italia SRL|Italy|100.00|100.00|-0.02|--|2|--|0.01|2| |Tata Consultancy Services Luxembourg S.A.|Capellen (G.D."
+"de Luxembourg)|100.00|100.00|0.06|520.10|27|--|0.10|27| |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.31|2820.43|181|35|0.44|122| |Tata Consultancy Services France S.A.S|France|100.00|100.00|-0.01|4|(0.34)|(1)|0.01|(1)| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|-0.04|-1|--|--|--|--| |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00|-0.03|--|--|--|--|--| Notes forming part of the Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements |Country of incorporation|Share in Other assets|Share in Total assets|Share in profit and loss|Share in comprehensive income|Amount ( crores)|As % of consolidated voting power|As % of total comprehensive income| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00|0.02|150.06|15|-|0.05|15| | | |Tata Consultancy Services Portugal Unipessoal Limitada|Portugal|100.00|100.00|(0.01)|(13)|(1)|-|-|(1)| | | |Alti S.A.|France|100.00|100.00|(0.01)|(12)|(0.49)|(134)|5.39|16|(0.43)|(118)| |Alti HR S.A.S.|France|100.00|100.00|0.01|10|-|(1)|-|(1)| | | |Tescom (France) Software Systems Testing S.A.R.L.|France|100.00|100.00|(0.01)|(9)|(0.01)|(3)|-|(0.01)|(3)| | |Alti Switzerland S.A.|Switzerland|100.00|100.00|0.01|12|-|1|-|1| | | |Alti Infrastructures Systemes & Reseaux S.A.|France|100.00|100.00|-|(2)|(1)|-|-|(1)| | | |Alti NV|Belgium|100.00|100.00|-|4|(0.03)|(9)|-|(0.03)|(9)| | |Teamlink|Belgium|100.00|100.00|-|(1)|-|-|-|-| | | |Planaxis Technologies Inc.|Canada|100.00|100.00|0.04|400|0.01|3|-|0.01| | | |Tata Consultancy Services Saudi Arabia|Saudi Arabia|76.00|76.00|0.04|410|0.14|37|-|0.13|37| | |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|75.00|0.06|590|0.11|29|-|0.11|29| | |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.03|290|0.01|2|-|0.01|2| | |TCS Financial Solutions Australia Holdings Pty Limited|Australia|100.00|100.00|0.05|49|-|-|-|-| | | |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.14|1250|0.11|31|0.34|10|0.12|32| |PT Financial Network Services|Indonesia|-|100.00|-|-|1|-|-|1| | | |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.12|1090|0.10|27|(2.69)|(8)|0.07|19| |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.06|530|0.02|-|-|0.02|-|(0.026)| |Tata Consultancy Services Argentina S.A.|Argentina|99.99|99.99|(0.04)|(36)|(0.06)|(15)|-|(0.05)|(15)| | # Annual Report 2016-17 |Country of incorporation|Share in Other assets|Share in Total assets|Share in profit and loss|Share in comprehensive income|As % of voting power as consolidated|As % of other consolidated|Amount (crores)|Amount (crores)|Amount (crores)|Amount (crores)| | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.08|730.03|-|0.03|-|-|-| | |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|0.55|5091.00|272|-|0.99|272|-| | |MGDC S.C.|Mexico|100.00|100.00|0.13|1220.14|380.34|10.14|0.14|39|-| | |TCS Inversiones Chile Limitada|Chile|99.99|99.99|0.34|311|-|(1)|-|-|(1)| | |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.72|6660.25|67|-|0.24|67|-| | |Technology Outsourcing S.A.|Peru|100.00|100.00|0.01|8|(0.01)|(2)|-|(0.01)|(2)| | |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.06|65|(0.12)|(36)|(1.34)|(4)|(0.15)|(40)| |Trusts|India|-|0.23|211|0.10|27|-|0.10|27|-| | |TOTAL|100.00|92,216|100.00|27,205|100.00|2,971|100.00|27,502|-|-| | (a) Adjustments arising out of consolidation (5,636) (848) (474) (1,322) (b) Non-controlling interest # Indian Subsidiaries |APTOnline Limited|(7)|(2)|-(2)| |---|---|---|---| |MP Online Limited|(8)|(2)|-(2)| |C-Edge Technologies Limited|(67)|(22)|-(22)| |MahaOnline Limited|(10)|(1)|-(1)| # Foreign Subsidiaries |Tata Consultancy Services (China) Co., Ltd.|(12)|(4)|73| | |---|---|---|---|---| |Tata Consultancy Services Japan, Ltd.|(262)|(34)|(1)|(35)| |Tata Consultancy Services (South Africa) (PTY) Ltd.|-|(3)|(1)|(4)| TOTAL (366) (68) 5 (63) GRAND TOTAL 86,214 26,289 (172) 26,117 178 I Consolidated Financial Statements # 32. Related party transactions Tata Consultancy Services Limited's principal related parties consist of its holding company Tata Sons Limited and its subsidiaries, its own subsidiaries, affiliates and its key managerial personnel. The Group routinely enters into transactions with its related parties in the ordinary course of business. Transactions and balances with its own subsidiaries are eliminated on consolidation."
+"Transactions with related parties are as follows: | | | | | |( crores)|Year ended March 31, 2017| |---|---|---|---|---|---|---| | |Associates /|Subsidiaries|Tata Sons|Other related parties|Total| | |Revenue from operations|4|246|2,162|-|2,412| | |Purchases of goods and services (including reimbursement)|4|555|634|-|1,193| | |Brand equity contribution|156|-|-|-|156| | |Dividend paid|6,712|8|3|-|6,723| | |Purchase of property, plant and equipment|-|21|33|-|54| | |Contribution to employees post employment benefit plans|-|-|-|1,029|1,029| | |Allowances / (write back) for doubtful accounts receivables and advances (net)|-|4|5|-|9| | |Rent expense|1|33|5|-|39| | |Loans and advances given|-|-|7|-|7| | |Loans and advances recovered|-|1|-|-|1| | | | | | | |( crores)|Year ended March 31, 2016| |---|---|---|---|---|---|---| | |Associates /|Subsidiaries|Tata Sons|Other related parties|Total| | |Revenue from operations|4|223|2,163|-|2,390| | |Purchases of goods and services (including reimbursement)|3|633|492|-|1,128| | |Brand equity contribution|128|-|-|-|128| | |Dividend paid|5,846|4|3|-|5,853| | |Purchase of property, plant and equipment|-|30|60|-|90| | |Contribution to employees post employment benefit plans|-|-|-|829|829| | |Rent expense|1|28|5|-|34| | |Loans and advances given|-|1|-|-|1| | |Bad debts and advances written off, Allowances for doubtful trade receivables and advances (net)|-|-|2|-|2| | Consolidated Financial Statements I 179 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # Balances receivable from related parties are as follows: |( crores)|As at March 31, 2017|Associates / jont ventures of Tata Sons|Subsidiaries of Tata Sons Limited|its subsidiaries|Total| |---|---|---|---|---|---| |Trade receivables and unbilled revenue (net)|1|128|626|755| | |Loans and advances, other financial assets and other assets|3|26|14|43| | |Investments|-|19|-|19| | |Total|4|173|640|817| | |( crores)|As at March 31, 2016|Associates / jont ventures of Tata Sons|Subsidiaries of Tata Sons Limited|its subsidiaries|Total| |---|---|---|---|---|---| |Trade receivables and unbilled revenue (net)|2|111|625|738| | |Loans and advances, other financial assets and other assets|2|2|9|13| | |Investments|-|19|-|19| | |Total|4|132|634|770| | |( crores)|As at April 1, 2015|Associates / jont ventures of Tata Sons|Subsidiaries of Tata Sons Limited|its subsidiaries|Total| |---|---|---|---|---|---| |Trade receivables and unbilled revenue (net)|1|116|665|782| | |Loans and advances, other financial assets and other assets|3|1|11|15| | |Investments|-|19|-|19| | |Total|4|136|676|816| | 180 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Balances payable to related parties |(crores)| |As at March 31, 2017|Associates / joint ventures of Tata Sons Limited|Subsidiaries of Tata Sons Limited|Tata Sons Limited and its subsidiaries|Total| |---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|138|28|150|316| | | |Total|138|28|150|316| | | |Commitments|-|24|71|95| | | |(crores)|As at March 31, 2016|Associates / joint ventures of Tata Sons Limited|Subsidiaries of Tata Sons Limited|Tata Sons Limited and its subsidiaries|Total| |---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|117|20|87|224| | |Total|117|20|87|224| | |Commitments|-|25|59|84| | |(crores)|As at April 1, 2015|Associates / joint ventures of Tata Sons Limited|Subsidiaries of Tata Sons Limited|Tata Sons Limited and its subsidiaries|Total| |---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|114|36|96|246| | |Total|114|36|96|246| | |Commitments|-|51|95|146| | The Group's material related party transactions and outstanding balances are with its subsidiaries with whom the Group routinely enters into transactions in the ordinary course of business. Consolidated Financial Statements I 181 # Annual Report 2016-17 # Notes forming part of the Consolidated Financial Statements # Compensation to key management personnel is as follows: | |(crores)|2017|2016| |---|---|---|---| |Short-term benefits| |46|43| |Dividend paid during the year| |1|-| |Total| |47|43| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. # 33. Dividends Dividends paid during the year ended March 31, 2017 include an amount of 27 per equity share towards final dividend for the year ended March 31, 2016 and an amount of 19.50 per equity share towards interim dividend for the year ending March 31, 2017. Dividends paid during the year ended March 31, 2016 include an amount of 24 per equity share towards final dividend for the year ended March 31, 2015 and an amount of 16.50 per equity share towards interim dividend for the year ending March 31, 2016. The dividends declared by the Company are based on the profits available for distribution as reported in the financial statements of the Company. Accordingly, the retained earnings reported in these financial statements may not be fully distributable. As at March 31, 2017, income (net of dividend tax) available for distribution were 62,383 crores. On April 18, 2017, the Board of Directors of the Company have proposed a final dividend of 27.50 per share in respect of the year ending March 31, 2017 subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of 6,522 crores inclusive of dividend distribution tax of 1,103 crores."
+"182 I Consolidated Financial Statements # Unconsolidated Financial Statements CONSULTANKY SfAVCESTaTA TCS Peepul Park, Trivandrum # Annual Report 2016-17 # INDEPENDENT AUDITORS' REPORT # TO THE MEMBERS OF TATA CONSULTANCY SERVICES LIMITED # Report on the Standalone Ind AS Financial Statements We have audited the accompanying standalone Ind AS financial statements of Tata Consultancy Services Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information. # Management's Responsibility for the Standalone Ind AS Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. # Auditors' Responsibility Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements. # Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date. # Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit we report that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 2."
+"In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. 3. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account. 4. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act. 5. On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in 'Annexure A'. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting. g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: 1. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. 2. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts. 3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. 4. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management. 2. As required by the Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government in terms of Section 143(11) of the Act, we give in 'Annexure B' a statement on the matters specified in paragraphs 3 and 4 of the Order. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W / W - 100018) P. R. RAMESH Mumbai, April 18, 2017 Partner (Membership No. 70928) Unconsolidated Financial Statements I 185 # Annual Report 2016-17 # ANNEXURE 'A' TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 1 (f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act') of Tata Consultancy Services Limited We have audited the internal financial controls over financial reporting of Tata Consultancy Services Limited ('the Company') as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended and as at on that date. # Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ('the Guidance Note'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit."
+"We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. The Guidance Note and those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. # Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 186 I Unconsolidated Financial Statements # Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W / W - 100018) P. R. RAMESH Mumbai, April 18, 2017 Partner (Membership No. 70928) # Unconsolidated Financial Statements I 187 # Annual Report 2016-17 # ANNEXURE 'B' TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) File: AR_TCS_2016_2017.md Report on Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 ('the Act') of Tata Consultancy Services Limited ('the Company') # i. In respect of the Company's property, plant and equipment: - (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment. - (b) The property, plant and equipment were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification."
+"- (c) According to the information and explanations given to us and the records examined by us and based on the examination of the conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties been taken on lease and disclosed as property, plant and equipment in the standalone Ind AS financial statements, the lease agreements are in the name of the Company. # ii. Inventories: As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification. # iii. Loans: According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. # iv. Compliance with provisions: In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable. # v. Deposits: The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2017 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company. # vi. Reporting under clause 3(vi): Reporting under clause 3(vi) of the Order is not applicable as the Company's business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014. # vii. Statutory dues: - (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities. - (b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable. - (c) Details of dues of Income Tax, Sales Tax, Service Tax and Value Added Tax which have not been deposited as at March 31, 2017 on account of dispute are given below: |Particular|Forum where the dispute is pending|Financial Year to which the amount relates|Total (Crores)| |---|---|---|---| |Income Tax|Commissioner of Income Tax (Appeals)|2007-2008, 2009-2010, 2011-2012, 2012-2013|1,821| | |Income Tax Appellate Tribunal|2005-2006, 2010-2011|1,789| |Sales Tax, and Value Added Tax|Additional Commissioner|2007-2008|- *| | |Assistant Commissioner|1995-1996, 1997-1998, 2004-2005, 2005-2006, 2011-2012|- *| | |Deputy Commissioner|1994-1995, 2005-2006, 2008-2009, 2010-2011, 2011-2012, 2013-2014|4| | |Joint commissioner|1997-1998, 2005-2006, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014|4| | |Tribunal|1990-1991, 2002-2003, 2003-2004, 2004-2005|7| 188 I Unconsolidated Financial Statements # Tata |Particular|Forum where the dispute is pending|Financial Year to which the amount relates|Total (` Crores)| |---|---|---|---| |Service Tax|High Court|1994-1995, 2001-2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013|142| | |Commissioner of Service tax (Appeals)|2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015|4| | |Tribunal|2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013|85| *Indicates amount less than `0.50 crore. There were no dues of duty of Customs, duty of Excise and Cess which have not been deposited as at March 31, 2017 on account of dispute. # viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures. # ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable. # x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year. # xi."
+"In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. # xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable. # xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards. # xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company. # xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of section 192 of the Act are not applicable. # xvi. The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W / W - 100018) P. R. RAMESH Mumbai, April 18, 2017 Partner (Membership No. 70928) # Unconsolidated Financial Statements I 189 # Annual Report 2016-17 # Balance Sheet as at March 31, 2017, 2016 and April 1, 2015 |( crores)|Note|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | |---|---|---|---|---|---| |ASSETS|ASSETS|ASSETS|ASSETS|ASSETS| | | | | | |Non - current assets|Non - current assets|Non - current assets|Non - current assets|Non - current assets| | | | | | | |(a) Property, plant and equipment|4|9,214|9,056|7,629| | |(b) Capital work-in-progress| |1,477|1,640|2,741| | |(c) Intangible assets|5|17|24|31| | |(d) Financial assets| | | | | | |(i) Investments|6(i)|2,201|2,229|2,283| | |(ii) Loans|7(i)|6|2,432|1,587| | |(iii) Other financial assets|8(i)|638|1,179|1,080| | |(e) Income tax assets (net)| |4,560|4,230|3,956| | |(f) Deferred tax assets (net)|9|2,447|2,530|2,321| | |(g) Other assets|10(i)|579|720|843| | |Total non - current assets| |21,139|24,040|22,471| |Current assets|Current assets|Current assets|Current assets|Current assets| | | | | | | |(a) Inventories|11|21|9|15| | |(b) Financial assets| | | | | | |(i) Investments|6(ii)|40,729|21,930|971| | |(ii) Trade receivables|12|16,649|19,058|17,392| | |(iii) Unbilled revenue| |4,235|2,712|2,631| | |(iv) Cash and cash equivalents|13|790|4,383|461| | |(v) Other balances with banks|14|526|423|16,074| | |(vi) Loans|7(ii)|2,704|2,523|1,337| | |(vii) Other financial assets|8(ii)|1,418|866|884| | |(c) Other assets|10(ii)|1,547|1,473|1,503| | |Total current assets| |68,619|53,377|41,268| | |TOTAL ASSETS| |89,758|77,417|63,739| |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| | | | | | |Equity|Equity|Equity|Equity|Equity| | | | | | | |(a) Share capital|15|197|197|197| | |(b) Other equity|16|77,825|64,816|51,352| | |Total Equity| |78,022|65,013|51,549| |Liabilities|Liabilities|Liabilities|Liabilities|Liabilities| | | | | | |Non-current liabilities|Non-current liabilities|Non-current liabilities|Non-current liabilities|Non-current liabilities| | | | | | | |(a) Financial liabilities| | | | | | |(i) Long-term borrowings|17(i)|44|50|65| | |(ii) Other financial liabilities|18(i)|245|293|411| | |(b) Employee benefit obligation| |63|48|56| | |(c) Provisions|19(i)|39|40|94| | |(d) Deferred tax liabilities (net)|9|314|366|272| | |(e) Other liabilities|20(i)|330|298|281| | |Total non-current liabilities| |1,035|1,095|1,179| |Current liabilities|Current liabilities|Current liabilities|Current liabilities|Current liabilities| | | | | | | |(a) Financial liabilities| | | | | | |(i) Trade and other payables| | | | | | |(ii) Short-term borrowings|17(ii)|4,874200|5,370113|6,855186| | |(iii) Other financial liabilities|18(ii)|1,262|2,083|1,001| | |(b) Unearned and deferred revenue| |1,126|1,068|870| | |(c) Current income tax liabilities (net)| |1,046|536|350| | |(d) Employee benefit obligation| |1,376|1,164|982| | |(e) Provisions|19(ii)|66|115|103| | |(f) Other liabilities|20(ii)|751|860|664| | |Total current liabilities| |10,701|11,309|11,011| | |TOTAL EQUITY AND LIABILITIES| |89,758|77,417|63,739| NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-37 As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP N. Chandrasekaran V. Ramakrishnan Dr. Ron Sommer Aarthi Subramanian O. P. Bhatt Chartered Accountants P. R. Ramesh Rajesh Gopinathan Ishaat Hussain V. Thyagarajan Prof. Clayton M Christensen Partner CEO and Managing Director Director Director Director N. Ganapathy Subramaniam Dr. Vijay Kelkar Aman Mehta Suprakash Mukhopadhyay Mumbai, April 18, 2017 COO and Executive Director Director Director Company Secretary 190 I Unconsolidated Financial Statements # Statement of Profit and Loss for the years ended March 31, 2017 and 2016 |( crores)|Note|2017|2016| |---|---|---|---| |I. Revenue from operations| |92,693|85,864| |II. Other income (net)|21|4,568|3,757| |III. TOTAL INCOME| |97,261|89,621| |IV."
+"Expenses:| | | | |(a) Employee benefit expenses|22|48,116|42,420| |(b) Other operating expenses|23|17,488|16,390| |(c) Finance costs|26|16|13| |(d) Depreciation and amortisation expense| |1,575|1,459| |TOTAL EXPENSES| |67,195|60,282| |V. PROFIT BEFORE TAX (III-IV)| |30,066|29,339| |VI. Tax expense:| | | | |(a) Current tax|9|6,643|6,376| |(b) Deferred tax|9|(230)|(112)| |TOTAL TAX EXPENSE| |6,413|6,264| |VII. PROFIT FOR THE YEAR (V-VI)| |23,653|23,075| |VIII. OTHER COMPREHENSIVE INCOME / (LOSSES)| | | | |(A) (i) Items that will be reclassified subsequently to the statement of profit and loss| | | | |(a) Net changes in fair values of investments other than equity shares carried at fair value through OCI| |740|82| |(b) Net changes in fair values of intrinsic value of cash flow hedges| |41|(73)| |(c) Net changes in fair values of time value of cash flow hedges| |3|(21)| |(ii) Income tax on items that will be reclassified subsequently to statement of profit and loss| |(261)|(15)| |(B) (i) Items that will not be reclassified subsequently to the statement of profit and loss| | | | |(a) Remeasurement of defined employee benefit plans| |(200)|(122)| |(b) Changes in fair values of investment in equities carried at fair value through OCI| |(20)|5| |(ii) Income tax on items that will not be reclassified subsequently to the statement of profit and loss| |-|12| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)| |303|(132)| |IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |23,956|22,943| |X. Earnings per equity share - Basic and diluted ( )|31|120.04|117.11| |Weighted average number of equity shares (face value of 1 each)| |197,04,27,941|197,04,27,941| |XI. NOTES FORMING PART OF THE FINANCIAL STATEMENTS| |1-37| | As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP N. Chandrasekaran V. Ramakrishnan Dr. Ron Sommer Aarthi Subramanian O. P. Bhatt Chartered Accountants Chairman CFO Director Executive Director Director P. R. Ramesh Rajesh Gopinathan Ishaat Hussain V. Thyagarajan Prof. Clayton M Christensen Partner CEO and Managing Director Director Director Director N. Ganapathy Subramaniam Dr. Vijay Kelkar Aman Mehta Suprakash Mukhopadhyay Mumbai, April 18, 2017 COO and Executive Director Director Director Company Secretary Unconsolidated Financial Statements I 191 # Annual Report 2016-17 # Statement of Changes in Equity for the years ended March 31, 2017 and 2016 # A. EQUITY SHARE CAPITAL |( crores)|Balance as at April 1, 2015|Changes in equity share capital during the year|Balance as at March 31, 2016| | | | | | | |---|---|---|---|---|---|---|---|---|---| | | | |197| | |-|197| | | |( crores)|Balance as at April 1, 2016|Changes in equity share capital during the year|Balance as at March 31, 2017| | | | | | | | |---|---|---|---|---|---|---|---|---|---|---| | | |197| | | |-|197| | | | # B. OTHER EQUITY |( crores)| | |Reserves and surplus| | | | |Items of other comprehensive income| | | |---|---|---|---|---|---|---|---|---|---|---| |Capital reserve*|Securities premium|Capital redemption reserve|General reserve|Special Economic Zone re-investment reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Intrinsic value|Time value|Total Equity| | |-|1,919|100|6,830|-|42,370|3|131|(1)|51,352| |Profit for the year|-|-|-|-| |23,075|-|-|-|23,075| |Other comprehensive income|-|-|-|-| |(107)|56|(63)|(18)|(132)| |Total comprehensive income|-|-|-|-| |22,968|56|(63)|(18)|22,943| |Dividend (including tax on dividend)|-|-|-|-| |(9,479)|-|-|-|(9,479)| |Transfer of profits of the year to General reserve|-|-|-|2,288| |(2,288)|-|-|-|-| |Realised gain on equity shares carried at fair value through OCI|-|-|-|-| |5|(5)|-|-|-| |Balance as at March 31, 2016|-|1,919|100|9,118|-|53,576|54|68|(19)|64,816| |Balance as at April 1, 2016|-|1,919|100|9,118|-|53,576|54|68|(19)|64,816| |Profit for the year|-|-|-|-| |23,653|-|-|-|23,653| |Other comprehensive income|-|-|-|-| |(200)|464|37|2|303| |Total comprehensive income|-|-|-|-| |23,453|464|37|2|23,956| |Transfer to Special Economic Zone re-investment reserve|-|-|-|-|376|(376)|-|-|-| | |Transfer from Special Economic Zone re-investment reserve|-|-|-|-|(279)|279|-|-|-| | |Dividend (including tax on dividend)|-|-|-|-| |(10,947)|-|-|-|(10,947)| |Realised loss on equity shares carried at fair value through OCI|-|-|-|-| |(20)|20|-|-|-| |Balance as at March 31, 2017|-|1,919|100|9,118|97|65,965|538|105|(17)|77,825| * represents values less than 0.50 crore. # NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-37 # As per our report attached # For and on behalf of the Board For Deloitte Haskins & Sells LLP N. Chandrasekaran V. Ramakrishnan Dr. Ron Sommer Aarthi Subramanian O. P. Bhatt Chartered Accountants Chairman CFO Director Executive Director Director P. R. Ramesh Rajesh Gopinathan Ishaat Hussain V. Thyagarajan Prof. Clayton M Christensen Partner CEO and Managing Director Director Director Company Secretary N. Ganapathy Subramaniam Dr."
+"Vijay Kelkar Aman Mehta Suprakash Mukhopadhyay Mumbai, April 18, 2017 192 I Unconsolidated Financial Statements # Statement of Cash Flow for the years ended March 31, 2017 and 2016 |( crores)|Note|2017|2016| |---|---|---|---| |I NET CASH FLOWS FROM OPERATING ACTIVITIES|I NET CASH FLOWS FROM OPERATING ACTIVITIES|I NET CASH FLOWS FROM OPERATING ACTIVITIES|I NET CASH FLOWS FROM OPERATING ACTIVITIES| | |Profit before tax|30,066|29,339| | |Adjustments for:| | | | |Depreciation and amortisation expense|1,575|1,459| | |Bad debts and advances written off, allowance for doubtful trade receivable and advances (net)|107|119| | |Interest expense|16|13| | |Gain on disposal of property, plant and equipment|(6)|(5)| | |Unrealised foreign exchange gain|52|(49)| | |Dividend income (including exchange gain)|(394)|(705)| | |Interest income|(2,216)|(1,695)| | |Net gain on investments|(596)|(451)| | |Operating profit before working capital changes|28,604|28,025| | |Inventories|(12)|6| | |Unbilled revenue|(1,523)|(81)| | |Trade receivables|2,303|(1,777)| | |Loans|705|(679)| | |Other financial assets|(46)|(264)| | |Other assets|67|130| | |Trade and other payables|(495)|(1,485)| | |Unearned and deferred revenue|58|198| | |Other financial liabilities|37|155| | |Other liabilities|(100)|222| | |Cash generated from operations|29,598|24,450| | |Taxes paid|(6,466)|(6,464)| | |Net cash provided by operating activities|23,132|17,986| |II CASH FLOWS FROM INVESTING ACTIVITIES|II CASH FLOWS FROM INVESTING ACTIVITIES|II CASH FLOWS FROM INVESTING ACTIVITIES|II CASH FLOWS FROM INVESTING ACTIVITIES| | |Payments for purchase of property, plant and equipment|(1,655)|(1,765)| | |Proceeds from disposal of property, plant and equipment|19|6| | |Purchase of investments|(118,283)|(113,968)| | |Proceeds from disposal / redemption of investments|100,031|94,410| | |Loans repaid by subsidiaries|-|6| | |Inter-corporate deposits placed|(2,125)|(2,425)| | |Proceeds from inter-corporate deposits|3,697|1,063| | |Earmarked deposits placed with banks| |(400)| | |Proceeds from earmarked deposits with banks|400|99| | |Proceeds from bank deposits|-|15,953| | |Dividend received from subsidiaries (including exchange gain)|394|696| | |Dividend received from other investments|-|9| | |Interest received|1,740|1,798| | |Net cash used in investing activities|(15,782)|(4,518)| |III CASH FLOWS FROM FINANCING ACTIVITIES|III CASH FLOWS FROM FINANCING ACTIVITIES|III CASH FLOWS FROM FINANCING ACTIVITIES|III CASH FLOWS FROM FINANCING ACTIVITIES| | |Repayment of finance lease obligations|(15)|(21)| | |Short term borrowings (net)|87|(73)| | |Dividend paid (including dividend tax)|(10,947)|(9,479)| | |Interest paid|(16)|(13)| | |Net cash used in financing activities|(10,891)|(9,586)| | |Net change in cash and cash equivalents|(3,541)|3,882| | |Cash and cash equivalents at the beginning of the year|4,383|461| | |Exchange difference on translation of foreign currency cash and cash equivalents|(52)|40| | |Cash and cash equivalents at the end of the year|790|4,383| |IV NOTES FORMING PART OF THE FINANCIAL STATEMENTS|IV NOTES FORMING PART OF THE FINANCIAL STATEMENTS|IV NOTES FORMING PART OF THE FINANCIAL STATEMENTS|IV NOTES FORMING PART OF THE FINANCIAL STATEMENTS| |1-37|1-37|1-37|1-37| As per our report attached For and on behalf of the Board For Deloitte Haskins & Sells LLP N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr. Ron Sommer Director Aarthi Subramanian Executive Director O. P. Bhatt Director P. R. Ramesh Partner Rajesh Gopinathan CEO and Managing Director Ishaat Hussain Director V. Thyagarajan Director Prof. Clayton M Christensen Director N. Ganapathy Subramaniam COO and Executive Director Dr. Vijay Kelkar Director Aman Mehta Director Suprakash Mukhopadhyay Company Secretary Mumbai, April 18, 2017 Unconsolidated Financial Statements I 193 # Annual Report 2016-17 # Notes forming part of the Financial Statements # 1) CORPORATE INFORMATION Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of delivery centers around the globe. The Company's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Consulting, Digital Enterprise Services, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON-Small and Medium Businesses, IT Infrastructure Services, IT Services and Platform Solutions. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2017, Tata Sons Limited, the holding company owned 73.26% of the Company's equity share capital. The financial statements for the year ended March 31, 2017 were approved by the Board of Directors and authorised for issue on April 18, 2017. # 2) SIGNIFICANT ACCOUNTING POLICIES # a) Statement of compliance In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as ""Ind AS"") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Previous periods have been restated to Ind AS."
+"In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standards, the Company has presented a reconciliation from the presentation of financial statements under Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (""Previous GAAP"") to Ind AS of shareholders' equity as at March 31, 2016 and April 1, 2015 and of the comprehensive net income for the year ended March 31, 2016. These financial statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013. # b) Basis of preparation These financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. CMC Limited has been amalgamated with the Company with effect from April 1, 2015 in terms of the scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. All assets and liabilities, income and expense have been included retrospectively in the financial statements of the Company. The difference between the amounts recorded as investments of the Company and the amount of share capital of CMC Limited has been adjusted in the General reserve. # c) Use of estimates and judgements The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Key sources of estimation of uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of investments, useful lives of property, plant and equipment, valuation of deferred tax assets, provisions and contingent liabilities. Impairment of investments: The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for. Useful lives of property, plant and equipment: The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. 194 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Valuation of deferred tax assets The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same has been explained under Note 2(i). # Provisions and contingent liabilities A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance sheet date. These are reviewed at each Balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements. # Revenue recognition The Company earns revenue primarily from providing information technology and consultancy services, including services under contracts for software development, implementation and other related services, licensing and sale of its own software, business process services and maintenance of equipment. The Company recognises revenue as follows: - Revenue from bundled contracts that involve supplying computer equipment, licensing software and providing services is allocated separately for each element based on their fair values."
+"- Revenue from contracts priced on a time and material basis is recognised as services are rendered and as related costs are incurred. - Revenue from software development contracts, which are generally time bound fixed price contracts, is recognised over the life of the contract using the percentage-of-completion method, with contract costs determining the degree of completion. Losses on such contracts are recognised when probable. Revenue in excess of billings is recognised as unbilled revenue in the Balance sheet; to the extent billings are in excess of revenue recognised, the excess is reported as unearned and deferred revenue in the Balance sheet. - Revenue from Business Process Services contracts priced on the basis of time and material or unit of delivery is recognised as services are rendered or the related obligation is performed. - Revenue from the sale of internally developed and manufactured systems and third party products which do not require significant modification is recognised upon delivery, which is when the absolute right to use passes to the customer and the Company does not have any material remaining service obligations. - Revenue from maintenance contracts is recognised on a pro-rata basis over the period of the contract. - Revenue is recognised only when evidence of an arrangement is obtained and the other criteria to support revenue recognition are met, including the price is fixed or determinable, services have been rendered and collectability of the resulting receivables is reasonably assured. - Revenue is reported net of discounts, indirect and service taxes. # Dividend income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. # Leases # Finance lease File: AR_TCS_2016_2017.md Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. # Operating lease Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating lease. Operating lease payments are recognised on a straight line basis over the lease term in the statement of profit and loss, unless the lease agreement explicitly states that increase is on account of inflation. Unconsolidated Financial Statements I 195 # Annual Report 2016-17 # Notes forming part of the Financial Statements # g) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Company are broadly categorised in employee benefit expenses, depreciation and amortisation and other operating expenses. Employee benefit expenses include employee compensation, allowances paid, contribution to various funds and staff welfare expenses. Other operating expenses mainly include fees to external consultants, cost of running its facilities, travel expenses, cost of equipment and software licenses, communication costs, allowances for delinquent receivables and advances and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment etc. # h) Foreign currency The functional currency of the Company is Indian rupee ( ). Income and expenses in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are translated at the exchange rate prevailing on the Balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. # i) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company and its branches in India and overseas."
+"The current tax payable by the Company in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. Advance taxes and provisions for current income taxes are presented in the Balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the Balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future. # 196 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements Economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as deferred tax asset in the Balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. The Company recognises interest levied and penalties related to income tax assessments in finance costs. # j) Financial instruments Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. # Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding."
+"# Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has made an irrevocable election to present in other comprehensive income subsequent changes in the fair value of equity investments not held for trading. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit or loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments recognised by the Company are recognised at the proceeds received net off direct issue cost. # Hedge accounting The Company designates certain foreign exchange forward, option and future contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Board of Directors, which provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company. The hedge instruments are designated and documented as hedges at the inception of the contract. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. The ineffective portion of designated hedges is recognised immediately in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedge reserve. Unconsolidated Financial Statements I 197 # Annual Report 2016-17 # Notes forming part of the Financial Statements The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in the statement of other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit or loss. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss accumulated in equity is transferred to the statement of profit and loss. # k) Investment in subsidiaries Investment in subsidiaries are measured at cost less impairment. # l) Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment so as to expense the cost over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual value are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. |Type of asset|Method|Useful lives| |---|---|---| |Buildings|Straight line|20 years| |Leasehold improvements|Straight line|Lease term| |Plant and equipment|Straight line|10 years| |Computer equipment|Straight line|4 years| |Vehicles|Straight line|4 years| |Office equipments|Straight line|5 years| |Electrical installations|Straight line|10 years| |Furniture and fixtures|Straight line|5 years| Assets held under finance lease are depreciated over the shorter of the lease term and their useful lives. Depreciation is not recorded on capital work-in-progress until construction and installation is complete and the asset is ready for its intended use. # m) Intangible assets Intangible assets purchased are measured at cost as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any."
+"Intangible assets consist of rights under licensing agreement and software licences which are amortised over license period which equates the useful life ranging between 2-5 years on a straight line basis. # n) Impairment (i) Financial assets (other than at fair value) The Company assesses at each date of Balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. (ii) Non-financial assets Tangible and intangible assets Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost # Notes forming part of the Financial Statements to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # o) Employee benefits # (i) Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each Balance sheet date. Actuarial gains and losses are recognised in full in the other comprehensive income for the period in which they occur. Past service cost both vested and unvested is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the Balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. # (iii) Compensated absences Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the Balance sheet date. # p) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at lower of cost and net realisable value. Finished goods produced or purchased by the Company are carried at lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # q) Earnings per share Basic earnings per share are computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years' presented. # 3) EXPLANATION OF TRANSITION TO IND AS The transition as at April 1, 2015 to Ind AS was carried out from Previous GAAP. The exemptions and exceptions applied by the Company in accordance with Ind AS 101 - First-time Adoption of Indian Accounting Standards, the reconciliations of equity and total comprehensive income in accordance with Previous GAAP to Ind AS are explained below."
+"# Exemptions from retrospective application: The Company has applied the following exemptions: # (a) Investments in subsidiaries, joint ventures and associates The Company has elected to adopt the carrying value under Previous GAAP as on the date of transition i.e. April 1, 2015 in its separate financial statements. # (b) Business combinations The Company has elected to apply Ind AS 103 - Business Combinations retrospectively to past business combinations from April 1, 2013. Unconsolidated Financial Statements I 199 # Annual Report 2016-17 # Reconciliations between Previous GAAP and Ind AS # (i) Equity reconciliation |Note|As at March 31, 2016|As at April 1, 2015| | |---|---|---|---| |As reported under Previous GAAP|58,867|45,416| | |Adjusted effect of CMC Merger|--|810| | |Adjusted equity under Previous GAAP|58,867|46,226| | |Dividend (including dividend tax)|a|6,403|5,724| |Depreciation|b|(440)|(537)| |Change in fair valuation of investments|c|83|9| |Tax adjustments|d|101|133| |Others| |(1)|(6)| |Equity under Ind AS| |65,013|51,549| # (ii) Total Comprehensive income reconciliation |Note|2016| | | |---|---|---|---| |Net profit under Previous GAAP| | |22,883| |Employee benefits|e| |122| |Depreciation|b| |97| |Change in fair valuation of investments|c| |(3)| |Tax adjustments|d| |(28)| |Others| | |4| |Net profit under Ind AS| | |23,075| |Other comprehensive income| | |(132)| |Total comprehensive income under Ind AS| | |22,943| # (iii) Reconciliation of Statement of Cash Flow There are no material adjustments to the Statements of Cash Flows as reported under the Previous GAAP. # Notes to reconciliations between Previous GAAP and Ind AS (a) Dividend (including dividend tax) Under Ind AS, dividend to holders of equity instruments is recognised as a liability in the year in which the obligation to pay is established. Under Previous GAAP, dividend payable is recorded as a liability in the year to which it relates. This has resulted in an increase in equity by 6,403 crores and 5,724 crores (including dividend declared by CMC Limited) as at March 31, 2016 and April 1, 2015 respectively. (b) Depreciation In April 2014, the Company revised its method of depreciation from written down value to straight-line basis. This change in method was retrospectively adjusted in accordance with Previous GAAP. Under Ind AS, the Company has elected to apply Ind AS 16 - Property, plant and equipment from the date of acquisition of property, plant and equipment and accordingly the change in method has been prospectively applied as a change in estimate. This has resulted in a decline in equity under Ind AS by 440 crores, and 537 crores as at March 31, 2016, and as at April 1, 2015 respectively, and increase in net profit by 97 crores for the year ended March 31, 2016. 200 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (c) Fair valuation of investments Under Previous GAAP, current investments were measured at lower of cost or fair value and long term investments were measured at cost less diminution in value which is other than temporary, under Ind AS Financial assets other than amortised cost are subsequently measured at fair value. The Company holds investment in government securities with the objective of both collecting contractual cash flows which give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has also made an irrevocable election to present in other comprehensive income subsequent changes in the fair value of equity investments not held for trading. This has resulted in increase in investment revaluation reserve by 82 crores, and increase in investment revaluation reserve by 4 crores as at March 31, 2016 and April 1, 2015 respectively. Investment in mutual funds have been classified as fair value through statement of profit and loss and changes in fair value are recognised in statement of profit and loss. This has resulted in increase in retained earnings of 1 crore, and 5 crores as at March 31, 2016 and April 1, 2015 respectively, increase in net profit by 3 crores for the year ended March 31, 2016. # (d) Tax adjustments Tax adjustments include deferred tax impact on account of differences between Previous GAAP and Ind AS. These adjustments have resulted in an increase in equity under Ind AS by 101 crores and 133 crores as at March 31, 2016, and April 1, 2015 respectively and decrease in net profit by 28 crores for the year ended March 31, 2016. # (e) Employee benefits Under Previous GAAP, actuarial gains and losses were recognised in the statement of profit and loss."
+"Under Ind AS, the actuarial gains and losses form part of re-measurement of net defined benefit liability/asset which is recognised in other comprehensive income in the respective years. This difference has resulted in increase in net profit of 122 crores for the year ended March 31, 2016. However, the same does not result in difference in equity or total comprehensive income. Unconsolidated Financial Statements I 201 # Annual Report 2016-17 # Notes forming part of the Financial Statements # 4) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: | |Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office equipments|Electrical installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2016|327|6,044|1,288|320|4,649|31|1,840|1,501|1,122|17,122| |Additions|-|596|133|72|607|2|119|106|104|1,739| |Disposals|-|(3)|(9)|-|(126)|(2)|(16)|(6)|(18)|(180)| |Cost as at March 31, 2017|327|6,637|1,412|392|5,130|31|1,943|1,601|1,208|18,681| |Accumulated depreciation as at April 1, 2016|-|(1,119)|(753)|(38)|(3,509)|(19)|(1,191)|(643)|(794)|(8,066)| |Depreciation for the year|-|(328)|(118)|(35)|(611)|(5)|(225)|(140)|(106)|(1,568)| |Disposals|-|3|9|-|115|2|15|5|18|167| |Accumulated depreciation as at March 31, 2017|-|(1,444)|(862)|(73)|(4,005)|(22)|(1,401)|(778)|(882)|(9,467)| |Net carrying amount as at March 31, 2017|327|5,193|550|319|1,125|9|542|823|326|9,214| | |Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office equipments|Electrical installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2015|327|4,762|1,187|127|4,204|27|1,624|1,183|976|14,417| |Additions|-|1,283|115|193|567|8|227|326|161|2,880| |Disposals|-|(1)|(14)|-|(122)|(4)|(11)|(8)|(15)|(175)| |Cost as at March 31, 2016|327|6,044|1,288|320|4,649|31|1,840|1,501|1,122|17,122| |Accumulated depreciation as at April 1, 2015|-|(841)|(634)|(16)|(3,053)|(19)|(977)|(524)|(724)|(6,788)| |Depreciation for the year|-|(279)|(133)|(22)|(578)|(4)|(225)|(126)|(85)|(1,452)| |Disposals|-|1|14|-|122|4|11|7|15|174| |Accumulated depreciation as at March 31, 2016|-|(1,119)|(753)|(38)|(3,509)|(19)|(1,191)|(643)|(794)|(8,066)| |Net carrying amount as at March 31, 2016|327|4,925|535|282|1,140|12|649|858|328|9,056| |Net carrying amount as at April 1, 2015|327|3,921|553|111|1,151|8|647|659|252|7,629| (i) Buildings include 3 crores (March 31, 2016: 3 crores) (April 1, 2015: 3 crores) being value of investment in shares of Co-operative Housing Societies and Limited Companies. (ii) Net book value of computer equipment of 1 crore (March 31, 2016: 6 crores) (April 1, 2015: 18 crores) and leasehold improvements of 36 crores (March 31, 2016: 46 crores) (April 1, 2015: 57 crores) are under finance lease. (iii) Legal formalities relating to conveyance of freehold buildings having net book value Nil (March 31, 2016: * crores) (April 1, 2015: 5 crores) are pending completion. *represents values less than 0.50 crore. 202 I Unconsolidated Financial Statements # INTANGIBLE ASSETS Intangible assets consist of the following: |Description|Cost as at April 1, 2016|Additions|Disposals|Cost as at March 31, 2017|Accumulated amortisation as at April 1, 2016|Amortisation for the year|Disposals|Accumulated amortisation as at March 31, 2017|Net carrying amount as at March 31, 2017| |---|---|---|---|---|---|---|---|---|---| |Rights under licensing agreement and software licenses|129|-|(61)|68|(105)|(7)|61|(51)|17| |Description|Cost as at April 1, 2015|Additions|Disposals|Cost as at March 31, 2016|Accumulated amortisation as at April 1, 2015|Amortisation for the year|Disposals|Accumulated amortisation as at March 31, 2016|Net carrying amount as at March 31, 2016|Net carrying amount as at April 1, 2015| |---|---|---|---|---|---|---|---|---|---|---| |Rights under licensing agreement and software licenses|129|-|-|129|(98)|(7)|-|(105)|24|31| The estimated amortisation for each of the five years subsequent to March 31, 2017 is follows: |Year ending March 31,|Amortisation expense| |---|---| |2018|7| |2019|7| |2020|3| 17 # Annual Report 2016-17 # Notes forming part of the Financial Statements # 6) INVESTMENTS Investments consist of the following: # (i) Investments - Non-current |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(A) Investments carried at cost| | | | |(a) Subsidiary companies|2,124|2,124|2,225| |(B) Investments carried at fair value through profit or loss| | | | |Mutual and other funds (unquoted)|55|58|7| |(C) Investments carried at fair value through OCI| | | | |Fully paid equity shares (quoted)|-|-|4| |Fully paid equity shares (unquoted)|22|47|47| | |2,201|2,229|2,283| The market value of quoted investments is equal to the carrying value. # (ii) Investments - Current |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(A) Investment carried at amortised cost| | | | |Certificate of deposits (unquoted)|-|491|-| |(B) Investment carried at fair value through profit or loss| | | | |Mutual and other funds (unquoted)|18,730|1,185|971| |(C) Investment carried at fair value through OCI| | | | |Government securities (quoted)|21,999|20,254|-| | |40,729|21,930|971| File: AR_TCS_2016_2017.md The market value of quoted investments is equal to the carrying value."
+"# Details of investment in subsidiaries is as follows: |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Fully paid equity shares (unquoted)| | | | |TCS Iberoamerica SA|461|461|461| |APTOnline Limited|-|-|-| |Tata Consultancy Services Belgium S.A.|1|1|1| |Tata Consultancy Services Netherlands BV|403|403|403| |Tata Consultancy Services Sverige AB|19|19|19| |Tata Consultancy Services Deutschland GmbH|2|2|2| |Tata America International Corporation|453|453|453| |Tata Consultancy Services Asia Pacific Pte Ltd.|19|19|19| |TCS FNS Pty Limited|212|212|212| |Diligenta Limited|429|429|530| |Tata Consultancy Services Canada Inc.|31|31|31| |C-Edge Technologies Limited|5|5|5| |MP Online Limited|1|1|1| |Tata Consultancy Services (Africa) (PTY) Ltd.|66|66|66| |MahaOnline Limited|2|2|2| |Tata Consultancy Services Qatar S.S.C.|2|2|2| |CMC Americas Inc.|8|8|8| |TCS e-Serve International Limited|10|10|10| |TCS Foundation|-|-|-| | |2,124|2,124|2,225| 204 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 7) LOANS Loans (unsecured) consist of the following: # (i) Long-term loans | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |Considered good| |6|7|9| |Loans and advances to employees| |6|7|9| |Loans to related parties| |-|-|6| |Inter-corporate deposits| |-|2,425|1,572| | |Total|6|2,432|1,587| Loans to related parties, considered good, comprise: TCS FNS Pty Limited - - 6 # (ii) Short-term loans | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |(a) Considered good| | | | | |(i) Loans and advances to employees| |279|951|274| |(ii) Inter-corporate deposits| |2,425|1,572|1,063| |(b) Considered doubtful| | | | | |(i) Loans and advances to employees| |56|55|50| |Less: Allowance for loans and advances to employees| |(56)|(55)|(50)| | |Total|2,704|2,523|1,337| Inter-corporate deposits placed with financial institutions yield fixed interest rate. # 8) OTHER FINANCIAL ASSETS Other financial assets consist of the following: # (i) Non-current financial assets | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |(a) Interest receivable| |-|73|24| |(b) Long-term bank deposits| |-|415|500| |(c) Security deposits| |638|606|556| |(d) Earmarked balances with banks| |-|85|-| | |Total|638|1,179|1,080| # (ii) Current financial assets | |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---|---| |(a) Interest receivable| |697|187|340| |(b) Fair value of foreign exchange forward and currency option contracts| |572|537|365| |(c) Security deposits| |119|118|110| |(d) Others| |30|24|69| | |Total|1,418|866|884| # Annual Report 2016-17 # Notes forming part of the Financial Statements # 9) INCOME TAXES The income tax expense consists of the following: | |( crores)|2017|2016| |---|---|---|---| |Current tax:| |6,762|6,344| |Current tax expense / (benefit) pertaining to prior years| |(119)|32| | | |6,643|6,376| |Deferred tax benefit| |(230)|(112)| |Total income tax expense recognised in the current year| |6,413|6,264| The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended|Year ended| |---|---|---| | |March 31, 2017|March 31, 2016| |Profit before income taxes|30,066|29,339| |Indian statutory income tax rate|34.61%|34.61%| |Expected income tax expense|10,406|10,154| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:| | | |Tax holidays|(4,134)|(4,468)| |Income exempt from tax|(27)|(34)| |Undistributed earnings in branches and subsidiaries|(60)|90| |Tax on income at different rates|166|285| |Tax pertaining to prior years|(218)|32| |Others (net)|280|205| |Total income tax expense|6,413|6,264| The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfillment of certain conditions. From April 1, 2011 units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"Significant components of net deferred tax assets and liabilities for the year ended March 31, 2017 are as follows: | |Opening|Recognised /|Recognised in/|Closing| |---|---|---|---|---| | |balance|reversed|reclassified|balance| |Deferred tax assets/ (liabilities) in relation to:| | | | | |Property, plant and equipment and Intangible assets|(22)|(62)|-|(84)| |Provision for employee benefits|238|58|-|296| |Cash flow hedges|(7)|-|(5)|(12)| |Receivables, loans and advances|183|22|-|205| |MAT credit entitlement|1,960|102|-|2,062| |Branch profit tax|(346)|60|-|(286)| |Unrealised gain / loss on securities carried at fair value through statement of profit and loss / OCI|(27)|(2)|(256)|(285)| |Others|185|52|-|237| |Net deferred tax assets / (liabilities)|2,164|230|(261)|2,133| 206 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Gross deferred tax assets and liabilities are as follows: |( crores)|Assets|Liabilities|Net| | |---|---|---|---|---| |As at March 31, 2017|Deferred tax assets / (liabilities) in relation to:| | | | | |Property, plant and equipment and Intangible assets|(56)|(28)|(84)| | |Provision for employee benefits|296|-|296| | |Cash flow hedges|(12)|-|(12)| | |Receivables, loans and advances|205|-|205| | |MAT credit entitlement|2,062|-|2,062| | |Branch profit tax|-|(286)|(286)| | |Unrealised gain / loss on securities carried at fair value through statement of profit and loss / OCI|(285)|-|(285)| | |Others|237|-|237| | |Net deferred tax assets / (liabilities)|2,447|(314)|2,133| # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2016 are as follows: |( crores)|Opening balance|Recognised / reversed through profit and loss|Recognised in/ reclassified from other comprehensive income|Closing balance| |---|---|---|---|---| |Deferred tax assets/ (liabilities) in relation to:| | | | | |Property, plant and equipment and Intangible assets|(27)|5|-|(22)| |Provision for employee benefits|198|26|14|238| |Cash flow hedges|(20)|-|13|(7)| |Receivables, loans and advances|142|41|-|183| |MAT credit entitlement|1,871|89|-|1,960| |Branch profit tax|(256)|(90)|-|(346)| |Unrealised gain / loss on securities carried at fair value through statement of profit and loss / OCI|(4)|1|(24)|(27)| |Others|145|40|-|185| |Net deferred tax assets / (liabilities)|2,049|112|3|2,164| # Gross deferred tax assets and liabilities are as follows: |( crores)| |Assets|Liabilities|Net| |---|---|---|---|---| |As at March 31, 2016|Deferred tax assets / (liabilities) in relation to:| | | | | |Property, plant and equipment and Intangible assets|(2)|(20)|(22)| | |Provision for employee benefits|238|-|238| | |Cash flow hedges|(7)|-|(7)| | |Receivables, loans and advances|183|-|183| | |MAT credit entitlement|1,960|-|1,960| | |Branch profit tax|-|(346)|(346)| | |Unrealised gain / loss on securities carried at fair value through statement of profit and loss / OCI|(27)|-|(27)| | |Others|185|-|185| | |Net deferred tax assets / (liabilities)|2,530|(366)|2,164| # Annual Report 2016-17 # Notes forming part of the Financial Statements |(crores)| |Assets|Liabilities|Net| |---|---|---|---|---| |As at April 1, 2015|Deferred tax assets / (liabilities) in relation to:|(11)|(16)|(27)| | |Provision for employee benefits|198|-|198| | |Cash flow hedges|(20)|-|(20)| | |Receivables, loans and advances|142|-|142| | |MAT credit entitlement|1,871|-|1,871| | |Branch profit tax|-|(256)|(256)| | |Unrealised gain / loss on securities carried at fair value through statement of profit and loss / OCI|(4)|-|(4)| | |Others|145|-|145| | |Net deferred tax assets / (liabilities)|2,321|(272)|2,049| Under the Indian Income Tax Act, 1961, the Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Accordingly, the Company has recognised a deferred tax asset of 2,062 crores and has not recognised a deferred tax asset of 1,108 crores as at March 31, 2017. The Company has ongoing disputes with Income Tax authorities relating to tax treatment of certain items. These mainly include disallowed expenses, tax treatment of certain expenses claimed by the Company as deductions, and computation of, or eligibility of, certain tax incentives or allowances. As at March 31, 2017, the Company has contingent liability in respect of demands from direct tax authorities in India, which are being contested by the Company on appeal amounting 2,688 crores. In respect of tax contingencies of 318 crores, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in. The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom."
+"In India, tax filings from fiscal 2014 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2013 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2014 and earlier. # 10) OTHER ASSETS Other assets consist of the following: # (i) Other non-current assets |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Considered good| | | | |(a) Capital advances|142|148|167| |(b) Advances to related parties|6|-|-| |(c) Prepaid expenses|191|311|362| |(d) Prepaid rent|228|235|241| |(e) Indirect taxes recoverable|4|4|49| |(f) Others|8|22|24| | |579|720|843| Advances to related parties, considered good, comprise: Voltas Limited 6 - - # Notes forming part of the Financial Statements # (ii) Other current assets |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(i) Considered good| | | | |(a) Prepaid expense|1,118|993|1,151| |(b) Advance to suppliers|148|211|67| |(c) Advance to related parties|1|8|12| |(d) Indirect taxes recoverable|262|139|165| |(e) Other advances|13|77|47| |(f) Other current assets|5|45|61| |(ii) Considered doubtful| | | | |(a) Advance to suppliers|3|3|5| |(b) Indirect taxes recoverable|2|2|2| |(c) Other advances|3|3|2| |Less : Allowance for doubtful advances|(8)|(8)|(9)| |Total|1,547|1,473|1,503| Advances to related parties, considered good, comprise: |TCS FNS Pty Limited|-| |---|---| |Tata Consultancy Services (Africa) (PTY) Limited|-| |TCS e-Serve International Limited|-| |C-Edge Technologies Limited|-| |Taj Air Limited|-| |The Titan Company Limited|1| # 11) INVENTORIES Inventories consist of the following: |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Raw materials, sub-assemblies and components|19|9|10| |(b) Finished goods and work-in-progress|1|-|3| |(c) Goods-in-transit (raw materials)|1|-|2| |Total|21|9|15| Inventories are carried at the lower of cost and net realisable value. # 12) TRADE RECEIVABLES Trade receivables (unsecured) consist of the following: |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Considered good|16,649|19,058|17,392| |(b) Considered doubtful|571|495|382| |Total|17,220|19,553|17,774| |Less: Allowance for doubtful receivables|(571)|(495)|(382)| |Net Total|16,649|19,058|17,392| In determining the allowances for doubtful trade receivables the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. # Annual Report 2016-17 # Notes forming part of the Financial Statements # 13) CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of the following: |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(i) Balances with banks|724|513|322| |In current accounts|724|513|322| |In deposit accounts|-|2,648|86| |(ii) Cheques on hand|5|24|51| |(iii) Cash on hand|1|1|1| |(iv) Remittances in transit|60|1,197|1| |Total|790|4,383|461| # SPECIFIED BANK NOTES DISCLOSURE (SBNs) In accordance with the MCA notification G.S.R. 308(E) dated March 30, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from November 8, 2016 to December 30, 2016, is given below: |Particulars|SBNs|ODNs|Total| |---|---|---|---| |Closing cash on hand as on November 8, 2016|4,11,000|2,83,599|6,94,599| |(+) Non Permitted receipts|-|-|-| |(+) Permitted receipts|-|2,59,577|2,59,577| |( - ) Permitted payments|-|(3,01,379)|(3,01,379)| |( - ) Amounts deposited in Banks|(4,11,000)|(1,66,118)|(5,77,118)| |Closing cash on hand as on December 30, 2016|-|75,679|75,679| # 14) OTHER BALANCES WITH BANKS Other bank balances consist of the following: |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(i) Earmarked balances with banks|111|423|71| |(ii) Short-term bank deposits|415|-|16,003| |Total|526|423|16,074| Earmarked balances with banks significantly pertains to unclaimed dividends and margin money for derivative contracts."
+"# 15) SHARE CAPITAL The authorised, issued, subscribed and fully paid-up share capital comprises of equity shares and redeemable preference shares having a par value of 1 each as follows: |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Authorised| | | | |(i) 460,05,00,000 equity shares of 1 each|460|460|420| |(ii) 105,02,50,000 preference shares of 1 each|105|105|105| |Total|565|565|525| |Issued, Subscribed and Fully paid up| | | | |(i) 197,04,27,941 equity shares of 1 each|197|197|196| |(ii) Potential equity shares to be issued to non-controlling shareholders of CMC Limited|-|-|1| |Total|197|197|197| # Notes forming part of the Financial Statements The authorised equity share capital was increased to 460,05,00,000 equity shares of 1 each pursuant to the amalgamation of its subsidiaries, WTI Advanced Technology Limited vide the Order dated March 27, 2015 of the High Court of Judicature at Bombay and CMC Limited, vide the Order dated August 14, 2015 of the High Court of Judicature at Bombay and vide the Order dated July 20, 2015 of the High Court of Judicature at Hyderabad. The Board of Directors of the Company, at its meeting held on February 20, 2017 has approved a proposal to buy-back up to 5,61,40,351 equity shares (Five crore sixty one lakh forty thousand three hundred and fifty one only) of the Company for an aggregate amount not exceeding 16,000 crore, being 2.85% of the total paid up equity share capital at 2,850 per equity share. The shareholders of the Company have approved the scheme of buyback of shares through postal ballot on April 17, 2017. # (i) Reconciliation of number of shares | |As at March 31, 2017| |As at March 31, 2016| | |---|---|---|---|---| | |Number of shares|Amount (crores)|Number of shares|Amount (crores)| |Equity shares| | | | | |Opening balance|197,04,27,941|197|195,87,27,979|196| |Issued during the year|-|-|1,16,99,962|1| |Closing balance|197,04,27,941|197|197,04,27,941|197| # (ii) Rights, preferences and restrictions attached to shares Equity shares The Company has one class of equity shares having a par value of 1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # (iii) Shares held by Holding Company, its Subsidiaries and Associates | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | |---|---|---|---|---| |Equity shares| | | | | |Holding Company|144,34,51,698 equity shares (March 31, 2016 : 144,34,51,698 equity shares; April 1, 2015 : 144,34,51,698 equity shares)|144|144|144| |Subsidiaries and Associates of Holding Company|3700 equity shares (March 31, 2016 : 3,63,700 equity shares; April 1, 2015 : 10,29,700 equity shares)|-|-|-| | |8,57,301 equity shares (March 31, 2016 : 9,55,273 equity shares; April 1, 2015 : Nil equity shares)|-|-|-| | |5,50,000 equity shares (March 31, 2016 : 5,90,452 equity shares; April 1, 2015 : 5,90,452 equity shares)|-|-|-| | |Nil equity shares (March 31, 2016 : Nil equity shares; April 1, 2015 : 200 equity shares)|-|-|-| | |Nil equity shares (March 31, 2016 : 83,232 equity shares; April 1, 2015: 83,232 equity shares)|-|-|-| | |24,400 equity shares (March 31, 2016 : 24,400 equity shares; April 1, 2015: 24,400 equity shares)|-|-|-| | |452 equity shares (March 31, 2016 : 452 equity shares; April 1, 2015 : 452 equity shares)|-|-|-| | |484,902 equity shares (March 31, 2016 : 611,352 equity shares; April 1, 2015 : 633,352 equity shares)|-|-|-| |Total|144|144|144| | *Equity shares having value less than 0.50 crore. # Annual Report 2016-17 # Notes forming part of the Financial Statements # (iv) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | |---|---|---|---|---| |Equity shares|Tata Sons Limited, the Holding company|144,34,51,698|144,34,51,698|144,34,51,698| | | |73.26%|73.26%|73.69%| # (v) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2016) including equity shares issued pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation (`the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015."
+"15,06,983 equity shares of ₹1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. # (vi) The Company's objective for capital management The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. # 16) OTHER EQUITY Other equity consist of the following: | |(crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---|---| |(a) Capital reserve| |-|-| |(b) Securities premium| |1,919|1,919| |(c) Capital redemption reserve| |100|100| |(d) General reserve| | | | |(i) Opening balance| |9,118|6,830| |(ii) Transferred from retained earnings| |-|2,288| | | |9,118|9,118| |(e) Special Economic Zone re-investment reserve| | | | |(i) Opening balance| |-|-| |(ii) Transfer from retained earnings| |376|-| |(iii) Transfer to retained earnings on utilisation| |(279)|-| | | |97|-| |(f) Retained earnings| | | | |(i) Opening balance| |53,576|42,370| |(ii) Realised (losses) / gains on equity shares carried at fair value through OCI| |(20)|5| |(iii) Transfer from Special Economic Zone re-investment reserve| |279|-| |(iv) Remeasurement of defined employee benefit plans (net of taxes)| |(200)|(107)| |(v) Profit for the year| |23,653|23,075| | | |77,288|65,343| |Less : Appropriations| | | | |(a) Dividend on equity shares| |9,162|7,993| |(b) Tax on dividend| |1,785|1,486| |(c) Transferred to Special Economic Zone re-investment reserve| |376|-| |(d) Transferred to General reserve| |-|2,288| | | |65,965|53,576| # Notes forming part of the Financial Statements | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |(g) Investment revaluation reserve| | | |(i) Opening balance|54|3| |(ii) Addition during the year (net) (Refer note below)|484|51| | |538|54| |(h) Cash flow hedging reserve (Refer note 28)| | | |(i) Opening balance|49|130| |(ii) Addition / (deduction) during the year (net)|39|(81)| | |88|49| | |77,825|64,816| # Movement in Investment Revaluation Reserve | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |Net gains / (losses) arising on revaluation of financial assets carried at fair value|(20)|1| |Deferred tax relating to gains / (losses) arising on revaluation of financial assets carried at fair value|-|(1)| |Cumulative (gains) / losses reclassified to retained earnings on sale of financial assets carried at fair value|20|(5)| |Deferred tax relating to cumulative (gains) / losses reclassified to profit and loss on sale of financial assets carried at fair value|-|2| |Net gains / (losses) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|740|138| |Deferred tax relating to gains / (losses) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(256)|(48)| |Cumulative (gains) / losses reclassified to statement of profit and loss on sale of investments other than equities carried at fair value|-|(56)| |Deferred tax relating to cumulative (gains) / losses reclassified to statement of profit and loss on sale of investments other than equities carried at fair value|-|20| | |484|51| # Nature of reserves (a) Capital reserve The Company recognises profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. (b) Securities premium Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013. (c) General reserve The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to statement of profit and loss. Unconsolidated Financial Statements I 213 # Annual Report 2016-17 # Notes forming part of the Financial Statements # (c) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity / debt instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed of. # (d) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges."
+"The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non financial hedged item. # 17) BORROWINGS Borrowings consist of the following: # (i) Long-term borrowings |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | | | |---|---|---|---|---|---|---| |(a) Secured loans|Long-term maturities of obligations under finance lease| | |44|50|64| |(b) Unsecured loans|Borrowings from entity other than banks| | |-|-|1| | | | | |44|50|65| Obligations under finance lease are secured against property, plant and equipment obtained under finance lease arrangements. # (ii) Short-term borrowings |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | | | | | | |---|---|---|---|---|---|---|---|---|---| |(a) Secured loans|Overdraft from banks| | | | | |-|112|-| |(b) Unsecured loans|Overdraft from banks| | | | | |200|1|186| | | | | | | | |200|113|186| Secured overdraft from banks are secured against trade receivables. # 18) OTHER FINANCIAL LIABILITIES Other financial liabilities consist of the following: # (i) Other non-current financial liabilities |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | | | |---|---|---|---|---|---|---| |(a) Capital creditors| | |17| |62|68| |(b) Others| | |228| |231|343| | | | |245| |293|411| Others include advance taxes paid of 227 crores (March 31, 2016: 230 crores) (April 1, 2015: 333 crores) by the seller of TCS e-serve Limited which, on refund by the tax authorities, is payable to the seller. 214 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (ii) Other current financial liabilities |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Current maturities of obligations under finance lease|6|15|22| |(b) Unclaimed dividends|25|21|20| |(c) Fair value of foreign exchange forward and currency option contracts|20|152|20| |(d) Capital creditors|272|306|305| |(e) Liabilities for cost related to customer contracts|834|736|616| |(f) Liabilities for purchase of government securities|-|805|-| |(g) Others|105|48|18| |Total|1,262|2,083|1,001| Obligations under finance lease are secured against property, plant and equipment obtained under finance lease arrangements."
+"# 19) PROVISIONS Provisions consist of the following: |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| | | |---|---|---|---|---|---| |(i) Non-current provisions|Provision for foreseeable loss on a long-term contract| |39|40|94| | | | |39|40|94| |(ii) Current provisions|Provision for foreseeable loss on a long-term contract| |66|115|103| | | | |66|115|103| # 20) OTHER LIABILITIES Other liabilities consist of the following: # (i) Other non-current liabilities |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Operating lease liabilities|330|298|271| |(b) Others|-|-|10| |Total|330|298|281| # (ii) Other current liabilities |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(a) Advance received from customers|49|39|31| |(b) Indirect tax payable and other statutory liabilities|629|743|579| |(c) Operating lease liabilities|49|67|46| |(d) Others|24|11|8| |Total|751|860|664| Unconsolidated Financial Statements I 215 # Annual Report 2016-17 # Notes forming part of the Financial Statements # 21) OTHER INCOME (NET) Other income (net) consist of the following: File: AR_TCS_2016_2017.md | |( crores)|2017|2016| |---|---|---|---| |(a) Interest income| |2,216|1,695| |(b) Dividend income| |394|705| |(c) Net gain on investments carried at fair value through statement of profit and loss| |596|395| |(d) Net gain on investments other than equity shares carried at fair value through OCI| |-|56| |(e) Net gain on disposal of property, plant and equipment| |6|5| |(f) Net foreign exchange gains| |1,303|807| |(g) Rent income| |5|3| |(h) Miscellaneous income| |48|91| | |Total|4,568|3,757| Interest income comprise: | | |2017|2016| |---|---|---|---| |Interest on bank and bank deposits| |94|1,432| |Interest income on financial assets carried at amortised cost| |390|225| |Interest income on financial assets carried at fair value through OCI| |1,598|32| |Other interest (including interest on income tax refunds)| |134|6| Dividend income comprise: | | |2017|2016| |---|---|---|---| |Dividends from subsidiaries| |394|696| |Dividends from mutual funds| |-|9| Net foreign exchange gains include: | | |2017|2016| |---|---|---|---| |Gain / (loss) (net) on foreign exchange forward and currency option contracts transferred from Cash Flow Hedging Reserve (Refer note 28)| |508|5| # 22) EMPLOYEE BENEFIT EXPENSE Employee benefit expense consist of the following: | |( crores)|2017|2016| |---|---|---|---| |(a) Salaries, incentives and allowances| |43,876|38,708| |(b) Contributions to provident and other funds| |2,984|2,710| |(c) Staff welfare expenses| |1,256|1,002| | |Total|48,116|42,420| Defined benefit plan Gratuity and pension The Company provides to the eligible employees defined benefit plans such as gratuity and pension plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The measurement date used for determining retirement benefits for gratuity is March 31."
+"216 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: # ( crores) | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |Change in benefit obligations:| | | |Benefit obligations, beginning of the year|1,632|1,264| |Plans assumed on acquisitions|-|31| |Service cost|241|201| |Interest cost|138|105| |Remeasurement of the net defined benefit liability|200|149| |Past service cost / (credit)|-|13| |Benefits paid|(128)|(131)| |Benefit obligations, end of the year|2,083|1,632| # ( crores) | |As at March 31, 2017|As at March 31, 2016| |---|---|---| |Change in plan assets:| | | |Fair value of plan assets, beginning of the year|1,746|1,442| |Plans assumed on acquisitions|-|10| |Interest income|145|116| |Employer's contributions|393|282| |Benefits paid|(128)|(131)| |Remeasurement - return on plan assets excluding amount included in interest income|-|27| |Fair value of plan assets, end of the year|2,156|1,746| # ( crores) | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Funded status:| | | | |Deficit of plan assets over obligations|-|-|-| |Surplus of plan assets over obligations|73|114|178| # ( crores) | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Category of assets:| | | | |Corporate bonds|731|312|175| |Equity shares|95|43|-| |Government securities|621|500|266| |Insurer managed funds|691|736|738| |Bank balances|3|97|217| |Others|15|58|46| |Total|2,156|1,746|1,442| Unconsolidated Financial Statements I 217 # Annual Report 2016-17 # Notes forming part of the Financial Statements # Net periodic gratuity cost, included in employee cost consists of the following components: |( crores)|2017|2016| |---|---|---| |Service cost|241|201| |Net interest on net defined benefit (asset) / liability|(7)|(11)| |Past service cost / (credit)|-|13| |Net periodic gratuity cost|234|203| |Actual return on plan assets|145|143| # Remeasurement of the net defined benefit liability / (asset): |( crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---| |Actuarial (gains) and losses arising from changes in demographic assumptions|(2)|13| |Actuarial (gains) and losses arising from changes in financial assumptions|71|60| |Actuarial (gains) and losses arising from changes in experience adjustments|131|76| |Remeasurement of the net defined benefit liability|200|149| |Remeasurement - return on plan assets excluding amount included in interest income*|-|27| |Total|200|122| *Values less than 0.50 crore. # The assumptions used in accounting for the defined benefit plan are set out below: | |As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Discount rate|7.25%|7.75%|8.00%| |Rate of increase in compensation levels of covered employees|6.00%|6.00%|6.00%| |Rate of return on plan assets|7.25%|7.75%|8.00%| |Weighted average duration of defined benefit obligations|8|8|9| The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2017. The Company is expected to contribute 189 crores to defined benefit plan obligations funds for the year ending March 31, 2018. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases (decreases) by 0.50%, the defined benefit obligations would decrease by 71 crores (increase by 76 crores) as at March 31, 2017. If the expected salary growth increases (decreases) by 0.50%, the defined benefit obligations would increase by 77 crores (decrease by 73 crores) as at March 31, 2017. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumption may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the Balance sheet. Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study."
+"218 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Defined Benefit Obligations The defined benefit obligations shall mature after year ended March 31, 2017 as follows: |Year ending March 31|Defined benefit obligations (crores)| |---|---| |2018|205| |2019|195| |2020|201| |2021|198| |2022|192| |Thereafter|887| # Defined Contribution Plans # Superannuation In addition to gratuity benefits, all eligible employees are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. TCS Limited recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. The Company contributed 221 crores and 193 crores to the Employees' Superannuation Fund for the year ended March 31, 2017 and March 31, 2016, respectively. # Provident Fund All eligible employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan in which both the employee and employer (at a determined rate) contribute monthly. The Company contributes as specified under the law to the Provident Fund where set up as a trust and to the respective Regional Provident Fund Commissioner. The Company contributes to the Provident Fund where set up as a trust are liable for future provident fund benefits to the extent of its annual contribution and any shortfall in fund assets based on government specified minimum rates of return relating to current period service and recognises such contributions and shortfall, if any, as an expense in the year incurred. In accordance with an actuarial valuation, there is no deficiency in the interest cost as the present value of the expected future earnings on the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest. The Company contributed 756 crores and 658 crores to the provident fund during the year ended March 31, 2017 and March 31, 2016, respectively. # Foreign Defined Contribution Plan The Company contributed 304 crores and 335 crores during the year ended March 31, 2017 and March 31, 2016, respectively, towards foreign defined contribution plan. # OTHER OPERATING EXPENSES Other operating expenses consist of the following: | |2017 (crores)|2016 (crores)| |---|---|---| |(a) Fees to external consultants|6,566|5,978| |(b) Facility running expenses|2,783|2,527| |(c) Cost of equipment and software licenses|1,758|1,731| |(d) Travel expenses|2,181|2,031| |(e) Communication expenses|701|689| |(f) Bad debts and advances written off, allowance for doubtful trade receivable and advances (net)|107|119| |(g) Other expenses|3,392|3,315| |Total|17,488|16,390| # Cost of Equipment and Software Licenses Include: | |2017 (crores)|2016 (crores)| |---|---|---| |(a) Raw materials, sub-assemblies and components consumed|94|39| |(b) Opening stock: Finished goods and work-in-progress|-|1| |(c) Less: Closing stock: Finished goods and work-in-progress|1|-| | |(1)|1| |Total|93|40| # Annual Report 2016-17 # Notes forming part of the Financial Statements 24) Research and development expenditure aggregating 282 crores (Previous year: 232 crores), including capital expenditure was incurred during the year. 25) During the year, the Company has incurred an amount of 380 crores (Previous year: 294 crores) towards Corporate Social Responsibility expenditure. # 26) FINANCE COSTS (at effective interest rate) Finance costs consist of the following: | |( crores)|2017|2016| |---|---|---|---| |Interest expenses| |16|13| | | |16|13| # 27) MERGER OF CMC LIMITED a) Nature of business CMC Limited is engaged in the design, development and implementation of software technologies and applications, providing professional services in India and overseas and procurement, installation, commissioning, warranty and maintenance of imported / indigenous computer and networking systems, and in education and training. The Company holds 51.12% of the voting power of CMC Limited. b) CMC Limited has been amalgamated with the Company with effect from April 1, 2015 ('appointed date') in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. The Scheme came into effect on April 1, 2015 and pursuant thereto all assets, unbilled revenue, debts, outstandings, credits, liabilities, benefits under income tax, service tax, excise, value added tax, sales tax (including deferment of sales tax), benefits for and under Software Technology Parks of India ('STPI') and Special Economic Zone ('SEZ'), duties and obligations of the CMC Limited, have been transferred to and vested in the Company retrospectively with effect from April 1, 2015."
+"Pursuant to the Scheme coming into effect, all the equity shares held by the Company in CMC Limited shall stand automatically cancelled and remaining shareholders of CMC Limited holding fully paid equity shares shall be allotted 79 shares of 1 each in the Company, credited as fully paid-up, for every 100 shares of 10 each fully paid-up held in the share capital of CMC Limited by adjusting the General reserve. c) The assets, liabilities and reserves of CMC Limited as at April 1, 2015 have been taken over at their carrying values since the entities are under common control. # 28) FINANCIAL INSTRUMENTS The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2(i) to the financial statements. (a) Financial assets and liabilities The carrying value of financial instruments by categories as at March 31, 2017 is as follows: | |Fair value through Profit or Loss|Fair value through Other Comprehensive Income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial Assets:| | | | | | | |Cash and cash equivalents|-|-|-|-|790|790| |Other balances with banks|-|-|-|-|111|111| |Bank deposits|-|-|-|-|415|415| |Trade receivables|-|-|-|-|16,649|16,649| |Investments (other than in subsidiary)|18,785|22,021|-|-|-|40,806| |Unbilled revenues|-|-|-|-|4,235|4,235| |Loans*|-|-|-|-|2,710|2,710| |Other financial assets|-|-|140|432|1,484|2,056| |Total|18,785|22,021|140|432|26,394|67,772| |Financial Liabilities:| | | | | | | |Trade and other payables|-|-|-|-|4,874|4,874| |Borrowings|-|-|-|-|244|244| |Other financial liabilities|-|-|-|20|1,487|1,507| |Total|-|-|-|20|6,605|6,625| *Loans include inter-corporate deposits of 2,425 crores, with original maturity period within 15 months. # Notes forming part of the Financial Statements # The carrying value of financial instruments by categories as at March 31, 2016 is as follows: | |Fair value through Profit or Loss|Fair value through Other Comprehensive Income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial Assets:| | | | | | | |Cash and cash equivalents|-|-|-|-|4,383|4,383| |Other balances with banks|-|-|-|-|423|423| |Bank deposits|-|-|-|-|415|415| |Trade receivables|-|-|-|-|19,058|19,058| |Investments (other than in subsidiary)|1,243|20,301|-|-|491|22,035| |Unbilled revenues|-|-|-|-|2,712|2,712| |Loans*|-|-|-|-|4,955|4,955| |Other financial assets|-|-|116|421|1,093|1,630| |Total|1,243|20,301|116|421|33,530|55,611| | |Fair value through Profit or Loss|Fair value through Other Comprehensive Income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial Liabilities:| | | | | | | |Trade and other payables|-|-|-|-|5,370|5,370| |Borrowings|-|-|-|-|163|163| |Other financial liabilities|-|-|15|137|2,224|2,376| |Total|-|-|15|137|7,757|7,909| *Loans include inter-corporate deposits of 3,997 crores, with original maturity period within 19 months. # The carrying value of financial instruments by categories as at April 1, 2015 is as follows: | |Fair value through Profit or Loss|Fair value through Other Comprehensive Income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial Assets:| | | | | | | |Cash and cash equivalents|-|-|-|-|461|461| |Other balances with banks|-|-|-|-|71|71| |Bank deposits|-|-|-|-|16,503|16,503| |Trade receivables|-|-|-|-|17,392|17,392| |Investments (other than in subsidiary)|978|51|-|-|-|1,029| |Unbilled revenues|-|-|-|-|2,631|2,631| |Loans*|-|-|-|-|2,924|2,924| |Other financial assets|-|-|186|179|1,099|1,464| |Total|978|51|186|179|41,081|42,475| | |Fair value through Profit or Loss|Fair value through Other Comprehensive Income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial Liabilities:| | | | | | | |Trade and other payables|-|-|-|-|6,855|6,855| |Borrowings|-|-|-|-|251|251| |Other financial liabilities|-|-|-|20|1,392|1,412| |Total|-|-|-|20|8,498|8,518| *Loans include inter-corporate deposits of 2,635 crores, with original maturity period within 19 months. Carrying amounts of cash and cash equivalents, trade receivables, unbilled revenues, loans and trade and other payables as at March 31, 2017, March 31, 2016 and April 1, 2015 approximate the fair value because of their short-term nature. Difference between carrying amounts and fair values of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the years presented. Unconsolidated Financial Statements I 221 # Annual Report 2016-17 # Notes forming part of the Financial Statements # Fair value hierarchy: The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data."
+"The investments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Financial assets and liabilities measured at fair value |As at March 31, 2017|Level|Level|Level|Total| | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets:|Mutual fund units|18,785|-|-|18,785| | |Equity shares|-|-|22|22| | |Government securities|21,999|-|-|21,999| | |Derivative financial assets|-|572|-|572| |Total|40,784|572|22|41,378| | |As at March 31, 2016|Level| |Total| | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets:|Mutual fund units|1,243|-|-|1,243| | |Equity shares|-|-|47|47| | |Corporate debentures and Bonds|-|491|-|491| | |Government securities|20,254|-|-|20,254| | |Derivative financial assets|-|537|-|537| |Total|21,497|1,028|47|22,572| | |As at April 1, 2015|Level| |Total| | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets:|Mutual fund units|978|-|-|978| | |Equity shares|4|-|47|51| | |Derivative financial assets|-|365|-|365| |Total|982|365|47|1,394| | # Financial liabilities: |As at March 31, 2017|Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|20|-|20| |Total|-|20|-|20| |As at March 31, 2016|Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|152|-|152| |Total|-|152|-|152| |As at April 1, 2015|Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|20|-|20| |Total|-|20|-|20| # Notes forming part of the Financial Statements # Reconciliation of Level 3 fair value measurement |( crores)|As at March 31, 2017|As at March 31, 2016| |---|---|---| |Opening balance|47|47| |Less : Sale of Equity shares|(25)|-| |Closing balance|22|47| # (b) Derivative financial instruments and hedging activity The Company's revenue is denominated in foreign currency predominantly US Dollar, Sterling Pound and Euro. In addition to these currencies, the Company also does business in Australian Dollar, Singapore Dollar, Saudi Arabian Riyal, Danish Kroner and Brazilian Real. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Company to currency fluctuations. The Company monitors and manages the financial risks relating to its operations by analysing its foreign exchange exposures by the level and extent of currency risks. The Company uses various derivative financial instruments governed by policies approved by the board of directors such as foreign exchange forward, option and future contracts to manage and mitigate its exposure to foreign exchange rates. The counterparty is generally a bank. The Company can enter into contracts for a period between one day and eight years. The Company reports quarterly to its risk management committee, an independent body that monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures. # Outstanding currency option contracts designated as cash flow hedges as at: # March 31, 2017 |Foreign Currency|No. of Contracts|Notional amount of contracts (million)|Fair Value ( crores)| |---|---|---|---| |U.S. Dollar|6|150|9| |Sterling Pound|45|318|60| |Euro|27|198|40| |Australian dollar|6|60|11| # March 31, 2016 |Foreign Currency|No. of Contracts|Notional amount of contracts (million)|Fair Value ( crores)| |---|---|---|---| |U.S. Dollar|9|225|41| |Sterling Pound|8|160|52| |Euro|24|285|20| |Australian Dollar|21|228|(12)| # April 1, 2015 |Foreign Currency|No. of Contracts|Notional amount of contracts (million)|Fair Value ( crores)| |---|---|---|---| |Sterling Pound|18|297|67| |Euro|9|171|88| |Australian Dollar|6|97|31| Unconsolidated Financial Statements I 223 # Annual Report 2016-17 # Notes forming part of the Financial Statements The following are outstanding currency Forward contracts, which have been designated as cash flow hedges as at: # March 31, 2017 |Foreign Currency|No. of Contracts|Notional amount of contracts (million)|Fair Value (crores)| |---|---|---|---| |Sterling Pound|5|125|5| |Euro|3|91|15| The movement in hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2017|Year ended March 31, 2017|Year ended March 31, 2016|Year ended March 31, 2016| |---|---|---| | |Intrinsic Value|Time Value|Intrinsic Value|Time Value| |Balance at the beginning of the year|68|(19)|131|(1)| |Changes in the fair value of effective portion of cash flow hedges|784|(232)|250|(339)| |Deferred tax on fair value of effective portion of cash flow hedges|(108)|30|(32)|44| |(Gains) / losses transferred to the statement of profit and loss on occurrence of forecasted hedge transactions|(743)|235|(323)|318| |Deferred tax on losses / (gains) transferred to the statement of profit and loss on occurrence of forecasted hedge transactions|104|(31)|42|(41)| |Balance at the end of the year|105|(17)|68|(19)| Net gain on derivative instruments of 88 crores recognised in Hedging Reserve as at March 31, 2017, is expected to be transferred to the statement of profit and loss by March 31, 2018. The maximum period over which the exposure of cash flow variability has been hedged is through calendar year of 2017."
+"In addition to the above cash flow hedges, the Company has outstanding foreign exchange forwards, options and future contracts with notional amount aggregating 19,159 crores, 22,144 crores and 19,949 crores whose fair value showed a net gain of 412 crores, 284 crores and 159 crores as at March 31, 2017, March 31, 2016 and April 1, 2015 respectively. Although these contracts are effective as hedges from an economic perspective, they do not qualify for hedge accounting. Exchange gain of 1,522 crores (March 31, 2016: Exchange gain of 181 crores) on foreign exchange forwards, options and future contracts for the year ended March 31, 2017 have been recognised in the statement of profit and loss. Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies. | |Year ended March 31, 2017|Year ended March 31, 2016| |---|---|---| |10% Appreciation of the underlying foreign currencies|(218)|(238)| |10% Depreciation of the underlying foreign currencies|793|623| # (c) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company. # (i) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. # (a) Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. # Notes forming part of the Financial Statements Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar, Great Britain Pound and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currency of the various operations of the Company against major foreign currencies may impact the Company's revenue in international business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the functional currency of the Company. The following analysis has been worked out based on the net exposures of the Company as of the date of Balance sheet which could affect the statements of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Company as disclosed in note 28(b). # Foreign Currency Exposure as at March 31, 2017 (in crores) | |USD|GBP|EUR|Others*|Total| |---|---|---|---|---|---| |Total financial assets|2,544|815|214|1,227|4,800| |Total financial liabilities|2,225|620|237|599|3,681| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease / increase in the Company's profit before tax by approximately 112 crores for the year ended March 31, 2017. # Foreign Currency Exposure as at March 31, 2016 (in crores) | |USD|GBP|EUR|Others*|Total| |---|---|---|---|---|---| |Total financial assets|2,628|542|220|208|3,598| |Total financial liabilities|2,582|608|175|538|3,903| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease / increase in the Company's profit before tax by approximately 31 crores for the year ended March 31, 2016."
+"# Foreign Currency Exposure as at April 1, 2015 (in crores) | |USD|GBP|EUR|Others|Total| |---|---|---|---|---|---| |Total financial assets|497|535|98|792|1,922| |Total financial liabilities|2,392|463|173|442|3,470| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease / increase in the Company's profit before tax by approximately 155 crores as on April 1, 2015. *Others include Australian Dollar, Saudi Arabian Riyal, Danish Kroner, Brazilian Real, Mexican Peso, United Arab Emirates Dirham, Swedish Kroner, South African Rand, Swiss Franc, Norwegian Kroner etc. File: AR_TCS_2016_2017.md # (b) Interest rate risk The Company's investments are primarily in fixed rate interest bearing investments. Hence the Company is not significantly exposed to interest rate risk. # (ii) Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of 2,425 crores are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of 415 crores held with an Indian bank having high quality credit rating which are individually in excess of 10% or more of the Company's total bank deposits for the year ended March 31, 2017. None of the other financial instruments of the Company result in material concentration of credit risk. # Annual Report 2016-17 # Notes forming part of the Financial Statements # Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was 67,749 crores, 55,563 crores and 42,423 crores as at March 31, 2017, March 31, 2016 and April 1, 2015, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, unbilled revenue and other financial assets. The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding accounts receivable and unbilled revenue as at March 31, 2017 and March 31, 2016. # Geographic concentration of credit risk TCS Limited also has a geographic concentration of trade receivables, net of allowances and unbilled revenue is given below: |(in %)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |United States of America|38|39|43| |India|20|19|19| |United Kingdom|17|17|17| Geographical concentration of credit risk is allocated based on the location of the customers. # (iii) Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due. # The tables below provide details regarding the contractual maturities of significant financial liabilities as at: # ( crores) March 31, 2017 |Due in 1st year| |Due in 2nd year|Due in 3rd to 5th year|Due after 5 years|Total| |---|---|---|---|---|---| |Trade and other payables|4,874|-|-|-|4,874| |Borrowings|200|5|20|19|244| |Other financial liabilities|1,242|13|231|1|1,487| |Total|6,316|18|251|20|6,605| # ( crores) March 31, 2016 |Due in 1st year| |Due in 2nd year|Due in 3rd to 5th year|Due after 5 years|Total| |---|---|---|---|---|---| |Trade and other payables|5,370|-|-|-|5,370| |Borrowings|113|6|17|27|163| |Other financial liabilities|1,931|45|231|17|2,224| |Total|7,414|51|248|44|7,757| # Notes forming part of the Financial Statements |(crores)|April 1, 2015|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5 years|Total| |---|---|---|---|---|---|---| |Non-derivative financial liabilities:|Trade and other payables|6,855|-|-|-|6,855| | |Borrowings|186|15|17|33|251| | |Other financial liabilities|981|63|347|1|1,392| | |Total|8,022|78|364|34|8,498| |Derivative financial liabilities:|Total|20|-|-|-|20| # 29) SEGMENT REPORTING Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Company's chief operating decision maker is the Chief Executive Officer and Managing Director. The Company has identified business segments (industry practice) as reportable segments."
+"The business segments comprise: 1) Banking, Financial Services and Insurance, 2) Manufacturing, 3) Retail and Consumer Business, 4) Communication, Media and Technology and 5) Others such as energy, resources and utilities, life science and healthcare, s-Governance and products. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Property, plant and equipment that are used interchangeably among segments are not allocated to reportable segments. # Summarised segment information for the years ended March 31, 2017, March 31, 2016 and April 1, 2015 is as follows: |(crores)|Business Segments|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| | | |---|---|---|---|---|---|---|---|---|---| |Year ended March 31, 2017|Revenue| |35,836|8,447| |16,679|16,327|15,404|92,693| | |Segment result| |10,482|2,733| |4,694|4,696|4,484|27,089| | |Unallocable expenses| | | | | | | |1,591| | |Operating income| | | | | | | |25,498| | |Other income (net)| | | | | | | |4,568| | |Profit before tax| | | | | | | |30,066| | |Tax expense| | | | | | | |6,413| | |Profit for the year| | | | | | | |23,653| |Other information| | | | | | | | | | | |Depreciation and amortisation (unallocable)| | | | | | | |1,575| | |Other significant non cash expense (allocable)| |14| |3|12|8|70|107| # Annual Report 2016-17 # Notes forming part of the Financial Statements |Particulars|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |As at March 31, 2017|6,793|1,940|3,432|3,808|5,423|21,396| |Unallocable assets| | | | | |68,362| |Total assets| | | | | |89,758| |Segment liabilities|1,175|92|317|392|488|2,464| |Unallocable liabilities| | | | | |9,272| |Total liabilities| | | | | |11,736| |Particulars|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Year ended March 31, 2016|33,475|7,410|15,771|15,262|13,946|85,864| |Segment result|10,971|2,475|4,579|4,583|4,446|27,054| |Unallocable expenses| | | | | |1,472| |Operating income| | | | | |25,582| |Other income (net)| | | | | |3,757| |Profit before tax| | | | | |29,339| |Tax expense| | | | | |6,264| |Profit for the year| | | | | |23,075| |Other information| | | | | | | |Depreciation and amortisation| | | | | |1,459| |Other significant non cash expense (allocable)|29|7|10|11|62|119| |As at March 31, 2016|7,131|1,938|3,737|4,137|5,443|22,386| |Unallocable assets| | | | | |55,031| |Total assets| | | | | |77,417| |Segment liabilities|1,123|127|213|402|374|2,239| |Unallocable liabilities| | | | | |10,165| |Total liabilities| | | | | |12,404| # Notes forming part of the Financial Statements # (crores) # Business Segments |Particulars|Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |As at April 1, 2015|6,164|1,809|3,346|3,815|5,466|20,600| |Unallocable assets| | | | | |43,139| |Total assets| | | | | |63,739| |Segment liabilities|1,775|290|653|731|643|4,092| |Unallocable liabilities| | | | | |8,098| |Total liabilities| | | | | |12,190| Geographical revenue is allocated based on the location of the customers. # Information regarding geographical revenue is as follows: |(crores)|2017|2016| |---|---|---| |Americas|53,848|49,249| |Europe|22,728|22,409| |India|7,031|6,182| |Others|9,086|8,024| |Total|92,693|92,693| Geographical non-current assets (property, plant and equipment, intangible assets, income tax asset (net) and other non-current assets) are allocated based on the location of the assets. # Information regarding geographical non-current assets is as follows: |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Americas|277|154|357| |Europe|234|204|276| |India|15,265|15,240|14,502| Information about major customers: No single customer represents 10% or more of the Company's total revenue during the year ended March 31, 2017 and March 31, 2016. # LEASES The Company has taken on lease properties and equipment under operating lease arrangements. Most of the leases include renewal and escalation clauses. Operating lease rent expenses were 1,213 crores and 1,058 crores for the year ended March 31, 2017 and March 31, 2016 respectively. The following is a summary of future minimum lease rental commitments towards non-cancellable operating leases and finance leases."
+"# Operating lease |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Not later than one year|482|386|523| |Later than one year but not later than five years|1,547|1,284|1,619| |Later than five years|1,012|986|1,476| |Total|3,041|2,656|3,618| # Annual Report 2016-17 # Notes forming part of the Financial Statements # Finance lease |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |(i) Minimum lease payments:| | | | |Not later than one year|14|24|33| |Later than one year but not later than five years|46|48|59| |Later than five years|21|33|45| |Total|81|105|137| |(ii) Present value of minimum lease payments:| | | | |Not later than one year|6|15|22| |Later than one year but not later than five years|25|23|31| |Later than five years|19|27|33| |Total|50|65|86| |Add: Future finance charges|31|40|51| |Total|81|105|137| # Receivables under sub-leases |( crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Not later than one year|4|4|3| |Later than one year but not later than five years|16|16|15| |Later than five years|6|9|12| |Total|26|29|30| Income under sub-leases of 5 crores and 2 crores have been recognised in the Statement of profit and loss and other comprehensive income for the year ended March 31, 2017 and March 31, 2016. # 31) EARNINGS PER EQUITY SHARE | |2017|2016| |---|---|---| |Profit for the year ( crores)|23,653|23,075| |Weighted average number of equity shares|197,04,27,941|197,04,27,941| |Earning per share basic - and diluted ( )|120.04|117.11| |Face value per equity share ( )|1|1| # 32) AUDITORS REMUNERATION |( crores)|2017|2016| |---|---|---| |Services as statutory auditors ( including quarterly audits )|5|5| |Audit of financial statements as per IFRS|3|3| |Tax audit|1|1| |Services for tax matters|1|1| |SSAE 16 and other matters|3|3| |Reimbursement of out-of-pocket expenses|*|*| |Service tax|2|2| Service tax credit has been / will be availed (subject to Swachh bharat cess and Krishi kalyan cess). In addition to the above, fees amounting to 1 crore ( Previous year: 1 crore) for attest and other professional services rendered have been paid to firms of Chartered Accountants in which some of the partners are also partners in the firm of statutory auditors. *represents values less than 0.50 crore. 230 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 33) COMMITMENTS AND CONTINGENCIES # (i) Commitments Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances): 1,493 crores # (ii) Contingencies Direct tax matters Refer Note 9 Indirect tax matters The Company has ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. As at March 31, 2017, the Company has demands on appeal amounting to 253 crores from various indirect tax authorities, which are being contested by the Company. In respect of indirect tax contingencies of 9 crores, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. Other claims The Company has examined the social security and tax aspects of contracts with legal entities which provide services to an overseas subsidiary and, based on legal opinion, concludes that the subsidiary is in compliance with the related statutory requirements. As at March 31, 2017, claims aggregating 6,276 crores against the Company have not been acknowledged as debts. In October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's intellectual property. In April 2016, the Company received an unfavorable jury verdict awarding damages totaling 6,101 crores (US $941 million) to Epic which the trial judge has indicated his intent to reduce. On the basis of legal opinion and legal precedence, the Company expects to defend itself against the claim and believes that the claim will not sustain. Bank guarantees and letters of comfort The Company has given letter of comfort to various banks for credit facilities availed by its subsidiaries (a) Tata America International Corporation and (b) Tata Consultancy Services Asia Pacific Pte Ltd. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiaries and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiaries. The Company has provided guarantees to third parties on behalf of its subsidiaries aggregating 2,127 crores. The Company does not expect any outflow of resources in respect of the above."
+"# 34) MICRO AND SMALL ENTERPRISES |(crores)|As at March 31, 2017|As at March 31, 2016|As at April 1, 2015| |---|---|---|---| |Principal Amount due to vendor|11|15|10| |Interest|-|-|-| |Principal amount paid (includes unpaid) beyond the appointed date|192|175|248| |Interest due and payable for the year|-|-|1| |Interest accrued and remaining unpaid (includes interest disallowable of 3 crores (March 31, 2016: 3 crores; April 1, 2015: 2 crores))|-|3|2| Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. # 35) DISCLOSURE UNDER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 Amount of loans and advances in nature of loans outstanding from subsidiaries as at March 31, 2017: |Subsidiary Company|Outstanding as at March 31, 2017|Maximum amount outstanding during the year| |---|---|---| |TCS FNS Pty Limited|-|-| |*Previous years' figures are in italics|*|7*| Unconsolidated Financial Statements I 231 # Annual Report 2016-17 # Notes forming part of the Financial Statements # 36) RELATED PARTY TRANSACTIONS The Company's material related party transactions and outstanding balances are with its subsidiaries with whom the Company routinely enters into transactions in the ordinary course of business. Transactions with related parties are as follows: # Year ended March 31, 2017 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|4|57,787|246|2,162|-|60,199| |Interest income|-|- *|-|- *|-|- *| |Dividend income|-|394|-|-|-|394| |Rent income|-|5|-|-|-|5| |Other income|-|38|-|-|-|38| |Purchase of goods, services (including reimbursement)|4|1,091|544|634|-|2,273| |Brand equity contribution|89|-|-|-|-|89| |Dividend paid|6,712|-|8|3|-|6,723| |Purchase of property, plant and equipment|-|- *|21|33|-|54| |Contribution to employees post employment benefit plan|-|-|-|-|963|963| |Rent expense|1|18|33|5|-|57| |Bad debts and advances written off, Allowances for doubtful trade receivables and advances (net)|- *|- *|4|5|-|9| |Guarantees given|-|2|-|-|-|2| |Loans and advances given|-|-|-|7|-|7| |Loans and advances repaid|-|7|1|-|-|8| * represents values less than 0.50 crore."
+"232 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Year ended March 31, 2016 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|4|53,070|223|2,163|-|55,460| |Interest income|-|-|-|-|-|-| |Dividend income|-|696|-|-|-|696| |Rent income|-|3|-|-|-|3| |Other income|-|39|-|-|-|39| |Purchase of goods, services (including reimbursement)|3|3,185|633|471|-|4,292| |Brand equity contribution|75|-|-|-|-|75| |Dividend paid|5,846|-|4|3|-|5,853| |Purchase of property, plant and equipment|-|-|30|60|-|90| |Contribution to employees post employment benefit plan|-|-|-|-|771|771| |Rent expense|1|20|26|5|-|52| |Bad debts and advances written off, Allowances for doubtful trade receivables and advances (net)|-|-|-|2|-|2| |Guarantees given|-|3|-|-|-|3| |Loans and advances given|-|-|1|-|-|1| |Loans and advances repaid|-|11|-|-|-|11| |Redemption / sale of investments|-|102|-|-|-|102| # Balances receivable from related parties are as follows: # As at March 31, 2017 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade receivables, Unbilled revenue (net)|1|9,890|128|626|-|10,645| |Loans and advances, Other financial assets and other assets (net)|3|1|26|14|-|44| |Investments|-|-|19|-|-|19| | |4|9,891|173|640|-|10,708| # Annual Report 2016-17 # Notes forming part of the Financial Statements # As at March 31, 2016 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade receivables, Unbilled revenue (net)|2|10,474|111|625|-|11,212| |Loans and advances, Other financial assets and other assets (net)|2|7|2|9|-|20| |Investments|-|-|19|-|-|19| | |4|10,481|132|634|-|11,251| # As at April 1, 2015 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade receivables, Unbilled revenue (net)|1|9,969|109|658|-|10,737| |Loans and advances, Other financial assets and other assets (net)|3|47|-|9|-|59| |Investments|-|-|19|-|-|19| | |4|10,016|128|667|-|10,815| # Balances payable to related parties are as follows: # As at March 31, 2017 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade payables, Unearned deferred revenue, Other financial liabilities and Other liabilities|82|1,653|25|150|-|1,910| |Guarantees and commitments|-|2,127|24|71|-|2,222| | |82|3,780|49|221|-|4,132| # Notes forming part of the Financial Statements # As at March 31, 2016 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade payables, Unearned deferred revenue, Other financial liabilities and Other liabilities|68|1,503|20|81|-|1,672| |Guarantees and commitments|-|3,225|25|59|-|3,309| | |68|4,728|45|140|-|4,981| # As at April 1, 2015 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade payables, Unearned deferred revenue, Other financial liabilities and Other liabilities|69|1,509|36|86|-|1,700| |Guarantees and commitments|-|3,311|51|95|-|3,457| | |69|4,820|87|181|-|5,157| The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business. Compensation to key management personnel is as follows: | |Year ended March 31, 2017|Year ended March 31, 2016| |---|---|---| |Short-term benefits|46|43| |Dividend paid during the year|1|-| |Total|47|43| # DIVIDENDS Dividends paid during the year ended March 31, 2017 include an amount of 27 per equity share towards final dividend for the year ended March 31, 2016 and an amount of 19.50 per equity share towards interim dividend for the year ended March 31, 2017. Dividends paid during the year ended March 31, 2016 include an amount of 24 per equity share towards final dividend for the year ended March 31, 2015 and an amount of 16.50 per equity share towards interim dividend for the year ended March 31, 2016. The dividends declared by the Company are based on the profits available for distribution as reported in the financial statements of the Company. Accordingly, the retained earnings reported in these financial statements may not be fully distributable. As at March 31, 2017, income (net of dividend tax) available for distribution were 62,383 crores. On April 18, 2017, the Board of Directors of the Company have proposed a final dividend of 27.50 per share in respect of the year ended March 31, 2017 subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of 6,522 crores inclusive of dividend distribution tax of 1,103 crores. Unconsolidated Financial Statements I 235 # Annual Report 2016-17 Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Date of acquiring subsidiary|Start date of accounting period|End date of accounting period|Country|Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Investments|Turnover|Profit before Taxation|Provision for Taxation|Profit after Taxation|Proposed Dividend|% of Shareholding| | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APTOnline Limited|August 9, 2004|April 1, 2016|March 31, 2017|India|INR|1.00|0|264|191|125|451|463|211|211|0|89%| | | |2|MP Online Limited|September 8, 2006|April 1, 2016|March 31, 2017|India|INR|1.00|0|173|125|513|986|311|120|88|0|89%| | | |3|C-Edge Technologies Limited|January 19, 2006|April 1, 2016|March 31, 2017|India|INR|1.00|0|101|212|097|8|-254|542|034|175|1%| | | |4|MahaOnline Limited|September 23, 2010|April 1, 2016|March 31, 2017|India|INR|1.00|0|343|135|894|569|725|274|0|0|4%| | | |5|CMC Americas Inc|August 9, 2004|April 1, 2016|March 31, 2017|U.S.A.|USD|64.84|0|101|542|4480|-327|562|234|-100|0|100%| | | |6|CMC eBiz Inc.|January 27, 2011|April 1, 2016|March 31, 2017|U.S.A.|USD|64.84|0|0|0|0|0|0|0|0|0|100%| | | |7|TCS e-Serve International Limited|December 31, 2008|April 1, 2016|March 31, 2017|India|INR|1.00|0|102|122|735|1118|4258|1741|0|0|100%| | | |8|TCS e-Serve America, Inc.|February 10, 2009|January 1, 2016|December 31, 2016|U.S.A.|USD|64.84|0|263|426|-88|-8|-8|0|0|0|100%| | | |9|Diligenta Limited|August 23, 2005|April 1, 2016|March 31, 2017|U.K.|GBP|80.80|0|336|858|384|725|616|21|485|7|100%| | | |10|Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2016|March 31, 2017|Canada|CAD|48.57|667|234|741|1,036|528|-3,656|415|111|304|100%| | | |11|Tata America International Corporation|August 9, 2004|April 1, 2016|March 31, 2017|U.S.A.|USD|64.84|0|13,323|12,375|9,051|1135|3,685|1,846|756|1,090|100%| | | |12|Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2016|March 31, 2017|Singapore|USD|64.84|0|294|708|307|951|662|138|221|0|100%| | | |13|Tata Consultancy Services (China) Co., Ltd|November 16, 2006|January 1, 2016|December 31, 2016|China|CNY|9.40|0|554|190|(13)|269|92|-498|592|435|-93.2%| | | |14|Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2016|March 31, 2017|Japan|JPY|0.58|0|361|251|604|1,625|770|-3,451|143|459|1%| | | |15|Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2016|March 31, 2017|Malaysia|MYR|14.65|0|869|390|172|79|-353|15|-15|0|100%| | | |16|PT Tata Consultancy Services Indonesia|October 5, 2006|April 1, 2016|March 31, 2017|Indonesia|IDR|0.00|0|0|-274|417|-662|141|717|0|0|100%| | | |17|Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2016|March 31, 2017|Philippines|PHP|1.29|0|960|361|763|069|4|-537|721|0|100%| | | |18|Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2016|March 31, 2017|Thailand|THB|1.89|0|712|195|-283|-3|0|0|0|100%| | | | |19|Tata Consultancy Services Belgium S.A.|August 9, 2004|April 1, 2016|March 31, 2017|Belgium|EUR|69.29|0|335|612|564|414|-1,015|144|489|6|100%| | | |20|Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2016|March 31, 2017|Germany|EUR|69.29|0|356|112|677|164|-2,316|139|459|469|100%| | | |21|Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2016|March 31, 2017|Sweden|SEK|7.26|0|107|309|772|463|-1,880|158|361|22|100%| | | |22|Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2016|March 31, 2017|Netherlands|EUR|69.29|0|356|457|1,409|2,252|386|1,329|2,405|421|106|315|100%| |23|TCS Italia SRL|August 9, 2004|April 1, 2016|March 31, 2017|Italy|EUR|69.29|0|15|(13)|111|109|-296|108|2|0|100%| | | |24|Tata Consultancy Services Luxembourg S.A.|October 28, 2005|April 1, 2016|March 31, 2017|(G.D. de Luxembourg)|EUR|69.29|0|391|375|23|-155|338|25|-100|0|100%| | | # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Start date of accounting period|End date of accounting period|Profit before Taxation|Provision for Taxation|Total Profit after Taxation|Proposed Dividend|% of Shareholding of subsidiary|Country| |---|---|---|---|---|---|---|---|---|---| |25|Tata Consultancy Services Switzerland Ltd.|October 31, 2006|March 31, 2017|1,643|137|1,125|12|100%|Switzerland| |26|Tata Consultancy Services France S.A.S|August 9, 2004|March 31, 2017|394|39|33|-65|100%|France| |27|Tata Consultancy Services Osterreich GmbH|March 9, 2012|March 31, 2017|425|21|232|-100%|Austria| | |28|Tata Consultancy Services Danmark ApS|March 16, 2012|March 31, 2017|78|12|63|-11|100%|Denmark| |29|Tata Consultancy Services De Espana S.A.|August 9, 2004|March 31, 2017|151|31|116|-216|100%|Spain| |30|Tata Consultancy Services Portugal Unipessoal Limitada|July 4, 2005|March 31, 2017|-13|17|30|-19|100%|Portugal| |31|Alti S.A.|June 28, 2013|March 31, 2017|15|45|46|75|-100%|France| |32|Alti HR S.A.S.|June 28, 2013|March 31, 2017|-10|12|-3|-1|100%|France| |33|Tescom (France) Software Systems Testing S.A.R.L.|June 28, 2013|March 31, 2017|10|21|-7|-3|100%|France| |34|Alti Switzerland S.A.|June 28, 2013|March 31, 2017|111|64|-431|-1|100%|Switzerland| |35|Alti Infrastructures Systemes & Reseaux S.A.S.|June 28, 2013|March 31, 2017|-2|2|-3|-1|100%|France| |36|Alti NV|June 28, 2013|March 31, 2017|2|19|15|-52|100%|Belgium| |37|Teamlink|June 28, 2013|March 31, 2017|-1|34|-|-|100%|Belgium| |38|Planaxis Technologies Inc.|June 28, 2013|March 31, 2017|-40|58|-46|-3|100%|Canada| |39|Tata Consultancy Services Saudi Arabia|July 2, 2015|March 31, 2017|635|165|124|-32|76%|Saudi Arabia| |40|Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|March 31, 2017|318|745|52|-45|100%|South Africa| |41|Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|March 31, 2017|318|950|264|205|100%|South Africa| |42|TCS FNS Pty Limited|October 17, 2005|March 31, 2017|599|941|15|-4|100%|Australia| |43|TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|March 31, 2017|955|434|976|-80|100%|China| |44|TCS Financial Solutions Australia Holdings Pty Limited|October 19, 2005|March 31, 2017|599|941|69|-20|100%|Australia| |45|TCS Financial Solutions Australia Pty Limited|October 19, 2005|March 31, 2017|599|941|-125|149|100%|Australia| |46|TCS Iberoamerica S.A.|August 9, 2004|March 31, 2017|688|638|585|1,344|100%|Uruguay| |47|TCS Solution Center S.A.|August 9, 2004|March 31, 2017|688|822|732|421|100%|Uruguay| |48|Tata Consultancy Services Argentina S.A.|August 9, 2004|March 31, 2017|253|318|-54|286|99.99%|Argentina| # Annual Report 2016-17 Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Date of acquiring subsidiary|Start date of accounting period|End date of accounting period|Country|Currency|Exchange Rate|Share Capital|Reserves & Surplus|Total Assets|Total Liabilities|Profit before Taxation|Provision for Taxation|Profit after Taxation|Proposed Dividend|% of Shareholding| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |49|Tata Consultancy Services Do Brasil Ltda|August 9, 2004|April 1, 2016|March 31, 2017|Brazil|BRL|20.5798|34362|(289)|254|181|-|484|1679|-|100%| |50|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2016|December 31, 2016|Mexico|MXN|3.4720|85150|8700|191|-|1,705|391|120271|102|100%| |51|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2016|December 31, 2016|Chile|CLP|0.0977|85166|5007579|16543362|(2)|64|-|100%| | | |52|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2016|December 31, 2016|Chile|CLP|0.0977|1501613|154314|-|(1)|(1)|-|99.99%| | | |53|TATASOLUTION CENTER S.A.|December 28, 2006|January 1, 2016|December 31, 2016|Ecuador|USD|64.8450|1946240|175|-|659|(24)|11|(35)|65|100%| |54|TCS Uruguay S.A.|January 1, 2010|April 1, 2016|March 31, 2017|Uruguay|UYU|2.2696|-|538431|-|1858263|31|-|100%| | | |55|MGDC S.C.|January 1, 2010|January 1, 2016|December 31, 2016|Mexico|MXN|3.4720|-|12221694|-|860571839|-|100%| | | | |56|TECHNOLOGY OUTSOURCING S.A.C|October 30, 2015|January 1, 2016|December 31, 2016|Peru|PEN|19.9664|38|11|(3)|3123|-|(4)|(2)|(2)|100%| |57|Tata Consultancy Services Qatar S.S.C.|December 20, 2011|April 1, 2016|March 31, 2017|Qatar|QAR|17.8091|794628|317|-|123918|-|100%| | | | |58|TCS Foundation|March 25, 2015|April 1, 2016|March 31, 2017|India|INR|1.0000|149950|44473|-|222|-|222|100%| | | # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2017. 2. Diligenta2 Ltd. was liquidated on March 14, 2017. 3. PT Financial Network Services was liquidated on March 16, 2017. 4. MSCJV was liquidated on January 24, 2017. # For and on behalf of the Board N. Chandrasekaran V. Ramakrishnan Dr. Ron Sommer Aarthi Subramanian O. P. Bhatt Chairman CFO Director Executive Director Director Rajesh Gopinathan Ishaat Hussain V. Thyagarajan Prof. Clayton M Christensen CEO and Managing Director Director Director Director N. Ganpathy Subramaniam Dr. Vijay Kelkar Aman Mehta Suprakash Mukhopadhyay COO and Executive Director Director Director Company Secretary # Analytics # Application Programming Interface (API) File: AR_TCS_2016_2017.md # APIfication # Application Development and Maintenance # Artificial Intelligence (AI) # Asset Leveraged Solutions # Assurance Services # Attrition # Augmented Reality (AR) # Automation # Basis Point # Big Data # Book Value # Blockchain # Business Process Services (BPS) # Chatbots # Cognitive Computing # Constant Currency # Cross-currency impact # Cyber Security # Days' Sales Outstanding (DSO) # Digital Technologies # Discretionary Spend # Dividend Payout Ratio # Earnings per Share (EPS) # Effective Tax Rate (ETR) # Engineering and Industrial Services # Enterprise Solutions and Consulting # Fair Value # Glossary In the enterprise context, this is the discovery, interpretation, and communication of meaningful patterns in business data to predict and improve business performance. APIs are a set of easily accessible protocols for communication between various software components. The process of exposing a discrete business function or data within an enterprise's systems through APIs. Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software on behalf of the client. AI is technology that appears to emulate human performance typically by learning, arriving at its own conclusions, appearing to understand complex content, engaging in natural dialogs with people, enhancing human cognitive performance (cognitive computing) or replacing people on execution of non-routine tasks. Software solutions delivered by leveraging TCS' IP / frameworks or software products. Quality Assurance and Engineering Services encompassing business requirements validation, static and functional testing, non-functional testing including performance engineering, user experience, security and test automation. This measures what portion of the workforce left the organization (voluntarily or involuntarily) in a certain period. Attrition looks at employee departures over the last 12 months (LTM). The formula is: Total number of departures in the LTM / closing headcount. Augmented Reality is a technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction. Automation is the execution of work by machines in accordance with rules that have either been explicitly coded by a human or 'learned' by the machine through pattern recognition of data. A basis point is one hundredth of a percentage point, that is, 0.01%. Big Data is high volume, high velocity, and/or high variety information assets that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization. The value at which an asset or a liability is carried on a balance sheet or the value of initial outlay for an investment. Blockchain is a distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision. Designing, enabling, and executing business operations including data management, analytics, interactions and experience management. Chatbots are computer programs designed to simulate conversation with human users, especially over the internet. They are typically used in dialog systems for various practical purposes like customer service or information acquisition."
+"Cognitive computing is the simulation of human thought processes in a computerized model. It involves self-learning systems that use data mining, pattern recognition, and natural language processing to mimic the way the human brain works. Restating the current period's revenue or profit after eliminating the impact of currency movement in the intervening period gives the constant currency revenue or profit. At TCS, this is done by recalculating the current period's revenue using the average currency conversion rates from the prior period. When a company derives revenues in multiple currencies, the change in conversion rates of those currencies to the reporting currency (for example, INR) in the current period, vis-à-vis the conversion rates of the prior period affects the reported revenue. This revenue impact due to shifts in the value of currencies relative to the reporting currency is called cross-currency impact. For example, if 50% of the revenue is denominated in USD, and the USD has depreciated against the INR by 5% in a period, even if the company earns the same amount of dollars as in the prior period, it still translates into fewer rupees this period. The cross-currency impact on revenue will be 50% x 5% = 2.5%. Cyber Security is the body of technologies, processes, and practices designed to protect networks, computers, programs, and data from attack, damage, or unauthorized access. In a computing context, security includes both cyber security and physical security. Days' Sales Outstanding is a popular way of depicting the Accounts Receivable relative to the company's revenue over the last twelve months (DSO = Accounts Receivable * 365 / Revenue). Digital technologies represent the nexus of new age services such as Social Media, Mobility, Analytics, Big Data, Cloud, Artificial Intelligence and Internet of Things. Discretionary spend, also known as Change the Business (CTB) spend, is that portion of the IT budget that's outside of the basic minimum IT activities required to keep the business running. Projects that transform the manner in which business operates are considered discretionary. In uncertain economic times, it may be necessary for businesses to cut spend in response to decline in income and discretionary spend is often the first one to be scrutinized. Discretionary spend is subjective, and may differ considerably among business. Dividend Payout Ratio is the ratio of the annual dividend paid (including dividend distribution tax) to the Net Income, usually expressed as a percentage. EPS for any period is the amount of that period's Net Income attributable to a single share after deducting any preference dividend and related taxes. EPS = [Net profit - Preference dividend if any] / Weighted average number of shares outstanding during the period. ETR is the proportion of the Profit Before Taxes that is provided for payment of income taxes. ETR = Provision for Taxes / Profit Before Taxes. Next Generation Product Engineering, Manufacturing Operations Transformation, Services Transformation, Embedded software and Internet of Things. Business and technology consulting, design, architecture, implementation, and support services on Enterprise Application platforms covering the front, middle, and back-office applications such as ERP, CRM, Supply Chain, Content Management etc., on-premise, cloud and other digital platforms. The fair value of a financial asset or liability is the price that would be received on selling an asset or paid on transferring a liability in an orderly transaction between market participants at the measurement date. # Annual Report 2016-17 # Glossary A Forward Contract is a hedging instrument wherein two parties agree to buy or sell a particular currency at a pre-determined rate (OR Forward Currency rate) on a specific future date. For e.g. TCS enters into a forward contract to sell USD 1mn after 3 months @ ` 68. Irrespective of the prevailing USD spot rate, TCS will be obliged to sell USD 1mn @ ` 68 at the end of 3 months. Gamification is the process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation. Technical consulting, remote infrastructure management, hosting, process and tools optimization, and technical transformation of the enterprise IT infrastructure to a future proof hybrid cloud model. IoT is a network of interconnected machines or devices which are embedded with sensors, software, network connectivity, and necessary electronics to generate and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines/devices. Invested funds are funds that are highly liquid in nature, and can be readily converted into cash."
+"Invested Funds = Cash and Bank Balances + Investments + Deposits with Banks + Inter corporate Deposits. KMP in relation to our Company means the Chief Executive Officer and Managing Director, Chief Financial Officer, all Executive Directors, Global Head for Human Resource and the Company Secretary. Please refer to the Company's policy on KMP: http://www.tcs.com/ir-corporate-governance. Machine learning is a type of artificial intelligence (AI) that provides computers with the ability to learn without being explicitly programmed. Total market value of all of a company's outstanding equity shares. Market Cap = Last Trading Price * Total number of outstanding shares. Minority Interest is the share of the consolidated profits attributable to interests of the non-controlling ownership in the subsidiaries. Non-Discretionary spend, also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected. This is the proportion of our international revenues derived from services that are delivered out of centers in India. A service delivered out of an offshore delivery center is billed at a lower rate compared to what would be applicable if delivered out of the customer's location. So higher offshore leverage depresses the revenue growth relative to the volume growth but expands the gross margin. This is the price charged to the customer per unit of effort. In contracts, pricing is the billing rate for a unit of effort (usually measured in person-hours). In Fixed Price contracts, pricing is the total sum the customer is expected to pay for the turnkey solution delivered. Some use this term interchangeably (and somewhat inaccurately) with the average revenue realized by the company per unit of effort. See Realization. This is the revenue received by the company per unit of effort expended. TCS reports the quarter on quarter change in realization (in percentage terms) after removing any impact of changes in currency exchange rates and also any impact of change in offshore leverage between the two periods. Billing rates vary depending on what service is offered, and in which part of the world, so it is important to note that increases or decreases in realization could be because of changes in the underlying business or geographic mix and not necessarily because of a change in the pricing of a service. Also, realization doesn't take into account the costs and therefore higher realization is not necessarily more profitable. Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged. Please refer the Company's policy on Related Party Transactions: http://www.tcs.com/ir-corporate-governance. Simplification is the term used to describe the rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers. The primary purpose is to shrink the IT footprint and make operations leaner and more efficient. UBR is revenue that is yet to be invoiced for services already delivered. The budgeted effort has been expended (and therefore the revenue has been recognized) and yet, no invoice has been raised. While this could happen due to several reasons, the most common one is the customer delay in acceptance of a project deliverable. This is the opposite of Unearned Revenue. UER is money received in advance for services yet to be delivered. In other words, it is revenue that has been invoiced and collected from the client although the underlying effort is yet to be expended. Unearned revenue is the opposite of Unbilled Revenue. VR is an artificial, computer-generated simulation or recreation of a real life environment or situation. It engages users by offering simulated reality experiences firsthand, primarily by stimulating their vision and hearing. Volume in any period is the Billed Effort and the quantum of hardware equipment and software licenses sold in that period. Disclaimer: This glossary is intended to help understand commonly used terms and phrases in TCS' Annual Report. The explanations are not intended to be technical definitions. If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail."
+"# Promoting fitness in the Community TCS is the title sponsor of premier marathons across the globe, including the TCS World 10K Bengaluru, the TCS New York City Marathon, the TCS Amsterdam Marathon, and the TCS Lidingloppet (the world's largest cross country run), and the technology partner to the Marathons held in Mumbai, London, Singapore, Chicago, and Boston -- all part of our effort to promote health and fitness in the communities we work with the world over. # Title Sponsors Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and uncertainties that could cause actual results to differ materially from market expectations. These risks and uncertainties include, but are not limited to our ability to manage growth, intense competition among Indian and overseas IT services companies, various factors which may affect our cost advantage, such as wage increases or an appreciating Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. TCS may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements. Produced and Designed by: Global Investor Relations and Corporate Marketing, Tata Consultancy Services # IT Services # Business Solutions # Consulting Tata Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 www.tcs.com # Annual Report 2016-17 # Notice Notice is hereby given that the twenty-second Annual General Meeting of Tata Consultancy Services Limited will be held on Friday, June 16, 2017 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, to transact the following business: 1. To receive, consider and adopt: 1. the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2016 -17. 3. To appoint a Director in place of Ms. Aarthi Subramanian (DIN 07121802) who retires by rotation and, being eligible, offers herself for re-appointment. 4. Appointment of Statutory Auditors of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (""Act"") and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022), be and is hereby appointed as Auditors of the Company in place of the retiring auditors Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), to hold office from the conclusion of this Annual General Meeting (""AGM"") till the conclusion of the twenty-seventh AGM to be held in the year 2022 (subject to ratification of their appointment at every AGM if so required under the Act), at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors."" 5. Appointment of Mr. N. Chandrasekaran as a Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Mr. N."
+"Chandrasekaran (DIN 00121863) who was appointed by the Board of Directors as an Additional Director of the Company with effect from February 21, 2017 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (""Act""), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company, liable to retire by rotation."" 6. Appointment of Mr. Rajesh Gopinathan as a Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Mr. Rajesh Gopinathan (DIN 06365813) who was appointed by the Board of Directors as an Additional Director of the Company with effect from February 21, 2017 and who holds office up to the date of this Annual General Meeting of the Company."" # 7. Appointment of Mr. Rajesh Gopinathan as Chief Executive Officer and Managing Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013, (""Act""), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the Company hereby approves the appointment and terms of remuneration of Mr. Rajesh Gopinathan (DIN 06365813), as the Chief Executive Officer and Managing Director of the Company for a period of five years with effect from February 21, 2017 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Rajesh Gopinathan."" ""RESOLVED FURTHER that the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution."" # 8. Appointment of Mr. N. Ganapathy Subramaniam as a Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Mr. N. Ganapathy Subramaniam (DIN 07006215), who was appointed by the Board of Directors as an Additional Director of the Company with effect from February 21, 2017 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (""Act""), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company, liable to retire by rotation."" # 9. Appointment of Mr. N. Ganapathy Subramaniam as Chief Operating Officer and Executive Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013 (""Act""), read with Schedule V to the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the Company hereby approves the appointment and terms of remuneration of Mr. N."
+"Ganapathy Subramaniam (DIN 07006215) as Chief Operating Officer and Executive Director of the Company for a period of five years with effect from February 21, 2017 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. N. Ganapathy Subramaniam."" # Annual Report 2016-17 ""RESOLVED FURTHER that the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution."" # 10. Appointment of Branch Auditors To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Board be and is hereby authorized to appoint Branch Auditors of any branch office of the Company, whether existing or which may be opened / acquired hereafter, outside India, in consultation with the Company's Auditors, any person(s) qualified to act as Branch Auditors and to fix their remuneration."" # Notes: 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") setting out material facts concerning the business under Item Nos. 4 to 10 of the Notice, is annexed hereto. The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, of the person seeking appointment/ re-appointment as Director under Item Nos. 3, 5, 6, and 8 of the Notice, are also annexed. 2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT hours before the commencement of the AGM. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 3. The Register of Members and Share Transfer Books of the Company will be closed on Thursday, June 15, 2017 and Friday, June 16, 2017. 4. Members, Proxies and Authorised Representatives are requested to bring to the meeting, the Attendance Slip enclosed herewith, duly completed and signed, mentioning therein details of their DP ID and Client ID / Folio No. 5. If the Final Dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on Friday, June 23, 2017 as under: # 03 Notice # 6. File: AR_TCS_2016_2017.md Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, TSR DARASHAW Limited (TSRDL) to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to TSRDL. # 7."
+"Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or TSRDL for assistance in this regard. # 8. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TSRDL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. # 9. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. # 10. Members seeking any information with regard to the accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the AGM. # 11. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website www.tcs.com (under 'Investors' section). Members holding shares in physical form may submit the same to TSRDL. Members holding shares in electronic form may submit the same to their respective depository participant. # 12. Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to Sections 205A and 205C, and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, were required to be transferred to the IEPF. Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), both of which were applicable with effect from September 7, 2016, also contain similar provisions for transfer of such amounts to the IEPF. Accordingly, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, which have been amalgamated with the Company, have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the Company for the amounts so transferred. Notice 04 # Annual Report 2016-17 As per Section 124(6) of the Act read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more are required to be transferred to an IEPF Demat Account. The Company has sent notice to all the members whose Dividends are lying unpaid / unclaimed against their name for seven consecutive years or more. Members are requested to claim the same on or before May 31, 2017. In case the dividends are not claimed by the said date, necessary steps will be initiated by the Company to transfer shares held by the members to IEPF without further notice. Please note that no claim shall lie against the Company in respect of the shares so transferred to IEPF. In the event of transfer of shares and the unclaimed dividends to IEPF, members are entitled to claim the same from IEPF by submitting an online application in the prescribed Form IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in the Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF Rules. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2009-10 onwards for the Company, erstwhile TCS e-Serve Limited and erstwhile CMC Limited, are requested to lodge their claims with TSRDL."
+"It may be noted that the unclaimed Final Dividend for the financial year 2009-10 declared by the Company on July 2, 2010 can be claimed by the Members by July 1, 2017. The unclaimed Final Dividend for the financial year 2009-10 declared by erstwhile CMC Limited on June 29, 2010 can be claimed by the Members by June 28, 2017 and the unclaimed Final Dividend for the financial year 2009-10 declared by erstwhile e-Serve Limited on August 24, 2010 can be claimed by the Members by August 23, 2017. Members attention is particularly drawn to the ""Corporate Governance"" section of the Annual Report in respect of unclaimed dividend. The Ministry of Corporate Affairs ('MCA') on May 10, 2012 notified the Investor Education and Protection Fund (Uploading of information regarding Unpaid and Unclaimed amount lying with Companies) Rules 2012. In terms of the above Rules, the Company has uploaded the information in respect of the Unclaimed Dividends, as on the date of last AGM i.e. June 17, 2016, on the website of the IEPF viz. www.iepf.gov.in and under 'Investors' section on the website of the Company viz. www.tcs.com. # 13. The Notice of the AGM along with the Annual Report 2016-17 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice and the Annual Report 2016-17 will also be available on the Company's website viz. www.tcs.com. # 14. To support the 'Green Initiative', Members who have not registered their e-mail addresses are requested to register the same with DPs / TSRDL. # 15. The route map showing directions to reach the venue of the twenty-second AGM is annexed. # 16. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM. # 17. The Board of Directors has appointed Mr. P. N. Parikh of M/s. Parikh & Associates, Practicing Company Secretaries (Membership No. FCS 327) and failing him Mr. Mitesh Dhabliwala, Practicing Company Secretary (Membership No. FCS 8331) as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner. # 05 Notice The facility for voting, either through electronic voting system or polling paper shall also be made available at the AGM and the Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM. 19. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. # 20. The instructions for e-voting are as under: 1. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the Company / Depositories): 1. Open the email and also open the PDF file, namely, ""TCS e-voting.pdf"", with your Client ID or Folio No. as password. The said PDF file contains your User ID and password for e-voting. Please note that the password is an initial password. NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF file ""TCS e-voting.pdf"". 2. Open the internet browser and type the following URL: https://www.evoting.nsdl.com. 3. Click on Shareholder - Login. 4. If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting your vote. NOTE: Shareholders who forgot the User Details/ Password can use ""Forgot User Details/Password?"" or ""Physical User Reset Password?"" option available on www.evoting.nsdl.com. In case Shareholders are holding shares in demat mode, User ID is the combination of (DPID + Client ID). In case Shareholders are holding shares in physical mode, User ID is the combination of (Even No + Folio No.). 5."
+"If you are logging in for the first time, please enter the User ID and password provided in the PDF file attached with the e-mail as initial password. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential. If you forget your password, you can reset it using ""Forgot User Details/ Password?"" or ""Physical User Reset Password?"" option available on www.evoting.nsdl.com. 6. Once the e-voting home page opens, click on e-Voting > Active Voting Cycles. 7. Select ""EVEN"" (E-voting Event Number) of Tata Consultancy Services Limited which is 106156. Now you are ready for e-voting as 'Cast Vote' page opens. 8. Cast your vote by selecting the appropriate option and click on ""Submit"" and also ""Confirm"" when prompted. 9. Upon confirmation, the message ""Vote cast successfully"" will be displayed. 10. Once the vote on a resolution is cast, the Member shall not be allowed to change it subsequently. 11. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution and / or Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to tcs.scrutinizer@gmail.com, with a copy marked to evoting@nsdl.co.in. # Annual Report 2016-17 # Instructions for Members # A. Queries and Assistance In case of any queries, members may refer the Frequently Asked Questions (FAQs) and e-voting user manual for shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no: 1800-222-990. # B. Physical Copy of the Notice of the AGM In case a Member receives a physical copy of the Notice of the AGM (for Members whose e-mail addresses are not registered with the Company / Depositories): 1. Initial password is provided in the enclosed attendance slip: EVEN (E-voting Event Number) + User ID and Password. 2. Please follow all steps from Sl. No. 20. A (ii) to (xii) above, to cast vote. # C. Other Instructions 1. The e-voting period commences on Tuesday, June 13, 2017 (9.00 a.m. IST) and ends on Thursday, June 15, 2017 (5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, June 9, 2017 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to change it subsequently or cast vote again. 2. The voting rights of Members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of voting, either through remote e-voting or voting at the Meeting through electronic voting system or poll paper. 3. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting vote. If you forget your password, you can reset your password by using ""Forgot User Details / Password"" option available on www.evoting.nsdl.com. 4. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. 5. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL www.evoting.nsdl.com immediately."
+"The Company shall simultaneously forward the results to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company. By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Global Treasury Head and Company Secretary Mumbai, April 18, 2017 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com # 07 Notice # Explanatory Statement As required by Section 102 of the Companies Act, 2013 (""Act""), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 4 to 10 of the accompanying Notice: # Item No. 4 This explanatory statement is provided though strictly not required as per Section 102 of the Act. Deloitte Haskins & Sells LLP (DHS), Chartered Accountants, Mumbai, (ICAI Firm Registration No. 117366W/W-100018) were appointed as the Auditors of the Company at the nineteenth Annual General Meeting (AGM) of the Company held on June 27, 2014 for a term of three years to hold office till the conclusion of this AGM. DHS have been the Auditors of the Company since financial year 2008-09. Prior to this, S. B. Billimoria & Co. (SBB), Chartered Accountants, were the Auditors of the Company from the financial year 2004-05 till financial year 2007-08. SBB was an associate of DHS. As per the provisions of Section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, DHS can continue as the Auditors of the Company only up to the conclusion of this Annual General Meeting ('AGM'), having completed their term as per the provisions of Section 139 of the Act. The Board of Directors has, based on the recommendation of the Audit Committee, at its meeting held on January 12, 2017, proposed the appointment of M/s B S R & Co. LLP (Firm Registration No. 101248W/W - 100022) as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of this AGM till the conclusion of the twenty-seventh AGM to be held in the year 2022 (subject to ratification of their appointment at every AGM, if so required under the Act). B S R & Co. LLP have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act. The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members. None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested in the Resolution set out at Item No. 4 of the Notice. # Item No. 5 The Board of Directors has appointed Mr. N. Chandrasekaran, as an Additional Director of the Company with effect from February 21, 2017, on the recommendation of the Nomination and Remuneration Committee. As per the provisions of Section 161(1) of the Act, he holds office of Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit. Mr. N. Chandrasekaran relinquished his position as the Chief Executive Officer and Managing Director of the Company with effect from February 21, 2017 on his appointment as Executive Chairman of Tata Sons Limited. He was nominated as the Chairman of the Board of Directors of the Company by Tata Sons Limited from the same date. Mr. Chandrasekaran demonstrated exemplary leadership as the Chief Executive Officer and Managing Director of the Company. Prior to his elevation to the position of Chief Executive Officer and Managing Director of the Company on October 6, 2009, he held the office of the Chief Operating Officer and Executive Director of the Company from September 6, 2008. He joined the Company in 1987 and has held several key positions within the Company. He chairs the Board of several Tata companies and is also a Director of the Reserve Bank of India. Mr."
+"Chandrasekaran is recipient of several awards and recognition in business and academic communities. # Annual Report 2016-17 Further details of Mr. N. Chandrasekaran have been given in the Annexure to this Notice. The Board commends the Resolution at Item No.5 of the accompanying Notice for the approval by the Members of the Company. Except Mr. N. Chandrasekaran, Mr. N. Ganapathy Subramaniam, and their relatives, none of the Directors and Key Managerial Personnel of the Company and their respective relatives is concerned or interested, in the Resolution set out at Item No. 5 of the Notice. # Item Nos. 6 and 7 The Board of Directors, at its meeting held on January 12, 2017 appointed Mr. Rajesh Gopinathan, as an Additional Director of the Company with effect from February 21, 2017. The Board, at the same meeting, has elevated him from the position of the Chief Financial Officer to the position of the Chief Executive Officer and Managing Director (""CEO & MD"") of the Company effective the same date, for a period of five years, subject to the approval of the Members. His appointment has been recommended by the Nomination and Remuneration Committee. The Audit Committee has approved the terms and conditions of his appointment, as he, being a key managerial personnel, is a related party as per Section 2(76) of the Act. As per the provisions of Section 161(1) of the Act, he holds office of Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit. Prior to his elevation to the position as the CEO & MD, he held the office of the Chief Financial Officer of the Company from February 10, 2013. He has held several key positions within the Company and has played a key role in helping the Company become a US$ 17.6 billion global company. Mr. Rajesh Gopinathan joined Tata Consultancy Services in 2001 from Tata Industries, and worked to drive TCS' newly established e-business unit in the United States. He was also involved in the design, structure and implementation of the new organizational structure and operating model of the Company. He has worked on multiple assignments with Tata companies as part of the Tata Strategic Management Group since 1996. In 2014 he was awarded the ""Young Alumni Achiever's Award"" under ""Corporate Leader"" category by IIM, Ahmedabad. Further details of Mr. Rajesh Gopinathan have been given in the Annexure to this Notice. # The main terms and conditions of appointment of Mr. Rajesh Gopinathan (hereinafter referred to as ""CEO & MD"") are given below: # A. Tenure of Appointment: The appointment as CEO & MD is for a period of five years with effect from February 21, 2017. # B. Nature of Duties: The CEO & MD shall devote his whole time and attention to the business of the Company and shall perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and direction of the Board in connection with and in the best interests of the business of the Company and the business of one or more of its associated companies and/ or subsidiaries, including performing duties as assigned to the CEO & MD from time to time by serving on the Boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company. 09 Notice # C. Remuneration: # a. Basic Salary: Current Basic Salary of ₹7,50,000 per month; up to a maximum of ₹15,00,000 per month. The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the Nomination and Remuneration Committee (""NRC"") and the Audit Committee and will be performance-based and take into account the Company's performance as well, within the said maximum amount. # b. Benefits, Perquisites, and Allowances: Details of Benefits, Perquisites and Allowances are as follows: 1."
+"Rent-free residential accommodation (partly furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g., gas, electricity, and water charges) for the said accommodation or house rent, house maintenance and utility allowances aggregating 85% of the Basic Salary (in case residential accommodation is not provided by the Company). 2. Hospitalisation and major medical expenses, Car facility, Telecommunication facility and Housing loan facility as per Rules of the Company. 3. Other perquisites and allowances given below subject to a maximum of 55% of the Basic Salary; this shall include medical allowance, leave travel concession / allowance and other allowances / personal accident insurance / club membership fees. 4. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. 5. Leave and encashment of unavailed leave as per the Rules of the Company. # c. Commission: File: AR_TCS_2016_2017.md In addition to Salary, Benefits, Perquisites and Allowances, the CEO & MD would be paid such remuneration by way of Commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the CEO & MD will be based on his performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the annual accounts have been approved by the Board. # D. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the CEO & MD, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites, Allowances and Commission subject to further approvals as required under Schedule V of the Act, or any modification(s) thereto. # E. Other terms of Appointment: The CEO & MD shall enter into an agreement, containing, inter alia, the following terms: 1. The CEO & MD shall not become interested or otherwise concerned, directly or through his spouse and / or children, in any selling agency of the Company. 2. The terms and conditions of the appointment of the CEO & MD may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the CEO & MD, subject to such approvals as may be required. 3. The Agreement may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu thereof. 4. The employment of the CEO & MD may be terminated by the Company without notice or payment in lieu of notice: 1. if the CEO & MD is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which he is required to render services; or # Annual Report 2016-17 b. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the CEO & MD of any of the stipulations contained in the Agreement. v. Upon the termination by whatever means of the CEO & MD's employment: - a. the CEO & MD shall immediately cease to hold offices held by him in any holding company, subsidiaries or associated companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and unless the Board of Directors of the Company decide otherwise, shall resign as trustee of any trusts connected with the Company; - b. the CEO & MD shall not without the consent of the Company, at any time thereafter represent himself as connected with the Company or any of the subsidiaries or associated companies. vi. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the CEO & MD, unless specifically provided otherwise. vii. The terms and conditions of appointment of the CEO & MD also include clauses pertaining to adherence with the Tata Code of Conduct and maintenance of confidentiality. viii."
+"If and when the Agreement expires or is terminated for any reason whatsoever, the CEO & MD will cease to be the CEO & MD, and also cease to be a Director. If at any time, the CEO & MD ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the CEO & MD, and the Agreement shall forthwith terminate. However, the Board may at its discretion decide that CEO & MD shall continue as Director of the Company. In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with Schedule V to the Act, the terms of appointment and remuneration of the CEO & MD as specified above are now being placed before the Members for their approval. The Board commends the Resolutions at Item Nos. 6 and 7 for approval by the Members. Except Mr. Rajesh Gopinathan and his relatives, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives is concerned or interested, in the Resolutions set out at Item Nos. 6 and 7 of the Notice. Item Nos. 8 and 9: The Board of Directors, at its meeting held on January 12, 2017 appointed Mr. N. Ganapathy Subramaniam, as an Additional Director of the Company with effect from February 21, 2017. The Board, at the same meeting, has also appointed him as the Chief Operating Officer and Executive Director (""COO & ED"") of the Company effective the same date, for a period of five years, subject to the approval of the Members. His appointment has been recommended by the Nomination and Remuneration Committee. The Audit Committee has also approved the terms and conditions of his appointment, as he, being the brother of Mr. N. Chandrasekaran, is a related party as per Section 2(76) of the Act. As per the provisions of Section 161(1) of the Act, he holds office of Additional Director only up to the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit. Mr. N. Ganapathy Subramaniam was elevated to the role of COO & ED on February 21, 2017. Prior to taking over the COO's role, he served as the President, Financial Services, a strategic business unit of the Company. In that role, he was responsible for steering the non-linear growth strategies, Products and Platform business of the Company for over five years. In steering TCS Financial Solutions, he led the Company's efforts in launching a suite of products for Banking, Capital Markets and Insurance domains - TCS BaNCS, many of which have become world class solutions used by major financial institutions globally. He has held many key leadership positions in the Company across Client Delivery, Business Development, integration of businesses and Product Development. He has been a part of the Company and the Indian IT Industry for the past 35 years and has in-depth knowledge on technology trends and systems policies of leading corporations. Mr. N. Ganapathy Subramaniam holds Master's in Mathematics from University of Madras and has attended various programs including the Executive program for Growing Companies at Stanford University. # 11 Notice Further details of Mr. N. Ganapathy Subramaniam have been given in the Annexure to this Notice. # The main terms and conditions of appointment of Mr. N. Ganapathy Subramaniam (hereinafter referred to as ""COO and ED"") are given below: # A. Tenure of Appointment: The appointment as COO & ED is for a period of five years with effect from February 21, 2017. # B."
+"Nature of Duties: The COO & ED shall devote his whole time and attention to the business of the Company and shall perform such duties as may be entrusted to him by the Chief Executive Officer and Managing Director of the Company and/or the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and direction of the Board in connection with and in the best interests of the business of the Company and the business of one or more of its associated companies and/or subsidiaries, including performing duties as assigned to the COO & ED from time to time by serving on the Boards of such associated companies and/or subsidiaries or any other executive body or any committee of such a company. # C. Remuneration: # a. Basic Salary: Current Basic Salary of `7,00,000 per month; up to a maximum of `12,00,000 per month. The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the Nomination and Remuneration Committee (""NRC"") and will be performance-based and take into account the Company's performance as well, within the said maximum amount. # b. Benefits, Perquisites, and Allowances: Details of Benefits, Perquisites, and Allowances are as follows: 1. Rent-free residential accommodation (partly furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g., gas, electricity, and water charges) for the said accommodation or house rent, house maintenance and utility allowances aggregating 85% of the Basic Salary (in case residential accommodation is not provided by the Company). 2. Hospitalisation and major medical expenses, Car facility, Telecommunication facility and Housing loan facility as per Rules of the Company. 3. Other perquisites and allowances given below subject to a maximum of 55% of the Basic Salary; this shall include medical allowance, leave travel concession / allowance and other allowances / personal accident insurance / club membership fees. 4. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. 5. Leave and encashment of unavailed leave as per the Rules of the Company. # c. Commission: In addition to Salary, Benefits, Perquisites and Allowances, the COO & ED would be paid such remuneration by way of Commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the COO & ED will be based on his performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the annual accounts have been approved by the Board. # Annual Report 2016-17 # D. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the COO & ED, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites, Allowances and Commission subject to further approvals as required under Schedule V of the Act, or any modification(s) thereto. # E. Other terms of Appointment: The COO & ED shall enter into an agreement, containing, inter alia, the following terms: 1. The COO & ED shall not become interested or otherwise concerned, directly or through his spouse and / or children, in any selling agency of the Company. 2. The terms and conditions of the appointment of the COO & ED may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the COO & ED, subject to such approvals as may be required. 3. The Agreement may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu thereof. 4. The employment of the COO & ED may be terminated by the Company without notice or payment in lieu of notice: 1."
+"if the COO & ED is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which he is required to render services; or 2. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the COO & ED of any of the stipulations contained in the Agreement. 5. Upon the termination by whatever means of the COO & ED's employment: 1. the COO & ED shall immediately cease to hold offices held by him in any holding company, subsidiaries or associated companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and unless the Board of Directors of the Company decide otherwise, shall resign as trustee of any trusts connected with the Company; 2. the COO & ED shall not without the consent of the Company, at any time thereafter represent himself as connected with the Company or any of the subsidiaries or associated companies. 6. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the COO & ED, unless specifically provided otherwise. 7. The terms and conditions of appointment of the COO & ED also include clauses pertaining to adherence with the Tata Code of Conduct, and maintenance of confidentiality. 8. If and when the Agreement expires or is terminated for any reason whatsoever, the COO & ED will cease to be the COO & ED, and also cease to be a Director. If at any time, the COO & ED ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the COO & ED, and the Agreement shall forthwith terminate. However, the Board may at its discretion decide that COO & ED shall continue as Director of the Company. In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with Schedule V to the Act, the terms of appointment and remuneration of the COO & ED as specified above are now being placed before the Members for their approval. The Board commends the Resolutions at Item Nos. 8 and 9 for approval by the Members. Except Mr. N. Ganapathy Subramaniam, Mr. N. Chandrasekaran and their relatives, none of the Directors and Key Managerial Personnel of the Company and their respective relatives is concerned or interested, in the Resolutions set out at Item Nos. 8 and 9 of the Notice. # 13 Notice # Item No.10 The Company has branches outside India and may also open / acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches. The Members are requested to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration. The Board commends the Resolution at Item No. 10 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs is concerned or interested in the Resolution set out at Item No. 10 of the Notice. By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Global Treasury Head and Company Secretary Mumbai, April 18, 2017 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: investor.relations@tcs.com Website: www.tcs.com # Notice 14 # Annual Report 2016-17 # Details of Directors seeking Appointment/ Re-appointment at the Annual General Meeting |Particulars|Ms. Aarthi Subramaniam|Mr. N. Chandrasekaran|Mr. Rajesh Gopinathan|Mr. N. Ganapathy Subramaniam| |---|---|---|---|---| |Date of Birth (Age)|June 26, 1967 (49 years)|June 2, 1963 (53 years)|August 13, 1971 (45 years)|May 20, 1959 (57 years)| |Date of Appointment|March 12, 2015|February 21, 2017|February 21, 2017|February 21, 2017| |Qualifications|nB. Tech in Computer Science nMaster's Degree in Engineering Management|nBachelor's Degree - Applied Science nMaster's Degree - Computers|nMBA - IIM, Ahmedabad nEngineer, Regional Engg."
+"College, Trichy|nMaster's Degree in Mathematics| |Expertise in specific functional areas|Wide experience in Information Technology|Wide experience in Information Technology|Wide experience in Information Technology|Wide experience in Information Technology| |Directorships held in other public companies (excluding foreign companies and Section 8 companies)|Nil|nTata Sons Limited nTata Steel Limited nTata Motors Limited nThe Indian Hotels Company Limited nThe Tata Power Company Limited|Nil|nTata Elxsi Limited| |Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee.)|Nil|Nil|Nil|Nil| |Number of shares held in the Company|2,800|88,528|1,130|98,880| Note: For other details such as number of meetings of the Board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of the above directors please refer to the Board's Report and the Corporate Governance Report. # 15 Notice # Route Map to the AGM Venue Venue: Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400020 Landmark: Next to Bombay Hospital Date & Time: Friday June 16, 2017 at 3.30 p.m. Distance from Chhatrapati Shivaji Terminus: 2 km Distance from Churchgate Station: 1 km Distance from Marine Lines Station: 0.8 km # ATTENDANCE SLIP (To be presented at the entrance) I/ We hereby record my/our presence at the 22 Annual General Meeting (AGM) of the Company on Friday, June 16, 2017 at 3:30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. |Folio No.|DP ID No.|Client ID No.| |---|---|---| |Name of the Member|Signature|Signature| |Name of the Proxyholder|Signature|Signature| 1. Only Member / Proxyholder can attend the Meeting. 2. Member / Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting. # PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] |Name of the Member(s)|_________________________________________________________________________________________________|_________________________________________________________________________________________________| |---|---| |Registered address|_____________________________________________________________________________________________________|_____________________________________________________________________________________________________| |E-mail Id|Folio No. / Client ID No.|DP ID No.| |__________________________|___________________________|___________________________| I / We, being the member(s) of ____________________ Shares of Tata Consultancy Services Limited, hereby appoint 1. Name: ___________________________________________________________________ E-mail Id: ____________________________________ Address: _______________________________________________________________________________________________________________ Signature: ________________________________________________ 2. or failing him/her Name: ___________________________________________________________________ E-mail Id: ____________________________________ Address: _______________________________________________________________________________________________________________ Signature: ________________________________________________ 3. or failing him/her Name: ___________________________________________________________________ E-mail Id: ____________________________________ Address: _______________________________________________________________________________________________________________ Signature: ________________________________________________ as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the twenty-second AGM of the Company to be held on Friday, June 16, 2017 at 3:30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below. # Resolution 1. To receive, consider and adopt: 1. the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2016 -17. 3. To appoint a Director in place of Ms. Aarthi Subramanian who retires by rotation and, being eligible, offers herself for re-appointment. 4. Appointment of Statutory Auditors of the Company. 5. Appointment of Mr. N Chandrasekaran as a Director of the Company. 6. Appointment of Mr. Rajesh Gopinathan as a Director of the Company. 7. Appointment of Mr. Rajesh Gopinathan as Chief Executive Officer and Managing Director of the Company. 8. Appointment of Mr. N. Ganapathy Subramaniam as a Director of the Company. 9. Appointment of Mr. N. Ganapathy Subramaniam as Chief Operating Officer and Executive Director of the Company. 10. Appointment of Branch Auditors. Signed this ................day of ......................... 2017 Signature of Shareholder ................................................................................................................ Signature of Proxyholder(s)................................................................................................ Stamp # NOTES: 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, not less than 48 hours before the commencement of the Meeting. 2. Those Members who have multiple folios with different joint holders may use copies of this Attendance slip/ Proxy. File: AR_TCS_2017_2018.md # TATA TCSISE/68/2018-19 # TCS/ SE /68 / 2018-19 June 20, 2018 # National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Mumbai # BSE Limited P.J."
+"Towers, Dalal Street, Mumbai Kind Attn: Manager, Listing Department Kind Attn: General Manager, Department of Corporate Services Symbol: TCS Scrip Code No. 532540 (BSE) # Dear Sirs, # Sub: Annual Report 2017-18 Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company for the financial year 2017-18 approved and adopted by the members as per the provisions of the Companies Act, 2013, at the 23rd Annual General Meeting of the Company held on Friday, June 15, 2018 at 3.30 p.m. and concluded at 6.50 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020. The above is also uploaded on the Company's website. Thanking you, Yours faithfully, For Tata Consultancy Services Limited Rajendra Mobolkar Company Secretary # Encl: As above # cc: 1. National Securities Depository Limited 2. Central Depository Services (India) Limited 3. TSR DARASHAW Limited Trade World, 4th Floor, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai 400 013 6-10 Haji Moosa Patrawalla Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 # TATA CONSULTANCY SERVICES Tata Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 Email: corporate.office@tcs.com Website: www.tcs.com Corporate Identification No: (CIN): L22210MH1995PLC084781 # TATA CONSULTANCY SERVICES # DAWN OF BUSINESS # 4 YEARS OF INNOVATION AND GROWTH Annual Report 2017-18 NO_CONTENT_HERE # Contents |Board of Directors|02| |---|---| |Management Team|03| |Letter from the Chairman|04| |Letter from the CEO|06| |Performance Highlights|09| |The Year Gone by|10| |Marching ahead with our Brand|13| |Business 4.0|14| |Reimagining Cancer Care|24| |Notice|25| |Directors' Report|34| |Management Discussion and Analysis|60| |Corporate Governance Report|74| |Corporate Sustainability Report|93| |Business Responsibility Report|100| |Awards and Accolades|105| # Consolidated Financial Statements |Independent Auditor's Report|106| |---|---| |Consolidated Balance Sheet|110| |Consolidated Statements of Profit and Loss|111| |Consolidated Statements of Changes in Equity|112| |Consolidated Statements of Cash Flows|113| |Notes forming part of the Consolidated Financial Statements|114| # Unconsolidated Financial Statements |Independent Auditor's Report|164| |---|---| |Balance Sheet|170| |Statements of Profit and Loss|171| |Statements of Changes in Equity|172| |Statements of Cash Flows|173| |Notes forming part of the Financial Statements|174| |Statement under section 129 of the Companies Act, 2013 relating to Subsidiary Companies|218| # Glossary Glossary 220 # Dawn of Business The fourth industrial revolution is underway, driving the confluence of the physical, digital, and biological worlds. Rapid breakthroughs in digital technologies are reshaping industries and a new generation of agile organizations are evolving - embracing automation, robotics and artificial intelligence. # Board of Directors |Seated from left to right|Seated from left to right|Standing from left to right|Standing from left to right| |---|---| |R Sommer|Independent Director|N G Subramaniam|Chief Operating Officer & Executive Director| |Aarthi Subramanian|Director|O P Bhatt|Independent Director| |N Chandrasekaran|Chairman|A Mehta|Independent Director| |Rajesh Gopinathan|Chief Executive Officer & Managing Director|P K Khosla|Independent Director| |C M Christensen|Independent Director|V Thyagarajan|Independent Director| # Management Team # Corporate |Rajesh Gopinathan|N G Subramaniam|Ramakrishnan V|Ajoyendra Mukherjee| |---|---|---|---| |Chief Executive Officer & Managing Director|Chief Operating Officer & Executive Director|Chief Financial Officer|Global Head Human Resources| |Ravi Viswanathan|K Ananth Krishnan|Vishwanathan Iyer|Rajendra Moholkar| |Chief Marketing Officer|Chief Technology Officer|Global Head Legal & Corporate Affairs|Company Secretary| # Business Heads |Surya Kant|Krishnan Ramanujam|K Krithivasan|Pratik Pal| |---|---|---|---| |North America, UK & Europe|Business and Technology Services|Banking, Financial Services and Insurance|Retail, Travel & Consumer Products| |Kamal Bhadada|Debashis Ghosh|Milind Lakkad|Suresh Muthuswami| |Communication, Media & Information Services|Life Sciences, Healthcare and Public Services|Manufacturing|BFSI Platforms| Management Team | 03 # Letter from the CHAIRMAN Dear Stakeholder, It is my privilege to write to you on this occasion as we celebrate the 50th anniversary of the birth of TCS, as well as the 150th anniversary of the founding of the Tata Group. It is a matter of immense pride that today, 50 years later, your Company is one of the largest IT service-providers globally, a trusted partner to so many Fortune 500 corporations in their digital transformation journeys, and counted among the top three IT services brands globally. TCS is an inspiring story of a successful technology start-up. Over the past five decades, your Company has emerged from each cycle of technology change - from mainframes to the digital era - stronger, with bigger footprints across markets with more capabilities, solutions and customers. It has seeded and opened up new markets in Latin America, Europe, China and Japan for the industry."
+"It has built an industry-wide ecosystem of students and academic institutions to develop new capabilities and innovations on a continuous basis. As technology is infused into every aspect of business and society today, its power to disrupt has only magnified the process of creative destruction. Against this backdrop, your Company's strong growth and customer impact over the last five decades in a dynamic global industry to emerge as a leader in its field is a worthy achievement. What has helped your Company sustain its journey has been its strong value systems, its ability to always put the customer at the center of its strategy and a never-ending desire to collaborate and learn. What also stands out are the employees who have made this possible with their strong customer focus, agile mindset and a strong performance ethic. TCS has invested in the right capabilities, at the right time, and at scale; helping it to stay relevant to customers through every period of technology change. Empowering employees and helping them realize their potential has resulted in an entrepreneurial, innovative, and agile organization. TCS has also inspired trust in all its stakeholders by delivering an experience of certainty in everything it does. I believe that longevity is not an end in itself but an opportunity for your Company to make a sustainable impact on society by aligning the interests of the organization with those of all our stakeholders. TCS has been pursuing a very well thought out, global Corporate Social Responsibility program with measurable outcomes in sectors like education, healthcare and the environment. In every community that TCS touches, it has been a force of good, creating skills and well-paying jobs that boost the local economies, promoting health and 04 | Letter from the Chairman wellness of its constituents as well as driving environmental sustainability. Our efforts in many parts of the world to reduce the inequities caused by the digital skill divide, and to build future generations of digitally savvy individuals, are scaling up very well. All this, and the structured volunteering programs offered to employees have imbued a higher sense of purpose in the organization. The onset of digital technologies is very different from prior technology changes, and is having a far more profound impact on businesses and entire industries, triggering very deep-rooted transformations that will play out over the next few years. The changes we are seeing are a direct outcome of the explosion of data in the last few years. Leading organization of the last many years were renowned for their process maturity, today's winners will be decided by their data maturity. Forward thinking enterprises have been investing over the last few years to harness the abundance of data within the enterprise and outside, to design products and experiences that are highly personalized for their customers. They will rely ever more on strategic partners like TCS, who possess a deep contextual knowledge of their business, and a full range of technology capabilities. Your Company's strategic and early investments in Digital have positioned it well to benefit from the immense opportunities that lie ahead. On behalf of the Board of Directors of Tata Consultancy Services, I want to thank you for your continued trust, confidence, and support. Warm regards, N Chandrasekaran Chairman # Letter from the Chairman | 05 # Letter from the CEO Dear Stakeholder, It is my privilege to be writing to you from this desk on completion of 50 years since our inception. TCS was established on April 1, 1968, and over the last five decades, your company benefited from the vision of three outstanding leaders - F C Kohli, S Ramadorai and N Chandrasekaran. Each of these leaders was instrumental in taking the organization to the next level, and each left a distinctive imprint on the company. Our values, entrepreneurial agility, customer-centricity, and social responsibility - all of which define who we are and how we got here, are direct outcomes of their vision and leadership. Following in their footsteps and building upon the accomplishments of these giants is humbling, and inspirational. Coming to the present, it has been a full year after our leadership transition. I am happy to report that it has been a very stable and seamless experience for all our stakeholders. I want to take this opportunity to thank our Chairman, Chandra, for his continuous guidance and support in helping us through this tough and crucial year."
+"His effortless combination of ensuring that I had all the support he could give, and all the space I need, was the single biggest driver for your company's successful transition into the new management structure. I also want to highlight the unique culture and value system of the senior management team at TCS. They accepted and adopted the change in leadership wholeheartedly and worked relentlessly to make it a success. It is a matter of great joy and pride for me that during this transition year, each and every member of our leadership team stood steadfast by your company. The last year saw a steady acceleration on a path that we were already on, and we used the opportunity to make some incremental changes. We refocused the organization on the market opportunity presented by four big themes: Intelligence, Agility, Automation and Cloud, and reorganized the teams to align with these themes. # Letter from the CEO In FY 2018, your Company delivered a reported revenue of 123,104 crore, growing 4.4% over the prior year, which is 6.7% growth in constant currency terms. On a constant currency basis, barring BFSI which grew 3.2% and Retail & CPG which grew 1.5%, we had very strong growth in the other six industry verticals, averaging 13.2% in aggregate. Growth was led by Energy and Utilities which grew 26.8%, Travel and Hospitality which grew 22.4%, Life Sciences & Healthcare which grew 11.9% and Communications & Media which grew 11.6%. In terms of our markets, growth was led by Continental Europe which grew 19.1% in constant currency, UK which grew 8.6%, Latin America which grew 7.8% and India which grew 6.9%. Operating margin was 24.8%, which was flattish year on year, on a currency-adjusted basis. Net profit was 25,826 crore, a net margin of 21%. In keeping with our shareholder friendly capital allocation policy, the Board has recommended a final dividend of 29 for the year, bringing the total dividend payout for the year to 50 per share. The Board has also recommended a bonus issue in the ratio 1:1. # Business 4.0 Mid-year, we articulated our Business 4.0 thought leadership framework that allows enterprises to leverage digital technologies to further their growth and transformation agendas. The defining attributes of successful enterprises in the Business 4.0 world are their ability to mass personalize the customer experience - sometimes at a very granular, transactional level; actively leverage ecosystems and embrace risk to deliver exponential value. They are agile, intelligent, automated and on the cloud. At the core of Business 4.0 is a shift in mind-set, from optimizing the use of scarce resources to harnessing the technology-enabled abundance of talent, compute power, storage, and market reach. During the year, we revamped our services portfolio substantially, in tune with our Business 4.0 vision and evolving buying behaviours in the market. This is further strengthening our engagement with other stakeholders in our customers' organizations - like the CMO, COO, CFO and other CXOs, in addition to the CIOs and CTOs that we have traditionally worked with. FY 2018 saw many of our customers embark on the refurbishment of their core. With our contextual knowledge, domain expertise, depth in digital and intellectual property, we have been their preferred partner in these strategic initiatives. We signed several mega deals that are industry-defining in nature. Our Business 4.0 framework is resonating very well with our customers across every industry vertical, and guiding their transformational journeys. Their digital transformation is proceeding at three levels: the digital core, the intelligence layer and the experience layer. While popular attention has been on the latter two, the transformation of the core is a much larger, more complex, and riskier undertaking - and yet, that is the most critical program without which many of the digital initiatives simply can't progress further. FY 2018 saw many of our customers embark on the refurbishment of their core. With our contextual knowledge, domain expertise, depth in digital and intellectual property, we have been their preferred partner in these strategic initiatives. We signed several mega deals that are industry-defining in nature. Whether it was the largest Internet of Things (IoT) deal that we signed with Rolls Royce, or the deal with Transamerica to replace their fragmented, legacy core with a modern, cloud-based digital platform - the largest contract signed by TCS till date - these are all examples of progressive organizations embracing digital transformation at their core."
+"Unlike the large deals of the past which were large in scale, but were mostly homogeneous in terms of the services sold, the large deals we are now signing are very large in scope as well, leveraging the full spectrum of our capabilities. That makes them very difficult for others to replicate, and strengthens our competitive positioning. Revenue from digital engagements accounted for 21.2% of our revenue in FY 2018 and grew 35.3% year on year. # Letter from the CEO Another important proof point of our participation in our customers' Business 4.0 spend is the steady increase in the number and size of the digital assignments they give us, resulting in increased share of wallet. At an aggregate level, this is evident from the client metrics where we see a strong progression of customers into higher revenue buckets on a quarterly as well as annual basis. For the full year, we added 3 more clients in the $100 Mn+ revenue band bringing the total to 38, 13 more clients in the $50 Mn+ revenue band, 17 more in the $20 Mn+ band and 40 more in the $10 Mn+ band. # Research and Innovation Much of the Business 4.0 spending by customers is around leveraging technology to innovate and gain competitive advantage. Our continued investments in Research and Innovation, and in building intellectual property, have further strengthened our transformational credentials. Many of our earlier research and innovation programs, now monetized into successful platforms and solutions - such as the TCS Connected Universe Platform, ignio™ and Optumera™ - performed very well this year and helped differentiate TCS. TCS built an Open Banking API Framework to help banks accelerate their digital transformation journey. The AI offerings developed by our R&I teams in the areas of conversational systems and natural language processing (NLP) were successfully deployed internally in TCS for employee engagement. We continue to invest in research in cutting edge areas in computational sciences - covering NLP, machine learning, deep learning and data marketplaces, materials engineering, behavioural sciences and bio-sciences - particularly in genome interpretation for personalization of medicine and developing biomarkers for early detection of diseases. In addition to the research and innovation that happens within TCS, we also leverage the innovation taking place in the start-up ecosystem through the TCS Co-Innovation Network or COIN. The program has now expanded its start-up connects to over 3000 start-ups in key innovation hubs in America, UK, Europe, Asia and Australia. The TCS Research Scholarship Program is now in its fourteenth cycle, covering 261 PhD scholars across 33 institutes across India. 67 individuals have obtained their PhD through this program. TCS Researchers presented 250+ papers in premier conferences. Your Company has filed more than 3,900 patent applications to date, with 522 filings in FY 2018. It has been granted 654 patents as of March 31, 2018. At the end of FY 2018, while we continue to hire talent from outside, we have doubled down on investing in internal talent development at scale, empowering individuals to acquire skills that will keep them relevant in an evolving technology landscape. In FY 2018, over 247,000 employees were trained in digital technologies, resulting in them gaining over 861,000 digital competencies. Our workforce continues to be young, dynamic and diverse. Women make up 35.3% of our workforce. We continue to attract, retain, and engage top notch talent across the world. For the third consecutive year, TCS was recognized as a Global Top Employer by the Top Employer Institute, and as one of the Best Employers globally in the Forbes 2000 list. The most gratifying validation of our employee-friendly practices however, is the best-in-class retention rate we continue to enjoy. In FY 2018, our attrition rate in the IT Services segment was 11%; once again, the lowest in the industry. # Beyond Business TCS and TCSers continue to make a big difference to every community we touch, across the world. In FY 2018, TCSers volunteered over 570,000 hours for worthy social and environmental causes in their respective communities. Our various CSR programs - be it the Adult Literacy Program and BridgeIT in India, or goIT and related programs to encourage STEM education and careers among students in North America and elsewhere, are scaling up nicely and making a difference, and estimated to have benefited over 900,000 people across the world."
+"The cutting edge work we do for our customers, our best-in-class service quality, our reputation as a best employer, our award winning Investor Relations program, our sponsorship of various high profile marathons and other marketing efforts including the #digitalempowers campaign, have all gone towards elevating our brand and putting us firmly among the top 3 brands in IT services globally. In FY 2018, TCS was the fastest growing brand by value, crossing the $10 Bn mark and growing 14.4% year on year. Looking forward, we only see greater opportunity ahead, as businesses become more technology-intensive and depend more on technology to drive competitive differentiation. Our agility, core attributes and belief systems which have ensured our success over the last fifty years will continue to help us benefit from each new wave of technology change, and create ever more value for our stakeholders. I thank you all for your continued support and encouragement. Best regards, Rajesh Gopinathan Chief Executive Officer & Managing Director TCS' culture and people practices continue to differentiate us from the rest. We firmly believe that there are no legacy people, only legacy technologies. TCS had 394,998 employees. # Performance Highlights # Revenue Trend | |FY14|FY15|FY16|FY17|FY18| |---|---|---|---|---|---| |Revenue|94,648|108,646|117,966|123,104| | # Client Metrics |$100 Mn+ Clients|n|97| |---|---|---| |$50 Mn+ Clients|nn|84| | |73| | | |68| | | |53| | | |37| | | |37| | | |35| | | |38| | | |24| | | |29| | | |29| | # Operating Profit Trend | |FY14|FY15|FY16|FY17|FY18| |---|---|---|---|---|---| |Operating Profit|23,808|25,424|30,324|30,502| | |Operating Margin|26.9%|26.5%|29.1%|25.7%|24.8%| # Earnings per share | |FY14|FY15|FY16|FY17|FY18| |---|---|---|---|---|---| |Amount in `|97.67|111.87|123.18|134.19|133.41| # Cash usage | | | | | |n|Shareholder payouts| | | |---|---|---|---|---|---|---|---|---| | | | | | |n|Invested Funds| | | | | | | | |n|Acquisitions, etc|27.7%| | | | | | | |n|Capex|0.7%| | | | | | | | | | |61.3%| | | | | | | | |10.3%| | # Cash flow from operating activities | |FY14|FY15|FY16|FY17|FY18| |---|---|---|---|---|---| |Amount in ` crore|14,751|19,109|19,369|25,067|25,223| # Shareholder payouts | |FY14|FY15|FY16|FY17|FY18| |---|---|---|---|---|---| |nn Dividends|7,058|8,922|10,206|11,071|16,000| |n Special Dividends| | | | | | |n Buyback| | | | | | # Notes # The Company transitioned into Ind AS with effect from April 1, 2015. The IFRS operating profit being in line with the Ind AS operating profit, IFRS numbers have been considered for prior years for continuity purpose in the above chart instead of the Indian GAAP numbers that were actually reported in those financial years. Also note that FY 2015 numbers exclude a one-time employee reward of ` 2,628 crore paid by the Company. * Indian GAAP numbers have been reported in FY 2014 and FY 2015 for Earnings per Share and Cash flows from operating activities, and Ind AS reported numbers have been used thereafter. # Performance Highlights | 09 # The Year Gone by # Q4 Named among the Top 3 brands in the IT Services sector globally by Brand Finance. Additionally, TCS' brand value crossed the $10 Bn mark in 2017, and was the fastest growing brand by value, up 14.4% year on year, in contrast to the largely stagnant valuation of the sector as a whole. TCS showcased its #digitalempowers campaign at the World Economic Forum to show how technology can reduce societal inequities. Ranked #1 in Europe for customer satisfaction for the fifth consecutive year by Whitelane Research, based on a survey of 1,600 CXOs across 13 countries. In the country rankings, TCS topped the list in Germany, Belux, Netherlands, Switzerland, and the Nordics. Sectorwise, TCS topped in the Financial Services and Manufacturing sector. Recognized as a Top Employer globally for the third consecutive year by the Top Employer Institute. In addition, TCS was named the Top employer in 27 countries, across North America, Europe, Asia Pacific, Latin America and the Middle East. TCS, a longstanding strategic partner of the World Economic Forum, hosted an exclusive private reception at Davos, attended by 500+ global leaders from business, government, academia, media and civil society. At the event, TCS highlighted insightful stories from the #DigitalEmpowers campaign to show how technology could help create a more inclusive society. The event also celebrated 150 years of proud history of the Tata Group. Selected as the Principal Technology Partner by Marks & Spencer in their Digital-First retail transformation program. TCS will transition M&S to a new Technology Operating Model, which embraces the agile mind-set to transform business and IT strategy, aligned with rapid technology innovation to meet fast changing business priorities."
+"Transamerica awarded TCS a multi-year, $2+ Billion contract to digitally transform its Life and Annuities business to service more than 10 million policies using TCS BaNCS Insurance, an integrated cloud-based single instance, multi-tenant platform. # Q3 BNP Paribas Securities partnered with TCS to implement the Quartz blockchain solution for capturing and storing corporate actions information, making it one of the earliest adopters of blockchain technology in its operations. The TCS-built platform's built-in security ensures that the information is tamper-proof, resistant to node failure and recoverable. TCS senior executives rang the Opening Bell at the Toronto Stock Exchange to celebrate the partnership between TCS and the TMX Group which selected the TCS BaNCS for Market Infrastructure platform to overhaul its clearing and settlement business technology. The Tata Innovation Center was inaugurated on Cornell Tech's Roosevelt Island campus, funded by a $50 Mn investment by TCS to drive applied research and collaboration between Cornell, industry and the startup ecosystem in emerging areas including human machine interaction, and cyber security. Announced a $50 Mn+ Internet of Things digital transformation partnership with Rolls-Royce - the largest digital deal signed till date. This digital transformation for Rolls-Royce will be supported by TCS' Connected Universe Platform, a platform-as-a-Service (PaaS) offering that accelerates the development and deployment of Internet of Things (IoT) applications. Won two awards in the Forbes 2017 Global 2000 list, as one of the Top Regarded Companies and as one of the World's Best Employers. # TCS BaNCS TCS BaNCS THE MARKET IS OPEN N Ganapathy Subramaniam, Surya Kant and other senior leaders from TCS rang the opening bell at the Toronto Stock Exchange The Year Gone by | 11 # Q2 File: AR_TCS_2017_2018.md Secured a 15 year partnership with Scottish Widows, Lloyds Banking Group's Life and Pensions business to provide end-to-end policy administration services for 4 million heritage customers. Recognized in the Fortune annual list of the Top 50 Companies that Changed the World, as one of the world's most notable brands whose businesses are helping to address numerous societal challenges and ultimately 'do well by doing good.' Additionally, TCS was included in the Global Dow Jones Sustainability Index (DJSI) for the fifth consecutive year, and in FTSE4Good's Emerging Index. Zions Bancorporation's Consumer Lending business went live on TCS BaNCS for Core Banking. The bank had selected TCS BaNCS after an extensive review of US and global core banking platforms for their 'FutureCore' program which is foundational to their digital transformation objectives: to better leverage data assets to improve the customer experience and to digitize and streamline operations. # Q1 Opened its first Drones Research Lab in the US at its Seven Hills Park Innovation Center in Cincinnati, OH, to address the rapidly expanding demand for drone-based business solutions across industries. The TCS Drones Research Lab - featuring both indoor labs, showcase, warehouse, and outdoor terrain footprints - provides a rapid experimentation and co-innovation environment for customers to build solutions for specific industry problems. Chairman N Chandrasekaran and Chairman Emeritus of Tata Sons, Ratan Tata, flank the Dean of CMU at the ground breaking ceremony of the new TCS Hall. Recognized as among the top two job creators in the US in the IT Services sector in the last five years, hiring more than 12,500 employees between 2012 and 2016, according to a study by The Cambridge Group. TCS was ranked Number One in terms of US employee growth during that period. Completed the `16,000 crore share buyback at `2,850 a share through the tender offer route, extinguishing 5.6 crore equity shares, representing 2.85 per cent of its total equity. Selected by one of Europe's largest utilities companies, Swedish state-owned Vattenfall, as a strategic partner in a managed services engagement to provide IT services across Sweden, Germany and the Netherlands, and help it make its operations more flexible and agile. Reorganized its service practices and launching several new service practices addressing the individual elements of the digital stack. The transformed and the new units were consolidated under the Business & Technology Services Unit, comprising (1) Digital Transformation Services (2) Cognitive Business Operations (3) Consulting and Service Integration. Carnegie Mellon University and TCS broke ground for a high-tech global research facility to be built on the CMU campus in Pittsburg. The new TCS Hall will house researchers working on next generation technologies including cognitive systems and autonomous vehicles, and is supported by a $35 million grant from TCS, the largest ever industry donation to CMU."
+"Researchers pose in front of the newly opened Drones Research Lab in Cincinnati, OH. 12 | The Year Gone by # Marching ahead with Our Brand The TCS brand has been built on a solid foundation of trust that we have established with all stakeholders over the last five decades. Today, in its 50th year of operations, TCS is a respected global brand with solid brand equity. Successive surveys have ranked us a leader in customer satisfaction in our key markets; competitive assessments by industry analysts rank us as leaders in new digital technologies; investor polls rank our investor relations program among the best in the region; we are ranked a Global Top Employer, and our community outreach efforts keep winning awards year after year. TCS has been boosting its community outreach and brand awareness across the world by promoting fitness and sponsoring sporting events. In FY 2018, we expanded our brand properties in the APAC region with major new sponsorships in Japan, India and Australia. The company is now the official partner to 10 marathon and running events across the world, in major cities like New York, London, Singapore, Amsterdam, Mumbai and Canberra. Our keynote global events - the TCS Summit, TCS Davos Reception and TCS Innovation Forum have become red letter days on the calendars of C-level executives across the world. Our global brand campaign at the World Economic Forum, #DigitalEmpowers showcases the positive role that digital technologies can play in reducing the inequities in society, and was recognized with 20 major awards this year. We were recognized by Fortune magazine as one of the world's most notable brands that are helping address societal challenges, by being named in their annual list of the Top 50 Companies that Changed the World, Forbes ranked us in their 2017 Global 2000 list as one of the Top Regarded Companies and as one of the World's Best Employers. In a major milestone in our 50th anniversary year, TCS was ranked by BrandFinanceTM as the fastest growing global IT Services Brand in 2018 and joined the exclusive club of brands rated as over US$ 10 billion in brand value. This continues the forward march of our brand in our key markets, including being recognized as a Top 100 brand in the United States, and as a Superbrand in the United Kingdom. # Business # Intelligent, Agile, Automated, and on the Cloud 4.0 # What Business 4.0 means to Global enterprises across Industries TCS is guiding many of its customers through Business 4.0 digital transformations--defining value propositions, creating new business models, winning over new customers, and creating exponential growth. Successful adopters of Business 4.0 will embrace its four primary characteristics. |Delivering|Mass|Personalisation| |---|---|---| |Embracing greater segmentation and responding to individual transactions, customised for a single customer in a single instance.|Embracing greater segmentation and responding to individual transactions, customised for a single customer in a single instance.|Embracing greater segmentation and responding to individual transactions, customised for a single customer in a single instance.| |Harnessing|Abundance| | |Abundance of Capital|Abundance of Capital|Abundance of Capital| |Unimagined pools of capital exist for those organisations that can paint a vision of what the future looks like and have the strength of character and boldness of leadership to execute on that task.|Unimagined pools of capital exist for those organisations that can paint a vision of what the future looks like and have the strength of character and boldness of leadership to execute on that task.|Unimagined pools of capital exist for those organisations that can paint a vision of what the future looks like and have the strength of character and boldness of leadership to execute on that task.| |Abundance of Talent|Leveraging|Ecosystems| |Enormous skilled talent pools can be crowd-sourced and utilised on-demand. Enterprises have to embrace the idea of blurred organisational boundaries, where old definitions of ""who is"" and ""who isn't"" an employee are challenged.|Enormous skilled talent pools can be crowd-sourced and utilised on-demand. Enterprises have to embrace the idea of blurred organisational boundaries, where old definitions of ""who is"" and ""who isn't"" an employee are challenged.|Enormous skilled talent pools can be crowd-sourced and utilised on-demand."
+"Enterprises have to embrace the idea of blurred organisational boundaries, where old definitions of ""who is"" and ""who isn't"" an employee are challenged.| |Rapidly tapping into|the capabilities and|resources of partners| |and competitors|through technology|platforms, to influence| |their entire value and supply chains.|their entire value and supply chains.|their entire value and supply chains.| 14 | Business 4.0 # The convergence of intelligence, agility, automation, and the cloud has allowed for the creation of technology platforms to effectively harness abundant resources in real-time. # Companies' infrastructure and assets are increasingly becoming insufficient to meet today's rapidly expanding needs. Business 4.0 organisations are shifting mindsets from ""optimising scarce resources"" to that of ""leveraging abundant resources""--such as: # Abundance of Capabilities By re-imagining the wider organisational environment and rethinking relationships, enterprises can unlock the capabilities of their entire ecosystem. # Creating Exponential Value Creating true value propositions that deliver on customer demands for the best products, world class services, instantaneous delivery, and incredible price points. # Abundance of Market Reach Reducing markets to a segment of one is allowing companies to transcend geographic and demographic boundaries and expand their addressable markets exponentially. # Embracing Risk Responding to threats and delivering new capabilities much faster, by changing the risk-mitigation mindset 180 degrees to that of ""embracing risk"" and ""adapting and transforming continuously"". Business 4.0 | 15 # INFRASTRUCTURE # Strategic Investments # Scalable re-skilling using Digital Learning Platforms # Cloud Based, Immersive, Virtual DELIVERY 861K+ digital competencies acquired # Domain Infused, Culture Focused, G DELIVERY 247K+ associates trained in digital # Rich and Expanding Multi-Sourced CONTENT ""Faculty"" ACCESS Any Place, Anytime, Any Device # Focus areas for Research and Innovation |Foundational Research|Industry 4.0|Governance|Sustainability| |---|---|---|---| |Computing|Automation|Automated Compliance|Remote Healthcare| |Physical Systems|Cognitive Computing|Consent Management|Accessibility| |Sciences|Drones|Enterprise Security|Energy Management| |Banking & Financial Services|Retail|Manufacturing|Life Sciences| |Banking Analytics|Price Optimisation|Digital Twin|Digital Clinical Trials| |Data Marketplace|Dynamic omnichannel|Early warning System|Digital Drug Discovery| |Blockchain peer to peer|Supply chain|EHS Digital Assistant|Paperless Lab| |Insurance|Shelf Product Recognition| | | 16 | Strategic Investments # Embracing Agile for Success |Customer Engagement|1,900+|400+|Ready Teams| |---|---|---|---| |Agile Engagements|Agile Development Zones|2,100+|SAFe Certified Associates| |Largest Agile Workforce in the world|211,000+|50+|8,000+| |Enterprise Agile Transformations|Externally Certified Agile Assets| | | # Digital Alliances and Partnerships |135+|CLOUD AND IoT| |---|---| |AUTOMATION AND INTELLIGENCE|Machine Learning / NLP / NLG| # Strategic Investments 17 # Benefiting from Business 4.0 # The TCS Advantage # Buying Behaviors Customers are buying solutions to their business problems, and not just technical skills. - Decades of experience in solution selling positions TCS ahead of others in envisioning, designing and deploying solutions that are uniquely tailored to a customer's business context, on a turnkey basis. - TCS' verticalized organization structure, consisting of about two dozen Industry Solution Units (ISUs), was designed precisely to facilitate solution selling. Each ISU possesses deep domain expertise and contextual knowledge that enable solutions uniquely tailored for each customer. # New buyers are emerging within the customer organization - the CEO, COO, CFO, CMO, CDO, and other CXOs. - Deep domain expertise and over a decade's experience in selling to other buyers in the customer's organization positions TCS very well to have very deep business-focused conversations with CXOs of all kinds. - The launch of several new Digital transformation services, and the creation of Cognitive Business Operations unit in FY 2018 addresses the needs of other stakeholders very effectively. # Selection criteria for transformational engagements solution quality, references and time to market. - TCS' domain expertise and contextual knowledge results in higher quality solutions that are specifically tailored to each customer's unique context. - TCS' location independent agile model allows execution of large programs across distributed location using agile methodologies, delivering significant time to market advantages. - TCS' industry-leading portfolio of intellectual property - frameworks, accelerators, products and platforms - deliver greater speed to market. # Taking on an overall transformational program involves orchestrating the delivery of multiple service lines. - TCS has historically been very good at bringing together multiple teams that collaborate, giving it the reputation for execution excellence - particularly in large and complex program implementations. - Creation of a separate Consulting and Service Integration practice in FY 2018 has helped formalize the collaborative model and made it scalable. # Virtualization of generic activities that don't provide competitive differentiation - Early investments in cloud-based platforms, many years ahead of peers, positions TCS very well today to take advantage of the increasing demand for as-a-Service offerings."
+"- TCS' Machine First Delivery Model (MFDM™), backed by partnerships with leading providers of RPA software as well as our own cognitive automation software ignio™, gives software the first right of refusal on any activity, be it in business operations or IT operations. This approach has positioned TCS as a thought leader in this area, and is driving significant business opportunities. 18 | Benefiting from Business 4.0 # Business 4.0 # Stories # Algorithmic Retailing Progressive retailers who will flourish in a Business 4.0 world are those who are leveraging the huge amounts of granular data available to them from online, stores, sensors and IoT devices to create significant business value by applying advanced artificial intelligence and machine learning algorithms. For example, a traditional process like pricing which was based on a few variables earlier, now stands transformed by TCS' Optumera™ suite which uses a rich set of 500 factors like weather, online metrics, competitor prices, local events, category-specific characteristics to determine the optimal pricing, accounting for the impact of each factor on the other. Similarly other processes like forecasting, replenishment, transportation, space, assortment, sales and marketing can be completely transformed to create exponential value using advanced analytics and machine learning. TCS is working with leading grocery retailers, to leverage the data from various IoT sensors and supply chain networks to provide real time updates on fresh produce - like strawberry, lettuce - across the supply chain. This intelligence has reduced the overall dwell time by up to 25 hours, resulting in reduced wastage in stores and substantially improved the home life of fresh produce for the consumer. The data generated is driving the complete supply chain ecosystem towards greater agility and efficiency. Business 4.0 stories | 19 # Business 4.0 # Stories This new partnership will bring the best of TCS' capabilities to M&S. We will join our expertise to unlock the potential for technology to drive our digital-first transformation and accelerate growth of our business. Through our Technology Transformation Programme, our business will be faster, simpler and more focused on achieving a seamless customer experience. Steve Rowe, CEO, M&S # M&S Marks and Spencer, a leading omni-channel retailer in the UK has embarked on a five-year transformation program to become a digital-first business. As their principal technology partner in this strategic initiative, TCS will transition M&S to a new Technology Operating Model, which embraces the agile mindset to transform business and IT strategy, aligned with rapid technology innovation to meet fast changing business priorities. This will help drive agility, intelligence, innovation and efficiency to transform the retailer's customer experience, drive business growth and position them for success in the Business 4.0 world. # Rolls-Royce Rolls-Royce, the market-leader in high performance power systems, expanded its long-standing partnership with TCS to accelerate its 'Digital First' vision to lead in a Business 4.0 world. This digital transformation for Rolls-Royce will be supported by TCS' Connected Universe Platform, a platform-as-a-Service (PaaS) that accelerates the development and deployment of Internet of Things (IoT) applications. Leveraging this, Rolls-Royce will be able to collect data real time from their equipment in the field, such as jet engines, and provide predictive diagnostics that would help improve their reliability and availability, and thereby deliver a superior experience and create exponential value for their customers - the airlines which use those engines. TCS' IoT solution will allow more data to be captured, shared and analyzed more quickly across Rolls-Royce, to accelerate the development of new products and services. The resultant agility and data innovation will drive greater collaboration with partners and customers, deliver further value to customers, improve existing services, accelerate development and deployment times and create new areas of growth. This is an example of how we intend to unleash data innovation through collaboration. TCS is an outstanding partner with excellent experience in delivering a flexible and agile platform capability across many different markets. We expect to be able to realise both short-term and long-term benefits through collaboration with partners and customers on the TCS IoT Platform. It will allow us to take advantage of fast-paced data innovation - including accelerating our application of industrial artificial intelligence and a range of other cutting edge breakthrough opportunities."
+"Neil Crockett, Chief Digital Officer, Rolls-Royce Business 4.0 stories | 21 # Business 4.0 # Stories # Transamerica Transamerica, a leading provider of life insurance, retirement and investment solutions in the United States, has joined forces with TCS to simplify its core operations around the administration of its life insurance and annuity business lines, transforming them to TCS BaNCS, our integrated, cloud-based insurance digital platform. This new digital core will enable Transamerica to modernize its operations, rapidly enhance its digital capabilities, and support agile new product development and enhanced customer services, acquisitions and strategic innovation investments. In turn, this will help Transamerica pursue greater sustainable growth opportunities, create exponential value and succeed in a Business 4.0 world. Transamerica continues to put our customers at the forefront of everything we do. I'm very excited to embark on this partnership with TCS, whose transformation and technology innovation capabilities will supplement our focus on improving our customers' experience in a digitally enabled way. This supports meaningful growth in all business lines, including insurance and annuities, and advances our competitive positioning. TCS was carefully selected because of their significant, ongoing investments in technology and their expertise in the insurance and annuity industry. Mark Mullin, President & Chief Executive Officer, Transamerica 22 | Business 4.0 stories # TMX Group The TMX group of Canada runs the Toronto and Montreal Stock Exchanges, the Canadian Depository for Securities, the Canadian Derivatives Clearing Corporation, and several other exchange platforms. In a Business 4.0 world, TMX envisions operating a powerful ecosystem of markets and provide the tools needed for the diverse needs of global investors at large to fulfill their agile and intelligent aspirations. In pursuit of this vision, they chose TCS BaNCS Market Infrastructure as a single integrated platform for clearing, settlement and depository functions with a multi-asset class structure for both cash and derivatives markets. Along with QUARTZ Blockchain, the solution is conceptualized to deliver instantaneous access to information, automated straight through experience, real-time risk & collateral management and the agility in defining products across markets. I have a vision of what we'd like to be able to deliver to customers. In meeting with the senior team at TCS, we found that we have a shared vision of how we expect Market Infrastructure to evolve. This gave me great comfort that TCS, as a partner, could help us evolve our business. -- Glenn Goucher, President and COO, CDCC and President, CDS Business 4.0 stories | 23 # Reimagining Cancer Care In the first phase, the platform will connect four premier cancer hospitals -- the Tata Memorial Center in Mumbai, the Cancer Institute in Chennai, the Tata Medical Center in Kolkata and the Regional Cancer Center in Thiruvananthapuram - and allow pooling of their knowledge and resources, easier patient movement across facilities, and research collaboration across doctors and institutions. # Digital Nerve Centre TCS, in partnership with the Tata Trusts, is deploying the Digital Nerve Centre (DiNC), an innovative platform that leverages digital technologies to connect leading cancer research centers and specialists within the National Cancer Grid to reimagine patients' access to cancer care, and make it more equitable and affordable. Through resource pooling and digitization, DiNC is driving significant efficiencies resulting in better utilization, higher throughput, speedier access to medical care and superior treatment outcomes. As the network expands, even patients in remote areas won't have to travel more than a few hours to access the full suite of cancer treatment services. 24 | Reimagining Cancer Care # Notice Notice is hereby given that the twenty-third Annual General Meeting of Tata Consultancy Services Limited will be held on Friday, June 15, 2018 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, to transact the following business: 1. To receive, consider and adopt: the Audited Financial Statements of the Company for the financial year ended March 31, 2018, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2018, together with the Report of the Auditors thereon. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2017-18. To appoint a Director in place of Mr. N. Chandrasekaran (DIN 00121863), who retires by rotation and, being eligible, offers himself for re-appointment."
+"Ratification of Appointment of Auditors To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (""AGM"") till the conclusion of the twenty-fourth AGM of the Company to be held in the year 2019, to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."" Appointment of Ms. Aarthi Subramanian as a Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Ms. Aarthi Subramanian (DIN 07121802) who was appointed by the Board of Directors as an Additional Director of the Company with effect from August 17, 2017 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (""Act"") and Article 73 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company, liable to retire by rotation."" Appointment of Dr. Pradeep Kumar Khosla as an Independent Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Dr. Pradeep Kumar Khosla (DIN 03611983), who was appointed by the Board of Directors as an Additional Director of the Company with effect from January 11, 2018 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (""Act"") and Article 73 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company."" ""RESOLVED FURTHER that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act, as amended from time to time, the appointment of Dr. Pradeep Kumar Khosla, who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing January 11, 2018 to January 10, 2023, be and is hereby approved."" # Annual Report 2017-18 # 7. Appointment of Branch Auditors To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Board be and is hereby authorized to appoint Branch Auditors of any branch office of the Company, whether existing or which may be opened/acquired hereafter, outside India, in consultation with the Company's Auditors, any person(s) qualified to act as Branch Auditors and to fix their remuneration."" # Notes: File: AR_TCS_2017_2018.md 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") setting out material facts concerning the business under Item Nos. 4 to 7 of the Notice, is annexed hereto. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/re-appointment at this Annual General Meeting (""AGM"") are also annexed. 2."
+"A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the commencement of the AGM. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. 3. Corporate Members intending to send their authorized representatives to attend the AGM are requested to send a certified copy of the Board Resolution to the Company, authorizing them to attend and vote on their behalf at the AGM. 4. Members, Proxies and Authorised Representatives are requested to bring the duly completed Attendance Slip enclosed herewith to attend the AGM. 5. The Company has fixed Saturday, June 2, 2018 as the 'Record Date' for determining entitlement of members to final dividend for the financial year ended March 31, 2018. 6. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on Tuesday, June 19, 2018 as under: 1. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on Saturday, June 2, 2018; 2. To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company as of the close of business hours on Saturday, June 2, 2018. 7. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website www.tcs.com (under 'Investors' section). Members are requested to submit the said details to their depository participants (""DPs"") in case the shares are held by them in electronic form and to TSR DARASHAW Limited (""TSRDL"") in case the shares are held by them in physical form. 8. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with TSRDL in case the shares are held by them in physical form. 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to the Company's Registrars and Transfer Agents, TSRDL in case the shares are held by them in physical form. 26 I Notice # 10. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or TSRDL for assistance in this regard. # 11. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TSRDL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. # 12. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. # 13."
+"Members seeking any information with regard to the accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the AGM. # 14. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in. For details, please refer to corporate governance report which is a part of this Annual Report. # 15. Notice of the AGM along with the Annual Report 2017-18 is being sent by electronic mode to those Members whose email addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their email addresses, physical copies are being sent by the permitted mode. Members may note that the Notice and Annual Report 2017-18 will also be available on the Company's website viz. www.tcs.com # 16. The route map showing directions to reach the venue of the twenty-third AGM is annexed. # 17. Voting through electronic means 1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. 2. The Board of Directors has appointed Mr. P. N. Parikh (Membership No. FCS 327) and failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331) of Parikh & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the voting at the AGM and remote e-voting process in a fair and transparent manner. 3. The facility for voting, either through electronic voting system or poll paper, shall also be made available at the AGM and the Members attending the AGM, who have not already cast their vote by remote e-voting, may exercise their right to vote at the AGM. 4. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. 5. A Member can vote either by remote e-voting or at the AGM. In case a Member votes by both the modes then the votes cast through remote e-voting shall prevail and the votes cast at the AGM shall be considered invalid. 6. The details of the process and manner for remote e-voting are explained herein below: 1. Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ 2. Cast your vote electronically on NSDL e-Voting system. 3. Details on Step 1 are mentioned below: 4. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon ""Login"" which is available under 'Shareholders' section. 3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. # Annual Report 2017-18 Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. # 4. Your User ID details are given below: |Manner of holding shares i.e."
+"Demat (NSDL or CDSL) or Physical|Your User ID is:| |---|---| |a) For Members who hold shares in demat account with NSDL.|8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******| |b) For Members who hold shares in demat account with CDSL.|16 Digit Beneficiary ID For example, if your Beneficiary ID is 12************** then your user ID is 12**************| |c) For Members holding shares in Physical Form.|EVEN Number followed by Folio Number registered with the company For example, if EVEN is 101456 and folio number is 001*** then user ID is 101456001***| # 5. Your password details are given below: a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. c) How to retrieve your 'initial password'? 1. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'. 2. If your email ID is not registered, your 'initial password' is communicated to you on your postal address. # 6. If you are unable to retrieve or have not received the ""initial password"" or have forgotten your password: a) Click on ""Forgot User Details/Password?"" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com b) ""Physical User Reset Password?"" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address. # 7. After entering your password, click on Agree to ""Terms and Conditions"" by selecting on the check box. # 8. Now, you will have to click on ""Login"" button. # 9. After you click on the ""Login"" button, Home page of e-Voting will open. # Details on Step 2 are mentioned below: # How to cast your vote electronically on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles. 2. After click on Active Voting Cycles, you will be able to see all the companies ""EVEN"" in which you are holding shares and whose voting cycle is in active status. 3. Select ""EVEN"" of the Company, which is 108359. 4. Now you are ready for e-Voting as the Voting page opens. # 28 I Notice # 5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ""Submit"" and also ""Confirm"" when prompted. # 6. Upon confirmation, the message ""Vote cast successfully"" will be displayed. # 7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. # 8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # General Guidelines for shareholders # 1 Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in # 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password."
+"In such an event, you will need to go through the ""Forgot User Details/Password?"" or ""Physical User Reset Password?"" option available on www.evoting.nsdl.com to reset the password. # 3. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in # Other Instructions i. The e-voting period commences on Tuesday, June 12, 2018 (9.00 a.m. IST) and ends on Thursday, June 14, 2018 (5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, June 8, 2018, i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast the vote again. ii. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of voting, either through remote e-voting or voting at the AGM through electronic voting system or poll paper. iii. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. iv. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. v. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company. By Order of the Board of Directors RAJENDRA MOHOLKAR Company Secretary Mumbai, April 19, 2018 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: 91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com Notice I 29 # Annual Report 2017-18 # Explanatory Statement As required under Section 102 of the Companies Act, 2013 (""Act""), the following explanatory statement sets out all material facts relating to business mentioned under Item Nos. 4 to 7 of the accompanying Notice: # Item No. 4 This explanatory statement is provided though strictly not required as per Section 102 of the Act. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022), were appointed as the statutory auditors of the Company for a period of five years at the Annual General Meeting (""AGM"") of the Company held on June 16, 2017, to hold office from the conclusion of the twenty-second AGM till the conclusion of the twenty-seventh AGM to be held in the year 2022. As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM. Accordingly, ratification of the Members is being sought for the appointment of statutory auditors as per the proposal contained in the Resolution set out at Item No. 4 of this Notice. The Board recommends the Resolution at Item No. 4 of this Notice for approval of the Members. None of the Directors and Key Managerial Personnel of the Company and their respective relatives, is, in any way, concerned or interested in the Resolution set out at Item No. 4 of this Notice. # Item No. 5 Ms."
+"Aarthi Subramanian relinquished her position as the Executive Director of the Company with effect from August 17, 2017 for taking up a leadership role as the Group Chief Digital Officer at Tata Sons Limited. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Aarthi Subramanian as an Additional Director of the Company with effect from August 17, 2017. Pursuant to the provisions of Section 161(1) of the Act and Article 73 of the Articles of Association of the Company, she holds office up to the date of this AGM and is eligible to be appointed as Director, whose office shall be liable to retire by rotation. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a member, proposing her candidature for the office of Director. Ms. Aarthi Subramanian holds a B.Tech in Computer Science from the National Institute of Technology, Warangal and a Masters in Engineering Management from the University of Kansas, USA. A professional with over 28 years of experience in the global technology sector, Ms. Aarthi Subramanian started her career with Tata Consultancy Services (TCS) and worked in diverse roles in India, Sweden, USA and Canada, thereby gaining rich experience in consulting engagements and management of large-scale technology programs as well as operations. At TCS, Ms. Aarthi Subramanian was Executive Director and Global Head of Delivery Excellence, Governance and Compliance. She was responsible for driving excellence in service delivery, governance of key programs and initiatives as well as enterprise-wide compliance. Further details of Ms. Aarthi Subramanian have been given in the Annexure to this Notice. The Board recommends the Resolution at Item No. 5 of this Notice for approval of the Members. Except Ms. Aarthi Subramanian and her relatives, none of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolution set out at Item No. 5 of this Notice. # Item No. 6 The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Pradeep Kumar Khosla, as an Additional Director of the Company and also an Independent Director, not liable to retire by rotation, for a term of 5 years i.e. from January 11, 2018 to January 10, 2023, subject to approval of the Members. Pursuant to the provisions of Section 161(1) of the Act and Article 73 of the Articles of Association of the Company, Dr. Pradeep Kumar Khosla shall hold office up to the date of this AGM and is eligible to be appointed as a Director. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing his candidature for the office of Director. 30 I Notice The Company has received a declaration from Dr. Pradeep Kumar Khosla to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). In the opinion of the Board, Dr. Pradeep Kumar Khosla fulfils the conditions specified in the Act and SEBI Listing Regulations for appointment as Independent Director and is independent of the management of the Company. The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day (except Saturday) and will also be kept open at the venue of the AGM. Dr. Pradeep Kumar Khosla holds a B.Tech Degree in Electrical Engineering from IIT-Kharagpur and has received his MS and PhD degrees in Electrical and Computer Engineering from Carnegie Mellon University. He is the eighth Chancellor of the University of California, San Diego, and a distinguished professor in the Department of Electrical and Computer Engineering and Computer Science and Engineering. He began his teaching career at Carnegie Mellon University in 1986 and was elected as the University Professor in 2008, the highest distinction a faculty member could achieve. His research interest encompass the areas of internet-enabled collaborative design, collaborating autonomous systems, agent-based architectures for distributed design and embedded control, software composition and reconfigurable software for real-time embedded systems, reconfigurable and distributed robotic systems, integrated design-assembly planning systems and distributed information systems."
+"He is a Fellow of the Institute of Electrical and Electronics Engineers, the American Society of Mechanical Engineers, the American Association for Advancement of Science, the American Association of Artificial Intelligence and the Indian Academy of Engineering. He serves on advisory boards for several non-profit and government organizations, venture capital firms and high-tech start-up companies. He has served as a member of Strategy Review Board for the Ministry of Science and Technology, Taiwan; the Council of Deans of the Aeronautics Advisory Committee, NASA; the National Research Council Board on Manufacturing and Engineering Design; the Pennsylvania Treasury Advisory Board; and the Senior Advisory Group for the DARPA Program on Joint Unmanned Combat Air Systems. Further details of Dr. Pradeep Kumar Khosla have been given in the Annexure to this Notice. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Dr. Pradeep Kumar Khosla as an Independent Director is now being placed before the Members for their approval. The Board recommends the Resolution at Item No. 6 of this Notice for approval of the Members. Except Dr. Pradeep Kumar Khosla and his relatives, none of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolution set out at Item No. 6 of this Notice. # Item No. 7: The Company has branches outside India and may also open/acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches. File: AR_TCS_2017_2018.md The Members are requested to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration. The Board recommends the Resolution at Item No. 7 of this Notice for approval of the Members. None of the Directors and Key Managerial Personnel of the Company and their respective relatives, is, in any way, concerned or interested in the Resolution set out at Item No. 7 of this Notice. By Order of the Board of Directors RAJENDRA MOHOLKAR Company Secretary Mumbai, April 19, 2018 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: 91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com Notice I 31 # Annual Report 2017-18 # Details of Directors seeking appointment/re-appointment at the Annual General Meeting |Particulars|Mr. N. Chandrasekaran|Ms. Aarthi Subramanian|Dr. Pradeep Kumar Khosla| |---|---|---|---| |Date of Birth|June 2, 1963|June 26, 1967|March 13, 1957| |Date of Appointment|February 21, 2017|August 17, 2017|January 11, 2018| |Qualifications|* Bachelor's Degree in Applied Science * Master's Degree in Computer Application|* B. Tech in Computer Science * Master's Degree in Engineering Management|* B. Tech in Electrical Engineering * Master's Degree and PhD in Electrical and Computer Engineering| |Expertise in specific functional areas|Wide experience in Information Technology|Wide experience in Information Technology|Wide experience in academia and Information Technology| |Directorships held in other public companies (excluding foreign companies and Section 8 companies)|* Tata Sons Limited * Tata Global Beverages Limited * Tata Steel Limited * Tata Motors Limited * The Indian Hotels Company Limited * The Tata Power Company Limited|* Tata Capital Limited * Tata AIA Life Insurance Company Limited|Nil| |Memberships/ Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee)|Nil|Stakeholders' Relationship Committee * Tata Capital Limited (Chairperson)|Nil| |Number of shares held in the Company|88,528|2,800|Nil| For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the corporate governance report which is a part of this Annual Report. 32 I Notice # Marine Lines # Railway Station # Maharshi Karve Road # Marine Lines Flyover # Metro - Gol Masjid - Inox Cinema - Walter D'Souza Udyan - Petrol Pump # Kala # Maharshi Karve Road Niketan # Mahatma Gandhi Road # Bombay Hospital # Mahapalika Marg # Municipal Corporation Building # Azad # UAH Khan Marg # Maidan # Chatrapati D N Road # Shivaji Maharaj Terminus (CSMT) # Maharshi Karve Road # Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. # Flora Fountain # Churchgate Railway Station # Notice I 33 # Annual Report 2017-18 # Directors' Report To the Members, The Directors present the Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2018."
+"The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results | |Unconsolidated| |Consolidated| | |---|---|---|---|---| |Financial Year|2017-18 (FY18)|2016-17 (FY17)|2017-18 (FY18)|2016-17 (FY17)| |Revenue from operations|97,356|92,693|1,23,104|1,17,966| |Other income (net)|5,803|4,568|3,642|4,221| |Total income|1,03,159|97,261|1,26,746|1,22,187| |Expenses| | | | | |Operating expenditure|69,551|65,604|90,588|85,655| |Depreciation and amortization expense|1,647|1,575|2,014|1,987| |Total expenses|71,198|67,179|92,602|87,642| |Profit before finance cost and tax|31,961|30,082|34,144|34,545| |Finance costs|30|16|52|32| |Profit before tax (PBT)|31,931|30,066|34,092|34,513| |Tax expense|6,690|6,413|8,212|8,156| |Profit for the year|25,241|23,653|25,880|26,357| |Attributable to:| | | | | |Shareholders of the Company|25,241|23,653|25,826|26,289| |Non-controlling interests|NA|NA|54|68| |Opening balance of retained earnings|65,965|53,576|71,071|56,113| |Adjustment with other equity|184|59|208|25| |Buy-back of equity shares|(4,999)|-|(4,999)|-| |Amount available for appropriation|86,391|77,288|92,106|82,427| |Appropriations| | | | | |Dividend on equity shares (excluding tax)|9,284|9,162|9,284|9,162| |Tax on dividends|1,442|1,785|1,442|1,785| |Capital redemption reserve|6|-|6|-| |General reserve|-|-|-|-| |Statutory reserve|-|-|40|33| |Special Economic Zone re-investment reserve|1,579|376|1,579|376| |Closing balance of retained earnings|74,080|65,965|79,755|71,071| # 2. Issue of Bonus Shares Considering the financial position, the Board of Directors at its meeting held on April 19, 2018, recommended issue of Bonus Shares, subject to approval of Members, in the ratio of one new Equity Share of the Company of `1 each, as fully paid-up, for every one existing Equity Share of the Company. The Bonus Shares will be issued, by capitalizing a part of its retained earnings, to those persons who are Members as on the record date. # 3. Buyback of Equity Shares 5,61,40,350 equity shares were bought back during the year, at a price of `2,850 per Equity Share for an aggregate consideration of `16,000 crore. The Offer Size of the Buyback was 21.89% of the aggregate paid-up equity share capital and free reserves of the Company, and represented 2.85% of the total issued and paid-up equity share capital of the Company. The buyback process was completed and the shares were extinguished on June 7, 2017. # 4. Dividend Based on the Company's performance, the Directors are pleased to recommend for approval of the members a final dividend of `29 per share for FY18 taking the total dividend to `50 per share (previous year `47 per share). The final dividend on equity shares, if approved by the members, would involve a cash outflow of `6,693 crore, including dividend tax. The total dividend on equity shares including dividend tax for FY18 would aggregate `11,377 crore, resulting in a payout of 45.07% of the unconsolidated profits of the Company. # 5. Transfer to reserves The Directors have decided to retain the entire amount of `74,080 crore in the retained earnings. # 6. Company's performance On a consolidated basis, the revenue from operations for FY18 at `1,23,104 crore was higher by 4.40% over the previous year (`1,17,966 crore in FY17). The profit after tax attributable to shareholders and non-controlling interests was `25,880 crore (`26,357 crore in FY17). The profit after tax attributable to shareholders was `25,826 crore (`26,289 crore in FY17). On an unconsolidated basis, the revenue from operations for FY18 was at `97,356 crore (`92,693 crore in FY17). The profit for the year was `25,241 crore (`23,653 crore in FY17). # 7. Human resource development Recognising the imperatives of Business 4.0 era, the Company is investing heavily in transforming the workforce at scale, even while simplifying processes and making them more agile to cater to the needs of a predominantly millennial workforce. In FY18, the Company hired globally, leveraging a completely digitised hiring and onboarding process that harnesses next generation technologies. TCS' workforce of 3,94,998 is dynamic and diverse, with 35.3% women, from 131 nationalities and over 85% belonging to Gen Y. The Company is using digital technologies to gain intelligent insights while designing HR strategies to keep the young workforce engaged and motivated. The Company continuously explores new approaches to learning and development to keep the workforce relevant in an evolving technology landscape. In addition, the Company continues to invest in leadership development programs at all levels to sustain the Company's growth, while staying true to the core values which underpin TCS' success over the last five decades. The Company's culture promotes an environment that is transparent, flexible, fulfilling and purposeful. A host of customised initiatives based on a deep understanding of individual needs and aspirations, backed by the power of data sciences, have helped create an engaging workplace that enables individuals to realise their potential. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention. Attrition in FY18 was at 11% for IT Services and 11.8% on an overall basis. # 8."
+"Quality initiatives The Company continues its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. In FY18, the Company retained its enterprise-wide ISO certification for Quality Management (ISO 9001:2015), IT Service Management (ISO 20000-1:2011), Information Security Management (ISO 27001:2013), and Business Continuity Management (ISO 22301:2012). In addition, the Company was certified under the new ISO Standard for Business Process Outsourcing (ISO 30105:2016). The Company's strong commitment to the environment and occupational health and safety of # Annual Report 2017-18 its employees and business partners is demonstrated through its enterprise-wide Environmental Management (ISO 14001:2004) and Occupational Health and Safety Management (BS OHSAS 18001:2007) certifications. The Company also maintains domain-specific quality certifications including AS 9100 (Aerospace), TL 9000 (Telecom) and ISO 13485 (Medical Devices). The Company's Global Network Delivery Model (GNDMTM), built on a strong process-driven and customer-centric integrated Quality Management System (iQMSTM), continues to deliver outstanding value and experience to our customers. iQMSTM is continually enhanced for emerging service offerings, new delivery methodologies, industry best practices and latest technologies. The Company is committed to transforming itself into an agile enterprise. Towards this, it invests in developing its agile workforce, creating agile offerings, moving into agile workspaces and transforming its customer relationships into agile partnerships. The Company continues to invest in knowledge management platforms for effective collaboration, learning and sharing. The Company received the prestigious Most Admired Knowledge Enterprise (MAKE) award in the Global Independent Operating Unit (IOU) category for the eighth time and in the Asian and Indian categories for the thirteenth time. Customer-centricity, rigor in operations, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels recorded in the periodic surveys conducted by the Company. This is validated by top rankings in third-party surveys as well. # 9. Subsidiary companies The Company has 50 subsidiaries as on March 31, 2018 (58 subsidiaries as on March 31, 2017). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). There has been no material change in the nature of the business of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company. Restructuring of following subsidiaries in Europe was completed during the year: - a. Alti Switzerland S.A. merged with Tata Consultancy Services Switzerland Ltd effective March 29, 2018. - b. Alti NV merged with Tata Consultancy Services Belgium (formerly known as Tata Consultancy Services Belgium S.A.) effective March 30, 2018. - c. Tata Consultancy Services France S.A.S., Alti HR S.A.S., Alti Infrastructures Systemes & Reseaux S.A.S. and TESCOM (France) Software Systems Testing S.A.R.L. merged with Alti S.A., effective March 31, 2018. - d. Teamlink, a wholly owned subsidiary of Alti NV, was liquidated effective January 31, 2018. - e. Planaxis Technologies Inc., a wholly owned subsidiary of Alti S.A. was liquidated effective March 31, 2018. The name of Alti S.A. was changed to Tata Consultancy Services France SA effective March 31, 2018. # 10. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; # vi."
+"they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY18. # 11. Directors and key managerial personnel Dr. Vijay Kelkar, Independent Director and Mr. Ishaat Hussain, Non-Executive Director retired with effect from May 14, 2017 and September 3, 2017, respectively, in accordance with the retirement age policy for Directors. The Board places on record its appreciation for their invaluable contribution and guidance provided by them. Ms. Aarthi Subramanian relinquished the office of Executive Director for taking up leadership role as Group Chief Digital Officer at Tata Sons Limited and was appointed as Additional Director in non-executive capacity with effect from August 17, 2017. Dr. Pradeep Kumar Khosla was appointed as an Additional and Independent Director with effect from January 11, 2018. Mr. N. Chandrasekaran, retires by rotation and being eligible, offered himself for re-appointment. Pursuant to the provisions of Section 149 of the Act, Mr. Aman Mehta, Mr. V. Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Mr. O. P. Bhatt and Dr. Pradeep Kumar Khosla are Independent Directors of the Company. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). There has been no change in the circumstances affecting their status as an Independent Director during the year. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. The Board appointed Mr. Rajendra Moholkar as the Company Secretary and Compliance Officer, to take over from Mr. Suprakash Mukhopadhyay with effect from April 24, 2017. The Board places on record its appreciation for the outstanding contribution of Mr. Suprakash Mukhopadhyay as Global Treasury Head and Company Secretary. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are: Mr. Rajesh Gopinathan, Chief Executive Officer and Managing Director, Mr. N. Ganapathy Subramaniam, Chief Operating Officer and Executive Director, Mr. Ramakrishnan V., Chief Financial Officer and Mr. Rajendra Moholkar, Company Secretary. During the year, Ms. Aarthi Subramanian ceased to be a Key Managerial Personnel of the Company with effect from August 17, 2017. # 12. Number of meetings of the Board Six meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. # 13. Board evaluation The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Directors' Report I 37 # Annual Report 2017-18 The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of independent directors, performance of non-independent directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc."
+"In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. # 14. Policy on directors' appointment and remuneration and other details The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report. # 15. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 16. Audit committee The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report. # 17. Auditors Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as statutory auditors from the conclusion of the twenty-second Annual General Meeting (AGM) held on June 16, 2017 till the conclusion of the twenty-seventh AGM of the Company in 2022, subject to the ratification of their appointment at every AGM, if required under law. Accordingly, necessary resolution for ratification of appointment of auditors is included in the Notice for this AGM. # 18. Auditor's report and secretarial audit report The auditor's report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks. Secretarial audit report is attached to this report. # 19. Risk management The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 20. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. # 21. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form No. AOC-2 and the same forms part of this report. # 22. Corporate social responsibility The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in 38 I Directors' Report the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on https://www.tcs.com/investors. # 23. Extract of annual return As per the requirements of Section 92(3) of the Act, the extract of the annual return is given in Annexure III in the prescribed Form No. MGT-9, which is a part of this report. # 24. Particulars of employees The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year: |Name|Ratio to median remuneration|% increase in remuneration in the financial year| |---|---|---| |Non-executive directors:| | | |Mr. N. Chandrasekaran|-|-| |Mr. Aman Mehta|50.91|13.21| |Mr. V. Thyagarajan|33.94|11.11| |Prof. Clayton M. Christensen|25.45|11.11| |Dr. Ron Sommer|35.64|10.53| |Dr. Vijay Kelkar*|^|^| |Mr. Ishaat Hussain**|^|^| |Mr. O. P. Bhatt|33.94|17.65| |Ms. Aarthi Subramanian***|-|-| |Dr. Pradeep Kumar Khosla****|^|^| |Executive directors:| | | |Mr. Rajesh Gopinathan|211.99|^^| |Mr. N. Ganapathy Subramaniam|157.78|^^| |Chief Financial Officer| | | |Mr. Ramakrishnan V.|-|^^| |Company Secretary| | | |Mr. Suprakash Mukhopadhyay @|-|-| |Mr."
+"Rajendra Moholkar @@|-|^^| * Retired as Independent Director w.e.f. May 14, 2017 in accordance with the retirement age policy for Directors. ** Retired as Director w.e.f. September 3, 2017 in accordance with the retirement age policy for Directors. *** Relinquished the office of Executive Director and appointed as an Additional Director in non-executive capacity w.e.f. August 17, 2017. The remuneration is for part of the year and is not comparable and hence, not stated. **** Appointed as an Additional and Independent Director w.e.f. January 11, 2018. @ Relinquished the office of Company Secretary and Compliance Officer w.e.f. April 24, 2017. @@ Appointed as Company Secretary and Compliance Officer w.e.f. April 24, 2017. ^ Since the remuneration is only for part of the year, the ratio of their remuneration to median remuneration and % increase in remuneration is not comparable and hence, not stated. ^^ Remuneration received in FY18 is not comparable with remuneration received in FY17 owing to change in role/designation and hence, not stated. Directors' Report I 39 # Annual Report 2017-18 # 25. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report. As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this Annual Report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company's website. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. # 26. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 27. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy: Retaining the momentum on our energy and carbon management programs, the Company achieved its 2020 target to reduce the specific carbon footprint by 50%, in FY18 - 2 years ahead of the timeline. Green buildings, efficient operations, green IT and the use of renewable energy have been the key enablers in our journey of carbon and energy performance improvement. As the Company grows, it would add more green buildings to its campuses. File: AR_TCS_2017_2018.md The TCS Remote Energy Management and Control program witnessed rapid scaling up and achieved further maturity during the year. Internet of Things (IoT) platform was leveraged to acquire asset (chillers, air handling units, etc.) level data and analysed to improve asset efficiency and operations. Renewable energy used in the Company's offices increased to 8.5% as compared to 7.3% in the last year. During the year, Company added 2.05 MW of solar rooftop system across four locations, taking the total installed capacity to 3.55 MW. On data center power management, Company successfully reduced the Power Utilization Efficiency (PUE) of 13 data centers to the target of 1.7. The average PUE across 23 key data centers is at 1.7. These initiatives collectively resulted in the Company's energy consumption reducing by 4.5% over the prior year, on a per FTE basis. # 40 I Directors' Report # Technology absorption, adaption and innovation: The Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Company's operations do not require significant import of technology. # Research and Development (R&D): Specific areas in which R&D was carried out by the Company TCS Research and Innovation (R&I) activities and outcomes were aligned to the Company's focus areas (personalization, new value creation models, ecosystems leverage, a mindset to embrace risk and abundance) enabled by technologies and appropriate processes (Intelligence, Agility, Cloud and Automation). Teams in Research, Incubation, Innovation and the Co-Innovation Network, have worked on the 'Ideas to Execution' process, and delivered value to business and to social causes as well. Some examples of such work are presented here. The Conversational Systems that emerged from the Company's research enabled mass personalisation for its associates. For instance, the chatbot created for HR answers queries from associates on leave policies; several bots enable personalisation in Fresco - our collaboration platform. Many research programs have enabled a step change in processes creating exponential value for customers."
+"The Physical Sciences research team was effective in building a ""Digital Twin"" for thermal plants; Using the rich data such plants already have, creating models and simulation technologies, our research enabled lowering risk in plant functions, increasing agility and creating savings. The research team worked closely with the retail business unit to build a dynamic pricing model for retailers, taking into account millions of Stock Keeping Units (SKUs), demand patterns and competitive pricing by e-commerce channels. This enabled to help retail customers cut costs and also forecast sales with accuracy. The TCS Connected Universe Platform team along with the engineering and manufacturing business units won prestigious engagements. The drones program created interest across business units and several projects are in progress. Organisations today need intelligent and automated tools to manage risk. Automated Compliance to identify regulatory changes, data privacy with fine-grained consent management and lightweight encryption research projects made progress. The TCS Blockchain solution has been integrated with the TCS BaNCS platform. TCS MasterCraft Tools team launched a General Data Protection Regulations (GDPR) Compliant edition as part of its MasterCraft Data Plus suite. The TCS MasterCraft trial version was tried by over 1,000 customers in the last 6 months. MasterCraft added 30 new customers this year. The Company leveraged both the Academic Research Ecosystem and the Emerging Tech ecosystem for collaborative research as part of its Co-Innovation (TCS COINTM) Program. Your Company has comprehensive Memorandum of Understanding (MoU) for joint research projects with the Indian Institute of Science Bangalore, all five of the older IITs, and Indian Statistical Institute, Kolkata. There are focused projects also with other leading academic research institutes in India. The Company's R&I continues its collaboration with leading universities in North America, Europe and Asia Pacific in a number of areas including genomics, materials, digital manufacture, data analytics, cyber security, smart cities, intelligent infrastructure and digital health. The Company also leveraged its internal ecosystem - the problem solving capability of its associates. Innovation events such as ideathons and hackathons happened every week. These put forth customer problems; associates offered ideas and created prototypes to solve them. The response to these events was overwhelming. Internal teams and customers gained immensely from them. The TCS Innovista competition attracted over 1000 entries across the Company. The Company remained closely connected to customers through events in different geographies. TCS Innovation Forum was held in New York City, London, Medellin and Sao Paulo, attracting 700+ customers, partners and technology experts. TCS hosted ""The TCS Slush Experience"", a curated pitching session, to connect customers to some breakthrough technology companies (at ""Slush"", the biggest start-up event in Europe). TCS Innovation Days and workshops continue to be held for customers in various geographies. Several pilot and proofs of concept implementations resulted from these connects. The Company was honoured by the Fortune magazine as one of the 50 companies that ""Changed the World"" based on its digital farming Innovation, ""mKRISHI"". The Company won the Physionet Challenge 2017 for ECG Analytics. Researchers from TCS and IIT Kanpur stood 4th in the Amazon Robotics Challenge. TCS Accessibility Practice won the International Federation for Information Processing (IFIP) Technical Committee on Human-Computer Interaction's Accessibility Award for 2017. The Company won four awards at the Tata Innovista 2017 competition. # Annual Report 2017-18 Researchers won individual honours for presenting papers and by winning competitions. Three Researchers from the Company have been mentioned in JFG's Global AI Talent Report 2018. Researchers from the Company presented 250+ papers in premier conferences, have written books and book chapters. As of March 31, 2018, the Company has applied for 3916 patents, including 522 applied during the year. Till date, the Company has been granted 654 patents. # Future plan of action Digital reimagination of industry and society, and industrialistion of software and computing will both continue to be the focus of TCS R&I. Engagement with all its businesses with its Co-Innovation Network, and with society at large will continue. # Expenditure on R&D TCS' Innovation Labs are located in India and other parts of the world. The R&D centers, certified by Department of Scientific & Industrial Research (DSIR), Government of India, function from Pune, Chennai, Bengaluru, Delhi-NCR, Hyderabad, Kolkata and Mumbai. Expenditure incurred in the R&D centers and innovation centers during FY17 and FY18 are given below: |Expenditure on R&D and innovation| | | |Unconsolidated|Consolidated| | | | | |---|---|---|---|---|---|---|---|---|---| | | | |FY18|FY17|FY18|FY17| | | | |a. Capital| | | | | |-|1|-|1| |b. Recurring| | | |295|281|298|281| | | |c."
+"Total R&D expenditure (a+b)| | | |295|282|298|282| | | |d. Innovation center expenditure| | | |1,079|878|1,202|996| | | |e. Total R&D and innovation expenditure (c+d)| | | |1,374|1160|1,500|1,278| | | |f. R&D and innovation expenditure as a percentage of total turnover| | | |1.4%|1.2%|1.2%|1.1%| | | # Foreign exchange earnings and outgo Export revenue constituted 92.22% of the total unconsolidated revenue in FY18 (92.41% in FY17). |Foreign exchange earnings and outgo|FY18|FY17| |---|---|---| |a. Foreign exchange earnings|92,258|86,370| |b. CIF Value of imports|768|561| |c. Expenditure in foreign currency|33,014|31,553| # Acknowledgements The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N. Chandrasekaran Mumbai, April 19, 2018 Chairman # Annexure I # Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto: # 1. Details of contracts or arrangements or transactions not at arm's length basis: Tata Consultancy Services Limited (the Company) has not entered into any contract/arrangement/transaction with its related parties which is not in ordinary course of business or at arm's length during FY18. The Company has laid down policies and processes/procedures so as to ensure compliance to the subject section in the Companies Act, 2013 (Act) and the corresponding Rules. In addition, the process goes through internal and external checking, followed by quarterly reporting to the Audit Committee. - (a) Name(s) of the related party and nature of relationship: Not Applicable - (b) Nature of contracts/arrangements/transactions: Not Applicable - (c) Duration of the contracts/arrangements/transactions: Not Applicable - (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - (e) Justification for entering into such contracts or arrangements or transactions: Not Applicable - (f) Date(s) of approval by the Board: Not Applicable - (g) Amount paid as advances, if any: Not Applicable - (h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188: Not Applicable # 2. Details of material contracts or arrangement or transactions at arm's length basis: - a. Name(s) of the related party and nature of relationship: Not Applicable - b. Nature of contracts/arrangements/transactions: Not Applicable - c. Duration of the contracts/arrangements/transactions: Not Applicable - d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - e. Date(s) of approval by the Board, if any: Not Applicable - f. Amount paid as advances, if any: None Note: All related party transactions are benchmarked for arm's length, approved by Audit Committee and reviewed by Statutory Auditors. The above disclosures on material transactions are based on threshold of 10% of consolidated turnover and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. On behalf of the Board of Directors N. Chandrasekaran Mumbai, April 19, 2018 Chairman Directors' Report I 43 # Annual Report 2017-18 # Annexure II # Annual Report on CSR Activities A brief outline of the Company's Corporate Social Responsibility (CSR) policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes: The guiding principle of TCS' CSR programs is ""Impact through Empowerment"". Empowerment results in enabling people to lead a better life. The Company's focus areas are Education and Skill Development, Health and Wellness and Environmental Sustainability. In addition, the Company has been supporting the restoration of heritage sites as well as participating in relief operations during natural disasters. The Company's participation focuses on operations where it can contribute meaningfully either through employee volunteering or through using core competency which develops solutions. In addition, for key engagements, it also partners with other Tata entities, NGOs, Government and the clients. The communities that the Company chooses are economically backward, and consist of marginalized groups (like women, children and aged) and differently abled."
+"In addition, the Affirmative Action programs of the Company in India are directed towards SC/ST communities as defined by the Government of India. The projects undertaken are within the broad framework of Schedule VII of the Companies Act, 2013. Details of the CSR policy and projects or programmes undertaken by the Company are available on links given below: CSR Policy Community Initiatives and Impact 1. The composition of the CSR committee: The Company has a CSR committee of directors comprising Mr. N. Chandrasekaran, Chairman of the Committee, Mr. O. P. Bhatt, Mr. Rajesh Gopinathan and Ms. Aarthi Subramanian. 2. Average net profit of the company for last three financial years for the purpose of computation of CSR: `24,868 crores. 3. Prescribed CSR Expenditure (two per cent of the amount as in item 2 above): `497 crores. 4. Details of CSR spent during the financial year: - Total amount to be spent for the financial year: `497 crores. - Amount unspent: `97 crores. Some of the large programmes in the areas of healthcare, education and promoting employability are multiyear projects. - Manner in which the amount spent during the financial year: Annexed. 5. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Please refer to item no. 4(b) above. 6. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company. Rajesh Gopinathan Chief Executive Officer and Managing Director N. Chandrasekaran Chairman, Corporate Social Responsibility Committee Mumbai, April 19, 2018 44 I Directors' Report # 4 (c) Manner in which amount spent during the financial year is detailed below: |Sr. No.|CSR Project or Activity identified|Sector in which project is covered|Projects or programs|Amount Outlay (budget)|Amount spent on the projects or program|Cumulative Expenditure upto the reporting period|Amount Spent : Direct or through implementing agency| |---|---|---|---|---|---|---|---| |1|Training and educating children, women, elderly, differently abled, scholarships, special education and increasing employability, childline software support to track missing children|Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects, measures for reducing inequalities faced by socially and economically backward groups|Pan India|263|86|247|Through implementing agency| |2|Disaster Relief, technical support for Hospitals including Cancer Institutes, promoting hygenic sanitation|Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water|Pan India|400|131|310|Through implementing agency| Directors' Report I 45 # Annual Report 2017-18 |Sr. No.|CSR Project or Activity identified|Sector in which project is covered|Projects or programs|Amount Outlay (budget)|Amount spent on the projects or program|Cumulative Expenditure upto the reporting period|Amount Spent : Direct or through implementing agency| |---|---|---|---|---|---|---|---| |3|Water conservation through desilting, repair and maintenance of lakes, watershed restoration for sustainability and flood protection.|Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga|Pan India|16|1|2|Direct| |4|Contribution to TCS Foundation|Various sectors covered by Schedule VII of the Companies Act, 2013|Pan India|492|172|490|Through implementing agency| |Sub-total|Sub-total|Sub-total|Sub-total|1,171|390|1,049| | |Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|10| |Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|400| Note: With respect to the projects identified by the Company as a part of its CSR activities, the Company had an outlay of `1,180 crore against which a cumulative expenditure of `1,056 crore has been incurred upto March 31, 2018. # Directors' Report # Annexure III # Form No. MGT-9 # Extract of Annual Return as on the financial year ended on March 31, 2018 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] # I. REGISTRATION AND OTHER DETAILS: - i. CIN: L22210MH1995PLC084781 - ii. Registration Date: January 19, 1995 - iii. Name of the Company: Tata Consultancy Services Limited - iv."
+"Category / Sub-Category of the Company: Company Limited by shares / Indian Non-Government Company - v. Address of the Registered office and contact details: - 9th Floor, Nirmal Building, - Nariman Point, - Mumbai 400 021 - Tel: 91 22 6778 9595 - Email: investor.relations@tcs.com - Website: www.tcs.com - vi. Whether listed company: Yes - vii. Name, Address and Contact details of Registrar and Transfer Agent, if any: - TSR DARASHAW Limited - 6-10, Haji Moosa Patrawala Industrial Estate - 20, Dr. E. Moses Road - Mahalaxmi - Mumbai 400 011 - Tel: 91 22 6656 8484 - Fax: 91 22 6656 8494 - Email: csg-unit@tsrdarashaw.com - Website: www.tsrdarashaw.com # II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated: |Sr. No.|Name and Description of main products / services|NIC Code of the Product / service|% to total turnover of the company| |---|---|---|---| |1.|Computer Programming, Consultancy and Related Activities|620|100| Directors' Report I 47 # Annual Report 2017-18 # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES |Sr. No.|Name and Address of the Company|CIN / GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |1.|Tata Sons Limited Bombay House, 24, Homi Modi Street, Mumbai 400 001.|U99999MH1917PLC000478|Holding|71.89|2(46)| |2.|APTOnline Limited Kohinoor, e-Park Plot No.1, Jubilee Gardens, Hyderabad 500081, Telangana, India|U75142TG2002PLC039671|Subsidiary|89|2(87)| |3.|C-Edge Technologies Limited Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai 400 093, Maharashtra, India|U72900MH2006PLC159038|- do -|51|2(87)| |4.|MP Online Limited Nirupam, Shopping Mall, 2nd Floor, Ahmedpur, Hoshangabad Road, Bhopal 462026, Madhya Pradesh, India|U72400MP2006PLC018777|- do -|89|2(87)| |5.|TCS e-Serve International Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U72300MH2007PLC240002|- do -|100|2(87)| |6.|MahaOnline Limited Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai 400032, Maharashtra, India|U72900MH2010PLC206026|- do -|74|2(87)| |7.|TCS Foundation 9th floor, Nirmal Building, Nariman Point, Mumbai 400 021 Maharashtra, India|U74999MH2015NPL262710|- do -|100|2(87)| |8.|Tata Consultancy Services (Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|Not applicable|- do -|100|2(87)| |9.|Tata Consultancy Services (South Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|- do -|- do -|100|2(87)| |10.|Tata Consultancy Services Qatar S. S. C. 935 Al Fardan Office Tower, Al Fardan 61, P.O. Box No. 31316, Doha, State of Qatar|- do -|- do -|100|2(87)| |11.|Tata Consultancy Services Saudi Arabia Akaria, Centre II, 7th Floor, Office No 712, Kingdom of Saudi Arabia|- do -|- do -|76|2(87)| |12.|Tata Consultancy Services Asia Pacific Pte Ltd. 60, Anson Road, # 18-01, Mapletree Anson, Singapore 079914|- do -|- do -|100|2(87)| |13.|Tata Consultancy Services Malaysia Sdn Bhd Suite 21-16, Level 21, G Tower, 199, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.|- do -|- do -|100|2(87)| |14.|Tata Consultancy Services (China) Co., Ltd. 1st floor, Tower D 3rd Block Zhongguancun Software Park Building No. 9, No. 8 Dongbeiwang West Road, Haidian District, Beijing, Peoples Republic of China|- do -|- do -|93.20|2(87)| |15.|PT Tata Consultancy Services Indonesia Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950|- do -|- do -|100|2(87)| |16.|Tata Consultancy Services (Thailand) Limited 32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, Wattana District, Bangkok|-do-|-do-|100|2(87)| |17.|Tata Consultancy Services (Philippines), Inc. 10th Floor, Panorama Towers, 34th Street Corner, Lane A, Bonifacio Global City, Taguig City, Philippines 1634|- do -|- do -|100|2(87)| # 48 I Directors' Report |Sr. No.|Name and Address of the Company|CIN / GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |18.|Tata Consultancy Services Japan, Ltd. 38 Masonic MT Building, 4-1-4 Shibakoen, Minato Ku, Tokyo, Japan|- do -|- do -|51|2(87)| |19.|Tata Consultancy Services Canada Inc. 400 University Avenue, 25th Floor, Toronto, Ontario M5G 1S5, Canada|- do -|- do -|100|2(87)| |20.|Tata Consultancy Services De Espana S.A. C/ Santa Leonor 65, Edificio F 2 planta 28037, Madrid, Spain|- do -|- do -|100|2(87)| |21.|Tata Consultancy Services Deutschland GmbH Messeturm, D-60308 Frankfurt a.M., Germany|- do -|- do -|100|2(87)| |22.|Tata Consultancy Services Netherlands B.V. Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam, The Netherlands|- do -|- do -|100|2(87)| |23.|Tata Consultancy Services Sverige AB Mäster Samuelsgatan, 42 SE 111 57, Sweden|- do -|- do -|100|2(87)| |24.|Tata Consultancy Services Belgium (formerly Tata Consultancy Services Belgium S.A.) Lenneke Marelaan 6, 1932 Sint-Stevens-Woluwe, Belgium|- do -|- do -|100|2(87)| |25.|TCS Italia s.r.l. Corso Italia 1, Milano 20122, Italy|- do -|- do -|100|2(87)| |26.|Diligenta Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|- do -|100|2(87)| |27.|Tata Consultancy Services (Portugal) Unipessoal, Limitada Av. José Gomes Ferreira, 15.7 U, 1495-139 Algés Portugal|- do -|- do -|100|2(87)| |28.|Tata Consultancy Services Luxembourg S.A."
+"Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg|- do -|- do -|100|2(87)| |29.|Tata Consultancy Services Switzerland Ltd Thurgauerstrasse 36/38, 8050 Zurich, Switzerland|- do -|- do -|100|2(87)| |30.|Tata Consultancy Services Osterreich GmbH Schottengasse 1, 1010 Wien, Austria|- do -|- do -|100|2(87)| |31.|Tata Consultancy Services Danmark ApS C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark|- do -|- do -|100|2(87)| |32.|Tata Consultancy Services France SA (formerly Alti S.A.) Tour Franklin-La Defense 8, 100/101 Terrasse Boieldieu-92042 La Defense Cedex, Paris, France|- do -|- do -|100|2(87)| |33.|TCS FNS Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |34.|TCS Financial Solutions Australia Holdings Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |35.|TCS Financial Solutions Australia Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |36.|TCS Financial Solutions Beijing Co., Ltd. Unit 2509, No.23, Qinghe Anningzhuang East Road No.18, Haidian District, Beijing, Peoples Republic of China 100193|- do -|- do -|100|2(87)| |37.|TCS Iberoamerica S.A. Colonia 1329; Montevideo, Uruguay|- do -|- do -|100|2(87)| |38.|TCS Solution Center S.A. Ruta 8, km 17500, Zonamerica, Ed 600, Montevideo, Uruguay|- do -|- do -|100|2(87)| Directors' Report I 49 # Annual Report 2017-18 |Sr. No.|Name and Address of the Company|CIN / GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |39.|Tata Consultancy Services Argentina S.A. Uspallata 3046; Capital Federal, Buenos Aires, Argentina (CP: C1437JCJ)|- do -|- do -|99.99|2(87)| |40.|Tata Consultancy Services De Mexico S.A., De C.V. Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, México, D.F., México (Postal Code: 03100)|- do -|- do -|100|2(87)| |41.|TCS Inversiones Chile Limitada Curico 18, 3rd & 5th Floor, Santiago, Chile|- do -|- do -|100|2(87)| |42.|Tata Consultancy Services Do Brasil Ltda Av. Aruanã, 70. Tamboré - Barueri; São Paulo, Brazil (Postal Code: 06460-010)|- do -|- do -|100|2(87)| |43.|Tata Consultancy Services Chile S.A. Curicó 18, piso 3, Santiago, Chile|- do -|- do -|100|2(87)| |44.|TATASOLUTION CENTER S.A Francisco Salazar E10-61 and Camilo Destruge, Building INLUXOR 7th Floor; Quito, Ecuador|- do -|- do -|100|2(87)| |45.|TCS Uruguay S.A. Colonia 1324, Montevideo, Uruguay (Postal Code: 11100)|- do -|- do -|100|2(87)| |46.|Technology Outsourcing S.A.C. Las Begonisa 475, sexto pisa, San Isidro, Lima 27-Peru|- do -|- do -|100|2(87)| |47.|MGDC S.C. Avenue Tizoc No.97, Colonia Ciudad del Sol, ZapopanJalisco, Mexico (Postal Code 45050)|- do -|- do -|100|2(87)| |48.|Tata America International Corporation 101, Park Avenue, 26th Floor, New York 10178, U.S.A.|- do -|- do -|100|2(87)| |49.|CMC Americas, Inc. 379 Thornall Street, Edison 08837, New Jersey, U.S.A.|- do -|- do -|100|2(87)| |50.|TCS e-Serve America, Inc. Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle County, Delaware - 19801, U.S.A.|- do -|- do -|100|2(87)| |51.|CMC eBiz, Inc. 379 Thornall Street, Edison 08837, New Jersey, U.S.A.|- do -|- do -|100|2(87)| # Directors' Report # IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) # i) Category-wise Shareholding |Sr. No.|Category of Shareholders|No. of Shares held at the beginning of the year 01.04.2017| | | | |No. of Shares held at the end of the year 31.03.2018| |%|No. of Shares held at the beginning of the year 01.04.2017|No. of Shares held at the end of the year 31.03.2018|%|Change during the year| |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |A. Promoters and Promoter Group|(1) Indian|(a) Individuals/Hindu Undivided Family|0|0|0|0|0|0|0| | | | | | |(b) Central Government/State Government(s)|0|0|0|0|0|0|0|0| | | | | | |(c) Bodies Corporate|1,44,45,15,152|0|1,44,45,15,152|73.3|1,37,66,73,818|0|1,37,66,73,818|71.9|(1.4)| | | | | |(d) Financial Institutions/Banks|0|0|0|0|0|0|0|0| | | | | | |(e) Others-Trust|0|0|0|0|0|0|0|0| | | | | |Sub-Total (A) (1)| |1,44,45,15,152|0|1,44,45,15,152|73.3|1,37,66,73,818|0|1,37,66,73,818|71.9|(1.4)| | | | | |(2) Foreign|(a) Individuals (Non-Resident Individuals/Foreign Individuals)| |0|0|0|0|0|0|0|0| | | | |(b) Bodies Corporate|0|0|0|0|0|0|0|0| | | | | | |(c) Institutions|0|0|0|0|0|0|0|0| | | | | | |(d) Qualified Foreign Investor|0|0|0|0|0|0|0|0| | | | | | |(e) Any Other (specify)|0|0|0|0|0|0|0|0| | | | | |Sub-Total (A) (2)| |0|0|0|0|0|0|0|0| | | | | |Total Shareholding of Promoter and Promoter Group (A)| |1,44,45,15,152|0|1,44,45,15,152|73.3|1,37,66,73,818|0|1,37,66,73,818|71.9|(1.4)| | | | |(B) Public Shareholding|(1) Institutions|(a) Mutual Funds/UTI|1,85,22,768|1,773|1,85,24,541|0.9|4,11,97,074|1,725|4,11,98,799|2.2|1.3| | | | |(b) Financial Institutions/Banks|7,31,730|2,703|7,34,433|0|5,42,844|2,555|5,45,399|0|0| | | | | |(c) Central Government/State Government(s)|10,44,253|0|10,44,253|0.1|8,90,812|0|8,90,812|0|(0.1)| | | | | |(d) Venture Capital Funds|0|0|0|0|0|0|0|0| | | | | | |(e) Insurance Companies|8,63,30,709|0|8,63,30,709|4.4|9,01,63,887|0|9,01,63,887|4.7|0.3| | | | | |(f) Foreign Institutional Investors|3,56,48,888|0|3,56,48,888|1.8|29,03,768|0|29,03,768|0.2|(1.6)| | | | | |(g) Foreign Venture Capital Investors|0|0|0|0|0|0|0|0| | | | | File: AR_TCS_2017_2018.md | |(h) Qualified Foreign Investors|0|0|0|0|0|0|0|0| | | | | | |(i) Foreign Portfolio Investors (Corporate)|29,72,84,243|0|29,72,84,243|15.1|32,02,12,127|0|32,02,12,127|16.7|1.6| | | | | |(j) Any Other (specify)| | | | | | | | | | | | | |Sub-Total (B) (1)| |43,95,62,591|4,476|43,95,67,067|22.3|45,59,10,512|4,280|45,59,14,792|23.8|1.5| | | | # Annual Report 2017-18 |Sr. No.|Category of Shareholders|No."
+"of Shares held at the beginning of the year 01.04.2017|No. of Shares held at the end of the year 31.03.2018|%|No. of Shares held at the beginning of the year 01.04.2017|No. of Shares held at the end of the year 31.03.2018|%|Change during the year| | | |---|---|---|---|---|---|---|---|---|---|---| |(2)|Non-Institutions| | | | | | | | | | |(a)|Bodies Corporate|46,57,240|2,07,186|48,64,426|0.3|65,43,057|18,072|65,61,129|0.3|0.1| |(b)|Individuals -| | | | | | | | | | |i|Individual shareholders holding nominal share capital upto ` 1 lakh|6,20,98,566|9,12,518|6,30,11,084|3.2|5,54,47,184|8,17,080|5,62,64,264|2.9|(0.3)| |ii|Individual shareholders holding nominal share capital in excess of ` 1 lakh|1,40,91,398| |1,40,91,398|0.7|1,22,05,322| |1,22,05,322|0.7|(0.1)| |(c)|Qualified Foreign Investors|0|0|0|0|0|0|0|0|0| |(d)|Any Other| | | | | | | | | | |i|Trusts|22,95,183|0|22,95,183|0.1|39,56,861|0|39,56,861|0.2|0.1| |ii|Foreign Companies|28|0|28|0|28|0|28|0|0| |iii|Clearing Members/Clearing House|20,83,603|0|20,83,603|0.1|17,77,666|0|17,77,666|0.1|(0)| |iv|Alternative Investment Fund|0|0|0|0|8,25,661|0|8,25,661|0|0| |v|IEPF Suspense A/c|0|0|0|0|1,08,050|0|1,08,050|0.1|0.1| |Sub-total (B) (2)| |8,52,26,018|11,19,704|8,63,45,722|4.4|8,08,63,829|8,35,152|8,16,98,981|4.3|(0.1)| |Total Public Shareholding| |52,47,88,609|11,24,180|52,59,12,789|26.7|53,67,74,341|8,39,432|53,76,13,773|28.1|1.4| |(B) = (B)(1)+(B)(2)| |1,96,93,03,761|11,24,180|1,97,04,27,941|100.0|1,91,34,48,159|8,39,432|1,91,42,87,591|100.0|0| |(C)|Shares held by Custodians and against which Depository Receipts have been issued|0|0|0|0|0|0|0|0|0| |GRAND TOTAL (A)+(B)+(C)| |1,96,93,03,761|11,24,180|1,97,04,27,941|100.0|1,91,34,48,159|8,39,432|1,91,42,87,591|100.0|0| # 52 I Directors' Report # ii) Shareholding of Promoters (including Promoter Group) |Sr. No.|Shareholder's Name|Shareholding at the beginning of the year 01.04.2017|% of total Shares of the company|% of Shares Pledged/ encumbered to total shares|Shareholding at the end of the year 31.03.2018|% of total Shares of the company|% of Shares Pledged/ encumbered to total shares|% change in shareholding during the year| |---|---|---|---|---|---|---|---|---| |1.|Tata Sons Limited (Promoter)|1,44,34,51,698|73.3|2.3|1,37,61,18,911|71.9|2.1|(1.4)| |2.|Tata Industries Limited|3,700|0|0|3,610|0|0|0| |3.|AF-Taab Investment Company Limited|4,84,902|0|0|0|0|0|0| |4.|Tata Investment Corporation Limited|5,50,000|0|0|5,27,110|0|0|0| |5.|Tata Steel Ltd (Formerly Kalimati Investment Company Limited)|24,400|0|0|23,804|0|0| | |6.|The Tata Power Company Limited|452|0|0|383|0|0| | |Total| |1,44,45,15,152|73.3|2.3|1,37,66,73,818|71.9|2.1|(1.4)| # iii) Change in Promoters' (including Promoter Group) Shareholding (please specify, if there is no change) |Sr. No.|Name of the Shareholder|Shareholding at the beginning of the year 01.04.2017|Date|Reason|Increase/Decrease in Shareholding|Cumulative Shareholding during the Year| |---|---|---|---|---|---|---| |1|Tata Sons Limited|144,34,51,698|06-06-2017|Tendered in buyback offer|(3,60,63,787)|144,34,51,698| | | | |16-03-2018|Sale of Shares|(3,12,69,000)|1,37,61,18,911| |2|Tata Industries Limited|3,700|06-06-2017|Tendered in buyback offer|(90)|3,700| | | | | | | |3,610| |3|Af-Taab Investment Company Limited|4,84,902|06-06-2017|Tendered in buyback offer|(74,288)|4,84,902| | | | |23-01-2018|Sale of Shares|(1,28,238)| | | | | |26-01-2018|Sale of Shares|(2,82,376)|0| |4|Tata Investment Corporation Ltd|5,50,000|06-06-2017|Tendered in buyback offer|(22,890)|5,50,000| | | | | | | |5,27,110| |5|Tata Steel Limited|24,400|06-06-2017|Tendered in buyback offer|(596)|24,400| | | | | | | |23,804| |6|The Tata Power Company Limited|452|06-06-2017|Tendered in buyback offer|(69)|452| | | | | | | |383| # Annual Report 2017-18 # iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holder of GDRs and ADRs): |Sr. No|Top Ten Shareholders*|Shareholding at the beginning of the year 01.04.2017|Cumulative Shareholding at end of the year 31.03.2018| |---|---|---|---| |1|Life Insurance Corporation of India|No of shares: 7,18,41,104 % of total shares of the company: 3.7|No of shares: 7,53,84,947 % of total shares of the company: 3.9| |2|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|No of shares: 1,60,35,510 % of total shares of the company: 0.8|No of shares: 1,50,54,489 % of total shares of the company: 0.8| |3|Lazard Emerging Markets Equity Portfolio|No of shares: 1,05,32,329 % of total shares of the company: 0.5|No of shares: 98,19,005 % of total shares of the company: 0.5| |4|Oppenheimer Developing Markets Fund|No of shares: 94,72,685 % of total shares of the company: 0.5|No of shares: 79,96,009 % of total shares of the company: 0.4| |5|HDFC Trustee Company Limited|No of shares: 46,04,547 % of total shares of the company: 0.2|No of shares: 76,45,593 % of total shares of the company: 0.4| |6|Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds|No of shares: 75,00,802 % of total shares of the company: 0.4|No of shares: 75,95,080 % of total shares of the company: 0.4| |7|SBI Mutual Fund|No of shares: 39,44,557 % of total shares of the company: 0.2|No of shares: 70,56,720 % of total shares of the company: 0.4| |8|Government of Singapore|No of shares: 98,57,425 % of total shares of the company: 0.5|No of shares: 64,97,754 % of total shares of the company: 0.3| |9|Abu Dhabi Investment Authority|No of shares: 1,10,33,526 % of total shares of the company: 0.6|No of shares: 62,96,384 % of total shares of the company: 0.3| |10|Vanguard Total International Stock Index Fund|No of shares: 56,85,917 % of total shares of the company: 0.3|No of shares: 61,79,273 % of total shares of the company: 0.3| * The shares of the Company are traded on daily basis and hence the datewise increase/decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. # v) Shareholding of Directors and Key Managerial Personnel: |Sr. No.|Name of the Shareholder|Date|Reason|Shareholding at the beginning of the year 01.04.2017|Cumulative Shareholding at the end of the year 31.03.2018| |---|---|---|---|---|---| |1|Mr. N. Chandrasekaran|01-Apr-2017| |No."
+"of shares: 88,528 % of total shares of the company: 0|No. of shares: 88,528 % of total shares of the company: 0| | | |31-Mar-2018| | |No. of shares: 88,528 % of total shares of the company: 0| |2|Mr. Ishaat Hussain*|01-Apr-2017| |No. of shares: 1,740 % of total shares of the company: 0|No. of shares: 1,740 % of total shares of the company: 0| | | |06-Jun-2017|Tendered in buyback offer|No. of shares: (42) % of total shares of the company: 0|No. of shares: 1,698 % of total shares of the company: 0| | | |03-Sept-2017| | |No. of shares: 1,698 % of total shares of the company: 0| |3|Ms. Aarthi Subramanian|01-Apr-2017| |No. of shares: 2,800 % of total shares of the company: 0|No. of shares: 2,800 % of total shares of the company: 0| | | |31-Mar-2018| | |No. of shares: 2,800 % of total shares of the company: 0| |4|Mr. Rajesh Gopinathan|01-Apr-2017| |No. of shares: 1,130 % of total shares of the company: 0|No. of shares: 1,130 % of total shares of the company: 0| | | |31-Mar-2018| | |No. of shares: 1,130 % of total shares of the company: 0| |5|Mr. N. Ganapathy Subramaniam|01-Apr-2017| |No. of shares: 98,880 % of total shares of the company: 0|No. of shares: 98,880 % of total shares of the company: 0| | | |31-Mar-2018| | |No. of shares: 98,880 % of total shares of the company: 0| |1|Mr. Ramakrishnan V.|01-Apr-2017| |No. of shares: 300 % of total shares of the company: 0|No. of shares: 300 % of total shares of the company: 0| | | |25-Aug-2017|Purchase of Shares|No. of shares: 700 % of total shares of the company: 0|No. of shares: 1,000 % of total shares of the company: 0| | | |31-Mar-2018| | |No. of shares: 1,000 % of total shares of the company: 0| |2|Mr. Rajendra Moholkar|01-Apr-2017| |No. of shares: 182 % of total shares of the company: 0|No. of shares: 182 % of total shares of the company: 0| | | |31-Mar-2018| | |No. of shares: 182 % of total shares of the company: 0| *Retired as Director of the Company w. e. f. September 3, 2017 in accordance with the retirement age policy for Directors. # V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment | |Secured Loans|Unecured Loans|Deposits|Total Indebtedness| |---|---|---|---|---| |Note 1|Note 2|Note 3| | | |Indebtedness at the beginning of the financial year| | | | | |i) Principal Amount|50|200|3|253| |ii) Interest due but not paid|0|0|0|0| |iii) Interest accrued but not due|0|0|0|0| |Total (i+ii+iii)|50|200|3|253| |Change in Indebtedness during the financial year| | | | | |*€ Addition|0|0|0|0| |*€ Reduction|(6)|(19)|0|(25)| |Net Change|(6)|(19)|0|(25)| |Indebtedness at the end of the financial year| | | | | |i) Principal Amount|44|181|3|228| |ii) Interest due but not paid|0|0|0|0| |iii) Interest accrued but not due|0|0|0|0| |Total (i+ii+iii)|44|181|3|228| Notes: 1. These liabilities represent obligations under finance lease including current portion of obligations of `44 crore as of March 31, 2018. 2. These represent bank overdraft of `181 crores as of March 31, 2018. 3. These are deposits received on account of sub-lease of premises and from vendors for contracts to be executed. # VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL # A. Remuneration to Managing Director, Whole-time Directors and / or Manager: |Sr. No.|Particulars of Remuneration| |Name of MD/WTD/Manager| | | |---|---|---|---|---|---| | | |Mr. Rajesh Gopinathan|Mr. N. Ganapathy|Ms. Aarthi|Total| | |Chief Executive Officer and Managing Director| |Subramaniam|Chief Operating Officer and Executive Director| | |1|Gross salary| | | | | |(a)|Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|102.3|95.6|35.9|233.8| |(b)|Value of perquisites u/s 17(2) of the Income-tax Act, 1961|60.1|11.5|3.3|74.9| |(c)|Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961|-|-|-|-| |2|Stock Option|-|-|-|-| |3|Sweat Equity|-|-|-|-| |4|Commission|1000.0|700.0|150.0|1850.0| | |as % of profit|0.03|0.02|0.01|0.06| |5|Others, Allowances|86.8|122.7|42.4|251.9| |Total (A)| |1249.2|929.8|231.6|2410.6| | |Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)| | | |3,11,537.3| * Relinquished the office of Executive Director and appointed as an Additional Director in non-executive capacity w.e.f. August 17, 2017. # Annual Report 2017-18 # B. Remuneration to other directors: |Sr. No.|Particulars of Remuneration|Sitting Fees for attending board/ committee meetings|Commission|Others, please specify|Total Amount| |---|---|---|---|---|---| |1|Independent Directors| | | | | | |Mr. Aman Mehta|4.5|300|-|304.5| | |Mr. V. Thyagarajan|5.1|200|-|205.1| | |Prof. Clayton M. Christensen|0.6|150|-|150.6| | |Dr. Ron Sommer|3.9|210|-|213.9| | |Dr. Vijay Kelkar*|0.6|50|-|50.6| | |Mr. O. P. Bhatt|5.7|200|-|205.7| | |Dr. Pradeep Kumar Khosla**|0.6|25|-|25.6| | |Total (1)|21.0|1135|-|1156.0| |2|Other Non-Executive Directors| | | | | | |Mr. N."
+"Chandrasekaran#|3.0|-|-|3.0| | |Mr. Ishaat Hussain***|2.4|130|-|132.4| | |Ms. Aarthi Subramanian#|2.4|-|-|2.4| | |Total (2)|7.8|130|-|137.8| | |Total (B)=(1+2)|28.8|1265|-|1293.8| | |Total Managerial Remuneration| |1265| | | | |Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)| | | |31,153.7| * Retired as Independent Director w.e.f. May 14, 2017, in accordance with the retirement age policy for Directors. ** Appointed as an Additional and Independent Director w.e.f. January 11, 2018. *** Retired as Director w.e.f. September 3, 2017 in accordance with retirement age policy for Directors. # Being in full time employment of other Tata company is not eligible for commission from FY18 onwards, pursuant to a policy in this regard. # C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD |Sr. No.|Particulars of Remuneration|Key Managerial Personnel| | | | | | | | |---|---|---|---|---|---|---|---|---|---| |1|Gross salary| | | | | | | | | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|Mr. Ramakrishnan V. Chief Financial Officer|66.5|Mr. Suprakash@ Mukhopadhyay|9.5|Mr. Rajendra Moholkar@@ Company Secretary|15.1|Total|91.1| | |(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961|7.2|4.7| |0.4|12.4| | | | | |(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961| | | |-|-|-|-| | |2|Stock Option|-|-|-|-| | | | | |3|Sweat Equity|-|-|-|-| | | | | |4|Commission|-|-|-|-| | | | | | |as % of profit|-|-|-|-| | | | | |5|Others, Allowances|263.3|15.2|103.0| |381.5| | | | | |Total|337.0|29.4|118.5| |485.0| | | | @ Relinquished the office of Company Secretary and Compliance Officer w.e.f. April 24, 2017. @@ Appointed as Company Secretary and Compliance Officer w.e.f. April 24, 2017. # VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2018. 56 I Directors' Report # Form No. MR-3 # Secretarial Audit Report # for the financial year ended March 31, 2018 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2018 according to the applicable provisions of: 1. The Companies Act, 2013 (the Act) and the rules made there under; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; 4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period) 5."
+"The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period) 6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) 7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) 8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 Directors' Report I 57 # Annual Report 2017-18 # (vi) Other laws specifically applicable to the Company namely:- - (a) Information Technology Act, 2000 and the rules made thereunder; - (b) Special Economic Zones Act, 2005 and the rules made thereunder; - (c) Software Technology Parks of India rules and regulations - (d) The Indian Copyright Act, 1957 - (e) The Patents Act, 1970 - (f) The Trade Marks Act, 1999 We have also examined compliance with the applicable clauses of the following: - (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. - (ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. However, the Company has spent an amount of `400 crore against the amount of `497 crore to be spent during the year towards Corporate Social Responsibility. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, the decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc. We further report that during the audit period, the Company had following event which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. The Company has completed buyback of its equity shares in June 2017. For Parikh & Associates Company Secretaries P. N. Parikh Partner Mumbai, April 19, 2018 FCS No: 327 CP No: 1228 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. 58 I Directors' Report # Annexure A To, The Members Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6."
+"The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner Mumbai, April 19, 2018 FCS No: 327 CP No: 1228 Directors' Report I 59 # Annual Report 2017-18 # Management Discussion and Analysis # 1.0 Overview of the Industry In FY 2018, the global market for software and services is estimated to have grown to $1.3 Trillion1. Within that, outsourced IT-BPM services grew by 2.6% over the prior year. IT Services is estimated to have grown by 2.4% year on year, driven by digital demand, while Business Process Management (BPM) grew by 4% over the prior year on account of greater implementation of automation. TCS has historically grown much faster than the market, driven by significant market share gains on account of a superior capabilities, greater participation in the digital opportunity and track record in taking on and successfully executing large, transformational programs. In the latest five-year period, while the market for IT-BPM services expanded by a CAGR of 1.3% (IT Services CAGR: 0.6%), TCS had a CAGR of 10.5% in USD terms. # 2.0 Our Business # a. An Overview TCS is an IT services, consulting and business solutions organization offering transformational as well as outsourcing services to global enterprises. We have a global presence, deep domain expertise in multiple industry verticals and a rich portfolio of services - consisting of consulting and service integration, digital transformation services, and cognitive business operations - targeting every C-suite stakeholder. The Company uses all these, and its industry leading suite of products and platforms to deliver high quality, high impact solutions leveraging the latest technologies to customers across the world. Our geographic footprint consists of North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India and Middle-East & Africa. TCS considers industry verticals as its primary business segments. The five key verticals are: Banking, Financial Services & Insurance (BFSI), Retail and Consumer Business, Communication, Media and Technology, Manufacturing and Others. The last category includes Life Sciences and Healthcare, Energy, Resources and Utilities, and others. # b. Strategy TCS has successfully navigated through multiple technology cycles over the last five decades, pivoting and adapting each time to build relevant new capabilities and helping our clients realize the benefits of that new technology. Our responsiveness, agility and adaptability to change have been core to our longevity. Customer-centricity is at the core of TCS' strategy, organization structure and investment decisions. The philosophy has been to expand and deepen customer engagements by continually looking for new areas in the customer's operational value chain where TCS can add value, and to proactively invest in building newer capabilities to participate in those opportunities. This has resulted in a continual expansion of every customer relationship in terms of the services consumed, revenue and share of wallet. The willingness to invest in the relationship, the commitment to deliver outstanding outcomes and the track record of execution excellence has resulted in high satisfaction levels and long, enduring customer relationships. Over time, every customer engagement results in the build-up of deep contextual knowledge of the customer's business which is leveraged to build innovative, transformative solutions. This is aided by TCS' investments in a robust research and innovation program, IP portfolio of accelerators, products and platforms, and partnerships and alliances with leading technology providers. TCS' technology-agnosticism, appetite for investments in new capabilities and IP, full services portfolio, and enduring customer relationships keep TCS relevant through business and technology cycles, and makes the business very resilient."
+"1 Source: NASSCOM Strategic Review FY 2018 60 I Management Discussion and Analysis # Strategic Element Outcomes Validation Metrics A more detailed breakup of the various elements of strategy, their outcomes and the validation metrics is provided below: # Customer-centric organization structure and investment strategy - Vertical expertise, monetizable as IP - Deeper contextual knowledge - Entrepreneurial mindset in the business units - Continual acquisition of relevant skills to expand footprint - Expanding scope of engagements - Greater accountability - Higher customer satisfaction - Deep, enduring relationships - More defendable wallet share # Full services capability spanning consulting and service integration, digital transformation services and business and IT operations - Larger transformational deals - More cross sell/up sell opportunities - Expanding scope of engagements - Improved share of wallet - Strong participation in digital opportunity - Continued relevance through cycles - Greater resilience # Investment in Research & Innovation, intellectual property and solution frameworks - Proactive solutioning - Stronger connect with business - Superior mindshare - Better time to market - Non-linear revenues - Pricing premium # Investing to expand our addressable market by: - Acquiring new clients in existing geographies and verticals - Scaling newer geographies/industry verticals - Building new capabilities/launching new business models that leverage core strengths # Outcomes - Superior client metrics - Strong references and testimonials - Growing revenue from Digital engagements - Resilient pricing - Superior margins - Sustainability of margins # Validation Metrics - Deal wins - Client metrics - Digital growth - Historic growth profile - Higher productivity on an incremental basis # 3.0 Business 4.0 TCS unveiled its Business 4.0 thought leadership framework that helps customers leverage the power of digital technologies to further their growth and transformation agendas. In the Business 4.0 era, the most successful enterprises are those that harness the abundance of resources created by the convergence of intelligence, agility, automation and cloud, and leverage digital technologies to become smarter, leverage the ecosystem, embrace risk and deliver a hyper-personalized experience to customers, to create exponential value. Management Discussion and Analysis I 61 # Annual Report 2017-18 # a. Strategic Investments File: AR_TCS_2017_2018.md TCS pioneered the use of the word 'digital' to describe the new family of technologies that emerged in the last few years, and recognizing their potential, made investments ahead of time in building relevant capabilities - in terms of reskilling the workforce, research and innovation, building collaborative workspaces and innovation centers, intellectual property in these new areas and alliances and partnerships. Those early investments have given TCS a head start in participating in our customers' Business 4.0 journeys. # b. Outcomes With digital adoption progressing, project ticket sizes have been steadily increasing. Today, as our more forward looking customers progress in their Business 4.0 evolution, they are looking at revamping their core to enable their transformational objectives. Large transformational programs have deep, complex interlinkages to existing systems, and carry large operational risks. Our contextual knowledge, depth and scale in Digital capabilities positions us uniquely to meet their need for certainty and quick time to market. Consequently, TCS has gained significant share of wallet and is the preferred partner for our customers in their Digital initiatives. Revenues from Digital engagements constituted 21.2% of the Company's revenues in FY 2018, growing by 35.3% in constant currency over the prior year. The growing market share in Digital and glowing client testimonials of TCS' capabilities are also reflected in the high rankings assigned to TCS in the various competitive assessments pertaining to Digital capabilities, published by various industry analyst firms. In FY 2018, TCS was ranked a Leader among peers in 39 competitive assessments pertaining to different elements of the Digital stack. # 4.0 Talent Acquisition, Talent Development and Retention To cope with the demands of a Business 4.0 world, characterized by profound and rapid technology change, TCS' HR strategy is focused on reskilling and transforming its global, diverse workforce while providing a stimulating environment which is flexible, nurtures social contract, fosters innovation, builds a result-oriented, high performance culture. The Company has been leveraging Digital technologies extensively to reimagine its talent acquisition, talent development and engagement functions. The progressive policies, continual investment in upgrading employees' skills and the philosophy of empowering individuals and helping them realize their potential has made TCS' HR processes and outcomes an industry benchmark."
+"|Global, Diverse Workforce|Talent Development|Talent Retention| |---|---|---| |* 394,998 employees|* 247K + associates trained in digital|Best in class Attrition| |* 35.3% women|* 861K digital competencies acquired|* 11% in IT Services| |* 131 Nationalities|* 208K trained in Agile|* 11.8% Overall, including BPS| 2 Ref MD&A - AR FY 2011, CEO's Letter - AR FY 2012 62 I Management Discussion and Analysis # Academic Interface Program: Targets Campus Commune: A unique student engagement portal for collaboration and peer networking, featuring webinars, educational videos and expert blogs. Gamified hiring: Programming contests to spot top talent. |706 institutes in India|1.5 mn+ students|TESTimony, EngiNx, GameOn and CodeVita|1100+ hires| |---|---|---|---| |881 workshops; 139,108 students|19 countries| | | |2572 interns| | | | |345 Faculty Development programs; 12,412 teachers| | | | |379 institutes outside India; 703 internships| | | | |264 research scholars| | | | # a. Talent Acquisition TCS' talent acquisition strategy is to hire the right competencies required by the business at the right time, a judicious mix of lateral hires and trainees. TCS continues to remain the preferred employer at leading engineering campuses in India. The Company's college recruitment efforts in USA, Canada, Latin America, China and Hungary have been progressing well with very encouraging outcomes. TCS has also been recruiting graduates from the Top 10 B-Schools in the US for key business roles. A third party report published in 2017 named TCS as an industry-leading job creator in IT Services in the United States, and ranked #1 in US employee growth during that period. # b. Talent Diversity TCS is an Equal Opportunity Employer and subscribes to the Tata Code of Conduct in embracing diversity in race, nationality, religion, ancestry, marital status, gender, age, ethnic origin, physical ability, and sexual orientation. Compensation levels are merit-based, determined by qualification, experience levels, special-skills if any, and performance. Gender and any of the other diversity parameters do not play a part in determining compensation levels. TCS has a well-defined Diversity and Inclusion Policy. TCS' diversity-focused talent acquisition strategy has resulted in greater diversity of gender, geographic locations, and academic discipline. TCS is today one of the world's largest employer of women. Progressive policies such as extended parental leave, special focus on security of women employees, mentoring program for junior women employees (nWin), discussion circles to help women through major life stages, a reorientation program to re-connect employees after long leave, projecting profiles of inspirational women leaders (Be-Inspired), special leadership development programs address the needs and aspirations of women, a learning module to equip mid-level managers to work with diverse teams, a virtual support group called 'Workplace Parents Group' on child psychology and parenting workshops for working parents have all gone towards making the workplace more gender-equal. Our Center of Excellence for Accessibility works on IT solutions for differently-abled individuals, aiding their integration into the workforce. # c. Talent Development Investment in human capital by equipping employees with skills - soft skills, design skills, multi-technology skills and domain skills - has been one of the biggest drivers of value creation at TCS. Over the last five decades, TCS has navigated every technology change by investing in organic talent development, in keeping with its core value of fostering a culture of lifelong learning. The sheer scale and rapidity of technology change in the Business 4.0 world called for a reimagined approach to reskilling, quickly, at scale, and catering to the millennial workforce's preference to pick up knowledge only when needed, only to the extent required, and through experimentation and social consultation. TCS' response to this has been the Digital Learning Platform - an integrated ecosystem. # Annual Report 2017-18 that combines virtual, physical and experiential learning infrastructure with high quality content, available any place, any time and on any device. There are virtual development environments where they can try out their learning, with a social connect so they can consult peers. Additionally, there is a focus on enhancing the learning experience through simulations, gamified learning and adaptive assessments. This globally available learning platform has removed geographic boundaries, giving TCS' reskilling program the benefit of both scale and speed. # Leadership review and assessment profile of all leaders ensures the maintenance of a healthy succession pipeline. # e."
+"Talent Engagement Some of the platforms and initiatives we have at TCS to enhance and enrich employee engagement are: - Cara: AI-based HR assistant which answers employee questions on HR policies - Milo: Chatbot to facilitate the mentoring process - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing and for reward and recognition - Safety First: Initiative focused on employee safety and security. - Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness - Purpose4life: Forum for volunteering for community projects in the areas of Education, Health and Environment. - Maitree: helps in improving employee bonding within the organisation and promoting work-life balance, thereby, increasing employee retention. - PULSE: Our annual employee engagement and satisfaction survey is the organization's formal listening forum. # f. Compliance A robust internal check process is deployed to prevent and limit risk of non-compliance. The Compliance Cell within HR continues to track Acts/Laws in all countries of operation in the field of immigration, employment and labor laws. The Company approaches Compliance from both, reactive and proactive standpoints. # Career Management TCS has multiple initiatives to help employees grow in their careers: - 'CareerHub' is a platform enabling capture and fulfillment of career aspirations of employees and providing them a mentoring platform. Employees can choose their own mentor based on a match with their aspirational skill sets. - Inspire: A specialised programme used to groom and provide fast track career progression to high potentials. - Structured coaching programs at senior leadership levels to help them realise their full potential. 64 I Management Discussion and Analysis # 5.0 FY 2018 Financial Performance and Analysis The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2018. The financial statements of Tata Consultancy Services Limited and its subsidiaries have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS""), prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements 2 (a) to (r). The following table gives an overview of the consolidated financial results of the Company: | |FY 2018|% of|% Growth|FY 2017|% of| |---|---|---|---|---|---| |Revenue from operations|123,104|100.0|4.4|117,966|100.0| |Earnings before interest, tax, depreciation and amortisation (EBITDA) (Before Other Income)|32,516|26.4|0.6|32,311|27.4| |Profit Before Tax (PBT)|34,092|27.7|(1.2)|34,513|29.3| |Profit for the year (PAT)|25,880|21.0|(1.8)|26,357|22.3| |Earnings per share (in `)|134.19| |0.6|133.41| | # a. Analysis of revenue growth Growth attributable to | |FY 2018 (%)|FY 2017 (%)| |---|---|---| |Business growth|6.7|8.3| |Impact of exchange rate|(2.3)|0.3| |Total growth|4.4|8.6| Movements in currency exchange rates through the year resulted in an impact of (2.3%) on the reported revenue. The constant currency revenue growth for the year, which is reported revenue growth stripped of the currency impact, was 6.7%. Average currency rates during FY 2018 compared to those in FY 2017 are given below: |Currency|Weightage (%)|FY 2018|FY 2017|% Change YoY| |---|---|---|---|---| |USD|54.6|64.49|67.13|(3.9)| |GBP|12.4|86.05|87.35|(1.5)| |EUR|9.4|76.16|73.27|3.9| |CAD|3.2|50.36|51.01|(1.3)| |AUD|4.0|49.96|50.41|(0.9)| |JPY|2.5|0.58|0.62|(5.8)| # b. Segmental Performance The revenue break-up by Industry practice and Geography is provided below: # Annual Report 2017-18 Industry practice form the primary business segments for TCS. Segment revenues, year on year growth, a brief commentary and segment margins are provided below. # Industry Vertical |Segment|YoY Revenue Growth|Commentary|Segment Revenue FY 2018 (FY 2017)|Segment Margin % FY 2018 (FY 2017)| |---|---|---|---|---| |Banking, Financial Services and Insurance|1.9%|Back office rationalization using automation and cloud adoption was a trend across the BFSI industry. On the transformation side, key initiatives included automation, API-fication and advanced analytics. Holding back of spend by large banks in North America resulted in growth that was below the company average.|48,418 crore (47,505)|26.9% (27.6%)| |Manufacturing|7.0%|Manufacturing companies were focused on reducing their cost of operations, and use the savings to fund new transformational initiatives using digital technologies."
+"There was significant interest in cloud-related services and in the creation of a digital data core, as well as in implementing next generation enterprise solutions.|13,361 crore (12,486)|27.7% (28.6%)| |Retail and Consumer Business|2.9%|The Retail and Consumer business segment underperformed the rest of the Company, mainly on account of reduced technology spending by a few major retailers in the US, even as other retailers continued to invest in their digital programs, particularly in the area of personalizing customer journeys across channels, pre-emptive pricing and merchandizing transformation.|21,055 crore (20,459)|26.5% (28.1%)| |Communication, Media and Technology|8.2%|This business segment experienced the strongest growth within TCS' portfolio in FY 2018, driven by investments in customer experience transformation, analytics, operating model transformation, network transformation, and over the top services. Technology spends covered Digital transformation, adoption of Agile / DevOps, cloud migration, and automation.|21,131 crore (19,521)|27.4% (28.4%)| |Others|6.4%|Growth in this segment continued to be driven by strong performance by the biggest components namely, Life Sciences & Healthcare and Energy, Resources & Utilities, both of which continued to grow in double digits, driven by spending on analytics, cloud adoption, automation, and cyber security.|19,139 crore (17,995)|22.7% (23.7%)| 66 I Management Discussion and Analysis # c. TCS Products and Platforms 63,916 filed I 654 Patents # TCS' Advanced Drug Development Platform: - Data of over 100,000 patients, pertaining to over 170 trials was processed on ADD in FY 2018 - iONTMAssessment: - - Over 100 million candidates assessed - launched the iON Learning Hub, which offers life long learning solutions for a large number of learners 14 customers globally; used by 5 of the Top 10 pharma companies # OptumeraTM: - Advanced digital merchandising suite - Used by 7 of the world's leading retailers # TCS MasterCraft: - Digital platform to optimally automate and manage IT processes - 93 active customers at the end of FY 2018 - Beta version of Jile, a scalable agile software lifecycle delivery platform on the cloud, launched in March 2018 # TCS BaNCS: - 29 new wins and 25 go lives in FY 18 - Launched four new solutions: Quartz Blockchain Solution, BaNCS Application Development Kit, Analytics and TCS BaNCS Cloud. - Hosted OSS/BSS applications and pre-modeled business processes - 30 customers globally # IgnioTM: - World leading cognitive automation software - Used by 55 Fortune 500 customers # TCS HOBS: - Comprehensive, pre-integrated suite of Analytics # TAPTM: - Accounts Payable Platform - Processed over 40 million invoices and Purchase Orders # 6.0 Business Outlook Global growth is projected to strengthen from 3.8 percent in 2017 to 3.9 percent in 2018 and 2019, with mixed trends in advanced markets, and a pickup in emerging and developing economies. Among advanced markets, US and Eurozone are expected to accelerate in 2018, while Japan, UK and Canada are expected to decelerate modestly. Industry analysts have forecasted a modest acceleration in IT services spending globally in 2018. TCS expects customers to continue investing in digital as part of their Business 4.0 journeys. The broad theme of revamping the core is expected to result in bigger digital projects and more large transformational engagements. Solutions encompassing advanced analytics, Internet of Things, APIfication, Blockchain, drones and cybersecurity are expected to gain more traction. The focus on delivering superior customer experiences is expected to result in greater demand for digital marketing, design, human machine interaction and virtual / augmented reality. Additionally, there is expected to be greater adoption of Agile/DevOps. At the same time, cloud adoption, automation and simplification will continue to be key initiatives towards greater back office efficiency. 3 World Economic Outlook, April 2018, International Monetary Fund Management Discussion and Analysis I 67 # Annual Report 2017-18 # 7.0 Risk Management and Compliance Our global operations bring in considerable complexities and in response to that, we have established a robust enterprise risk and compliance management framework and process. This process is enabled by a digital platform that provides an enterprise-wide view of risks and compliance which enables us to take a more holistic approach towards informed decision making. Our efforts in incorporating better practices were recognized at the India Risk Management Awards - 2018 held by ICICI-Lombard and CNBC TV18, where TCS won two awards in two categories: 'Best Risk Management Framework & Systems - IT - ITES' and 'Best Risk Management Framework & Systems - Private Company.' Listed below are our key risks with its anticipated impact on the company and mitigation plans."
+"|Key Risks|Impact on the Company|Mitigation| |---|---|---| |Volatile global political and economic scenario|Corporate spending on technology has shown strong correlations with GDP growth. The company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. Political disruptions or volatile economic conditions may adversely affect that outlook resulting in reduced spending which could restrict revenue growth opportunities.|- Broad-based, de-risked business mix, well diversified across geographies and industry verticals - Offerings and value propositions targeting all stakeholders in the customer organization, covering discretionary as well as non-discretionary spends, and relevant at every point in the business cycle - Target market segments which might provide counter-cyclical support | |Growing protectionist trends and restrictions on global mobility|Distributed software development models require the free movement of people across countries and current rhetoric in many key markets poses a threat to the global mobility of skilled professionals. Enactment of legislations which restrict the availability of work visas or apply onerous eligibility criteria or costs could lead to project delays, increased costs and margin pressures.|- TCS is monitoring the global environment closely and working with advisors, partners and governments - We have materially reduced our dependency on work visas through increased local hiring and focusing on local mobility and training across all major geographies of operation - Increased participation in academic partnerships and initiatives to attract local talent - Increased outreach to legislative/regulatory stakeholders, important trade bodies, think tanks and research institutes - Showcasing investments, employment generation and innovation capabilities to the appropriate audiences - Active engagement in Science, Technology, Engineering and Math (STEM) initiatives designed to structurally increase the availability of engineering talent in major markets | 68 I Management Discussion and Analysis # Key Risks |Impact on the Company|Mitigation| |---|---| |Business model changes Rapidly evolving technologies are changing technology consumption patterns, creating large scale reskilling, external hiring, Intellectual Property (IP) development and successful leverage of deep contextual knowledge. This is resulting in increased demands on the Company's agility to keep pace with the changing customer expectations. Failure to cope may result in loss of market share and impact business growth.|* Continued investments in Digital through large scale reskilling, external hiring, Intellectual Property (IP) development and successful leverage of deep contextual knowledge. * Focus on Research and Innovation efforts leveraging in house expertise, alliance partnerships, and strong connections in the academic start-up ecosystem, and launching multiple new services. * Strategic focus on business needs (tailored Experience, ecosystems, exponential models and embracing risk) and technology needs (Intelligence, Agile, Cloud, and Automation). * Strong customer-centricity which results in organization structures (and reorganizations) that are always aligned to customer needs.| |Litigation risks Given the scale and geographic spread of the company's operations, litigation risks can arise from commercial disputes, perceived violation of intellectual property rights and employment related matters. Our rising profile and scale also makes us a target to litigations without any legal merit. This risk is inherent to doing business across the various countries and commensurate with risk faced by other players similarly placed in the industry. In addition to incurring legal costs and distracting management, litigations garner negative media attention and pose reputation risk. Adverse rulings can result in substantive damages.|* Internal processes and controls adequately ensure compliance with contractual obligations and the protection of intellectual property and also that potential disputes are promptly brought to the attention of management and dealt with appropriately. * The company has a team of in-house counsels in all major geographies it operates in. It also has a network of highly reputed global law firms in countries it operates in. * There is a robust mechanism to track and respond to notices as well as defend the Company's position in all claims and litigation.| |Currency volatility Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee. Appreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and also result in collection losses.|* TCS follows a currency hedging policy that is aligned with market best practices, to limit impact of exchange volatility on receivables and earnings. * Hedging strategy is monitored by the Risk Management Committee on a regular basis.| |Breach of data privacy and protection / Non-compliance to GDPR Privacy and protection of personal data is an area of increasing concern globally. Legislations like GDPR in Europe carry severe consequences for non-compliance or breach."
+"Any violation or security breach, observed non-compliance or inadequacy of privacy policies and procedures can result in substantive liabilities, penalties and reputational impact.|* A global Privacy Policy is in place covering all applicable geographies and areas of operations. * A new organisational unit has been set up to ensure compliance to various Data Privacy Regulations, including GDPR. * Continued focus on employee related agreements with respect to Personally Identifiable Information (PII) and Sensitive Personal Data and Information (SPDI). * Data protection controls are a part of the engagement security management process. * Robust risk response mechanisms are in place to cater to protection of sensitive data in the TCS ecosystem as well protection of such data in Client-managed networks in Offshore/Global Delivery Centers.| Management Discussion and Analysis I 69 # Annual Report 2017-18 |Key Risks|Impact on the Company|Mitigation| |---|---|---| |Cyber Attacks|Risks of cyber attacks are forever a threat on account of the fast evolving nature of the threat. In addition to impact on business operations, a security breach could result in reputational damage, penalties and legal and financial liabilities.|- Investments in automated prevention and detection solutions - Continued reinforcement of stringent security policies & procedures - Collaboration with Computer Emergency Response Team (CERT) and other private Cyber Intelligence agencies, and enhanced awareness of emerging cyber threats - Enterprise-wide training and awareness programs on Information Security - Periodic rigorous testing to validate effectiveness of controls through Vulnerability Assessment and Penetration Testing - Internal and external audits | |Non-compliance to complex and changing global regulations|As a global organization, the company has to comply with laws across multiple jurisdictions, covering areas such as Employment & Immigration, Taxation, Foreign Exchange & Export Controls, Health Safety and Environment (HSE) regulations, Anti-Corruption laws, Data Privacy requirements etc. Failure to comply could result in penalties and reputational damage.|- A comprehensive global compliance management framework has been deployed across the Company - Global regulatory compliance certification is fully digitized and covers compliance across all the locations of the Company - To bring in further refinements in managing compliance, a transformation program to enable tracking of the changes to applicable regulations globally across various jurisdictions and functional areas, in a sustainable manner has been launched | # Management Discussion and Analysis # Key Risks |Risk|Impact on the Company|Mitigation| |---|---|---| |Inadequate protection in case of Intellectual Property (IP) infringement|Risk of infringements of third-party IPs by TCS may lead to potential liabilities, increased litigation and impact reputation.|- Focus group on IP Management and Engineering - TCS IP-SAFE Program: This Program covers IP Safety, IP Protection and IP Enforcement of TCS IP, Customer IP, Partner IP, and all 3rd Party IP - Employee Engagement: Employee confidentiality agreement, training and awareness for IP protection. Stricter controls around movement of people across customer accounts as well as into product organization - IP Protection Process & Checks: Comprehensive IPR framework covering IPR policy and procedures for IP creation, Patent management, Contract management and IP audit process to provide assurance on IP Safe assets and Integrated IP compliance checks for TCS Products | # 8.0 Internal Financial Control Systems and their Adequacy TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on lines of globally accepted risk based framework as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organisation's process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. TCS's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. TCS has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices."
+"Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2018. B S R & Co. LLP, the statutory auditors of TCS has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013). File: AR_TCS_2017_2018.md TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including most of the subsidiaries and foreign branches. TCS also undergoes periodic audit by specialised third party consultants and professional for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015), our audit committee has concluded that, as of March 31, 2018, our internal financial controls were adequate and operating effectively. Management Discussion and Analysis I 71 # Annual Report 2017-18 # TCS' PERFORMANCE TREND (CONSOLIDATED) |Amounts in ` crore|Ind AS|Indian GAAP|FY 2017-18|FY 2016-17|FY 2015-16|FY 2014-15*|FY 2014-15|FY 2013-14|FY 2012-13|FY 2011-12|FY 2010-11|FY 2009-10|FY 2008-09| |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Revenues|Total revenue|Total revenue|123,104|117,966|108,646|94,648|94,648|81,809|62,989|48,894|37,325|30,029|27,813| | |Revenue by geographic segments|Revenue by geographic segments| | | | | | | | | | | | | |Americas| |66,145|66,091|60,011|51,053|51,053|45,259|35,247|27,570|21,457|17,273|15,600| | |Europe| |34,155|30,038|29,092|26,730|26,730|23,433|16,813|12,382|9,251|8,010|8,212| | |India| |7,921|7,415|6,729|6,108|6,108|5,488|4,890|4,202|3,435|2,598|2,182| | |Others| |14,883|14,422|12,814|10,757|10,757|7,629|6,039|4,740|3,182|2,148|1,819| |Cost|Employee cost|Employee cost|66,396|61,621|55,348|48,296|50,924|40,486|31,922|24,683|18,806|15,066|14,483| | |Other operating cost|Other operating cost|24,192|24,034|22,621|19,242|19,242|16,170|13,027|9,776|7,341|6,268|6,160| | |Total cost (excluding interest & depreciation)|Total cost (excluding interest & depreciation)|90,588|85,655|77,969|67,538|70,166|56,656|44,949|34,459|26,147|21,334|20,643| |Profitability|EBITDA (before other income)|EBITDA (before other income)|32,516|32,311|30,677|27,110|24,482|25,153|18,040|14,435|11,178|8,695|7,170| | |Profit before tax|Profit before tax|34,092|34,513|31,840|28,437|25,809|25,402|18,090|13,923|11,021|8,290|6,150| | |Profit after tax attributable to shareholders of the Company|Profit after tax attributable to shareholders of the Company|25,826|26,289|24,270|21,912|19,852|19,164|13,917|10,413|9,068|7,001|5,256| |Financial Position|Equity share capital|Equity share capital|191|197|197|196|196|196|196|196|196|196|98| | |Reserves and surplus|Reserves and surplus|84,937|86,017|70,875|58,140|50,439|48,999|38,350|29,284|24,209|18,171|15,502| | |Gross block (property, plant and equipment including intangible assets)|Gross block (property, plant and equipment including intangible assets)|23,258|21,391|19,917|17,316|17,316|13,897|11,623|9,448|7,792|6,420|5,844| | |Total investments|Total investments|36,008|41,980|22,822|1,662|1,662|3,434|1,897|1,350|1,763|3,682|1,614| | |Net current assets|Net current assets|63,396|65,804|47,644|36,189|28,495|27,227|19,734|12,673|9,790|7,395|7,544| |Earnings per share in `|EPS - as reported|EPS - as reported|134.19|133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27|35.67|53.63| | |EPS - adjusted for Bonus Issue|EPS - adjusted for Bonus Issue|134.19|133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27|35.67|26.81| |Headcount (number)|Headcount (including subsidiaries) as on March 31st|Headcount (including subsidiaries) as on March 31st|394,998|387,223|353,843|319,656|319,656|300,464|276,196|238,583|198,614|160,429|143,761| Note: The Company transitioned into Ind AS from April 1, 2015. *Excluding the impact of one-time employee reward. # Overview of Funds Invested Funds invested exclude earmarked balances with banks and equity shares measured at fair value through other comprehensive income. | |As at March 31, 2018|As at March 31, 2017| |Non-current|Total funds invested| | |---|---|---|---|---|---|---| |Investments in mutual funds, Government securities and others|35,707|41,636|243|203|35,950|41,839| |Deposits with banks|2,384|896|-|-|2,384|896| |Inter-corporate deposits|2,825|2,565|1,972|3|4,797|2,568| |Cash and bank balances|4,555|3,131|-|-|4,555|3,131| |Total|45,471|48,228|2,215|206|47,686|48,434| Total invested funds include ` 848 crores (March 31, 2017: ` 662 crores) for the year ended March 31, 2018 pertaining to trusts and TCS Foundation held for specified purposes."
+"# Management Discussion and Analysis # RATIO ANALYSIS |Units|Ind AS|Indian GAAP|FY 2017-18|FY 2016-17|FY 2015-16|FY 2014-15*|FY 2014-15|FY 2013-14|FY 2012-13|FY 2011-12|FY 2010-11|FY 2009-10|FY 2008-09| |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance|Employee Cost / Total Revenue|%|53.9|52.2|50.9|51.0|53.8|49.5|50.7|50.5|50.4|50.2|52.1| | |Other Operating Cost / Total Revenue|%|19.7|20.4|20.9|20.4|20.3|19.8|20.7|20.0|19.6|20.8|22.1| | |Total Cost / Total Revenue|%|73.6|72.6|71.8|71.4|74.1|69.3|71.4|70.5|70.0|71.0|74.2| | |EBITDA (Before Other Income) / Total Revenue|%|26.4|27.4|28.2|28.6|25.9|30.7|28.6|29.5|30.0|29.0|25.8| | |Profit Before Tax / Total Revenue|%|27.7|29.3|29.3|30.0|27.3|31.1|28.7|28.5|29.5|27.6|22.1| | |Tax / Total Revenue|%|6.7|6.9|6.9|7.2|6.6|7.4|6.4|7.0|4.9|4.0|3.0| | |Effective Tax Rate - Tax / PBT|%|24.1|23.6|23.6|23.5|23.7|23.9|22.2|24.4|16.6|14.4|13.6| | |Profit After Tax / Total Revenue|%|21.0|22.3|22.3|23.2|21.0|23.4|22.1|21.3|24.3|23.3|18.9| |Ratios - Growth|Total Revenue|%|4.4|8.6|14.8|15.7|15.7|29.9|28.8|31.0|24.3|8.0|23.0| | |EBITDA (Before Other Income)|%|0.6|5.3|25.3|7.8|(2.7)|39.4|25.0|29.1|28.6|21.3|25.5| | |Profit After Tax|%|(1.8)|8.3|22.3|14.3|3.6|37.7|33.6|14.8|29.5|33.2|4.6| |Ratios - Balance Sheet|Debt-Equity Ratio|Times|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0| | |Current Ratio|Times|4.6|5.5|4.1|3.9|2.4|2.7|2.7|2.2|2.4|1.9|2.3| | |Days Sales Outstanding (DSO) in ` terms|Days|74|70|81|79|79|81|82|86|80|71|79| | |Days Sales Outstanding (DSO) in $ terms|Days|74|73|80|78|78|82|82|81|82|74|74| | |Invested Funds / Total Assets|%|53.9|54.6|44.2|38.0|43.5|43.0|36.4|34.8|36.8|45.7|26.3| | |Capital Expenditure / Total Revenue|%|1.5|1.7|1.8|3.1|3.1|3.8|4.2|4.1|4.9|3.4|4.0| | |Operating Cash Flows / Total Revenue|%|20.4|21.4|17.6|20.5|20.5|18.0|18.4|14.3|17.7|24.7|19.5| | |Free Cash Flow / Operating Cash Flow Ratio|%|92.8|92.3|89.7|84.8|84.8|78.9|77.3|71.5|72.7|86.1|79.7| | |Depreciation / Average Gross Block|%|9.0|9.6|10.1|11.5|11.5|10.6|10.3|10.7|10.4|10.8|11.1| |Ratios - Per Share|EPS - adjusted for Bonus|`|134.19|133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27|35.67|26.81| | |Price Earning Ratio, end of year|Times|21.2|18.2|20.4|22.8|25.1|21.8|22.1|22.0|25.6|21.9|10.1| | |Dividend Per Share|`|50.00|47.00|43.50|79.00|79.00|32.00|22.00|25.00|14.00|20.00|14.00| | |Dividend Per Share - adjusted for Bonus|`|50.00|47.00|43.50|79.00|79.00|32.00|22.00|25.00|14.00|20.00|7.00| | |Market Capitalisation / Total Revenue|Times|4.4|4.1|4.6|5.3|5.3|5.1|4.9|4.7|6.2|5.1|1.9| Note: The Company transitioned into Ind AS from April 1, 2015. *Excluding the impact of one-time employee reward. Management Discussion and Analysis I 73 # Annual Report 2017-18 # Corporate Governance Report # I. Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (""Act""). The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model and the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (""Insider Trading Code""). The Company has in place an Information Security Policy that ensures proper utilisation of IT resources. The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. # II. Board of Directors i. As on March 31, 2018, the Company has ten Directors. Of the ten Directors, eight (i.e. 80%) are Non-Executive Directors out of which six (i.e. 60%) are Independent Directors. The profiles of the Directors can be found on https://www.tcs.com/corporate-governance. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. ii. None of the Directors on the Board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he or she is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2018 have been made by the Directors. None of the Directors are related to each other except Mr. N. Ganapathy Subramaniam and Mr. N. Chandrasekaran. iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. iv. Six Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: - April 18, 2017; - June 16, 2017; - July 13, 2017; - October 12, 2017; - January 11, 2018; - March 8 & 9, 2018. The necessary quorum was present for all the meetings."
+"# Directors on the Board The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting (AGM) and the number of Directorships and Committee Chairmanships/Memberships held by them in other public limited companies as on March 31, 2018 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies under Section 8 of the Act. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. |Name of the Director|Category|Number of board meetings attended during the year|Whether attended last AGM held on June 16, 2017|Number of Directorships in other Public Companies|Committee positions held in other Public Companies|Committee positions held in other Public Companies| |---|---|---|---|---|---| |Mr. N. Chandrasekaran (Chairman)|Non-Independent, Non-Executive|6|Yes|6|Chairman|Member| |Mr. Rajesh Gopinathan (Chief Executive Officer and Managing Director)|Non-Independent, Executive|6|Yes|-|-|-| |Mr. N. Ganapathy Subramaniam (Chief Operating Officer and Executive Director)|Non-Independent, Executive|6|Yes|1|-|-| |Mr. Aman Mehta|Independent, Non-Executive|6|Yes|-|5|6| |Mr. V. Thyagarajan|Independent, Non-Executive|6|Yes|-|-|-| |Prof. Clayton M. Christensen|Independent, Non-Executive|2|No|-|-|-| |Dr. Ron Sommer|Independent, Non-Executive|6|Yes|-|-|-| |Dr. Vijay Kelkar*|Independent, Non-Executive|1|N.A.|N.A.|N.A.|N.A.| |Mr. Ishaat Hussain**|Non-Independent, Non-Executive|3|Yes|N.A.|N.A.|N.A.| |Mr. O. P. Bhatt|Independent, Non-Executive|6|Yes|-|3|2| |Ms. Aarthi Subramanian***|Non-Independent, Non-Executive|6|Yes|-|2|-| |Dr. Pradeep Kumar Khosla****|Independent, Non-Executive|1|N.A.|-|-|-| * Retired as Independent Director w.e.f. May 14, 2017, in accordance with the retirement age policy for Directors. ** Retired as Director w.e.f. September 3, 2017, in accordance with the retirement age policy for Directors. *** Relinquished the office of Executive Director and appointed as an Additional Director in non-executive capacity w.e.f. August 17, 2017. **** Appointed as an Additional and Independent Director w.e.f. January 11, 2018. Video/tele-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations to participate in the meetings. # Annual Report 2017-18 vi. During the year 2017-18, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. vii. During the year 2017-18, two meetings of the Independent Directors were held on October 12, 2017 and March 8, 2018. The Independent Directors, inter-alia, have reviewed the performance of Non-Independent Directors, Chairman of the Company and the Board as a whole. viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. ix. Details of equity shares of the Company held by the Directors as on March 31, 2018 are given below: |Name|Category|Number of equity shares| |---|---|---| |Mr. N. Chandrasekaran|Non-Independent, Non-Executive|88,528| |Ms. Aarthi Subramanian|Non-Independent, Non-Executive|2,800| |Mr. Rajesh Gopinathan|Non-Independent, Executive|1,130| |Mr. N. Ganapathy Subramaniam|Non-Independent, Executive|98,880| The Company has not issued any convertible instruments. # III. Committees of the Board i. There are ten Board Committees as on March 31, 2018, which comprise of five statutory committees and five other committees that have been formed considering the needs of the Company and best practices in Corporate Governance, details of which are as follows: |Name of the Committee|Extract of Terms of Reference|Category and Composition|Other details| |---|---|---|---| |Audit Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act.|Mr. Aman Mehta (Chairman) - Independent, Non-Executive Mr. V. Thyagarajan - Independent, Non-Executive Dr. Ron Sommer - Independent, Non-Executive Dr. Vijay Kelkar* - Independent, Non-Executive Mr. Ishaat Hussain** - Non-Independent, Non-Executive Ms. Aarthi Subramanian*** - Non-Independent, Non-Executive Mr. O. P. Bhatt - Independent, Non-Executive|* Four meetings of the Audit Committee were held during the year and the gap between two meetings did not exceed one hundred and twenty days. * Committee invites such of the executives particularly the head of the finance function, representatives of the statutory auditors and internal auditors, as it considers appropriate, to be present at its meetings. * The Company Secretary acts as the Secretary to the Audit Committee. * Mr. Rajendra Moholkar was appointed as Compliance Officer by the Board to take over from Mr. Suprakash Mukhopadhyay w. e. f. May 14, 2017 to ensure compliance and effective implementation of the Insider Trading Code. * The previous AGM of the Company was held on June 16, 2017 and was attended by Mr. Aman Mehta, Chairman of the Audit Committee.| # Extract of Terms of Reference # Nomination and Remuneration Committee Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. |Name|Category| |---|---| |Mr. Aman Mehta|Independent, Non-Executive (Chairman)| |Mr. N. Chandrasekaran|Non-Independent, Non-Executive| |Mr. V. Thyagarajan|Independent, Non-Executive| |Mr."
+"Ishaat Hussain*|Non-Independent, Non-Executive| * Retired as Director and consequently ceased to be a member of this Committee w. e. f. September 3, 2017. * Recommend to the Board its composition and the set up and composition of the committees. * Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. * Carry out evaluation of every director's performance and support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors. * Recommend to the Board the Remuneration Policy for directors, executive team, Key Managerial Personnel, as well as the rest of employees. * Oversee the Human Resource philosophy, Human Resource and People strategy and Human Resource practices including those for leadership development, rewards and recognition, talent management and succession planning. * Oversee familiarisation programmes for directors. # Stakeholders' Relationship Committee Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. |Name|Category| |---|---| |Mr. V. Thyagarajan|Independent, Non-Executive (Chairman)| |Mr. O. P. Bhatt|Independent, Non-Executive| |Mr. Rajesh Gopinathan|Non-Independent, Executive| |Mr. N. Ganapathy Subramaniam|Non-Independent, Executive| * Consider and resolve the grievances of security holders. * Consider and approve issue of share certificates, transfer and transmission of securities, etc. # Corporate Social Responsibility (""CSR"") Committee Committee is constituted in line with the provisions of Section 135 of the Act. |Name|Category| |---|---| |Mr. N. Chandrasekaran|Non-Independent, Non-Executive (Chairman)| |Mr. O. P. Bhatt|Independent, Non-Executive| |Ms. Aarthi Subramanian|Non-Independent, Non-Executive| |Mr. Rajesh Gopinathan|Non-Independent, Executive| * Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act. * Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. * Monitor the CSR Policy. # Other details * Three Nomination and Remuneration Committee meetings were held during the year. * The Company does not have any Employee Stock Option Scheme. * Details of Performance Evaluation Criteria and Remuneration Policy are provided in this report. * One meeting of the Stakeholders' Relationship Committee was held during the year. * The Company has always valued its customer relationship. This philosophy has been extended to investor relationship and an Investor Relations Department (IRD) was set up in June 2004, prior to the Company's Initial Public Offer of shares. The IRD focuses on servicing the needs of various stakeholders viz., investors, analysts, brokers and the general public. * Details of investor complaints and the Compliance Officer are provided in this report. * One meeting of the CSR Committee was held during the year. * Four board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on CSR activities of the Company, were held during the year. # Annual Report 2017-18 # Risk Management Committee |Name of the Committee|Extract of Terms of Reference|Category and Composition|Other details| |---|---|---|---| |Risk Management Committee|Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. Frame, implement and monitor the risk management plan for the Company.|- Mr. Ishaat Hussain* - Non-Independent, Non-Executive - Mr. N. Chandrasekaran** - Non-Independent, Non-Executive - Mr. O. P. Bhatt - Independent, Non-Executive - Ms. Aarthi Subramanian - Non-Independent, Non-Executive - Mr. Rajesh Gopinathan - Non-Independent, Executive - Mr. Ramakrishnan V.*** - Chief Financial Officer |- Four meetings of the Risk Management Committee were held during the year. - * Retired as Director and consequently ceased to be a member of this Committee w.e.f. September 3, 2017 - ** Ceased to be member of this Committee w.e.f. July 13, 2017 - *** Appointed as a member of this Committee w.e.f. July 13, 2017 | # Other Committees # Ethics and Compliance Committee |Name|Category|Other details| |---|---|---| |Mr. V. Thyagarajan (Chairman)|Independent, Non-Executive|- One meeting of the Ethics and Compliance Committee was held during the year. - Monthly reports are sent to the members of the Ethics and Compliance Committee on matters relating to the CoC. | |Mr. O. P. Bhatt|Independent, Non-Executive| | |Ms. Aarthi Subramanian|Non-Independent, Non-Executive| | |Mr. Rajesh Gopinathan|Non-Independent, Executive| | # Health, Safety and Sustainability Committee |Name|Category|Other details| |---|---|---| |Dr. Vijay Kelkar* (Chairman)|Independent, Non-Executive|- One meeting of the Health, Safety and Sustainability Committee was held during the year. | |Dr. Ron Sommer|Independent, Non-Executive| | |Mr. N. Ganapathy Subramaniam|Non-Independent, Executive| | # Executive Committee |Name|Category|Other details| |---|---|---| |Mr. N."
+"Chandrasekaran (Chairman)|Non-Independent, Non-Executive|- The said matters were discussed in various board meetings held during the year in the presence of the Executive Committee Members with the intent to avail expertise of all Board members. | |Dr. Ron Sommer|Independent, Non-Executive| | |Prof. Clayton M. Christensen|Independent, Non-Executive| | |Mr. Rajesh Gopinathan|Non-Independent, Executive| | # Extract of Terms of Reference |Name of the Committee|Category and Composition|Other details| |---|---|---| |Software Technology Parks of India (STPI) / Special Economic Zone (SEZ) Committee|Mr. V. Thyagarajan Independent, Non-Executive Mr. N. Ganapathy Subramaniam Non-Independent, Executive|The matters relating to the business of the committee were passed by circulation.| |Bank Account Committee|Mr. Aman Mehta Independent, Non-Executive Mr. Rajesh Gopinathan Non-Independent, Executive|The matters relating to the business of the committee were passed by circulation.| The terms of reference of these committees are available on the website https://www.tcs.com/corporate-governance # Stakeholders' Relationship Committee - other details a. Name, designation and address of Compliance Officer: Mr. Rajendra Moholkar Company Secretary Tata Consultancy Services Limited 9th Floor, Nirmal Building Nariman Point, Mumbai 400 021 Telephone: 91 22 6778 9595 b. Details of investor complaints received and redressed during the year 2017-18 are as follows: |Opening Balance|Received during the year|Resolved during the year|Closing Balance| |---|---|---|---| |1|145|146|0| # Nomination and Remuneration Committee - other details Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement. Remuneration Policy: Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our Business Model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective April 1, each year. The Nomination and Remuneration Committee decides on the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act based on the performance of the Company as well as that of the Managing Director and each Executive Director. During the year 2017-18, the Company paid sitting fees of ` 30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Members have at the AGM of the Company held on June 27, 2014, approved payment of commission to the Non-Executive Directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the Board of Directors and distributed amongst the # Annual Report 2017-18 Non-Executive Directors based on their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. # iv. Details of the Remuneration for the year ended March 31, 2018: # a. Non-Executive Directors: |Name|Commission|Sitting Fees| |---|---|---| |Mr. N. Chandrasekaran|-|3.00| |Mr. Aman Mehta|300.00|4.50| |Mr. V. Thyagarajan|200.00|5.10| |Prof. Clayton M. Christensen|150.00|0.60| |Dr. Ron Sommer|210.00|3.90| |Dr. Vijay Kelkar*|50.00|0.60| |Mr. Ishaat Hussain**|130.00|2.40| |Mr. O. P. Bhatt|200.00|5.70| |Ms. Aarthi Subramanian***|-|2.40| |Dr. Pradeep Kumar Khosla****|25.00|0.60| * Retired as Independent Director w.e.f. May 14, 2017, in accordance with the retirement age policy for Directors. ** Retired as Director w.e.f. September 3, 2017, in accordance with the retirement age policy for Directors. *** Relinquished the office of Executive Director and appointed as an Additional Director in non-executive capacity w.e.f. August 17, 2017. **** Appointed as an Additional and Independent Director w.e.f. January 11, 2018. # b. Managing Director and Executive Director |Name of Director|Salary|Benefits, Perquisites and Allowances|Commission|ESPS| |---|---|---|---|---| |Mr. Rajesh Gopinathan|102.30|146.90|1000.00|Nil| |Mr. N. Ganapathy Subramaniam|95.58|134.19|700.00|Nil| |Ms."
+"Aarthi Subramanian|35.92|45.75|150.00|Nil| The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees. 80 I Corporate Governance Report # v. Number of meetings held and attendance records |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee|Ethics and Compliance Committee|Health, Safety and Sustainability Committee| |---|---|---|---|---|---|---|---| |No. of meetings and dates on which meetings were held|4 meetings held on April 18, 2017; July 13, 2017; October 11, 2017 and January 11, 2018|3 meetings held on April 18, 2017; October 11, 2017 and January 11, 2018|1 meeting held on October 11, 2017|1 meeting held on March 20, 2018|4 meetings held on June 16, 2017; August 09, 2017; October 11, 2017 and December 20, 2017|1 meeting held on October 11, 2017|1 meeting held on January 11, 2018| |Name of Member|No. of Meetings Attended| |Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee|Ethics and Compliance Committee|Health, Safety and Sustainability Committee| |---|---|---|---|---|---|---|---|---|---| |Mr. N. Chandrasekaran*|-|3|-|1|-|-|-| | | |Mr. Rajesh Gopinathan|-|1|1|4|1|-| | | | |Mr. N. Ganapathy Subramaniam|-|1|-|-|-|1| | | | |Mr. Aman Mehta|4|3|-|-|-|-| | | | |Mr. V. Thyagarajan|4|3|1|-|-|1| | | | |Prof. Clayton M. Christensen$|-|-|-|-|-|-| | | | |Dr. Ron Sommer|4|-|-|-|-|1| | | | |Dr. Vijay Kelkar**|1|-|-|-|-|-| | | | |Mr. Ishaat Hussain***|2|1|-|-|2|-| | | | |Mr. O. P. Bhatt|4|-|1|1|4|1| | | | |Ms. Aarthi Subramanian****|1|-|-|1|4|1| | | | |Dr. Pradeep Kumar Khosla$|-|-|-|-|-|-| | | | |Mr. Ramakrishnan V.#|-|-|-|-|3|-| | | | Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. * Ceased to be a member of the Risk Management Committee w.e.f. July 13, 2017. ** Retired as Independent Director and consequently ceased to be a member of the Audit Committee and Health, Safety and Sustainability Committee w.e.f. May 14, 2017. *** Retired as a Director and consequently ceased to be a member of the Audit Committee, Nomination and Remuneration Committee and Risk Management Committee w.e.f. September 3, 2017. **** Appointed as a member of the Audit Committee w.e.f. October 12, 2017. # Appointed as a member of the Risk Management Committee w.e.f. July 13, 2017. $ Do not hold membership of any of the above committees. @ Four board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on Corporate Social Responsibility activities of the Company were held during the year. # Annual Report 2017-18 # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2014-15|June 30, 2015| |Birla Matushri Sabhagar| |2015-16|June 17, 2016|3.30 p.m.|19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020| |2016-17|June 16, 2017| | | # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during the financial year 2017-18. # c. Special Resolution(s): No special resolution was passed by the Company in any of its previous three AGMs. File: AR_TCS_2017_2018.md # ii. Details of special resolution passed through postal ballot: The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated March 3, 2017 for Buyback of its Equity Shares, which was duly passed and the results of which were announced on April 17, 2017. Mr. P. N. Parikh (Membership No. FCS 327) of Parikh and Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner. # iii. Details of special resolution proposed to be conducted through postal ballot: None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # V. Other Disclosures |Particulars|Legal requirement|Details|Website link for details/policy| |---|---|---|---| |Related party transactions|Regulation 23 of SEBI Listing Regulations|There are no material related party transactions during the year that have conflict with the interest of the Company. Transactions entered into with related parties during the financial year were in the ordinary course of business and at arm's length basis and were approved by the Audit Committee."
+"The Board's approved policy for related party transactions is uploaded on the website of the Company.|Link| |Details of Non - Compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India ('SEBI') or any statutory authority on any matter related to capital markets|Schedule V(C) 10(b) to the SEBI Listing Regulations|There were no cases of non-compliance during the last three financial years 2015-16, 2016-17 and 2017-18.| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|Link| # Particulars # Discretionary requirements # Subsidiary Companies # Policy on determination of materiality for disclosures # Policy on archival and preservation of documents # Reconciliation of Share Capital Audit Report # Code of Conduct # Legal requirement |Details|Website link for details/policy| |---|---| |Schedule II Part E to SEBI Listing Regulations|* A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company, including a summary of the significant events in the six month period ended September 30, 2017, was sent to every member in November 2017. * The auditors' report on financial statements of the Company are unqualified. * The Company has complied with the requirement of having separate persons to the post of Chairman and Managing Director / Chief Executive Officer. * Ernst & Young LLP, the internal auditors of the Company, make quarterly presentations to the Audit Committee on their reports.| |Regulation 24 of SEBI Listing Regulations|The Audit Committee reviews the quarterly financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted Indian subsidiary company. The Company has a policy for determining material subsidiaries which is disclosed on its website.| |Regulation 23 of SEBI Listing Regulations|The Company has adopted a policy on determination of materiality for disclosures.| |Regulation 9 of SEBI Listing Regulations|The Company has adopted a policy on archival and preservation of documents.| |Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996 and SEBI Circular No D&CC / FITTC/ Cir- 16/ 2002 dated December 31, 2002|A qualified Practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services(India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.| |Regulation 17 of SEBI Listing Regulations|The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2018. The Annual Report of the Company contains a certificate by the Chief Executive Officer and Managing Director, on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.| # Annual Report 2017-18 |Particulars|Legal requirement|Details|Website link for details/policy| |---|---|---|---| |Dividend Distribution Policy|Regulation 43A of SEBI Listing Regulations|A regular annual dividend consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.|Link| |Terms of Appointment of Independent Directors|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV of the Act|Terms and conditions of appointment of Independent Directors are available on the Company's website.|Link| |Familiarisation Programme for Independent Directors|Regulations 25(7) and 46 of SEBI Listing Regulations|Details of familiarisation programme imparted to Independent Directors are available on the Company's website.|Link| # VI. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, LokSatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Statutory notices are published in The Free Press Journal and Navshakti."
+"The Company also issues press releases from time to time. Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors/analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited and BSE Limited as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) about the Company of investors' interest are also uploaded on the Company's website under 'Investor FAQs' section. A Management Discussion and Analysis Report is a part of this Annual Report. # VII. General shareholder information # i. Annual General Meeting for FY 2017-18 Date: June 15, 2018 Time: 3.30 p.m. Venue: Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of Directors seeking appointment/re-appointment at this AGM are given in the Annexure to the Notice of this AGM. # ii. Financial Calendar |Year ending|AGM in|Dividend Payment| |---|---|---| |March 31|June|The final dividend, if declared, shall be paid/credited on June 19, 2018| # iii. Date of Book Closure / Record Date As mentioned in the Notice of this AGM # iv. Listing on Stock Exchanges National Stock Exchange of India Limited (""NSE"") Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited (""BSE"") 25th Floor, P. J. Towers, Dalal Street, Mumbai 400 001 84 I Corporate Governance Report # v. Stock Codes/Symbol NSE: TCS BSE: 532540 Listing Fees as applicable have been paid. # vi. Corporate Identity Number (CIN) of the Company L22210MH1995PLC084781 # vii. Market Price Data: High, Low (based on daily closing prices) and number of equity shares traded during each month in the year 2017-18 on NSE and BSE: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |Apr-2017|2,429.05|2,273.15|2,17,30,202|2,427.10|2,272.10|12,78,563| |May-2017|2,624.60|2,289.90|2,57,72,410|2,619.95|2,291.95|32,92,804| |Jun-2017|2,696.00|2,333.25|2,55,95,858|2,695.40|2,334.65|23,26,625| |Jul-2017|2,571.50|2,331.95|2,29,10,526|2,570.65|2,332.20|18,38,875| |Aug-2017|2,528.80|2,469.40|1,63,09,506|2,522.75|2,467.35|12,44,780| |Sep-2017|2,524.90|2,435.95|1,67,90,172|2,525.85|2,437.00|11,61,151| |Oct-2017|2,624.00|2,429.60|1,78,16,600|2,616.30|2,430.15|13,54,562| |Nov-2017|2,758.95|2,602.85|1,98,14,100|2,758.90|2,602.50|7,94,965| |Dec-2017|2,701.20|2,545.60|2,01,50,360|2,700.40|2,547.85|8,12,149| |Jan-2018|3,198.85|2,631.20|2,90,45,585|3,195.10|2,633.75|21,71,549| |Feb-2018|3,153.65|2,911.80|2,31,36,808|3,149.15|2,910.45|49,53,941| |Mar-2018|3,105.85|2,817.00|7,26,62,948|3,140.30|2,813.05|38,08,377| # viii. Performance of the share price of the Company in comparison to the BSE Sensex: TCS Share price and BSE Sensex Movement 140.00130.00120.00110.00100.0090.0080.00 Apr17 May17 Jun17 Jul 17 Aug17 Sep 17 Oct 17 Nov17 Dec 17 Jan18 Feb 18 Mar 18 TCS Share Price BSE Sensex Base 100 = Monday, April 3, 2017 Corporate Governance Report I 85 # Annual Report 2017-18 # ix. Registrars and Transfer Agents Name and Address : TSR DARASHAW Limited (""TSRDL"") 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Telephone : 91 22 6656 8484 Fax : 91 22 6656 8494 E-mail : csg-unit@tsrdarashaw.com Website : www.tsrdarashaw.com # x. Places for acceptance of documents Documents will be accepted at the above address between 10.00 a.m. to 3.30 p.m. (Monday to Friday except bank holidays). For the convenience of the shareholders, documents will also be accepted at the following branches/agencies of TSRDL: # a. Branches of TSRDL: - TSR DARASHAW Limited 503, Barton Centre, 5th Floor 84, Mahatma Gandhi Road Bangalore 560 001 Telephone: 91 80 2532 0321 Fax: 91 80 2558 0019 E-mail: tsrdlbang@tsrdarashaw.com - TSR DARASHAW Limited 'E' Road, Northern Town Bistupur Jamshedpur 831 001 Telephone: 91 657 2426616 Fax: 91 657 2426937 E-mail: tsrdljsr@tsrdarashaw.com - TSR DARASHAW Limited Tata Centre, 1st Floor 43, J. L. Nehru Road Kolkata 700 071 Telephone: 91 33 2288 3087 Fax: 91 33 2288 3062 E-mail: tsrdlcal@tsrdarashaw.com - TSR DARASHAW Limited 2/42, Ansari Road, 1st Floor Daryaganj, Sant Vihar New Delhi 110 002 Telephone: 91 11 2327 1805 Fax: 91 11 2327 1802 E-mail: tsrdldel@tsrdarashaw.com # b. Agent of TSRDL: Shah Consultancy Services Limited 3, Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge Ahmedabad 380 006 Telefax: 91 79 2657 6038 E-mail: shahconsultancy8154@gmail.com 86 I Corporate Governance Report # xi. Share Transfer System: Transfer of equity shares in electronic form are done through the depositories with no involvement of the Company. Transfer of equity shares in physical form are processed by TSRDL within 10 to 12 working days from the date of receipt, if the documents are complete in all respects. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings. # xii. Shareholding as on March 31, 2018: # a."
+"Distribution of equity shareholding as on March 31, 2018: |Number of shares|Holding|Percentage to capital (%)|Number of accounts|Percentage to total accounts (%)| |---|---|---|---|---| |1 - 100|1,64,75,896|0.86|4,78,452|83.77| |101 - 500|1,63,02,104|0.85|75,919|13.29| |501 - 1000|64,82,946|0.34|9,136|1.60| |1001 - 5000|1,10,78,155|0.58|5,583|0.98| |5001 - 10000|39,87,394|0.21|567|0.10| |10001 - 20000|47,91,508|0.25|334|0.06| |20001 - 30000|40,81,382|0.21|166|0.03| |30001 - 40000|37,00,434|0.19|107|0.02| |40001- 50000|38,43,634|0.20|86|0.02| |50001 -100000|1,65,76,643|0.87|232|0.04| |100001 - above|1,82,69,67,495|95.44|569|0.09| |GRAND TOTAL|1,91,42,87,591|100.00|5,71,151|100.00| # b. Categories of equity shareholding as on March 31, 2018: |Category|Number of equity shares held|Percentage of holding (%)| |---|---|---| |Promoters|1,37,61,18,911|71.89| |Other Entities of the Promoter Group|5,54,907|0.03| |Mutual Fund and UTI|4,11,98,799|2.15| |Banks, Financial Institutions, State and Central Government|14,36,211|0.08| |Insurance Companies|9,01,63,887|4.71| |Foreign Institutional Investors and Foreign Portfolio Investor - Corporate|32,31,15,895|16.88| |NRIs/OCBs/Foreign Nationals|21,80,034|0.11| |Corporate Bodies/Trust|1,22,95,656|0.64| |Indian Public and Others|6,62,89,580|3.46| |Alternate Investment Fund|8,25,661|0.04| |IEPF Account|1,08,050|0.01| |GRAND TOTAL|1,91,42,87,591|100.00| Corporate Governance Report I 87 # Annual Report 2017-18 # c. Top ten equity shareholders of the Company as on March 31, 2018: |Sr. No.|Name of the shareholder*|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Limited|1,37,61,18,911|71.89| |2|Life Insurance Corporation of India|7,53,84,947|3.94| |3|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|1,50,54,489|0.79| |4|Lazard Emerging Markets Equity Portfolio|98,19,005|0.51| |5|Oppenheimer Developing Markets Fund|79,96,009|0.42| |6|HDFC Trustee Company Limited|76,45,593|0.40| |7|Vanguard Emerging Markets Stock Index Fund, A series of Vanguard International Equity Index Fund|75,95,080|0.40| |8|SBI Mutual Fund|70,56,720|0.37| |9|Government of Singapore|64,97,754|0.34| |10|Abu Dhabi Investment Authority|62,96,384|0.33| * Shareholding is consolidated based on permanent account number (PAN) of the Shareholder. # xiii. Dematerialisation of shares and liquidity: The Company's shares are compulsorily traded in dematerialised form on NSE and BSE. Equity shares of the Company representing 99.96% of the Company's equity share capital are dematerialised as on March 31, 2018. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xiv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence as on March 31, 2018, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments. # xv. Commodity price risk or foreign exchange risk and hedging activities: Please refer to Management Discussion and Analysis Report for the same. # xvi. Equity shares in the suspense account: In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in suspense account are as follows: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2017|195|7,446| |Shareholders who approached the Company for transfer of shares from suspense account during the year|1|68| |Shareholders to whom shares were transferred from the suspense account during the year|1|68| |Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act|168|6,558| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2018|26|820| The voting rights on the shares outstanding in the suspense account as on March 31, 2018 shall remain frozen till the rightful owner of such shares claims the shares. # 88 I Corporate Governance Report # xvii. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund: Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (""IEPF Rules""), dividends, if not claimed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, shares in respect of such dividends which have not been claimed for a period of 7 consecutive years are also liable to be transferred to the demat account of the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. The provisions relating to transfer of shares were made effective by the Ministry of Corporate Affairs, vide its Notification dated October 13, 2017 read with the circular dated October 16, 2017, wherein it was provided that where the period of 7 consecutive years, as above, was completed or being completed during the period from September 7, 2016 to October 31, 2017, the due date of transfer for such shares was October 31, 2017."
+"In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website (https://www.tcs.com/details-unclaimed-dividend-transfer-IEPF-account-2017). In light of the aforesaid provisions, the Company has during the year, transferred to IEPF the unclaimed dividends, outstanding for 7 consecutive years, of the Company, erstwhile TCS e-Serve Limited and CMC Limited (since amalgamated with the Company). Further, shares of the Company, in respect of which dividend has not been claimed for 7 consecutive years or more, have also been transferred to the demat account of IEPF Authority. The details of unclaimed dividends and shares transferred to IEPF during the year 2017-18 are as follows: |Financial year|Amount of unclaimed dividend (` lakh)|Number of shares transferred| |---|---|---| |2009-10|110|99,519| |2010-11|45|8,531| |TOTAL|155|1,08,050| The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's Registrar and Share Transfer Agent: # a. For shareholders of Tata Consultancy Service Limited (TCS): |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2010-11|July 01, 2011|July 31, 2018| |2011-12|July 14, 2011|August 15, 2018| | |October 17, 2011|November 16, 2018| | |January 17, 2012|February 16, 2019| | |June 29, 2012|July 29, 2019| # Annual Report 2017-18 # a. For shareholders of the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2012-13|July 12, 2012|August 12, 2019| | |October 19, 2012|November 18, 2019| | |January 14, 2013|February 13, 2020| | |June 28, 2013|July 28, 2020| |2013-14|July 18, 2013|August 18, 2020| | |October 15, 2013|November 14, 2020| | |January 16, 2014|February 16, 2021| | |June 27, 2014|July 27, 2021| |2014-15|July 17, 2014|August 18, 2021| | |October 16, 2014|November 16, 2021| | |January 15, 2015|February 15, 2022| | |June 30, 2015|July 30, 2022| |2015-16|July 9, 2015|August 9, 2022| | |October 13, 2015|November 12, 2022| | |January 12, 2016|February 11, 2023| | |June 17, 2016|July 17, 2023| |2016-17|July 14, 2016|August 15, 2023| | |October 13, 2016|November 16, 2023| | |January 12, 2017|February 12, 2024| | |June 16, 2017|July 16, 2024| |2017-18|July 13, 2017|August 13, 2024| | |October 12, 2017|November 12, 2024| | |January 11, 2018|February 10, 2025| # b. For shareholders of erstwhile TCS e-Serve Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2010-11|August 12, 2011|September 15, 2018| |2011-12|July 10, 2012|August 14, 2019| |2012-13|May 30, 2013|July 03, 2020| # c. For shareholders of erstwhile CMC Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2010-11|June 27, 2011|July 26, 2018| |2011-12|June 27, 2012|July 26, 2019| |2012-13|June 26, 2013|July 25, 2020| |2013-14|June 23, 2014|July 22, 2021| |2014-15|June 11, 2015|July 10, 2022| |2015-16|July 16, 2015|August 18, 2022| # xviii. Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa Bardez, Goa 403 526. # xix. Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building Nariman Point, Mumbai 400 021 Telephone: 91 22 6778 9595 E-mail: investor.relations@tcs.com Website: www.tcs.com # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors including the code for Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2018, received from the members of the Board and Senior Management Personnel of the Company, a declaration of compliance with the Code of Conduct as applicable to them."
+"For the purpose of this declaration, Senior Management Personnel means the Chief Financial Officer, Global Head-HR, Global Business Unit Heads, Global Head - Legal and Company Secretary as on March 31, 2018. Rajesh Gopinathan Chief Executive Officer and Managing Director Mumbai, April 19, 2018 Corporate Governance Report I 91 # Annual Report 2017-18 # INDEPENDENT AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited 1. This certificate is issued in accordance with the terms of our engagement letter dated 19 September, 2017. 2. This report contains details of compliance of conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended 31 March 2018, as stipulated in Regulations 17-27, clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), pursuant to the Listing Agreement of the Company with Stock exchanges. # Management's Responsibility for compliance with the conditions of SEBI Listing Regulations The compliance with the conditions of Corporate Governance is the responsibility of the management of the Company, including the preparation and maintenance of all relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in SEBI Listing Regulations. # Auditor's Responsibility Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. Pursuant to the requirements of the SEBI Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company has complied with the conditions of Corporate Governance as stipulated in SEBI Listing Regulations for the year ended 31 March 2018. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes, Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India ('ICAI') and the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate. The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. # Opinion In our opinion, and to the best of our information and according to explanations given to us and the representation provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned SEBI Listing Regulations. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. # Restriction on use The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with the requirement of the SEBI Listing Regulations, and it should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 19 April 2018 Membership No: 049265 92 I Corporate Governance Report # Corporate Sustainability Report TCS has had a tradition of enabling social good, through structured Corporate Social Responsibility (CSR) programs and volunteering. Through such programs, TCS enables individuals and communities to take charge of their own lives and improve their standard of living, as embodied by the guiding principle: ""Impact through Empowerment"". At TCS, the key impact areas for CSR are education and skilling, health and wellness and environment. TCS is also involved in the preservation of heritage structures. To run CSR programs, TCS partners with TATA Trusts, clients, NGOs, and various not-for-profit organizations. These collaborations help us serve marginalized communities better."
+"The multiple CSR initiatives of TCS have touched 917,325 lives in FY 2018, globally. TCS Maitree is an employee engagement forum that provides associates an opportunity to express their creativity. Through its many interventions, Maitree helps TCS associates and their families reach out to underprivileged communities at office locations worldwide. Volunteers bring in with them valuable expertise and a spirit of generosity, and collectively contributed 571,998 volunteering hours in FY 2018. The vehicle for this change is Purpose for Life (P4L), a collaborative TCS volunteering platform. # Education and Skilling File: AR_TCS_2017_2018.md The choice of education as a theme flows from TCS' presence in the knowledge domain. The standard of education is a key factor that plays into both growth and sustainability. It is an integral component of development, and is critical to a community's ability to compete in a rapidly-changing technology landscape. This covers the entire life path of students from school to Ph.D. as also skilling and adult literacy that enables livelihood. These contributions through TCS' varied education programs in India, impacted 440,000 beneficiaries in FY 2018. This is a story about 14 formidable women. Members of Iswar Sankalpa, an NGO that works to uplift differently abled women, they have scripted a brand new life story for themselves using TCS' Computer-based Functional Literacy (CBFL) solution. 69 differently abled women from Iswar Sankalpa have used CBFL to learn the basics of reading, writing, and arithmetic. By August 2017, 14 of these women were able to successfully clear the OBE Level A exam conducted by the National Institute of Open Schooling. With this ethos in mind, TCS launched the Adult Literacy Program (ALP) in year 2000. It uses the CBFL solution to augment and accelerate the Indian government's efforts to achieve functional literacy across the country. CBFL software is available in nine Indian and three foreign languages. ALP enables adult learners to achieve functional literacy (reading, writing and arithmetic) in their respective native languages in approximately 50 to 55 learning hours. TCS has partnered with government and jail authorities, NGOs, group companies and other corporates for the successful implementation of the program. In FY 2018, ALP reached 173,876 learners, with a total reach of 561,884 beneficiaries since its inception. The Adult Literacy Program delivers basic lessons in reading, writing and arithmetic through TCS' CBFL solution. Often, there are societal barriers that crop up even before people can take a step towards continued learning. TCS' BridgeIT program uses digital tools to address such access and competency gaps between marginalized communities and mainstream society. Launched in February 2014, the program uses Information Technology (IT) as a key enabler for school education, adult literacy and entrepreneurship in villages across central and east India. # Annual Report 2017-18 The youngest in a family of seven, 23-year-old DCA graduate and BridgeIT entrepreneur Amuk Raj serves as an inspiration to unemployed and under-employed youth in his village of Bharatpur in Jhansi district, Uttar Pradesh. With the money he earns through his business, Amuk is able to contribute towards half of his family's household expenses. His biggest breakthrough? Convincing the people in his village to set aside caste-based differences and make best use of the digital services he offers. To enhance skills of its contract staff, TCS runs the Empower program to provide them with functional spoken English, basic computers and soft skills training. TCS volunteers conduct sessions within office premises for 25 hours, spread across five weeks. TCS runs a program for teachers as well, aiming to assist them with soft skills training in communication, presentation, empathy, ethics, organizational behaviour, time management, and stress management. Teachers have participated in the Teacher Empowerment Program at Trivandrum, Chennai, Coimbatore, Tirunelveli, Salem, Nagercoil, Kochi, Hyderabad, Hosur, Bangalore and Kolkata, since 2012. While TCS provides people greater social mobility and accessibility through these skilling and education programs, a section of the population struggles to access the very infrastructure used to impart these lessons. For instance, visually impaired persons have an additional barrier to contend with when it comes to accessing technology based jobs. To address this gap and enhance employment opportunities, TCS Maitree set up the Advanced Computer Training Centre (ACTC) in 2008. This initiative, while improving the prospects of India's visually impaired workforce, also aims to change the perspectives of employers regarding their potential and versatility."
+"# Bridge IT entrepreneur serves as an inspiration to the youth in Bharatpur, Jhansi District So far, 136 youth from socially and economically disadvantaged communities across six Indian states have been trained to be digital entrepreneurs through this program. TCS supports the digital entrepreneurs for an initial period of two years to make them self-sufficient and sustainable. But merely bringing people up to speed with their more privileged peers will not help improve the employment rate. For that, the employability skill gap would need to be addressed first. At this end of the spectrum, TCS introduced the IT and BPS employability program, which seeks to enhance the employability of undergraduate students from rural engineering and science colleges by training them in business skills, general aptitude, and technical skills. # The IT and BPS employability program seeks to enhance the employability of undergraduate students from rural colleges ACTC familiarizes visually impaired persons with both computer hardware and software to enhance their employability. TCS volunteers have been proactive in both leading and launching initiatives. A case in point is the group Women of Waze (WoW), which is based in the Wazapur village of Raigad district, Maharashtra. Launched in 2007, with the long-term objective of making women in Wazapur financially independent, WoW trains them to make bags in different styles and designs using jute, cotton, and other materials. They are also trained in making stoles with shibori design and other home accessories. TCS' CSR is focusing on developing their entrepreneurial skills in order to empower them further and make them completely self-sustainable entrepreneurs. In step with the TATA group tradition, TCS has been involved in strengthening the academic community around the world through its Academic Interface Program (AIP). This program aims to bridge the gap between campuses and corporates through various initiatives namely organizing workshops for students, faculty development programs for teachers and creating internship opportunities for students. TCS, through its Research Scholar Program, has since inception of the program, supported 324 scholars, pursuing full time PhD in computing sciences, in India. Scholars have an opportunity to interact with TCS researchers and receive mentoring. 60 research scholars have achieved their Ph.D. till date. To promote 21st century thinking among students and encourage them to take on STEM (Science, Technology, Engineering and Mathematics) subjects, TCS has also been running a series of student engagement programs across the world. TCS has reached over 354,000 students through STEM initiatives across geographies. In Brazil, TCS partnered with the Sao Paulo municipal government through the goIT program, to contribute to the training of students and teachers in public schools, as well as give underprivileged families access to the technology market and encourage young students to pursue IT careers. In Europe, goIT continues to scale up in schools across Finland, Germany, Italy, Norway, and Sweden, with the program tailored as per local requirements in each region. In the United Kingdom and Ireland, TCS runs an initiative called IT Futures, which aims to inspire a generation of young people to develop an interest in technology. It engages secondary school to university students in information and communication technology (ICT), through coding, programming, and designing. In South Africa, TCS launched ExoLab in partnership with NASA and the Centre for the Advancement of Science in Space. The Exolab program is an experimental platform that brings together classrooms and the International Space Station, and enables children in South Africa to conduct integrated STEM experiments. In the United States, TCS partnered with Discovery Education in 2017, to launch Ignite My Future in School, which seeks to prepare more than 1 million students for 21st century careers. This initiative seeks to transform the US education system by embedding computational thinking and problem solving into core school subjects such as Mathematics, English, Social Studies and the Arts. The program provides teachers with digital tools, instructional resources, and in-market support they need to guide today's youth. # TCS seeks to transform the education system by embedding computational thinking in core school subjects goIT, TCS' flagship community engagement program increases interest in STEM and computer science through design thinking, mobile app development, and mentorship by TCS employee volunteers. Primarily focused towards middle school students under-represented in computing fields, goIT offers a free and flexible program for schools. # TCS launches the first ExoLab experiment in South Africa to conduct integrated STEM experiments In Australia and New Zealand, the push has been to correct the gender imbalance in the STEM fields."
+"Towards this end, TCS runs a dedicated week-long program, called goIT Girls Work Experience, as part of which senior TCS executives provide high school students insights into the various STEM roles that exist across the business spectrum. In FY 2018, goIT Challenge was launched, which encourages high school students to learn about and apply technologies such as big data, mobility, social media, cloud computing, and robotics, to community challenges. As part of our efforts to raise STEM awareness in the Singapore community, TCS has worked closely with schools. # Annual Report 2017-18 inviting students to understand the IT industry better as well as embark on an e-learning journey on popular programming languages (C++/Python). # TCS' Translational Cancer Research Centre is set up in partnership with TMC, to develop technology for clinical trials, risk adapted treatment, predictive outcome and biomarkers - driven by a strategy to strengthen the impact of cancer. # Digital Nerve Centre (DiNC) is an innovative platform that enables re-imagined access to healthcare. It leverages digital technologies, to coordinate and connect hospitals, specialists and patients. Using DiNC, TCS along with the Ministry of Health and TATA Trusts have re-imagined patient interactions with the hospital system in four major cancer hospitals. # Singapore goIT - students interact with a robot at the TCS office In remote tribal areas in India, TCS is providing access to quality education by setting up science and math laboratories for children in partnership with TATA Trusts. Children and adults from the Kalahandi, Kandhamal, and Rayagada districts of Odisha have received access to modern equipment and learning protocol. Enthused by the positive reception the labs received, TCS introduced new technology and streamlined innovative processes that will benefit more than 3 million patients visiting 21 OPDs at the hospital each year. The process has helped eliminate overcrowding and reduce waiting time for patients, from six hours on an average, to less than two hours. # Lab on Bike Program The key objective of the program is to make learning accessible by bringing it to the doorstep of the most vulnerable and disadvantaged children. TCS has been supporting the Society for Rehabilitation of Crippled Children (SRCC) with the redevelopment of the children's hospital. All funds raised by TCS at the Mumbai Marathon are directed towards this cause. TCS has also supported the IT infrastructure and application development process at SRCC. # Health and Wellness When it comes to promoting better health practices among employees, clients, as well as stakeholder communities, TCS believes in leading from the front, which is why we wholeheartedly participate in the American Heart Association's (AHA's) yearly Heart Walks. The idea is to raise funds and create awareness to save lives from the no.1 and no.5 killers in the US - heart disease and strokes. TCS North America also participates in AHA's national campaign, 'Go Red for Women', in the US and in the Heart Month each February, through the Heart and Stroke Foundation in Canada. TCS has been providing IT solutions, logistics and operations support to Tata Medical Center (TMC), Kolkata and Cancer Institute (CI) in Chennai to improve comprehensive cancer care and research. 96 I Corporate Sustainability Report # Corporate Sustainability Report # Community Engagement These activities include meal sorting and packing at food banks to support low-income families. TCS also works closely with the American Red Cross (ARC) and the Canadian Red Cross to respond to natural disasters. TCS associates frequently organize and support meal sorting and packing activities at food banks. In the UK, TCS started a partnership with the British Heart Foundation (BHF) in 2016, to help spread awareness about heart health. This partnership supports our associates in many aspects of their well-being, from providing opportunities to volunteer and fundraise, to providing tailored information about individual employees' health. # Environment Environmental responsibility is one of the main aspects of sustainable development. TCS strives to create a continuing positive impact on the health of the environment. This has been made possible by adopting and implementing an organization-wide environmental policy; creating awareness among associates; increasing the amount and scope of responsibility towards the environment; and introducing environmental responsibility into the core values of the organization. TCS' Environmental Sustainability strategy is aligned to mitigate the climate change related risks by using scarce resources responsibly and doing more with less. The core to TCS' environmental management is the strategy supported by process, performance and people. # 1."
+"Process Focus: TCS has been one of the pioneers in the IT-sector to be certified to the international standard, ISO 14001, for its Environment Management System (EMS) in as early as 2003. Keeping up the momentum, we successfully migrated to ISO 14001:2015 version of the standard this year under the enterprise-wide certification covering 112 locations globally. The TCS Environmental Policy integrates environmental considerations into business processes and adopts a life cycle approach across our value chain. Energy, carbon, water and waste are the most material environmental aspects for our operations. We measure, manage and report on these aspects covering our global operations. # 2. Performance # Energy Conservation and Carbon Management The year has been quite eventful with respect to energy conservation and carbon management. Energy as the key contributor to our carbon footprint is the cornerstone of our carbon mitigation strategy. TCS has achieved its 2020 target to reduce the specific carbon footprint by 50%, this year - 2 years ahead of the timeline. Our overall specific energy consumption reduced by 4.5% over FY17, and 51.4% over baseline year FY08. Our combined GHG emission (Scope 1 + Scope 2) was 1.42 tCO2e/FTE; 52.5% less than the baseline year 2008 and 6.8% less than the last reporting year. This has been possible through concentrated efforts by various teams across the four levers - Green Buildings, Efficient Operations, Green IT and Use of Renewable energy. We have 19.5 million square feet of office area designed as per Green Building standards, which makes up 50% of the total office space we currently occupy. Out of this, 16.7 million sq. ft. is in the form of campuses across India, which makes up approximately 80% of the total owned workspaces. The TCS Energy Management program has witnessed rapid scaling up and further maturity during the year. The program now covers over 135 facilities across India. The Internet of Things (IoT) platform has been significantly enhanced to also acquire asset (chillers, air handling units, etc.) level data which is analysed to improve asset efficiency and operations. Most significant portion of our optimization falls in the area of analytics leading to aligning / streamlining heating, ventilation, and air conditioning (HVAC) operations and set-points, chillers and Air Handling Unit (AHU) with ambient temperature levels, occupancy levels, associate comfort levels, and scheduling chiller operations to operate more efficient chillers more frequently than less efficient chillers. Associate comfort data relating to cooling and lighting is also monitored and tracked to ensure optimal comfort levels. The Resource Optimization Centre (ROC) in Kochi has successfully blended people, processes and technology to drive significant energy savings during the year. TCS India took up a major project to change the # Annual Report 2017-18 luminaires to LEDs across 21 locations which contributed towards significant energy savings. Major retrofits were carried out at some locations with legacy infrastructure to improve the efficiency levels. Renewable energy use in our offices increased to 8.45% as compared to 7.25% in the last reporting year, towards achieving the 2020 target of 20% RE in the energy mix. This year we added 2.05 MW of Solar Rooftop system across four locations, taking the total installed capacity to 3.55MW. The solar rooftop installations across our campuses contribute towards 4403 MWh of energy. # Waste Reduction and Reuse Being an IT services and consulting organization, the waste coming out of our facilities is limited to electronic and electrical waste, office consumables and municipal solid waste. There is also a relatively smaller proportion of potentially hazardous wastes such as lead-acid batteries and waste lube oil. TCS' waste management practices seek to ensure that less than 5% waste is sent to landfills by 2020 by ensuring segregation at source, reuse and recycle wherever possible. # Food and Garden Waste Onsite composting and /or digestion sent to piggeries as feed Where there is a will there is a way! TCS Deccan Park, Hyderabad covered the open car parking with a canopy of solar photovoltaics. We have continuously innovated and improved our data center energy efficiency through initiatives like rack cooling solutions, air-flow management, UPS load optimization through modular UPS solutions and centralized monitoring, reducing the Power Utilization Efficiency (PUE) of 13 data centers to our target of 1.65. The average PUE across 23 key data centers is at 1.71, compared to an industry average of 1.8. # Water Conservation Water is a scarce and a shared resource. We strive to optimize our water consumption through conservation, sewage treatment and reuse and rainwater harvesting."
+"All our new campuses are built for 50% higher water efficiency, 100% treatment and recycling of sewage, and rainwater harvesting. In FY 2018, consistent water management measures have helped us sustain our water consumption performance at nearly constant levels compared to previous years. # TCS' waste management practices |Hazardous & e-wastes|Disposed through government authorized recyclers in accordance with local laws| |---|---| |Printer & Toner cartridges|Sent back to manufacturer under product take back arrangement| |Paper & Mixed Dry Waste|Paper is sent for recycling| | |Mixed dry waste - sent to scrap dealers or municipal disposal| In FY 2018, 34.7% of the total wet waste generated was treated through onsite composting or bio-digester treatment. Over 150 tons of compost was generated from garden waste in FY 2018, helping TCS avoid the use of chemical fertilizers and the resultant soil and groundwater pollution. Over 10 tonnes of manure generated from our campus Yantra Park in Mumbai was donated to farmers from nearby villages. The organic manure has helped change the face of the small village converting waste land into cultivated land, thus providing for livelihood. 98 I Corporate Sustainability Report # By use of organic manure combined with new farming techniques, conversion of barren land into cultivable land In FY 2018, 18,727 items of obsolete or defunct electronic and electrical equipment classified as E-waste were disposed through government-authorized handlers or recyclers, in accordance with the regulations of each country1. For India operations, hazardous wastes (as defined by regulations) are handled and disposed of as per the Hazardous Waste (Management and Handling) Rules, 2008, only through government-authorized vendors. As a result of TCS' focus on resource use and waste reduction, per capita paper consumption has reduced by 9% over the prior year 85% over the baseline. The success of this drive can be attributed to the awareness created among associates, and the enforcement of printing discipline through automated and manual means. Paper waste is carefully segregated, shredded, and sent for recycling. In some cases, waste paper is sent to NGOs, which supply stationery items such as notepads and files made from recycled paper back to TCS. TCS continues to achieve 100% recycling of its paper waste2. # 3. People Our customers, employees as well as suppliers are part of our environmental sustainability journey. We work with our customers to deliver IT-based green solutions. We motivate our suppliers to adhere to 100% regulatory compliance, adopt environmentally responsible practices and strive for better environmental performance as part of our Supply Chain Sustainability program. We also engage our employees through various awareness campaigns and communications to sensitize associates toward nature, the need to conserve resources and in general, be environmentally responsible. Over a million training hours were spent on health, safety, and the environment in FY18. In Philippines, TCS in partnership with the Pasig River Rehabilitation Commission, conducted a cleanup project at the mouth of Pasig River in BASECO Compound, Manila. # PASIG RIVER TCS team cleaning up the Pasig River in Philippines Associates in North America regularly participate in volunteering activities that positively impact the environment. Volunteers work with local park departments and other environmental organizations to participate in activities such as park clean-ups, where they work to remove invasive plant species, and clean up local shorelines. In UK, TCS continues to promote environmental sustainability through Eco Futures, a staff awareness program that encourages behavioural change. The focus has been on recycling, energy consumption, and travel. Collectively, all these environment campaigns help ensure that our employees not only adopt and sustain environment-friendly behaviour at work, but also at home. At the Siruseri location in Chennai, India, TCS has embarked on watershed management to prevent flooding in the area, including taking on the rejuvenation and maintenance of the Siruseri Lake. TCS is working towards the rejuvenation of River Kasalganga in Solapur, as it remains mostly dry, causing damage to crops which leads to consequential social impact. 1 Data for all geographies. 2 Data given is only for India, since most overseas locations are multi-occupancy facilities, where waste handling and disposal is handled by the building authority. Corporate Sustainability Report I 99 # Annual Report 2017-18 # Business Responsibility Report This section is as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A more detailed Sustainability Report for FY18 will be published shortly on our website: www.tcs.com # Section A: General information about the company 1. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781 2."
+"Name of the Company: Tata Consultancy Services Limited Registered address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, India 3. Website: www.tcs.com 4. E-mail id: corporate.sustainability@tcs.com 5. Financial Year reported: April 1, 2017 to March 31, 2018 6. Sector(s) that the Company is engaged in (industrial activity code-wise): |ITC CODE|Product Description| |---|---| |85249009|Computer Software| 7. List three key products/services that the Company manufactures/provides (as in balance sheet): Consulting and Service Integration, Digital Transformation Services and Cognitive Business Operations. 8. Total number of locations where business activity is undertaken by the Company: 190 solution centers Number of International Locations (Provide details of major 5): |Region|Number of Locations| |---|---| |North America|17| |UK & Ireland|17| |Latin America|16| |Asia Pacific|9| |Europe|4| 9. Number of National Locations: 125 Markets served by the Company-Local/State/National/International: North America, Latin America, United Kingdom & Ireland, Continental Europe, Asia Pacific, Middle East & Africa and India. # Section B: Financial details of the company 1. Paid up Capital (INR): 191 crore 2. Total Turnover (INR): 1,23,104 crore 3. Total profit after taxes (INR): 25,826 crore 4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): 1.61% of average profit for previous three years in respect of standalone TCS (India initiatives only) 5. List of activities in which expenditure in 4 above has been incurred: |Category (CSR in India only)|` Crore| |---|---| |Health & Wellness|136| |Education & Skill Building|91| |Environmental Sustainability|1| |Contribution to TCS Foundation|172| |Total|400| Including overseas spend, the Company's total spending on Corporate Social Responsibility is ` 505 Crore. # Section C: Other details 1. Does the Company have any Subsidiary Company/ Companies? Yes 2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Yes, 31 subsidiaries participated 3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]: No # Section D: BR information 1. Details of Director/Directors responsible for BR Details of the Director/Director responsible for implementation of the BR policy/policies The Corporate Social Responsibility (CSR) Committee of the Board of Directors is responsible for implementation of BR policies. The members of the CSR Committee are as follows: |DIN Number|Name|Designation| |---|---|---| |00121863|Mr N. Chandrasekaran|Chairman| |00548091|Mr O.P. Bhatt|Independent Director| |06365813|Mr Rajesh Gopinathan|Chief Executive Officer and Managing Director| File: AR_TCS_2017_2018.md |07121802|Ms Aarthi Subramanian|Director| 2. Details of the BR head Name: Mr. Ajoyendra Mukherjee Designation: Executive Vice President & Global Head HR Telephone number: 022 67789999 E-mail id: corporate.sustainability@tcs.com # 2. Principle wise (as per NVGs) BR Policy/policies The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows: - P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner |S.N.|Questions| |---|---| |1|Do you have a policy / policies for....| |2|Has the policy being formulated in consultation with the relevant stakeholders?| |3|Does the policy conform to any national / international standards?| |4|Has the policy been approved by the Board? If yes, has it been signed by MD/owner/ CEO/appropriate Board Director?| |5|Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?"
+"Indicate the link for the policy to be viewed online?| |6|Has the policy been formally communicated to all relevant internal and external stakeholders?| |7|Does the company have in-house structure to implement the policy/policies?| |8|Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/policies?| |9|Has the company carried out independent audit/evaluation of the working of this policy by an internal or external agency?| |P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y*|Y*|Y*|Y**|Y*|Y***|Y*|Y*|Y*| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|N|Y|N|N|Y|N|N|Y| # 3. Governance related to BR (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO meet to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: Six Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. (b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Yes, the Company publishes its Sustainability Report annually. The hyperlink is: http://on.tcs.com/Corporate-Sustainability-Report-2017 # Annual Report 2017-18 # Section E: Principle wise performance # Principle 1 1. Does the policy relating to ethics, bribery and corruption cover only the company? No Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/ Others? Yes 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so: 138 ethics concerns from various stakeholders were received in the year FY 2018. 125 (91%) of these were satisfactorily resolved as on March 31, 2018. The remaining concerns are under review. # Principle 2 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities: - a) Energy management solution (EMS) - an IoT based, closed-loop data detecting and machine learning system to monitor, detect and analyse energy consumption patterns in real-time and to uncover opportunities of reducing energy consumption and reducing the carbon footprint impact. - b) TCS' Digifleet Fleet Management Solution - An IoT enabled solution that results in fleet optimisation and consequently leads to reduction in the usage of fuel and hence emissions. - c) mKRISHI - A system that empowers farmers with data to improve farming productivity. (More details online - https://goo.gl/w8Ysws) 2. For each such product, provide the following details in respect of resource used (Energy, Water, Raw material etc.) per unit of product (optional): - a) Reduction during sourcing/production/distribution achieved since the previous year? - EMS - During this year (2017-18), TCS was able to reduce the specific electricity consumption by 4.5%. This has been achieved through a series of initiatives including real time energy monitoring (smart metering), timely interventions enabled through TCS' IoT platform, change over to energy efficient lighting and modernization of legacy infrastructure to energy efficient systems. - b) Digifleet - Not applicable. - c) mKRISHI - Not applicable. - b) Reduction during usage by consumers (energy, water) has been achieved since the previous year: - a) EMS - Not applicable. 3. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? Yes (a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? While the criteria for selection of goods and services is quality, reliability and price, TCS gives preference to small organisations, particularly promoted by entrepreneurs from socially backward communities. Under the BridgeIT programme, TCS has trained digital entrepreneurs who have established themselves as key resources in the villages within which they operate. 4. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so: Yes. For more details please refer to the Corporate Sustainability section of this Annual Report. 102 I Business Responsibility Report # Principle 3 1. Please indicate the Total number of employees: 394,998 as on March 31, 2018. 2. Please indicate the Total number of employees hired on temporary/contractual/casual basis: 16,999 as on March 31, 2018. 3. Please indicate the Number of permanent women employees: 139,487 as on March 31, 2018. 4. Please indicate the Number of permanent employees with disabilities: 484 as on March 31, 2018. 5."
+"Do you have an employee association that is recognized by management? Yes. 6. What percentage of your permanent employees are members of this recognized employee association? 0.02% (For India) 7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year: During FY 2017-18, the Company has received 62 complaints on sexual harassment, out of which 58 complaints have been resolved with appropriate action taken and 4 complaints remain pending as on March 31, 2018. Internal review is under progress for the pending complaints. There have been no complaints in other areas. 8. What percentage of your under mentioned employees were given safety & skill upgradation training in the last year? (a) Permanent Employees - 93% (b) Permanent Women Employees - 92% (c) Casual/Temporary/Contractual Employees - 74% (d) Employees with Disabilities - 91% # Principle 4 1. Has the company mapped its internal and external stakeholders? Yes 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders: Yes 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so: Yes. TCS has several programmes designed to benefit marginalised stakeholders. Please refer to the Corporate Sustainability section of this Annual Report for details of BridgeIT, Advanced Computer Training Centre, Empower, Adult Literacy Program and BPS/IT Employability Programs. # Principle 5 1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/Others? The policy is applicable to TCS, its subsidiaries and vendors. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? None was received. # Principle 6 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others? The policy is applicable to TCS, its subsidiaries and vendors. 2. Does the company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc: Yes. Please refer to this link. 3. Does the company identify and assess potential environmental risks? Yes. 4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not Applicable 5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. Yes. Please refer to the Corporate Sustainability section of this Annual Report for details. 6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes 7. Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. One # Principle 7 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: Yes. National Association of Software and Services Companies (NASSCOM), Confederation of Indian Industries (CII), Federation of India Chambers of Commerce and Industry (FICCI), US India Business Council (USIBC) and US Chamber of Commerce. Business Responsibility Report I 103 # Annual Report 2017-18 # Principle 8 1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof? Yes. Kindly refer to the Corporate Sustainability section of this Annual Report. 2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization? TCS uses all of these modes. 3. Have you done any impact assessment of your initiative? Yes. 4. What is your company's direct contribution to community development projects-Amount in INR and the details of the projects undertaken? ₹ 505 Crore including overseas spend. For more details refer to the Corporate Sustainability section of this Annual Report. 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so: Yes. Initiatives conducted under CSR are tracked to determine the outcomes achieved and the benefits to the community. Internal tracking mechanisms, monthly reports and follow-up field visits, telephonic and email communications are regularly carried out."
+"The Company has engaged highly trained employees to drive and monitor the CSR activities. # Principle 9 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year? 5.66% of the complaints received is pending resolution as on March 31, 2018. 2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks (additional information): Not applicable 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anticompetitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so: No 4. Did your company carry out any consumer survey/consumer satisfaction trends? Yes."
+"104 I Business Responsibility Report # Awards and Accolades # Business - Ranked as the fastest growing IT Services brand by brand value, and as one of the Top 3 Global Brands in IT Services globally in 2018 by Brand Finance - Recognized as one of the Top Regarded Companies and one of the World's Best Employers in the Forbes 2017 Global 2000 list - Ranked #1 in Europe for Customer Satisfaction for the fifth consecutive year by Whitelane Research - Ranked No 1 in the BT 500 - India's Most Valuable Companies 2017 - Topped the BW 500 Real rankings in the technology space - 2017 - Won the CII Industrial Intellectual Property Award 2017 - Won two awards at the Express IT Awards® 2017 for 'IT Innovation in large enterprise category' and 'Mobility Solutions category' - Bagged multiple awards at the Asian Banker Technology Innovation Awards 2017 - Recognised as a prominent 'Technology Partner' at the Manufacturing Leadership 100 Awards for the fourth time - TCS' Singapore Marathon App won the award for the Best Mobile App for Media, Entertainment & Social Media at GSMA's Asia Mobile Awards 2017 - The TCS New York City Marathon App, named the Consumer App of the Year for the second consecutive year, also won the Gold award at the Best in Biz Awards 2017 International # Employer - Ranked as a Top Employer globally for the third year running by the Top Employer Institute, including in leading regions such as North America, UK, Europe and LatAm - Named among the Top job creators in the US IT Services Sector by The Cambridge Group - Recognized as one of the Achievers 50 Most Engaged Workplaces™ in North America, for the fifth consecutive year - Won the Editor's choice Award for Best Learning Execution at the Chief Learning Officer Magazine's 2017 LearningElite Awards - Won the 'Innovation in Talent Development' Award and 'Excellence in Practice' recognitions at the Association for Talent Development (ATD) Conference in Atlanta # Awards - Won a Gold Stevie® for Achievement in Employee Engagement in the Americas, and two Silver Stevies® for Achievement in Recruitment and Employer of the Year at the Stevie® Awards for Great Employers (SAGE) - Won the 2017 Canadian National HR Award for 'Best Recruitment Campaign' from the Canadian HR Reporter for the third straight year - Named as one of the 'Best Companies to Work for Women in India' by Working Mother Media and Avtar Group - Won the 'WILL Best Employers for Women' award from the WILL Forum India - Received Eight Brandon Hall Group Awards covering Excellence in Learning, Leadership Development, Talent Management and Talent Acquisition - Named as Best Company for Diversity and Inclusion at the 2018 Women in Technology and Data Awards, hosted by Waters Technology - Recognized as Most Admired Knowledge Enterprise at the KM India Summit organized by CII # Sustainability - Named in Fortune's annual list of the Top 50 Companies that are changing the world, for mKrishi - Awarded the Gold rating certificate by EcoVadis for the fourth time in a row - Included in the Global Dow Jones Sustainability Index (DJSI) for fifth consecutive year - Included in the FTSE4Good Emerging Index - Recognized as a Leader in Climate Change efforts by CDP (formerly Carbon Disclosure Project) - Won the 'Social Responsibility Project of the Year' for the second year in a row at the North American Employee Engagement Awards - Named as One of America's Civic 50 by Points of Light - Awarded Gold for its BridgeIT Program at the India Digital Awards 2017, under 'Best Use of Internet for Social and Economic Development' category by the Internet & Mobile Association of India (IAMAI) - TCS' Passport Seva won two CSI Nihilent eGovernance Awards 2017 at the 52nd CSI annual convention - CFO, Ramakrishnan V., awarded the 'Creating Shared Value CFO' at the Yes Bank - BW Best CFO Awards 2017 # Consolidated Financial Statements # Independent Auditor's Report To the Members of Tata Consultancy Services Limited (Holding Company) # Report on the Audit of the Consolidated Ind AS Financial Statements We have audited the accompanying consolidated Ind AS financial statements of Tata Consultancy Services Limited (""the Holding Company"") and its subsidiary companies listed in Annexure I (collectively referred to as ""the Group""), which comprise the Consolidated Balance Sheet as at 31 March 2018, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows,"
+"for the year then ended, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ""the consolidated Ind AS financial statements""). # Management's Responsibility for the Consolidated Ind AS Financial Statements The Holding Company's Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirement of the Companies Act, 2013 (hereinafter referred to as ""the Act"") that give a true and fair view of the consolidated state of affairs, consolidated profit/loss (including other comprehensive income), consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid. In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. # Auditor's Responsibility Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made, as well as evaluating the overall presentation of the consolidated Ind AS financial statements. We are also responsible to conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated."
+"# Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2018, its consolidated profit (including other comprehensive income), its consolidated changes in equity and its consolidated cash flows for the year ended on that date. # Other Matter Corresponding figures of the Group for the year ended 31 March 2017 have been audited by another auditor who expressed an unmodified opinion dated 18 April 2017 on the consolidated Ind AS financial statements of the Group for the year ended 31 March 2017. Our opinion on the consolidated Ind AS financial statements is not modified in respect of the above matter. # Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable, that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements. 2. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books. 3. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements. 4. In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act. 5. On the basis of the written representations received from the directors of the Holding Company and its subsidiary companies which are incorporated in India, as on 31 March 2018 and taken on record by the Board of Directors of respective companies, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act. 6. With respect to adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in ""Annexure A"". 7. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 19 April 2018 Membership No: 049265 Consolidated Financial Statements I 107 # Annual Report 2017-18 # Annexure I: List of entities consolidated as at 31 March 2018 |1|APTOnline Limited| |---|---| |2|C-Edge Technologies Limited| |3|CMC Americas, Inc.| |4|Diligenta Limited| |5|MahaOnline Limited| |6|MP Online Limited| |7|Tata America International Corporation| |8|Tata Consultancy Services (Africa) (PTY) Ltd.| |9|Tata Consultancy Services Asia Pacific Pte Ltd.| |10|Tata Consultancy Services Belgium| |11|Tata Consultancy Services Canada Inc.| |12|Tata Consultancy Services Deutschland GmbH| |13|Tata Consultancy Services Netherlands BV| |14|Tata Consultancy Services Qatar S.S.C.| |15|Tata Consultancy Services Sverige AB| |16|TCS e-Serve International Limited| |17|TCS FNS Pty Limited| |18|TCS Foundation| |19|TCS Iberoamerica SA| |20|PT Tata Consultancy Services Indonesia| |21|Tata Consultancy Services (China) Co., Ltd.| |22|Tata Consultancy Services (Philippines) Inc.| |23|Tata Consultancy Services (Thailand) Limited| |24|Tata Consultancy Services Japan, Ltd.| |25|Tata Consultancy Services Malaysia Sdn Bhd| |26|TCS Italia s.r.l.| |27|CMC eBiz, Inc.| |28|Tata Consultancy Services (South Africa) (PTY) Ltd.| |29|Tata Consultancy Services Chile S.A.| |30|TATASOLUTION CENTER S.A.| |31|Technology Outsourcing S.A.C.| |32|TCS e-Serve America, Inc.| |33|Tata Consultancy Services (Portugal) Unipessoal, Limitada| |34|TCS Financial Solutions Australia Pty Limited| |35|TCS Financial Solutions Beijing Co., Ltd.| |36|TCS Financial Solutions Australia Holdings Pty Limited| |37|MGDC S.C.| |38|Tata Consultancy Services Argentina S.A.| File: AR_TCS_2017_2018.md |39|Tata Consultancy Services De Mexico S.A., De C.V.| |40|Tata Consultancy Services Do Brasil Ltda| |41|TCS Inversiones Chile Limitada| |42|TCS Solution Center S.A.| |43|TCS Uruguay S.A.| |44|Tata Consultancy Services France SA (formerly Alti S.A.)| |45|Tata Consultancy Services Danmark ApS| |46|Tata Consultancy Services De Espana S.A.| |47|Tata Consultancy Services Luxembourg S.A.| |48|Tata Consultancy Services Osterreich GmbH| |49|Tata Consultancy Services Saudi Arabia| |50|Tata Consultancy Services Switzerland Ltd.| |51|Tata Sons & Consultancy Services Employees' Welfare Trust| |52|TCS e-Serve Limited - Employees' Welfare Trust| |53|TCS e-Serve International Limited - Employees' Welfare Benefit Trust| # I Consolidated Financial Statements # Annexure A to the Independent Auditor's Report (Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (""the Act"") We have audited the internal financial controls over financial reporting of the Tata Consultancy Services Limited (""the Company"" or ""the Holding Company"") and its subsidiary companies which are incorporated in India as of 31 March 2018 in conjunction with our audit of the consolidated Ind AS financial statements of the Holding Company for the year ended on that date. # Management's Responsibility for Internal Financial Controls The respective Board of Directors of the Holding company and its subsidiary companies which are incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (""ICAI""). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditor's Responsibility Our responsibility is to express an opinion on the Holding Company's and its subsidiary companies', which are incorporated in India, internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ""Guidance Note"") issued by the ICAI and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness."
+"Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company's and its subsidiary companies', which are incorporated in India, internal financial controls system over financial reporting. # Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. # Opinion In our opinion, the Holding Company and its subsidiary companies which are incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the respective company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai Partner 19 April 2018 Membership No: 049265 Consolidated Financial Statements I 109 # Annual Report 2017-18 # Consolidated Balance Sheet |Note|As at March 31, 2018|As at March 31, 2017| |---|---|---| |ASSETS|ASSETS|ASSETS| |Non-current assets|Non-current assets|Non-current assets| |(a) Property, plant and equipment|10,216|10,057| |(b) Capital work-in-progress|1,278|1,541| |(c) Intangible assets|12|47| |(d) Goodwill|1,745|1,597| |(e) Financial assets| | | |(i) Investments|301|344| |(ii) Trade receivables|94|67| |(iii) Unbilled revenue|227|143| |(iv) Loans|1,975|9| |(v) Other financial assets|691|825| |(f) Income tax assets (net)|4,131|4,789| |(g) Deferred tax assets (net)|3,449|2,828| |(h) Other assets|953|689| |Total non-current assets|25,072|22,936| |Current assets|Current assets|Current assets| |(a) Inventories|26|21| |(b) Financial assets| | | |(i) Investments|35,707|41,636| |(ii) Trade receivables|24,943|22,617| |(iii) Unbilled revenue|6,686|5,208| |(iv) Cash and cash equivalents|4,883|3,597| |(v) Other balances with banks|2,278|552| |(vi) Other financial assets| | | |(vii) Loans|3,205|2,909| |(c) Income tax assets (net)|37|26| |(d) Other assets|2,584|2,276| |Total current assets|81,224|80,316| |TOTAL ASSETS|106,296|103,252| |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| |Equity|Equity|Equity| |(a) Share capital|191|197| |(b) Other equity|84,937|86,017| |Equity attributable to shareholders of the Company|85,128|86,214| |Non-controlling interests|402|366| |Total Equity|85,530|86,580| |Liabilities|Liabilities|Liabilities| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |(a) Financial liabilities| | | |(i) Borrowings|54|71| |(ii) Other financial liabilities|503|454| |(b) Unearned and deferred revenue|503|-| |(c) Employee benefit obligations|290|245| |(d) Provisions|26|39| |(e) Deferred tax liabilities (net)|1,170|919| |(f) Other liabilities|392|432| |Total non-current liabilities|2,938|2,160| |Current liabilities|Current liabilities|Current liabilities| |(a) Financial liabilities| | | |(i) Borrowings|181|200| |(ii) Trade payables|5,094|4,905| |(iii) Other financial liabilities|3,913|2,924| |(b) Unearned and deferred revenue|2,032|1,398| |(c) Income tax liabilities(net)|1,421|1,412| |(d) Employee benefit obligations|2,018|1,862| |(e) Provisions|240|66| |(f) Other liabilities|2,929|1,745| |Total current liabilities|17,828|14,512| |TOTAL EQUITY AND LIABILITIES|106,296|103,252| NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1-35 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr."
+"Ron Sommer Director Aarthi Subramanian Director Yezdi Nagporewalla Rajesh Gopinathan O. P. Bhatt V. Thyagarajan Prof. Clayton M. Christensen Partner CEO and Managing Director Director Director Membership No: 049265 N. Ganpathy Subramaniam Aman Mehta Dr. Pradeep Kumar Khosla Rajendra Moholkar COO and Executive Director Director Director Company Secretary Mumbai, April 19, 2018 110 I Consolidated Financial Statements # Consolidated Statements of Profit and Loss |Note|Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |I. Revenue from operations|123,104|117,966| |II. Other income (net)|3,642|4,221| |III. TOTAL INCOME|126,746|122,187| |IV. Expenses| | | |(a) Employee benefit expenses|66,396|61,621| |(b) Cost of equipment and software licences|2,700|2,808| |(c) Other operating expenses|21,492|21,226| |(d) Finance costs|52|32| |(e) Depreciation and amortisation expense|2,014|1,987| |TOTAL EXPENSES|92,654|87,674| |V. PROFIT BEFORE TAX|34,092|34,513| |VI. Tax expense| | | |(a) Current tax|8,265|8,235| |(b) Deferred tax|(53)|(79)| |TOTAL TAX EXPENSE|8,212|8,156| |VII. PROFIT FOR THE YEAR|25,880|26,357| |VIII. OTHER COMPREHENSIVE (LOSSES) / INCOME| | | |(A) (i) Items that will be reclassified subsequently to profit and loss| | | |(a) Net change in fair values of investments other than equity shares carried at fair value through OCI|(821)|740| |(b) Net change in intrinsic value of derivatives designated as cash flow hedges|(122)|41| |(c) Net change in time value of derivatives designated as cash flow hedges|(59)|3| |(d) Exchange differences on translation of financial statements of foreign operations|552|(474)| |(ii) Income tax on items that will be reclassified subsequently to profit and loss|305|(261)| |(B) (i) Items that will not be reclassified subsequently to profit and loss| | | |(a) Remeasurement of defined employee benefit plans|106|(208)| |(b) Net change in fair values of investments in equity shares carried at fair value through OCI|(84)|(20)| |(ii) Income tax on items that will not be reclassified subsequently to profit and loss|(5)|2| |TOTAL OTHER COMPREHENSIVE (LOSSES) / INCOME|(128)|(177)| |IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR|25,752|26,180| |Profit for the year attributable to:| | | |Shareholders of the Company|25,826|26,289| |Non-controlling interests|54|68| |Total comprehensive income for the year attributable to:| | | |Shareholders of the Company|25,682|26,117| |Non-controlling interests|70|63| |X. Earnings per equity share:- Basic and diluted (`)|134.19|133.41| |Weighted average number of equity shares|192,45,92,806|197,04,27,941| |XI. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS|1-35| | As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr. Ron Sommer Director Aarthi Subramanian Director Yezdi Nagporewalla Partner Rajesh Gopinathan CEO and Managing Director O. P. Bhatt Director V. Thyagarajan Director Prof. Clayton M. Christensen Director N. Ganpathy Subramaniam COO and Executive Director Aman Mehta Director Dr. Pradeep Kumar Khosla Director Rajendra Moholkar Company Secretary Mumbai, April 19, 2018 # Consolidated Statements of Changes in Equity # Annual Report 2017-18 # A. EQUITY SHARE CAPITAL (` crores) |Balance as at April 1, 2016|Changes in equity share capital during the year|Balance as at March 31, 2017| |---|---|---| |197|-|197| |Balance as at April 1, 2017|Changes in equity share capital during the year*|Balance as at March 31, 2018| |197|(6)|191| # B."
+"OTHER EQUITY (` crores) |Reserves and surplus| | |Items of other comprehensive income|Equity|Non-controlling interests|Total| | | | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Equity Capital|Securities Premium|General Reserve|Special Reserve|Retained Earnings|Statutory Reserve|Investment Reserve|Cash flow Hedge Reserve|Foreign Currency Translation Reserve|Intrinsic Value|Time Value| | | | | | | | | | |Balance as at April 1, 2016|75|1,919|523|10,549|-|56,113|185|54|68|(19)|1,408|70,875|355|71,230| | | | | | | | | |Profit for the year|-|-|-|-|-|26,289|-|-|-|-|26,289|68|26,357| |Other comprehensive income| |-|-|-|-|-|(206)|-|464|37|2|(469)|(172)|(5)|(177)| | | | | | | | |Total comprehensive income|-|-|-|-|-|26,083|-|464|37|2|(469)|26,117|63|26,180| |Dividend (including tax on dividend of ` 1,788 crores)| | |-|-|-|-|-|(10,947)|-|-|-|-|(10,947)|(26)|(10,973)| | | | | |Transfer to reserves| |-|-|-|-|-|(33)|33|-|-|-|-|-|-| | | | |Realised loss on equity shares carried at fair value through OCI| | |-|-|-|-|-|(20)|-|20|-|-|-|-|-| | | | | |Purchase of non-controlling interests|-|-|-|-|-|(28)|-|-|-|-|(28)|(26)|(54)| | | | | |Transfer to Special Economic Zone re-investment reserve|-|-|-| |376|(376)|-|-|-|-|-|-|-|-| | | | | |Transfer from Special Economic Zone re-investment reserve| | |-|-|-|(279)|279|-|-|-|-|-|-|-|-| | | | | |Balance as at March 31, 2017|75|1,919|523|10,549|97|71,071|218|538|105|(17)|939|86,017|366|86,383| | | | | |Balance as at April 1, 2017|75|1,919|523|10,549|97|71,071|218|538|105|(17)|939|86,017|366|86,383| | | | |Profit for the year|-|-|-|-|-|25,826|-|-|-|-|25,826|54|25,880| | | | | | | | | | |Other comprehensive income|-|-|-|-|-|102|-(622)|(107)|(52)|535|(144)|16|(128)| | |Total comprehensive income| |-|-|-|-|-|25,928|-(622)|(107)|(52)|535|25,682|70|25,752| | | | | |Dividend (including tax on dividend of ` 1,444 crores)| |-|-|-|-|-|(10,726)|-|-|-|-|(10,726)|(34)|(10,760)| | | | | | |Transfer to reserves| |-|-|-|-|(8)|-|(32)|40|-|-|-|-|-| | | | |Buy-back of equity shares*| |(1,919)|6|(9,118)|-|(4,963)|-|-|-|-|-|(15,994)|-|(15,994)| | | | | | | | | | |Expenses for buy-back of equity shares*|-|-|-|-|-|(42)|-|-|-|-|(42)|-|(42)| |Transfer to Special Economic Zone re-investment reserve| | |-|-|-|1,579|(1,579)|-|-|-|-|-|-|-|-| | | | |Transfer from Special Economic Zone re-investment reserve| | |-|-|-|(98)|98|-|-|-|-|-|-|-|-| | | | | |Balance as at March 31, 2018|75|-|529|1,423|1,578|79,755|258|(84)|(2)|(69)|1,474|84,937|402|85,339| | | | *Refer note 16. Total equity (primarily retained earnings) includes ` 777 crores (March 31, 2017: ` 605 crores) pertaining to trusts and TCS Foundation held for specified purposes. # C. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1-35 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr. Ron Sommer Director Aarthi Subramanian Director Yezdi Nagporewalla Partner Membership No: 049265 N. Ganpathy Subramaniam COO and Executive Director Aman Mehta Director Dr. Pradeep Kumar Khosla Director Rajendra Moholkar Company Secretary Mumbai, April 19, 2018 # Consolidated Statements of Cash Flows | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |I. CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|25,880|26,357| |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | |Depreciation and amortisation expense|2,014|1,987| |Net gain on disposal of property, plant and equipment|(25)|(3)| |Tax expense|8,212|8,156| |Net gain on investments|(906)|(642)| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|206|125| |Finance costs|52|32| |Interest income|(2,445)|(2,263)| |Dividend income|(9)|(1)| |Unrealised foreign exchange (gain) / loss|(94)|52| |Operating profit before working capital changes|32,885|33,800| |Net change in| | | |Trade receivables|(1,833)|680| |Unbilled revenue|(1,441)|(1,539)| |Loans and other financial assets|388|580| |Other assets and inventories|(464)|(142)| |Trade payables|(346)|(201)| |Unearned and deferred revenue|1,104|80| |Other financial liabilities|1,003|(533)| |Other liabilities and provisions|1,380|444| |Cash generated from operations|32,676|33,169| |Taxes paid (net of refunds)|(7,609)|(7,946)| |Net cash provided by operating activities|25,067|25,223| |II. CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(2,057)|(2)| |Inter-corporate deposits placed|(6,915)|(2,299)| |Purchase of investments*|(97,473)|(121,423)| |Payment for purchase of property, plant and equipment|(1,862)|(1,989)| |Purchase of intangible assets|-|(1)| |Earmarked deposits placed with banks|(231)|-| |Proceeds from bank deposits|431|40| |Proceeds from inter-corporate deposits|4,685|3,918| |Proceeds from disposal / redemption of investments*|103,482|102,798| |Proceeds from disposal of property, plant and equipment|58|36| |Proceeds from disposal of intangible assets|-|1| |Proceeds from earmarked deposits with banks|136|400| |Dividend received|9|1| |Interest received|2,623|1,788| |Net cash provided by / (used in) investing activities|2,886|(16,732)| |III."
+"CASH FLOWS FROM FINANCING ACTIVITIES| | | |Buy-back of equity shares|(16,000)|--| |Expenses for buy-back of equity shares|(42)| | |Short-term borrowings (net)|(19)|87| |Dividend paid (including tax on dividend)|(10,726)|(10,947)| |Dividend paid to non-controlling interests (including tax on dividend)|(34)|(26)| |Purchase of non-controlling interests|-|(54)| |Repayment of finance lease obligations|(24)|(66)| |Interest paid|(40)|(20)| |Net cash used in financing activities|(26,885)|(11,026)| |Net change in cash and cash equivalents|1,068|(2,535)| |Cash and cash equivalents at the beginning of the year|3,597|6,295| |Exchange difference on translation of foreign currency cash and cash equivalents|218|(163)| |Cash and cash equivalents at the end of the year (Refer note 14)|4,883|3,597| |*Purchase of investments include ` 709 crores (March 31, 2017: ` 890 crores) and proceeds from disposal / redemption of investments include ` 1,182 crores (March 31, 2017: ` 726 crores) held by TCS Foundation, formed for conducting corporate social responsibility activities of the Group.|*Purchase of investments include ` 709 crores (March 31, 2017: ` 890 crores) and proceeds from disposal / redemption of investments include ` 1,182 crores (March 31, 2017: ` 726 crores) held by TCS Foundation, formed for conducting corporate social responsibility activities of the Group.|*Purchase of investments include ` 709 crores (March 31, 2017: ` 890 crores) and proceeds from disposal / redemption of investments include ` 1,182 crores (March 31, 2017: ` 726 crores) held by TCS Foundation, formed for conducting corporate social responsibility activities of the Group.| |IV. NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1-35| | | As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr. Ron Sommer Director Aarthi Subramanian Director Yezdi Nagporewalla Partner Rajesh Gopinathan CEO and Managing Director O. P. Bhatt Director V. Thyagarajan Director Prof. Clayton M. Christensen Director N. Ganpathy Subramaniam COO and Executive Director Aman Mehta Director Dr. Pradeep Kumar Khosla Director Rajendra Moholkar Company Secretary Mumbai, April 19, 2018 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively together with the employee welfare trusts referred to as ""the Group"") provide consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of delivery centres around the globe. The Group's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Consulting, Digital Enterprise Services, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON - Small and Medium Businesses, IT Infrastructure Services, IT Services and Platform Solutions. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai 400001. As at March 31, 2018, Tata Sons Limited, the holding company owned 71.89% of the Company's equity share capital. The consolidated financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on April 19, 2018. # 2) Significant accounting policies # (a) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # (b) Basis of preparation These consolidated financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. # (c) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. All inter-company transactions, balances and income and expenses are eliminated in full on consolidation."
+"Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. # (d) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling # Notes forming part of the Consolidated Financial Statements Interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders' equity. # (e) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Key source of estimation of uncertainty at the date of consolidated financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of goodwill, useful lives of property, plant and equipment, valuation of deferred tax assets, provisions, contingent liabilities and fair value measurements of financial instruments have been discussed below. Key source of estimation of uncertainty in respect of revenue recognition and employee benefits have been discussed in their respective policies. # Impairment of goodwill The Group estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used for the CGU's represent the weighted average cost of capital based on the historical market returns of comparable companies. # Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # Valuation of deferred tax assets The Group reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy has been explained under note 2(k). # Provisions and contingent liabilities A provision is recognised when the Group has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. Contingent assets are neither recognised nor disclosed in the financial statements."
+"# Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The policy has been further explained under note 2(l). # (f) Revenue recognition The Group earns revenue primarily from providing information technology, business solutions and consultancy services through development and maintenance of IT applications and infrastructure, implementation of enterprise solutions, business process services, assurance services, engineering and industrial services using its own products, framework of solutions and third party products. # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements The Group recognises revenue as follows: File: AR_TCS_2017_2018.md Contracts are unbundled into separately identifiable components and the consideration is allocated to those identifiable components on the basis of their relative fair values. Revenue is recognised for respective components either at the point in time or over time, as applicable. Revenue from contracts priced on a time and material basis is recognised as services are rendered and as related costs are incurred. Revenue from software development contracts, which are generally time bound fixed price contracts, is recognised over the life of the contract using the percentage-of-completion method, with contract costs determining the degree of completion. Losses on such contracts are recognised when probable. Revenue in excess of billings is recognised as unbilled revenue in the balance sheet; to the extent billings are in excess of revenue recognised, the excess is reported as unearned and deferred revenue in the balance sheet. Revenue from Business Process Services contracts priced on the basis of time and material or unit of delivery is recognised as services are rendered or the related obligation is performed. Revenue from the sale of internally developed and manufactured systems and third party products which do not require significant modification is recognised upon delivery, which is when the absolute right to use passes to the customer and the Group does not have any material remaining service obligations. Revenue from maintenance contracts is recognised on a pro-rata basis over the period of the contract. Revenue is recognised only when evidence of an arrangement is obtained and the other criteria to support revenue recognition are met, including the price is fixed or determinable, services have been rendered and collectability of the resulting receivables is reasonably assured. Revenue is reported net of discounts and indirect taxes. (g) Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. (h) Leases Finance lease Assets taken on lease by the Group in its capacity as lessee, where the Group has substantially all the risks and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Operating lease Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating lease. Operating lease payments are recognised on a straight line basis over the lease term, unless the lease agreement explicitly states that increase is on account of inflation. (i) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised into employee benefit expenses, cost of equipment and software licences, depreciation and amortisation and other operating expenses. Employee benefit expenses include employee compensation, allowances paid, contribution to various funds and staff welfare expenses. Other operating expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc."
+"(j) Foreign currency The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`) whereas the functional currency of foreign subsidiaries is the currency of their countries of domicile. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are restated into the functional currency using exchange 116 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements Rates prevailing on the balance sheet date. Gains and losses arising on settlement and restatement of foreign currency denominated monetary assets and liabilities are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not translated. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss has been translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. # (k) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred tax are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company, its overseas branches and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends."
+"Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # (l) Financial instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. # Cash and cash equivalents The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments recognised by the Group are recognised at the proceeds received net of direct issue cost. # Hedge accounting The Group designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Group uses hedging instruments that are governed by the policies of the Company and its subsidiaries which are approved by their respective Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company and its subsidiaries. The hedge instruments are designated and documented as hedges at the inception of the contract. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an 118 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements Ongoing basis."
+"If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in other comprehensive income and accumulated under the heading cash flow hedging reserve. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit and loss. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss accumulated in equity is transferred to the statement of profit and loss. # (m) Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. The estimated useful lives are as mentioned below: |Type of asset|Method|Useful lives| |---|---|---| |Buildings|Straight line|20 years| |Leasehold improvements|Straight line|Lease term| |Plant and equipment|Straight line|10 years| |Computer equipment|Straight line|4 years| |Vehicles|Straight line|4 years| |Office equipment|Straight line|5 years| |Electrical installations|Straight line|10 years| |Furniture and fixtures|Straight line|5 years| Assets held under finance lease are depreciated over the shorter of the lease term and their useful lives. Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. # (n) Goodwill and intangible assets Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. Intangible assets purchased including acquired in business combination, are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets are amortised on a straight line basis. Consolidated Financial Statements I 119 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements Intangible assets consist of acquired contract rights, rights under licensing agreement and software licences and customer-related intangibles. Following table summarises the nature of intangibles and their estimated useful lives: |Nature of intangible|Useful lives| |---|---| |Acquired contract rights|3-12 years| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years| |Customer-related intangibles|3 years| # (o) Impairment # (i) Financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition."
+"# (ii) Non-financial assets # (a) Tangible and intangible assets Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # (b) Goodwill CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis of the carrying amount of each asset in the unit. # (p) Employee benefits # (i) Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. 120 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # (iii) Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # (q) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at lower of cost and net realisable value. Finished goods produced or purchased by the Group are carried at lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # (r) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented."
+"# 3) Recent Indian Accounting Standards (Ind AS) Ministry of Corporate Affairs (""MCA"") through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Group has not applied as they are effective for annual periods beginning on or after April 1, 2018: - Ind AS 115 Revenue from Contracts with Customers - Ind AS 21 The Effect of Changes in Foreign Exchange Rates # Ind AS 115 - Revenue from Contracts with Customers Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 - Revenue, Ind AS 11 - Construction Contracts when it becomes effective. The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition: 1. Identify the contract(s) with a customer 2. Identify the performance obligation in contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognise revenue when (or as) the entity satisfies a performance obligation Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation is transferred to the customer. The Group has completed its evaluation of the possible impact of Ind AS 115 and will adopt the standard with all related amendments to all contracts with customers retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application. Under this transition method, cumulative effect of initially applying Ind AS 115 is recognised as an adjustment to the opening balance of retained earnings of the annual reporting period. The standard is applied retrospectively only to contracts that are not completed contracts at the date of initial application. The Group does not expect the impact of the adoption of the new standard to be material on its retained earnings and to its net income on an ongoing basis. # Ind AS 21 - The Effect of Changes in Foreign Exchange Rates The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Group is evaluating the impact of this amendment on its financial statements."
+"Consolidated Financial Statements I 121 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # 4) Property, plant and equipment Property, plant and equipment consist of the following: | |Freehold land|Buildings|Leasehold Improvements|Plant and equipment|Computer equipment|Vehicles|Office equipment|Electrical Installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2017|348|6,708|1,973|395|6,082|32|2,112|1,722|1,519|20,891| |Additions|-|394|344|105|852|3|159|129|150|2,136| |Disposals|-|-|(77)|(1)|(215)|(1)|(56)|(22)|(39)|(411)| |Translation exchange difference|-|-|17|2|67|-|6|2|10|104| |Cost as at March 31, 2018|348|7,102|2,257|501|6,786|34|2,221|1,831|1,640|22,720| |Accumulated depreciation as at April 1, 2017|-|(1,467)|(1,143)|(75)|(4,630)|(24)|(1,518)|(871)|(1,106)|(10,834)| |Disposals|-|2|73|1|202|1|54|19|27|379| |Depreciation for the year|-|(356)|(202)|(46)|(819)|(5)|(251)|(150)|(148)|(1,977)| |Translation exchange difference|-|-|(11)|(2)|(45)|-|(5)|(2)|(7)|(72)| |Accumulated depreciation as at March 31, 2018|-|(1,821)|(1,283)|(122)|(5,292)|(28)|(1,720)|(1,004)|(1,234)|(12,504)| |Net carrying amount as at March 31, 2018|348|5,281|974|379|1,494|6|501|827|406|10,216| | |Freehold land|Buildings|Leasehold Improvements|Plant and equipment|Computer equipment|Vehicles|Office equipment|Electrical Installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2016|348|6,119|1,840|322|5,591|32|2,004|1,620|1,432|19,308| |Additions|-|598|183|73|835|2|136|113|123|2,063| File: AR_TCS_2017_2018.md |Disposals|-|(7)|(32)|-|(283)|(2)|(20)|(6)|(20)|(370)| |Translation exchange difference|-|(2)|(18)|-|(61)|-|(8)|(5)|(16)|(110)| |Cost as at March 31, 2017|348|6,708|1,973|395|6,082|32|2,112|1,722|1,519|20,891| |Accumulated depreciation as at April 1, 2016|-|(1,139)|(977)|(40)|(4,155)|(21)|(1,284)|(732)|(989)|(9,337)| |Disposals|-|5|18|-|269|2|18|5|20|337| |Depreciation for the year|-|(334)|(194)|(35)|(788)|(5)|(257)|(147)|(146)|(1,906)| |Translation exchange difference|-|1|10|-|44|-|5|3|9|72| |Accumulated depreciation as at March 31, 2017|-|(1,467)|(1,143)|(75)|(4,630)|(24)|(1,518)|(871)|(1,106)|(10,834)| |Net carrying amount as at March 31, 2017|348|5,241|830|320|1,452|8|594|851|413|10,057| # Net carrying amount of property, plant and equipment under finance lease arrangements were as follows: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Leasehold improvements|33|40| |Computer equipment|5|16| |Office equipment|1|2| |Furniture and fixtures|1|2| |Leased assets|40|60| # Notes forming part of the Consolidated Financial Statements # 5) Intangible assets Intangible assets consist of the following: | |Acquired|Rights under|Customer -|Total|contract|licensing|related|intangibles| |---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2017|339|80|81|500| | | | | |Translation exchange difference|30|-|8|38| | | | | |Cost as at March 31, 2018|369|80|89|538| | | | | |Accumulated amortisation as at April 1, 2017|(311)|(61)|(81)|(453)| | | | | |Amortisation for the year|(30)|(7)|-|(37)| | | | | |Translation exchange difference|(28)|-|(8)|(36)| | | | | |Accumulated amortisation as at March 31, 2018|(369)|(68)|(89)|(526)| | | | | |Net carrying amount as at March 31, 2018|-|12|-|12| | | | | | |Acquired|Rights under|Customer -|Total|contract|licensing|related|intangibles| |---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2016|379|144|86|609| | | | | |Additions|-|1|-|1| | | | | |Disposals / derecognised|-|(63)|-|(63)| | | | | |Translation exchange difference|(40)|(2)|(5)|(47)| | | | | |Cost as at March 31, 2017|339|80|81|500| | | | | |Accumulated amortisation as at April 1, 2016|(281)|(116)|(78)|(475)| | | | | |Disposals / derecognised|-|62|-|62| | | | | |Amortisation for the year|(65)|(8)|(8)|(81)| | | | | |Translation exchange difference|35|1|5|41| | | | | |Accumulated amortisation as at March 31, 2017|(311)|(61)|(81)|(453)| | | | | |Net carrying amount as at March 31, 2017|28|19|-|47| | | | | The estimated amortisation for each of the two fiscal years subsequent to March 31, 2018 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2019|7| |2020|5| |Thereafter|-| | |12| Consolidated Financial Statements I 123 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # 6) Goodwill Goodwill consist of the following: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Balance at the beginning of the year|1,597|1,669| |Foreign currency exchange gain / (loss)|148|(72)| |Balance at the end of the year|1,745|1,597| The Group tests goodwill annually for impairment. Goodwill of ` 618 crores (March 31, 2017: ` 531 crores) has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 10.77%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonably probable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. The remaining amount of goodwill of ` 1,127 crores (March 31, 2017: ` 1,066 crores) (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts. # 7) Investments Investments consist of the following: # (A) Investments - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Investments carried at fair value through profit or loss| | | |Mutual fund units (unquoted)|59|55| |(b) Investments designated at fair value through OCI| | | |Fully paid equity shares (unquoted)| | | |Mozido LLC|65|65| |FCM LLC|49|49| |Taj Air Limited|19|19| |Philippine Dealing System Holdings Corporation|6|5| |KOOH Sports Private Limited|3|3| |Less: Impairment in value of investments|(84)|-| |(c) Investments carried at amortised cost| | | |Government securities (quoted)*|168|132| |Corporate debentures and bonds (unquoted)*|16|16| | |301|344| |Market value of quoted investments carried at amortised cost| | | |Government securities|176|145| *Pertains to trusts held for specified purposes."
+"# Notes forming part of the Consolidated Financial Statements # (B) Investments - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Investments carried at fair value through profit or loss|9,735|19,637| |(b) Investments carried at fair value through OCI| | | |Government securities (quoted)|25,217|21,999| |Corporate debentures and bonds (unquoted)|755|-| | |35,707|41,636| The market value of quoted investments is equal to the carrying value. *Includes ` 42 crores (March 31, 2017: ` 500 crores) pertaining to trusts and TCS Foundation held for specified purposes. # 8) Loans Loans (unsecured) consist of the following: # (A) Loans - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Considered good| | | |Loans and advances to employees|3|6| |Inter-corporate deposits|1,972|3| | |1,975|9| # (B) Loans - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Considered good| | | |Loans and advances to employees|380|344| |Inter-corporate deposits|2,825|2,565| |(b) Considered doubtful| | | |Loans and advances to employees|63|57| |Less: Allowance on loans and advances to employees|(63)|(57)| | |3,205|2,909| Inter-corporate deposits placed with financial institutions yield fixed interest rate. Inter-corporate deposits include ` 619 crores (March 31, 2017: ` 13 crores) for the year ended March 31, 2018 pertaining to trusts and TCS Foundation held for specified purposes. Consolidated Financial Statements I 125 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # 9) Other financial assets Other financial assets consist of the following: # (A) Other financial assets - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Security deposits|683|816| |(b) Earmarked balances with banks|1|1| |(c) Interest receivable|3|-| |(d) Others|4|8| |Total|691|825| # (B) Other financial assets - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Security deposits|217|147| |(b) Fair value of foreign exchange derivative assets|89|572| |(c) Interest receivable|534|715| |(d) Others|35|40| |Total|875|1,474| # 10) Income taxes The income tax expense consists of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Current tax| | | |Current tax expense for current year|8,493|8,341| |Current tax benefit pertaining to prior years|(228)|(106)| |Total current tax|8,265|8,235| |Deferred tax benefit|(57)|(11)| |Deferred tax expense / (benefit) pertaining to prior years|4|(68)| |Total deferred tax|(53)|(79)| |Total income tax expense recognised in current year|8,212|8,156| 126 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Profit before taxes|34,092|34,513| |Indian statutory income tax rate|34.61%|34.61%| |Expected income tax expense|11,799|11,945| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,389)|(4,175)| |Income exempt from tax|(194)|(167)| |Undistributed earnings in branches and subsidiaries|486|195| |Tax on income at different rates|472|101| |Tax pertaining to prior years|(224)|(174)| |Others (net)|262|431| |Total income tax expense|8,212|8,156| Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011 units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"Significant components of net deferred tax assets and liabilities for the year ended March 31, 2018 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Acquisitions / disposals|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | | | | |Property, plant and equipment and intangible assets|(106)|145|-|-|4|43| |Provision for employee benefits|389|8|(5)|-|3|395| |Cash flow hedges|(12)|-|22|-|-|10| |Receivables, financial assets at amortised cost|220|81|-|-|-|301| |MAT credit entitlement|2,084|133|-|-|-|2,217| |Branch profit tax|(286)|(114)|-|-|-|(400)| |Undistributed earnings of subsidiaries|(509)|(96)|-|-|-|(605)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(285)|-|283|-|-|(2)| |Operating lease liabilities|90|(5)|-|-|-|85| |Others|324|(99)|-|-|10|235| |Total deferred tax assets / (liabilities)|1,909|53|300|-|17|2,279| # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # Gross deferred tax assets and liabilities are as follows: |(` crores)|Assets|Liabilities|Net| |---|---|---|---| |As at March 31, 2018| | | | |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|175|132|43| |Provision for employee benefits|402|7|395| |Cash flow hedges|10|-|10| |Receivables, financial assets at amortised cost|300|(1)|301| |MAT credit entitlement|2,217|-|2,217| |Branch profit tax|-|400|(400)| |Undistributed earnings of subsidiaries|-|605|(605)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|-|2|(2)| |Operating lease liabilities|85|-|85| |Others|260|25|235| |Total deferred tax assets / (liabilities)|3,449|1,170|2,279| # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2017 are as follows: |(` crores)|Opening balance|Recognised in profit and loss|Recognised in other comprehensive income|Acquisitions / disposals|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|(62)|(39)|-|-|(5)|(106)| |Provision for employee benefits|327|63|2|-|(3)|389| |Cash flow hedges|(7)|-|(5)|-|-|(12)| |Deferred revenue|-|-|-|-|-|-| |Receivables, financial assets at amortised cost|190|30|-|-|-|220| |MAT credit entitlement|1,987|97|-|-|-|2,084| |Branch profit tax|(346)|60|-|-|-|(286)| |Undistributed earnings of subsidiaries|(342)|(167)|-|-|-|(509)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(28)|-|(256)|-|(1)|(285)| |Operating lease liabilities|94|(3)|-|-|(1)|90| |Others|290|38|-|-|(4)|324| |Total deferred tax assets / (liabilities)|2,103|79|(259)|-|(14)|1,909| # Notes forming part of the Consolidated Financial Statements # Gross deferred tax assets and liabilities are as follows: |(` crores)|Assets|Liabilities|Net| | | |---|---|---|---|---|---| |As at March 31, 2017|Deferred tax assets / (liabilities) in relation to|Property, plant and equipment and intangible assets|(8)|98|(106)| | |Provision for employee benefits|389|-|389| | | |Cash flow hedges|(12)|-|(12)| | | |Receivables, financial assets at amortised cost|218|(2)|220| | | |MAT credit entitlement|2,084|-|2,084| | | |Branch profit tax|-|286|(286)| | | |Undistributed earnings of subsidiaries|-|509|(509)| | | |Unrealised gain on securities carried at fair value through profit|(285)|-|(285)| | | |or loss / other comprehensive income| | | | | | |Operating lease liabilities|90|-|90| | | |Others|352|28|324| | |Total deferred tax assets / (liabilities)|2,828|919|1,909| | | Under the Indian Income Tax Act, 1961, unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership. Unrecognised deferred tax assets relate primarily to business losses and tax credit entitlement. These unexpired business losses will expire based on the year of origination as follows: |(` crores)|Unabsorbed business losses| |---|---| |March 31, 2019|4| |2020|31| |2021|11| |2022|16| |2023|-| |Thereafter|-| | |62| Under the Indian Income Tax Act, 1961, Tata Consultancy Services Limited is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Accordingly, Tata Consultancy Services Limited has recognised a deferred tax asset of ` 2,217 crores. Deferred tax liability on undistributed earnings of ` 7,164 crores of certain subsidiaries has not been recognised, as it is the intention of Tata Consultancy Services Limited to reinvest the earnings of these subsidiaries for the foreseeable future. The Company and its subsidiaries have ongoing disputes with Income Tax authorities in India and in some of the jurisdictions where they operate. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. As at March 31, 2018, the Company and its subsidiaries have contingent liability of ` 5,639 crores (March 31, 2017: ` 2,690 crores) in respect of tax demands which are being contested by the Company and its subsidiaries based. # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements on the management evaluation and advice of tax consultants."
+"In respect of tax contingencies of ` 318 crores (March 31, 2017: ` 318 crores), the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2016 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2014 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2015 and earlier. On December 22, 2017, H.R. 1, originally known as the ""Tax Cuts and Jobs Act"" was signed into law (""US Tax Reforms""). The law provides for a federal tax rate reduction from a maximum rate of 35% to a flat rate of 21% with effect from January 1, 2018. The tax rate change does not have any significant impact on the taxes of the Group. # 11) Other assets Other assets consist of the following: # (A) Other assets - Non-current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Considered good| | | | |(a) Prepaid expenses| |451|281| |(b) Prepaid rent| |373|228| |(c) Capital advances| |106|143| |(d) Advances to related parties| |2|6| |(e) Others| |21|31| | |Total|953|689| Advances to related parties, considered good, comprise: - Voltas Limited: 2 (6) - Tata Realty and Infrastructure Ltd*: - (-) *Represents value less than ` 0.50 crore. # (B) Other assets - Current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Considered good| | | | |(a) Prepaid expenses| |1,546|1,463| |(b) Prepaid rent| |54|46| |(c) Advance to suppliers| |144|188| |(d) Advance to related parties| |3|1| |(e) Indirect tax recoverable| |699|488| |(f) Other advances| |41|28| |(g) Others| |97|62| # Notes forming part of the Consolidated Financial Statements | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Advance to suppliers|3|3| |(b) Indirect tax recoverable|2|2| |(c) Other advances|3|3| |Less: Allowance on doubtful assets|(8)|(8)| | |2,584|2,276| |Advance to related parties, considered good comprise| | | |Tata AIG General Insurance Company Limited|1|-| |The Titan Company Limited|2|1| # 12) Inventories Inventories consist of the following: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Raw materials, sub-assemblies and components|25|19| |(b) Finished goods and work-in-progress*|-|1| |(c) Goods-in-transit (raw materials)*|-|1| |(d) Stores and spares|1|-| | |26|21| *Represents values less than ` 0.50 crore. Inventories are carried at lower of cost and net realisable value. # 13) Trade Receivables Trade receivables (unsecured) consist of the following: # (A) Trade receivables - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Considered good|94|67| |(b) Considered doubtful|366|287| | |460|354| |Less: Allowance for doubtful trade receivables|(366)|(287)| | |94|67| # (B) Trade receivables - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Considered good|24,943|22,617| |(b) Considered doubtful|465|357| | |25,408|22,974| |Less: Allowance for doubtful trade receivables|(465)|(357)| | |24,943|22,617| Above balances of trade receivables include balances with related parties (Refer note 34). # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # 14) Cash and cash equivalents Cash and cash equivalents consist of the following: | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |(a) Balances with banks| |4,487|3,077| |In current accounts| |4,487|3,077| |In deposit accounts| |328|466| |(b) Cheques on hand| |3|6| |(c) Cash on hand| |-|1| |(d) Remittances in transit| |65|47| | |Total|4,883|3,597| # 15) Other balances with banks Other balances with banks consist of the following: | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |(a) Earmarked balances with banks| |222|122| |(b) Short-term bank deposits| |2,056|430| | |Total|2,278|552| Earmarked balances with banks significantly includes margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends."
+"# 16) Share capital The authorised, issued, subscribed and fully paid-up share capital comprises of: | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Authorised| | | | |(a) 460,05,00,000 equity shares of ` 1 each| |460|460| |(b) 105,02,50,000 preference shares of ` 1 each| |105|105| | |Total|565|565| |Issued, Subscribed and Fully paid up| | | | |(a) 191,42,87,591 equity shares of ` 1 each| |191|197| | |Total|191|197| The Board of Directors of the Company, at its meeting held on February 20, 2017 had approved a proposal to buy-back upto 5,61,40,351 equity shares of the Company for an aggregate amount not exceeding ` 16,000 crores being 2.85% of the total paid up equity share capital at ` 2,850 per equity share, which was approved by the shareholders by means of a special resolution through a postal ballot. 132 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements A Letter of Offer was made to all eligible shareholders. The Company bought back 5,61,40,350 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares bought on June 7, 2017. Capital Redemption Reserve was created to the extent of Share Capital extinguished (` 6 crores). An amount of ` 5,005 crores from retained earnings was used to offset the excess of buy-back cost of ` 16,042 crores (including ` 42 crores towards transaction costs of buy-back) over par value of shares after adjusting the balances lying in securities premium (` 1,919 crores) and general reserve (` 9,118 crores). # (i) Reconciliation of number of shares | | | |As at March 31, 2018| |As at March 31, 2017| | |---|---|---|---|---|---|---| |Number of shares|Amount (` crores)|Number of shares|Amount (` crores)| | | | |Equity shares|Opening balance| |197,04,27,941|197|197,04,27,941|197| | |Shares extinguished on buy-back| |(5,61,40,350)|(6)|-|-| | |Closing balance| |191,42,87,591|191|197,04,27,941|197| # (ii) Rights, preferences and restrictions attached to shares Equity shares The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # (iii) Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2018| |As at March 31, 2017| | |---|---|---|---|---| |Equity shares|Holding company|137,61,18,911 equity shares (March 31, 2017: 144,34,51,698 equity shares) are held by Tata Sons Limited|138|144| | |Subsidiaries and Associates of Holding company|3,610 equity shares (March 31, 2017: 3,700 equity shares) are held by Tata Industries Limited*|-|-| | | |2,06,000 equity share (March 31, 2017 : NIL equity shares) are held by Tata AIG Life Insurance Company Limited*|-|-| | | |7,76,533 equity shares (March 31, 2017: 8,57,301 equity shares) are held by Tata AIA Life Insurance Company Limited*|-|-| | | |5,27,110 equity shares (March 31, 2017: 5,50,000 equity shares) are held by Tata Investment Corporation Limited*|-|-| | | |23,804 equity shares (March 31, 2017: 24,400 equity shares) are held by Tata Steel Limited*|-|-| | | |383 equity shares (March 31, 2017: 452 equity shares) are held by The Tata Power Company Limited*|-|-| | | |NIL equity shares (March 31, 2017: 4,84,902 equity shares*) are held by AF-taab Investment Company Limited|-|-| |Total| | |138|144| *Equity shares having value less than ` 0.50 crore. Consolidated Financial Statements I 133 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # (iv) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2018|As at March 31, 2017| | |---|---|---|---| |Equity shares|Tata Sons Limited, the Holding company|137,61,18,911|144,34,51,698| |% of shareholding| |71.89%|73.26%| # (v) Equity shares movement during 5 years preceding March 31, 2018 # (a) Equity shares extinguished on buy-back 5,61,40,350 equity shares of ` 1 each were extinguished on buy-back by the company pursuant to a Letter of Offer made to all eligible shareholders of the company at ` 2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017."
+"# (b) Equity shares allotted as fully paid-up including equity shares fully paid pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. 15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. # (vi) The Company's objective for capital management The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. 134 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 17) Other equity Other equity consist of the following: |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Capital reserve (on consolidation)|75|75| |(b) Securities premium reserve| | | |(i) Opening balance|1,919|1,919| |(ii) Utilised for buyback of equity shares*|(1,919)|-| | |-|1,919| |(c) Capital redemption reserve| | | |(i) Opening balance|523|523| |(ii) Transfer from retained earnings*|6|-| | |529|523| |(d) General reserve| | | |(i) Opening balance|10,549|10,549| |(ii) Transfer to retained earnings|(8)|-| |(iii) Utilised for buyback of equity shares*|(9,118)|-| | |1,423|10,549| |(e) Special Economic Zone re-investment reserve| | | |(i) Opening balance|97|-| |(ii) Transfer from retained earnings|1,579|376| |(iii) Transfer to retained earnings|(98)|(279)| | |1,578|97| |(f) Retained earnings| | | |(i) Opening balance|71,071|56,113| |(ii) Profit for the year|25,826|26,289| |(iii) Remeasurement of defined employee benefit plans|102|(206)| |(iv) Utilised for buyback of equity shares*|(4,957)|-| |(v) Expense relating to buy back of equity shares*|(42)|-| |(vi) Purchase of non-controlling interests|-|(28)| |(vii) Realised loss on equity shares carried at fair value through OCI|-|(20)| |(viii) Transfer from Special Economic Zone re-investment reserve|98|279| |(ix) Transfer from general reserve|8|-| | |92,106|82,427| |(x) Less: Appropriations| | | |(a) Dividend on equity shares|9,284|9,162| |(b) Tax on dividend|1,442|1,785| |(c) Transfer to capital redemption reserve*|6|-| |(d) Transfer to Special Economic Zone re-investment reserve|1,579|376| |(e) Transfer to statutory reserve|40|33| | |79,755|71,071| # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(g) Statutory reserve| | | |(i) Opening balance|218|185| |(ii) Transfer from retained earnings|40|33| | |258|218| |(h) Investment revaluation reserve| | | |(i) Opening balance|538|54| |(ii) Change during the year (net)|(622)|484| | |(84)|538| |(i) Cash flow hedging reserve (Refer Note 29 (b))| | | |(i) Opening balance|88|49| |(ii) Change during the year (net)|(159)|39| | |(71)|88| |(j) Foreign currency translation reserve| | | |(i) Opening balance|939|1,408| |(ii) Change during the year (net)|535|(469)| | |1,474|939| | |84,937|86,017| *Refer note 16. # Other components of equity Other components of equity consist of the following: # Investment revaluation reserve | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Balance at the beginning of the year|538|54| |Net loss arising on revaluation of financial assets carried at fair value|(84)|(20)| |Net cumulative loss reclassified to retained earnings on sale of financial assets carried at fair value|-|20| File: AR_TCS_2017_2018.md |Net (loss) / gain arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(625)|740| |Deferred tax relating to net (loss) / gain arising on revaluation of investments other than equities carried at fair value through other comprehensive income|216|(256)| |Net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|(196)|-| |Deferred tax relating to net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|67|-| |Balance at the end of the year|(84)|538| # Notes forming part of the Consolidated Financial Statements # Nature of reserves # (a) Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Securities premium Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013."
+"# (c) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. # (d) General reserve The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # (e) Special Economic Zone re-investment reserve The Special Economic Zone re-investment reserve has been created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve should be utilised by the Group for acquiring new plant and machinery for the purpose of its business in the terms of the section 10AA(2) of Income-tax Act, 1961. # (f) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity / debt instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed off. # (g) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedging reserve. Such gains or losses will be reclassified to statement of profit and loss in the period in which the hedged transaction occurs. # (h) Foreign currency translation reserve The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian rupees is recognised in other comprehensive income, net of taxes and is presented within equity in the foreign currency translation reserve. # 18) Borrowings Borrowings consist of the following: # (A) Borrowings - Non-current (secured loans) | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Long-term maturities of finance lease obligations| |54|71| | | |54|71| Obligations under finance lease are secured against property, plant and equipment obtained under finance lease arrangements (Refer note 28). Consolidated Financial Statements I 137 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # (B) Borrowings - Current (unsecured loans) | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Overdraft from banks|181|200| | |181|200| # 19) Other financial liabilities Other financial liabilities consist of the following: # (A) Other financial liabilities - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Capital creditors|18|17| |(b) Others|485|437| | |503|454| Others include advance taxes paid of ` 227 crores (March 31, 2017: ` 227 crores) by the seller of TCS e-Serve Limited which, on refund by the tax authorities, is payable to the seller. # (B) Other financial liabilities - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Accrued payroll|2,637|1,374| |(b) Current maturities of finance lease obligations|12|18| |(c) Unclaimed dividends|28|25| |(d) Fair value of foreign exchange derivative liabilities|91|20| |(e) Capital creditors|262|287| |(f) Liabilities towards customer contracts|776|1,001| |(g) Others|107|199| | |3,913|2,924| Finance lease obligations are secured against property, plant and equipment obtained under finance lease arrangements."
+"# 20) Provisions Provisions consist of the following: # (A) Provisions - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Provision for foreseeable loss|26|39| | |26|39| 138 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # (B) Provisions - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Provision for foreseeable loss|199|66| |Other Provisions|41|-| |Total|240|66| # 21) Other liabilities Other liabilities consist of the following: # (A) Other liabilities - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Operating lease liabilities|392|387| |(b) Others|-|45| |Total|392|432| # (B) Other liabilities - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Advance received from customers|796|330| |(b) Indirect tax payable and other statutory liabilities|1,986|1,301| |(c) Operating lease liabilities|99|74| |(d) Others|48|40| |Total|2,929|1,745| # 22) Revenue from operations Revenue from operations includes ` 2,976 crores for the year ended March 31, 2018 (March 31, 2017: ` 2,849 crores) towards sale of equipment and software licences. # 23) Other income (net) Other income (net) consist of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |(a) Interest income|2,445|2,263| |(b) Dividend income|9|1| |(c) Net gain on investments carried at fair value through profit or loss|706|633| |(d) Net gain on sale of investments carried at amortised cost|4|9| |(e) Net gain on sale of investments other than equity shares carried at fair value through OCI|196|-| |(f) Net gain on disposal of property, plant and equipment|25|3| |(g) Net foreign exchange gains|163|1,240| |(h) Rent income|16|17| |(i) Other Income|78|55| |Total|3,642|4,221| # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Interest income comprise| | | |Interest on bank deposits|62|116| |Interest income on financial assets carried at amortised cost|245|412| |Interest income on financial assets carried at fair value through OCI|1,727|1,598| |Other interest (including interest on income tax refunds)|411|137| |Dividend income comprise| | | |Dividend from mutual fund units|9|1| # 24) Employee benefits Employee benefit expenses consist of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |(a) Salaries, incentives and allowances|59,950|55,537| |(b) Contributions to provident and other funds|4,505|4,189| |(c) Staff welfare expenses|1,941|1,895| |Total|66,396|61,621| Employee benefit obligations consist of the following: # (A) Employee benefit obligations - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Gratuity liability|3|4| |(b) Foreign defined benefit plans|213|159| |(c) Other employee benefit obligations|74|82| |Total|290|245| # (B) Employee benefit obligations - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Compensated absences|1,995|1,834| |(b) Other employee benefit obligations|23|28| |Total|2,018|1,862| # Notes forming part of the Consolidated Financial Statements # Employee benefits plans # Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India operate a scheme of Gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |Change in benefit obligations| | |Year ended March 31, 2018| | | | |Year ended March 31, 2017| | | |---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Benefit obligations, beginning of the year|2,084|4|537|81|2,706|1,633|3|744|67|2,447| |Exchange loss / (gain) on translation|-|-|59|5|64|-|-|(49)|(5)|(54)| |Plan participants' contribution|-|-|7|-|7|-|-|8|-|8| |Service cost|273|1|12|19|305|241|1|12|21|275| |Interest cost|159|-|9|3|171|138|-|10|3|151| |Remeasurement of the net defined benefit liability|(86)|(2)|(12)|(3)|(103)|200|-|58|(3)|255| |Past service cost / (credit)|-|-|33|2|35|-|-|(9)|-|(9)| |Benefits paid|(122)|-|(19)|(4)|(145)|(128)|-|(17)|(2)|(147)| |Adjustment on plan settlement|-|-|-|-|-|-|-|(220)|-|(220)| |Benefit obligations, end of the year|2,308|3|626|103|3,040|2,084|4|537|81|2,706| |Change in plan assets| | |Year ended March 31, 2018| | | | |Year ended March 31, 2017| | | |---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Fair value of plan assets, beginning of the year|2,157|-|461|-|2,618|1,747|-|731|-|2,478| |Exchange gain / (loss) on translation|-|-|52|-|52|-|-|(42)|-|(42)| |Interest income|165|-|10|-|175|145|-|8|-|153| |Employers' contributions|233|-|15|-|248|393|-|15|-|408| |Plan participants' contribution|-|-|7|-|7|-|-|8|-|8| |Benefits paid|(122)|-|(19)|-|(141)|(128)|-|(17)|-|(145)| |Remeasurement - return on plan assets excluding amount included in interest income|-|-|3|-|3|-|-|47|-|47| |Adjustment on plan settlement*|-|-|-|-|-|-|-|(289)|-|(289)| |Fair value of plan assets, end of the year|2,433|-|529|-|2,962|2,157|-|461|-|2,618| *Adjustment in plan assets for year ended March 31, 2017 include ` 69 crores in respect of fair value of plan assets not recognised in the balance sheet in the previous year due to asset ceiling. Consolidated Financial Statements I 141 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements | | |As at March 31, 2018| | | | |As at March 31, 2017| | | | |---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Funded status|-|(3)|(110)|(103)|(216)|-|(4)|(78)|(81)|(163)| |Surplus of plan assets over obligations|125|-|13|-|138|73|-|2|-|75| | |125|(3)|(97)|(103)|(78)|73|(4)|(76)|(81)|(88)| | | | |As at March 31, 2018| | | | |As at March 31, 2017| | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Category of assets|Corporate bonds|560|-|50|-|610|731|-|145|-|876| | |Equity shares|116|-|-|-|116|95|-|34|-|129| | |Government securities|996|-|-|-|996|621|-|-|-|621| | |Index linked gilt|-|-|-|-|-|-|-|-|-| | | |Insurer managed funds|714|-|224|-|938|692|-|26|-|718| | |Bank balances|5|-|1|-|6|3|-|11|-|14| | |Others|42|-|254|-|296|15|-|245|-|260| |Total|2,433|-|529|-|2,962|2,157|-|461|-|2,618| | # Net periodic gratuity / pension cost, included in employee cost consists of the following components: | | |Year ended March 31, 2018| | | | |Year ended March 31, 2017| | | | |---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Service cost|273|1|12|19|305|241|1|12|21|275| |Net interest on net defined benefit asset|(6)|-|(1)|3|(4)|(7)|-|2|3|(2)| |Past service cost / (credit)|-|-|33|2|35|-|-|(9)|-|(9)| |Net periodic gratuity / pension cost|267|1|44|24|336|234|1|5|24|264| |Actual return on plan assets|165|-|13|-|178|145|-|55|-|200| # Notes forming part of the Consolidated Financial Statements # Remeasurement of the net defined benefit liability / (asset): |(` crores)| | |Year ended March 31, 2018| | | |---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total| | |plans|plans|plans|plans| | | |Funded|Unfunded|Funded|Unfunded| | |Actuarial (gains) and losses arising from changes in demographic assumptions|16|-|(6)|1|11| |Actuarial gains arising from changes in financial assumptions|(85)|(2)|(14)|(1)|(102)| |Actuarial (gains) and losses arising from changes in experience adjustments|(17)|-|8|(3)|(12)| |Remeasurement of the net defined benefit liability|(86)|(2)|(12)|(3)|(103)| |Remeasurement - return on plan assets excluding amount included in interest income|-|-|(3)|-|(3)| |Total|(86)|(2)|(15)|(3)|(106)| |(` crores)| | |Year ended March 31, 2017| | | |---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total| | |plans|plans|plans|plans| | | |Funded|Unfunded|Funded|Unfunded| | |Actuarial (gains) and losses arising from changes in demographic assumptions|(2)|-|1|(1)|(2)| |Actuarial (gains) and losses arising from changes in financial assumptions|71|-|51|(3)|119| |Actuarial losses arising from changes in experience adjustments|131|-|6|1|138| |Remeasurement of the net defined benefit liability|200|-|58|(3)|255| |Remeasurement - return on plan assets excluding amount included in interest income|-|-|(47)|-|(47)| |Total|200|-|11|(3)|208| # The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2018| |Year ended March 31, 2017| | |---|---|---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|7.25%-7.75%|0.60%-7.75%|6.75%-7.25%|0.60%-7.75%| |Rate of increase in compensation levels of covered employees|5.00%-8.00%|1.25%-6.00%|6.00%-8.00%|1.25%-4.64%| |Rate of return on plan assets|7.25%-7.75%|0.60%-7.75%|6.75%-7.25%|0.60%-7.75%| |Weighted average duration of defined benefit obligations|8-12 years|5-28 years|4-10 years|15-29 years| The expected benefits are based on the same assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2018. The Group is expected to contribute ` 159 crores to defined benefit plan obligations funds for the year ended March 31, 2019 comprising domestic component of ` 147 crores and foreign component of ` 12 crores. Consolidated Financial Statements I 143 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase."
+"The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases (decreases) by 0.50%, the defined benefit obligations would decrease by ` 143 crores (increase by ` 158 crores) as at March 31, 2018. If the expected salary growth increases (decreases) by 0.50%, the defined benefit obligations would increase by ` 96 crores (decrease by ` 90 crores) as at March 31, 2018. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumption may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. # The defined benefit obligations shall mature after year ended March 31, 2018 as follows: |Year ending March 31,|Defined benefit obligations (` crores)| |---|---| |2019|241| |2020|225| |2021|235| |2022|234| |2023|243| |Thereafter|1,018| # Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit or loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of the company's contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised as an expense in profit and loss under employee benefit expenses. # Notes forming part of the Consolidated Financial Statements The details of fund and plan assets are given below: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Fair value of plan assets|13,084|10,962| |Present value of defined benefit obligations|(13,084)|(10,962)| |Net (shortfall) / excess|-|-| The plan assets have been primarily invested in government securities and corporate bonds. The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Discount rate|7.75%|7.25%| |Average remaining tenure of investment portfolio|7.95 years|7.01 years| |Guaranteed rate of return|8.55%|8.65%| The Group contributed ` 848 crores for the year ended March 31, 2018 (March 31, 2017: ` 804 crores) to the provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred. The Group has no further obligation beyond its monthly contribution. The Group contributed ` 264 crores for the year ended March 31, 2018 (March 31, 2017: ` 265 crores) to the Employees' Superannuation Fund."
+"# Foreign Defined Contribution Plan The Group contributed ` 927 crores for the year ended March 31, 2018 (March 31, 2017: ` 826 crores) towards foreign defined contribution plan. # Other operating expenses Other operating expenses consist of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |(a) Fees to external consultants|8,992|8,854| |(b) Facility expenses|3,938|3,685| |(c) Travel expenses|2,816|2,786| |(d) Communication expenses|1,062|1,067| |(e) Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|206|125| |(f) Other expenses|4,478|4,709| |Total|21,492|21,226| # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # 26) Cost of equipment and software licences Cost of equipment and software licences include: | |(` crores)|Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---|---| |(a) Raw materials, sub-assemblies and components consumed| |86|94| |(b) Equipment and software licences purchased| |2,613|2,715| | |Finished goods and work-in-progress|2,699|2,809| |Opening stock| |1|-| |Less: Closing stock| |-|1| | | |1|(1)| | |Total|2,700|2,808| # 27) Research and development expenditure Research and development expenditure aggregating ` 298 crores in the year ended March 31, 2018 (March 31, 2017: ` 282 crores) including capital expenditure was incurred during the year. # 28) Lease The Group has taken on lease property and equipment under operating lease arrangements. Most of the leases include renewal and escalation clauses. Operating lease rent expenses were ` 1,998 crores (March 31, 2017: ` 1,818 crores) for the year ended March 31, 2018. The following is a summary of future minimum lease rental commitments towards non-cancellable operating leases and finance leases: # Operating Lease | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Due within one year| |897|833| |Due in a period between one year and five years| |3,053|2,302| |Due after five years| |1,061|1,215| |Total minimum lease commitments| |5,011|4,350| # Finance lease | |(` crores)|As at March 31, 2018|As at March 31, 2017| | |---|---|---|---|---| |Minimum lease commitments|Present value of minimum lease commitments|Minimum lease commitments|Present value of minimum lease commitments| | |Due within one year|20|12|25|18| |Due in a period between one year and five years|62|45|73|52| |Due after five years|10|9|21|19| |Total minimum lease commitments|92|66|119|89| |Less: Interest|(26)| |(30)| | |Present value of minimum lease commitments|66| |89| | 146 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Receivables under sub leases | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Due within one year|6|12| |Due in a period between one year and five years|7|1| |Total|13|13| Income from sub leases of ` 16 crores in the year ended March 31, 2018 (March 31, 2017: ` 17 crores) have been recognised in the statement of profit and loss. # 29) Financial instruments The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2(l) to the consolidated financial statements. # (a) Financial assets and liabilities The carrying value of financial instruments by categories as at March 31, 2018 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|9,794|26,030|-|-|4,883|81,865| |Cash and cash equivalents|-|-|-|-|4,883|4,883| |Bank deposits|-|-|-|-|2,056|2,056| |Earmarked balances with banks|-|-|-|-|223|223| |Investments|9,794|26,030|-|-|184|36,008| |Trade receivables|-|-|-|-|25,037|25,037| |Unbilled revenue|-|-|-|-|6,913|6,913| |Loans*|-|-|-|-|5,180|5,180| |Other financial assets|-|-|34|55|1,476|1,565| |Total|9,794|26,030|34|55|45,952|81,865| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities|-|-|-|-|9,745|9,745| |Trade payables|-|-|-|-|5,094|5,094| |Borrowings|-|-|-|-|235|235| |Other financial liabilities|203|-|24|67|4,122|4,416| |Total|203|-|24|67|9,451|9,745| *Loans include inter-corporate deposits of ` 4,797 crores, with original maturity period within 50 months. # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements The carrying value of financial instruments by categories as at March 31, 2017 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|3,597|3,597| |Bank deposits|-|-|-|-|430|430| |Earmarked balances with banks|-|-|-|-|123|123| |Investments|19,692|22,140|-|-|148|41,980| |Trade receivables|-|-|-|-|22,684|22,684| |Unbilled revenue|-|-|-|-|5,351|5,351| |Loans*|-|-|-|-|2,918|2,918| |Other financial assets|-|-|140|432|1,726|2,298| |Total|19,692|22,140|140|432|36,977|79,381| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities|-|-|-|-|4,905|4,905| |Borrowings|-|-|-|-|271|271| |Other financial liabilities|196|-|-|20|3,162|3,378| |Total|196|-|-|20|8,338|8,554| *Loans include inter-corporate deposits of ` 2,568 crores, with original maturity period within 50 months."
+"Carrying amounts of cash and cash equivalents, trade receivables, unbilled revenues, loans and trade payables as at March 31, 2018 and 2017 approximate the fair value. Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the years presented. # Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The financial instruments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Notes forming part of the Consolidated Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): |As at March 31, 2018|Level|Level|Level|Total| | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets|Mutual fund units|9,735|59|-|9,794| | |Equity shares|-|-|58|58| | |Corporate debentures and bonds|-|771|-|771| | |Government securities|25,385|-|-|25,385| | |Derivative financial assets|-|89|-|89| |Total|35,120|919|58|36,097| | |As at March 31, 2017|Level|Level|Level|Total| | | | | |---|---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | | |Financial assets|Mutual fund units|19,692|-|-|19,692| | | |Equity shares|-|-|141|141| | | |Corporate debentures and bonds| |-|16|-|16| | |Government securities|22,131|-|-|22,131| | | |Derivative financial assets|-|572|-|572| | |Total|41,823|588|141|42,552| | | # Reconciliation of Level 3 fair value measurement is as follows: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Balance at the beginning of the year|141|169| |Disposals during the year|-|(25)| |Impairment in value of investments|(83)|-| |Exchange loss|-|(3)| |Balance at the end of the year|58|141| # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # (b) Derivative financial instruments and hedging activity File: AR_TCS_2017_2018.md The Group's revenue is denominated in foreign currency predominantly US Dollar, Sterling Pound and Euro. In addition to these currencies, the Group also does business in Australian Dollar, Canadian Dollar, Swiss Franc, Japanese Yen, Norwegian Krone, Swedish Krona, South African Rand, Singapore Dollar, Saudi Arabian Riyal, Danish Kroner and Brazilian Real. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Board of Directors of the Company has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Group which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Group uses various derivative instruments such as foreign exchange forwards, currency option and futures contracts in which the counter party is generally a bank. # Outstanding currency options contracts designated as cash flow hedges: |Foreign currency|As at March 31, 2018|As at March 31, 2018|As at March 31, 2018|As at March 31, 2017|As at March 31, 2017|As at March 31, 2017| |---|---|---| | |No. of contracts|Notional amount of contracts (million)|Fair value (` crores)|No. of contracts|Notional amount of contracts (million)|Fair value (` crores)| |U.S. Dollar|24|1,466|20|6|150|9| |Sterling Pound|34|263|(23)|45|318|60| |Euro|26|216|1|27|198|40| |Australian Dollar|21|150|12|6|60|11| # Outstanding foreign exchange forward contracts designated as cash flow hedges: |Foreign currency|As at March 31, 2018|As at March 31, 2018|As at March 31, 2018|As at March 31, 2017|As at March 31, 2017|As at March 31, 2017| |---|---|---| | |No. of contracts|Notional amount of contracts (million)|Fair value (` crores)|No."
+"of contracts|Notional amount of contracts (million)|Fair value (` crores)| |Sterling Pound|-|-|-|5|125|5| |Euro|-|-|-|3|91|15| 150 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2018| |Year ended March 31, 2017| | |---|---|---|---|---| | |Intrinsic value|Time value|Intrinsic value|Time value| |Balance at the beginning of the year|105|(17)|68|(19)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(127)|340|(743)|235| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|15|(38)|104|(31)| |Changes in the fair value of effective portion of cash flow hedges|5|(399)|784|(232)| |Deferred tax on fair value of effective portion of cash flow hedges|-|45|(108)|30| |Balance at the end of the year|(2)|(69)|105|(17)| In addition to the above cash flow hedges, the Group has outstanding foreign exchange forward, currency options and futures contracts with notional amount aggregating ` 22,404 crores as at March 31, 2018 (March 31, 2017: ` 19,159 crores) whose fair value showed a net loss of ` 12 crores as at March 31, 2018 (March 31, 2017: net gain of ` 412 crores). Although these contracts are effective as hedges from an economic perspective, they do not qualify for hedge accounting. Exchange loss of ` 52 crores for the year ended March 31, 2018 (March 31, 2017: Exchange gain of ` 1,522 crores) on foreign exchange forward, currency options and futures contracts, have been recognised in the statement of profit and loss. Net foreign exchange gains include loss of ` 213 crores for the year ended March 31, 2018 (March 31, 2017: Exchange gain of ` 508 crores) transferred from cash flow hedging reserve. Net loss on derivative instruments of ` 71 crores recognised in cash flow hedging reserve as at March 31, 2018, is expected to be transferred to the statement of profit and loss by March 31, 2019. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2018. # Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies. | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |10% Appreciation of the underlying foreign currencies|(323)|(218)| |10% Depreciation of the underlying foreign currencies|1,054|793| # (c) Financial risk management The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # i. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk. # i. (a) Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar, Euro, Great Britain Pound, Australian Dollar, Singapore Dollar, Saudi Arabian Riyal, Danish Kroner and Brazilian Real against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks."
+"It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 28(b). # The following table sets forth information relating to foreign currency exposure as at March 31, 2018: | |USD|EUR|GBP|AUD|SGD|DKK|BRL|SAR|Others*| |---|---|---|---|---|---|---|---|---|---| |Net financial assets|2,481|349|266|145|1|16|-|383|683| |Net financial liabilities|(298)|(1)|(6)|(7)|(10)|(74)|(25)|-|(243)| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of Tata Consultancy Services Limited and its subsidiaries would result in decrease / increase in the Group's profit before taxes by approximately ` 366 crores for the year ended March 31, 2018. # The following table sets forth information relating to foreign currency exposure as at March 31, 2017: | |USD|EUR|GBP|AUD|SGD|DKK|BRL|SAR|Others*| |---|---|---|---|---|---|---|---|---|---| |Net financial assets|2,032|99|242|19|87|3|6|444|715| |Net financial liabilities|(215)|(26)|(1)|(256)|-|(48)|(8)|-|(214)| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of Tata Consultancy Services Limited and its subsidiaries would result in decrease / increase in the Group's profit before taxes by approximately ` 288 crores for the year ended March 31, 2017. *Others include currencies such as South African Rand, Canadian Dollar, Swiss Franc, Norwegian Kroner etc. # Notes forming part of the Consolidated Financial Statements # i. (b) Interest rate risk The Group's investments are primarily in fixed rate interest bearing investments. Hence the Group is not significantly exposed to interest rate risk. # ii. Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of ` 4,797 crores are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of ` 2,000 crores held with an Indian bank having high quality credit rating which are individually in excess of 10% or more of the Group's total bank deposits in year ended March 2018. None of the other financial instruments of the Group result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was ` 81,771 crores as at March 31, 2018 (March 31, 2017: ` 79,313 crores), being the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables, unbilled revenue and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable and unbilled revenue as at March 31, 2018 and 2017. # Geographic concentration of credit risk | |As at March 31, 2018|As at March 31, 2018|As at March 31, 2017|As at March 31, 2017| |---|---|---| |Geographic Area|Gross%|Net%|Gross%|Net%| |United States of America|41.83|42.49|43.47|44.30| |India|14.29|13.00|15.95|14.71| |United Kingdom|13.46|13.59|13.39|13.46| Geographical concentration of trade receivables and unbilled revenue allocated based on the location of the customers. # iii. Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due."
+"Consolidated Financial Statements I 153 # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements The tables below provide details regarding the contractual maturities of significant financial liabilities as of: # (` crores) # March 31, 2018 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|5,094|-|-|-|5,094| |Borrowings|181|21|41|10|253| |Other financial liabilities|3,822|233|227|55|4,337| | |9,097|254|268|65|9,684| |Derivative financial liabilities|91|-|-|-|91| |Total|9,188|254|268|65|9,775| # (` crores) # March 31, 2017 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|4,905|-|-|-|4,905| |Borrowings|200|26|47|21|294| |Other financial liabilities|2,904|13|464|2|3,383| | |8,009|39|511|23|8,582| |Derivative financial liabilities|20|-|-|-|20| |Total|8,029|39|511|23|8,602| # 30) Earnings per share (EPS) | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Profit for the year (` crores)|25,826|26,289| |Weighted average number of equity shares|192,45,92,806|197,04,27,941| |Earnings per share basic and diluted (`)|134.19|133.41| |Face value per equity share (`)|1|1| # 31) Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. The Group has identified business segments ('industry practice') as reportable segments. The business segments comprise: 1) Banking, Financial Services and Insurance, 2) Manufacturing, 3) Retail and Consumer Business, 4) Communication, Media and Technology and 5) Others such as Energy, Resources and Utilities, Life Science and Healthcare, s-Governance and Products. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment or manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. 154 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Property, plant and equipment that are used interchangeably among segments are not allocated to reportable segments. # Summarised segment information for the years ended March 31, 2018 and 2017 is as follows: # Year ended March 31, 2018 (` crores) | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Revenue|48,418|13,361|21,055|21,131|19,139|1,23,104| |Segment result|13,045|3,698|5,580|5,797|4,339|32,459| |Total Unallocable expenses| | | | |2,009| | |Operating income| | | | |30,450| | |Other income (net)| | | | |3,642| | |Profit before taxes| | | | |34,092| | |Tax expense| | | | |8,212| | |Profit for the year| | | | |25,880| | |Depreciation and amortisation expense|55|-|-|-|2|57| |Depreciation and amortisation expense (unallocable)| | | | |1,957| | |Significant non-cash items (allocable)|51|4|33|38|80|206| # As at March 31, 2018 (` crores) | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Segment assets|11,700|3,559|6,024|6,033|7,003|34,319| |Unallocable assets| | | | |71,977| | |Total assets| | | | |1,06,296| | |Segment liabilities|2,661|178|478|428|780|4,525| |Unallocable liabilities| | | | |16,241| | |Total liabilities| | | | |20,766| | # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # Year ended March 31, 2017 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Revenue|47,505|12,486|20,459|19,521|17,995|1,17,966| |Segment result|13,098|3,574|5,740|5,552|4,271|32,235| |Total Unallocable expenses| | | | | |1,943| |Operating income| | | | | |30,292| |Other income (net)| | | | | |4,221| |Profit before taxes| | | | | |34,513| |Tax expense| | | | | |8,156| |Profit for the year| | | | | |26,357| |Depreciation and amortisation expense|74|-|-|-|2|76| |Depreciation and amortisation expense (unallocable)| | | | | |1,911| |Significant non-cash items (allocable)|19|6|10|22|68|125| # As at March 31, 2017 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Segment assets|10,341|3,223|5,232|5,104|6,267|30,167| |Unallocable assets| | | | |73,085| | |Total assets| | | | |1,03,252| | |Segment liabilities|1,706|123|382|433|698|3,342| |Unallocable liabilities| | | | |13,330| | |Total liabilities| | | | |16,672| | # Geographical revenue is allocated based on the location of the customers. # Information regarding geographical revenue is as follows: |Geography|Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Americas (1)|66,145|66,091| |Europe (2)|34,155|30,038| |India|7,921|7,415| |Others|14,883|14,422| |Total|1,23,104|1,17,966| # Geographical non-current assets (property, plant and equipment, goodwill, intangible assets, income tax assets and other non-current assets) are allocated based on the location of the assets."
+"# Notes forming part of the Consolidated Financial Statements # Information regarding geographical non-current assets is as follows: |Geography|Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Americas (3)|1,354|1,246| |Europe (4)|1,694|1,521| |India|14,699|15,355| |Others|588|598| |Total|18,335|18,720| i. (1) and (3) are substantially related to operations in the United States of America. ii. (2) includes revenue from operations in the United Kingdom of ` 17,625 crores (March 31, 2017: ` 16,404 crores) for the year ended March 31, 2018. iii. (4) includes non-current assets from operations in the United Kingdom of ` 568 crores (March 31, 2017: ` 568 crores) as of March 31, 2018. # Information about major customers No single customer represents 10% or more of the Group's total revenue for the year ended March 31, 2018 and 2017. # 32) Commitments and contingent liabilities # Capital commitments The Group has contractually committed (net of advances) ` 783 crores as at March 31, 2018 (March 31, 2017: ` 1,503 crores) for purchase of property, plant and equipment. # Contingencies # Direct tax matters Refer note 10. # Indirect tax matters The Company and its subsidiaries have ongoing disputes with Indian tax authorities mainly relating to treatment of characterisation and classification of certain items. As at March 31, 2018, the Company and its subsidiaries in India have demands amounting to ` 305 crores (March 31, 2017: ` 284 crores) from various indirect tax authorities which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. # Other claims As at March 31, 2018, claims aggregating ` 3,000 crores (March 31, 2017: ` 6,308 crores) against the Group (individually insignificant) have not been acknowledged as debts. In October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's proprietary information. In April 2016, the Company received an unfavorable jury verdict awarding damages totaling ` 6,114 crores (US $ 940 million) to Epic. In September 2017, the Company received a Court order reducing the damages from ` 6,114 crores (US $ 940 million) to ` 2,732 crores (US $ 420 million) to Epic. The Company has received legal advice to the effect that the order and the reduced damages awarded are not supported by evidence presented during the trial and a strong appeal can be made to superior Court to fully set aside the Order. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for ` 2,862 crores (US $ 440 million) as financial security in order to stay execution of the judgment pending post-judgment proceedings and appeal. Accordingly, an amount of ` 2,862 crores (US $ 440 million) is disclosed as contingent liability as included in the claims not acknowledged as debts by the Company. # Letter of Comfort The Company has given letter of comfort to bank for credit facilities availed by its subsidiary Tata America International Corporation. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The amounts assessed as Contingent liability do not include interest that could be claimed by counter parties. # 33) Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interest # Annual Report 2017-18 |Name of the entity|Country of incorporation|% of voting power|% of net assets, i.e. total assets minus total liabilities|Share in profit and loss|Share in Other comprehensive income|Share in Total comprehensive income| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|82.93|75,866|86.21|25,241|92.36|(629)|86.06|24,612| |Subsidiaries (held directly)| | | | | | | | | | | | |APTOnline Limited|India|89.00|89.00|0.09|78|0.08|24|-|-|0.08|24| |MP Online Limited|India|89.00|89.00|0.09|86|0.08|22|-|-|0.08|22| |C-Edge Technologies Limited|India|51.00|51.00|0.18|166|0.19|55|-|-|0.19|55| |MahaOnline Limited|India|74.00|74.00|0.06|59|0.05|14|-|-|0.05|14| |TCS e-Serve International Limited|India|100.00|100.00|0.23|206|0.15|45|-|-|0.16|45| |TCS Foundation|India|100.00|100.00|0.70|637|0.46|136|-|-|0.48|136| |Diligenta Limited|UK|100.00|100.00|0.80|735|0.18|54|(1.03)|7|0.21|61| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|0.69|629|0.95|278|-|-|0.97|278| |Tata America International Corporation|USA|100.00|100.00|3.44|3,150|2.68|786|9.54|(65)|2.52|721| |Tata Consultancy Services Asia Pacific|Singapore|100.00|100.00|0.53|481|0.60|175|-|-|0.61|175| |Tata Consultancy Services Belgium|Belgium|100.00|100.00|0.30|272|0.31|91|-|-|0.32|91| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.35|319|0.55|161|-|-|0.56|161| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|2.77|2,537|2.40|702|-|-|2.45|702| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|0.51|463|0.44|128|-|-|0.45|128| |TCS FNS Pty Limited|Australia|100.00|100.00|0.16|145|-|-|-|-|-|-| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.41|1,291|0.92|268|-|-|0.94|268| |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.07|60|0.05|14|-|-|0.05|14| |CMC Americas, Inc.|USA|100.00|100.00|0.08|70|0.12|35|-|-|0.12|35| |Tata Consultancy Services Qatar S.S.C.|Qatar|100.00|100.00|0.03|32|0.03|10|-|-|0.03|10| |CMC eBiz, Inc.|USA|100.00|100.00|-|-|-|-|-|-|-|-| |TCS e-Serve America, Inc.|USA|100.00|100.00|0.03|23|0.05|16|-|-|0.06|16| # Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2018|% of voting power as at March 31, 2017|% of Net Assets, i.e."
+"total assets minus total liabilities as at March 31, 2018|Share in profit and loss as % of consolidated (` crores)|Share in Other comprehensive income as % of consolidated (` crores)|Share in Total comprehensive income as % of consolidated (` crores)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services (China) Co., Ltd.|China|93.20|93.20|0.16|144|(0.17)|(49)| |Tata Consultancy Services Japan, Ltd.|Japan|51.00|51.00|1.08|990|0.41|120| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.14|129|0.08|22| |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|29|0.05|15| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.18|163|0.09|25| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.02|20|0.02|6| |TCS Italia s.r.l.|Italy|100.00|100.00|0.01|11|0.02|7| |Tata Consultancy Services Luxembourg S.A.|Luxembourg|100.00|100.00|0.07|66|0.04|12| |Tata Consultancy Services Switzerland Ltd|Switzerland|100.00|100.00|0.33|302|0.96|281| |Tata Consultancy Services France S.A.S.|France|-|100.00|-|-|-|-| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|-|1|(0.01)|(4)| |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00|-|3|-|-| |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00|0.02|21|0.01|4| |Tata Consultancy Services (Portugal) Unipessoal, Limitada|Portugal|100.00|100.00|(0.01)|(8)|0.02|6| |Tata Consultancy Services France SA (Formerly Alti S.A.)|France|100.00|100.00|(0.37)|(343)|(0.23)|(67)| |Alti HR S.A.S.|France|-|100.00|-|-|-|-| |Tescom (France) Software Systems Testing S.A.R.L.|France|-|100.00|-|-|-|-| |Alti Switzerland S.A.|Switzerland|-|100.00|-|-|-|-| |Alti Infrastructures Systemes & Reseaux S.A.S.|France|-|100.00|-|-|-|-| |Alti NV|Belgium|-|100.00|-|-|-|-| |Teamlink (w.e.f. January 31, 2018)|Belgium|-|100.00|-|-|-|-| |Planaxis Technologies Inc. (w.e.f. March 31, 2018)|Canada|-|100.00|-|-|-|-| |Tata Consultancy Services Saudi Arabia|Saudi Arabia|76.00|76.00|0.11|105|0.22|63| |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.10|89|0.12|34| |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.01|10|(0.06)|(19)| # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at|% of voting power as at|Net Assets, i.e. total assets minus total liabilities as at March 31, 2018 (` crores)|Share in profit and loss as % of consolidated income|Share in Other comprehensive income as % of consolidated comprehensive income|Share in Total comprehensive income as % of Total comprehensive income| |---|---|---|---|---|---|---|---| |TCS Financial Solutions Australia Holdings Pty Limited|Australia|100.00|100.00|49|0.05|-|-| |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|123|0.13|0.11|0.11| |TCS Solution Center S.A.|Uruguay|100.00|100.00|180|0.20|0.29|0.30| |TCS Uruguay S.A.|Uruguay|100.00|100.00|36|0.04|0.02|0.02| |Tata Consultancy Services Argentina S.A.|Argentina|99.99|99.99|(44)|(0.05)|(0.06)|(0.07)| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|81|0.09|0.04|0.04| |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|679|0.74|0.91|0.93| |MGDC S.C.|Mexico|100.00|100.00|125|0.14|0.01|0.01| |TCS Inversiones Chile Limitada|Chile|100.00|100.00|349|0.38|0.53|0.55| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|554|0.61|(0.01)|(0.01)| |Technology Outsourcing S.A.C.|Peru|100.00|100.00|7|0.01|-|-| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|63|0.07|(0.01)|(0.01)| |Trusts|India|-|-|245|0.26|0.10|0.12| |TOTAL|-|100.00|91,484|100.00|29,278|100.00|(681)| # Adjustments arising out of consolidation |a)|(5,954)|(3,398)|553|(2,845)| |---|---|---|---|---| |b)|Minority Interest|-|-|-| # Indian Subsidiaries |APTOnline Limited|(9)|(3)|(3)| |---|---|---|---| |MP Online Limited|(9)|(2)|(2)| |C-Edge Technologies Limited|(84)|(27)|(27)| |MahaOnline Limited|(13)|(3)|(3)| # Foreign Subsidiaries |Tata Consultancy Services (China) Co., Ltd.|(10)|3|(1)|2| |---|---|---|---|---| |Tata Consultancy Services Japan, Ltd.|(277)|(22)|(15)|(37)| # TOTAL - (402) (54) (16) (70) # TOTAL - 85,128 25,826 (144) 25,682 # Notes forming part of the Consolidated Financial Statements # 34) Related party transactions Tata Consultancy Services Limited's principal related parties consist of its holding company Tata Sons Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Transactions and balances with its own subsidiaries are eliminated on consolidation."
+"Transactions with related parties are as follows: | |Tata Sons Limited|Subsidiaries of Tata Sons Limited|Associates / joint ventures of Tata Sons Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Year ended March 31, 2018|13|260|1,993|-|2,266| |Revenue from operations|5|37|571|-|613| |Purchases of goods and services (including reimbursements)|185|-|-|-|185| |Brand equity contribution|1|36|6|-|43| |Facility expenses|-|5|5|-|10| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|-|821|821| |Contribution to post employment benefit plans|-|6|45|-|51| |Purchase of property, plant and equipment|-|-|5|-|5| |Loans and advances recovered|6,826|3|2|-|6,831| |Dividend paid|10,278|7|21|-|10,306| | |Tata Sons Limited|Subsidiaries of Tata Sons Limited|Associates / joint ventures of Tata Sons Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Year ended March 31, 2017|4|246|2,162|-|2,412| |Revenue from operations|4|555|634|-|1,193| |Purchases of goods and services (including reimbursements)|156|-|-|-|156| |Brand equity contribution|1|33|5|-|39| |Facility expense|-|4|5|-|9| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|-|1,029|1,029| |Contribution to post employment benefit plans|-|21|33|-|54| |Purchase of property, plant and equipment|-|-|7|-|7| |Loans and advances given|-|1|-|-|1| |Loans and advances recovered|6,712|8|3|-|6,723| # Annual Report 2017-18 # Notes forming part of the Consolidated Financial Statements # Balances receivable from related parties are as follows: | |Tata Sons Limited|Subsidiaries of Tata Sons Limited|Associates / joint ventures of Tata Sons Limited and their subsidiaries|Total| |---|---|---|---|---| |As at March 31, 2018|8|122|637|767| |Trade receivables and unbilled revenue|3|27|7|37| |Investments|-|-|-|-| |Total|11|149|644|804| | |Tata Sons Limited|Subsidiaries of Tata Sons Limited|Associates / joint ventures of Tata Sons Limited and their subsidiaries|Total| |---|---|---|---|---| |As at March 31, 2017|1|128|626|755| |Trade receivables and unbilled revenue|3|26|14|43| |Investments|-|19|-|19| |Total|4|173|640|817| # Balances payable to related parties are as follows: | |Tata Sons Limited|Subsidiaries of Tata Sons Limited|Associates / joint ventures of Tata Sons Limited and their subsidiaries|Total| | |---|---|---|---|---|---| |As at March 31, 2018|165|22|206|393| | |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|Total|165|22|206|393| |Commitments|-|8|39|47| | | |Tata Sons Limited|Subsidiaries of Tata Sons Limited|Associates / joint ventures of Tata Sons Limited and their subsidiaries|Total| | |---|---|---|---|---|---| |As at March 31, 2017|138|28|150|316| | |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|Total|138|28|150|316| |Commitments|-|24|71|95| | 162 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Compensation to key management personnel is as follows: | |(` crores)|Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---|---| |Short-term benefits| |27|46| File: AR_TCS_2017_2018.md |Dividend paid during the year| |1|1| |Total| |28|47| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. # 35) Subsequent events # Dividends Dividends paid during the year ended March 31, 2018 include an amount of ` 27.50 per equity share towards final dividend for the year ended March 31, 2017 and an amount of ` 21 per equity share towards interim dividend for the year ending March 31, 2018. Dividends paid during the year ended March 31, 2017 include an amount of ` 27 per equity share towards final dividend for the year ended March 31, 2016 and an amount of ` 19.50 per equity share towards interim dividend for the year ending March 31, 2017. Dividends declared by the Company are based on profits available for distribution. Distribution of dividends out of general reserve and retained earnings is subject to applicable dividend distribution tax. On April 19, 2018, the Board of Directors of the Company have proposed a final dividend of ` 29 per share in respect of the year ending March 31, 2018 subject to the approval of shareholders at the Annual General Meeting. # Bonus issue The Board of Directors at its meeting held on April 19, 2018, approved a bonus issue of equity shares, subject to the approval of the shareholders, in the ratio of one equity share of ` 1 each for every one equity share of the Company held by the shareholders as on a record date."
+"# Unconsolidated Financial Statements # Independent Auditor's Report To The Members of Tata Consultancy Services Limited # Report on the Audit of the Standalone Ind AS Financial Statements We have audited the accompanying standalone Ind AS financial statements of Tata Consultancy Services Limited (""the Company""), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information (hereinafter referred to as ""the standalone Ind AS financial statements""). # Management's Responsibility for the Standalone Ind AS Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (""the Act"") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit/loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. # Auditor's Responsibility Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We are also responsible to conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause an entity to cease to continue as a going concern."
+"164 I Unconsolidated Financial Statements We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements. # Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 March 2018, its profit (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date. # Other Matter Corresponding figures for the year ended 31 March 2017 have been audited by another auditor who expressed an unmodified opinion dated 18 April 2017 on the standalone Ind AS financial statements of the Company for the year ended 31 March 2017. Our opinion on the standalone Ind AS financial statements is not modified in respect of the above matter. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016 (""the Order"") issued by the Central Government in terms of Section 143(11) of the Act, we give in ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143(3) of the Act, we report that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 2. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. 3. The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account. 4. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act. 5. On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act. 6. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". 7. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: 1. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 33 to the standalone Ind AS financial statements; 2. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 19 to the standalone Ind AS financial statements; 3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and 4. The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement does not pertain to financial year ended 31 March 2018. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 19 April 2018 Membership No: 049265 Unconsolidated Financial Statements I 165 # Annual Report 2017-18 # Annexure A to the Independent Auditor's Report With reference to the Annexure A referred to in the Independent Auditor's Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2018, we report the following: 1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets."
+"(b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified during the year and no material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in fixed assets are held in the name of the Company. In respect of immovable properties been taken on lease and disclosed as property, plant and equipment in the standalone Ind AS financial statements, the lease agreements are in the name of the Company. 2. The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material. 3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company. 4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans given, investments made, guarantees and securities given. 5. The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder. 6. The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act for any of the services rendered by the Company. 7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income-tax, Sales tax, Service tax, Goods and Services tax, duty of Customs, duty of Excise, Value added tax, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees' State Insurance, Income-tax, Sales tax, Service tax, Goods and Services tax, duty of Customs, duty of Excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2018, for a period of more than six months from the date they became payable."
+"166 I Unconsolidated Financial Statements # (b) According to the information and explanations given to us, there are no dues of Income-tax or Sales tax or Service tax or Goods and Services tax or duty of Customs or duty of Excise or Value added tax which have not been deposited by the Company on account of disputes, except for the following: |Name of the Statute|Nature of the Dues|Amount (` in crores)**|Period|Forum where dispute is pending| |---|---|---|---|---| |The Income-tax Act, 1961|Income-tax|3,601|Assessment Year - 2006-2007, 2010-2011, 2011-2012, 2012-2013, 2013-2014|Income-tax Appellate Tribunal| | | |2,312|Assessment Year - 2014-2015, 2015-2016|Commissioner of Income-tax (Appeals)| |The Central Sales Tax Act, 1956 and Value Added Tax Act|Sales tax and VAT|147|Financial Year - 1994-1995, 2001-2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014|High Court| | | |8|Financial Year - 1990-1991, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2008-2009, 2011-2012, 2012-2013|Tribunal| | | |-*|Financial Year - 1995-1996, 1997-1998, 2004-2005, 2005-2006, 2011-2012, 2014-2015|Assistant Commissioner| | | |-*|Financial Year - 2016-2017|Commissioner Appeal| | | |7|Financial Year - 1994-1995, 2005-2006, 2008-2009, 2010-2011, 2011-2012, 2013-2014|Deputy Commissioner| | | |8|Financial Year - 1997-1998, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015|Joint Commissioner| | | |-*|Financial Year - 2007-2008, 2013-2014|Additional Commissioner| |The Finance Act, 1994|Service tax|7|Financial Year - 2002-2003, 2003-2004, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015|Commissioner Appeals| | | |80|Financial Year - 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013|Tribunal| * Indicates amount less than Rs 0.50 crore ** These amounts are net of amount paid/ adjusted under protest Rs. 3,948 crores # (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company did not have any outstanding loans or borrowings from financial institutions or government and there are no dues to debenture holders during the year. Unconsolidated Financial Statements I 167 # Annual Report 2017-18 (ix) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company. (x) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. (xi) In our opinion and according to the information and explanations given to us and based on examination of the records of the Company, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. (xii) According to the information and explanations given to us, in our opinion, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards. (xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company. (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. (xvi) According to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 19 April 2018 Membership No: 049265 # 168 I Unconsolidated Financial Statements # Annexure B to the Independent Auditor's Report (Referred to in paragraph 2(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (""the Act"") We have audited the internal financial controls over financial reporting of Tata Consultancy Services Limited (""the Company"") as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date. # Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (""ICAI""). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ""Guidance Note"") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. # Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected."
+"Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. # Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 19 April 2018 Membership No: 049265 Unconsolidated Financial Statements I 169 # Annual Report 2017-18 # Balance Sheet |Note|As at March 31, 2018|As at March 31, 2017| |---|---|---| |ASSETS|ASSETS|ASSETS| |Non-current assets|Non-current assets|Non-current assets| |(a) Property, plant and equipment|9,430|9,214| |(b) Capital work-in-progress|1,238|1,477| |(c) Intangible assets|10|17| |(d) Financial assets| | | |(i) Investments|2,186|2,201| |(ii) Trade receivables|94|67| |(iii) Unbilled revenue|179|110| |(iv) Loans|1,503|6| |(v) Other financial assets|504|638| |(e) Income tax assets (net)|3,824|4,560| |(f) Deferred tax assets (net)|3,051|2,447| |(g) Other assets|815|579| |Total non-current assets|22,834|21,316| |Current assets|Current assets|Current assets| |(a) Inventories|25|21| |(b) Financial assets| | | |(i) Investments|35,073|40,729| |(ii) Trade receivables|18,882|16,582| |(iii) Unbilled revenue|5,330|4,125| |(iv) Cash and cash equivalents|1,278|790| |(v) Other balances with banks|2,209|526| |(vi) Loans|2,793|2,704| |(vii) Other financial assets|807|1,418| |(c) Other assets|1,825|1,547| |Total current assets|68,222|68,442| |TOTAL ASSETS|91,056|89,758| |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| |(a) Share capital|191|197| |(b) Other equity|75,675|77,825| |Total Equity|75,866|78,022| |Liabilities|Liabilities|Liabilities| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |(a) Financial liabilities| | | |(i) Borrowings|39|44| |(ii) Other financial liabilities|246|245| |(b) Employee benefit obligations|62|63| |(c) Provisions|26|39| |(d) Deferred tax liabilities (net)|424|314| |(e) Other liabilities|335|330| |Total non-current liabilities|1,132|1,035| |Current liabilities|Current liabilities|Current liabilities| |(a) Financial liabilities| | | |(i) Borrowings|181|200| |(ii) Trade payables|4,775|4,190| |(iii) Other financial liabilities|2,739|1,946| |(b) Unearned and deferred revenue|1,711|1,126| |(c) Income tax liabilities (net)|1,144|1,046| |(d) Employee benefit obligations|1,478|1,376| |(e) Provisions|171|66| File: AR_TCS_2017_2018.md |(f) Other liabilities|1,859|751| |Total current liabilities|14,058|10,701| |TOTAL EQUITY AND LIABILITIES|91,056|89,758| NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-36 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N. Chandrasekaran V. Ramakrishnan Dr. Ron Sommer Aarthi Subramanian Chartered Accountants Chairman CFO Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan O. P. Bhatt V. Thyagarajan Prof. Clayton M. Christensen Partner CEO and Managing Director Director Director Director Membership number: 049265 N. Ganpathy Subramaniam Aman Mehta Dr. Pradeep Kumar Khosla Rajendra Moholkar Mumbai, April 19, 2018 COO and Executive Director Director Director Company Secretary 170 I Unconsolidated Financial Statements # Statements of Profit and Loss |Note|Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |I. Revenue from operations|97,356|92,693| |II. Other income (net)|5,803|4,568| |III. TOTAL INCOME|103,159|97,261| |IV. Expenses| | | |(a) Employee benefit expenses|51,499|48,116| |(b) Cost of equipment and software licences|2,006|1,758| |(c) Other operating expenses|16,046|15,730| |(d) Finance costs|16| | |(e) Depreciation and amortisation expense|1,647|1,575| |TOTAL EXPENSES|71,228|67,195| |V. PROFIT BEFORE TAX|31,931|30,066| |VI. Tax expense| | | |(a) Current tax|6,878|6,643| |(b) Deferred tax|(188)|(230)| |TOTAL TAX EXPENSE|6,690|6,413| |VII. PROFIT FOR THE YEAR|25,241|23,653| |VIII. OTHER COMPREHENSIVE INCOME / (LOSSES)| | | |(A) (i) Items that will be reclassified subsequently to the profit or loss| | | |(a) Net changes in fair values of investments other than equity shares carried at fair value through OCI|(821)|740| |(b) Net change in intrinsic value of derivatives designated as cash flow hedges|(122)|41| |(c) Net change in time value of derivatives designated as cash flow hedges|(59)|3| |(ii) Income tax on items that will be reclassified subsequently to the profit or loss|306|(261)| |(B) (i) Items that will not be reclassified subsequently to the profit or loss| | | |(a) Remeasurement of defined employee benefit plans|86|(200)| |(b) Net changes in fair values of investments in equity shares carried at fair value through OCI|(19)|(20)| |(ii) Income tax on items that will not be reclassified subsequently to the profit or loss|-|-| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)|(629)|303| |IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR|24,612|23,956| |X. Earnings per equity share:- Basic and diluted (`)|131.15|120.04| |Weighted average number of equity shares|192,45,92,806|197,04,27,941| |XI. NOTES FORMING PART OF THE FINANCIAL STATEMENTS|1-36| | As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Partner Membership number: 049265 Mumbai, April 19, 2018 For and on behalf of the Board N. Chandrasekaran Chairman V. Ramakrishnan CFO Dr."
+"Ron Sommer Director Aarthi Subramanian Director Rajesh Gopinathan CEO and Managing Director O. P. Bhatt Director V. Thyagarajan Director Prof. Clayton M. Christensen Director N. Ganpathy Subramaniam COO and Executive Director Aman Mehta Director Dr. Pradeep Kumar Khosla Director Rajendra Moholkar Company Secretary # Annual Report 2017-18 # Statements of Changes in Equity # A. EQUITY SHARE CAPITAL (` crores) |Balance as at April 1, 2016|Changes in equity share capital during the year|Balance as at March 31, 2017| |---|---|---| |197|-|197| |Balance as at April 1, 2017|Changes in equity share capital during the year*|Balance as at March 31, 2018| |197|(6)|191| *Refer note 15. # B. OTHER EQUITY (` crores) |Reserves and surplus| |Items of other comprehensive income| | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Capital reserve*|Securities premium|Capital redemption reserve|General reserve|Special reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Total| | | | | | |-|1,919|100|9,118|-|53,576|54|68|(19)|64,816| |Profit for the year|-|-|-|-|23,653|-|-|-|23,653| | | | |Other comprehensive income|-|-|-|-|(200)|464|37|2|303| | | |Total comprehensive income|-|-|-|-|23,453|464|37|2|23,956| | |Transfer to Special Economic Zone re-investment reserve| |-|-|-|-|376|(376)|-|-|-| | |Transfer from Special Economic Zone re-investment reserve| |-|-|-|-|(279)|279|-|-|-| | | |Dividend (including tax on dividend)|-|-|-|-|(10,947)|-|-|-|(10,947)| | |Realised loss on equity shares carried at fair value through OCI| | |-|-|-|-|(20)|20|-|-|-| | |Balance as at March 31, 2017|-|1,919|100|9,118|97|65,965|538|105|(17)|77,825| | |Balance as at April 1, 2017|-|1,919|100|9,118|97|65,965|538|105|(17)|77,825| |Profit for the year|-|-|-|-|25,241|-|-|-|25,241| | | | |Other comprehensive income|-|-|-|-|86|(556)|(107)|(52)|(629)| | | |Total comprehensive income|-|-|-|-|25,327|(556)|(107)|(52)|24,612| | |Transfer to Special Economic Zone re-investment reserve| |-|-|-|-|1,579|(1,579)|-|-|-| | |Transfer from Special Economic Zone re-investment reserve| |-|-|-|-|(98)|98|-|-|-| | | | |Buyback of equity shares (Refer note 15)|(1,919)|6|(9,118)|-|(4,963)|-|-|-|(15,994)| | | |Expenses for buyback of equity shares (Refer note 15)|-|-|-|-|(42)|-|-|-|(42)| | |Dividend (including tax on dividend)|-|-|-|-|(10,726)|-|-|-|(10,726)| | | |Balance as at March 31, 2018|-|106|-|1,578|74,080|(18)|(2)|(69)|75,675| | *Represents values less than ` 0.50 crore. # NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-36 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N. Chandrasekaran V. Ramakrishnan Dr. Ron Sommer Aarthi Subramanian Chartered Accountants Chairman CFO Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan O. P. Bhatt V. Thyagarajan Prof. Clayton M. Christensen Partner CEO and Managing Director Director Director Director Membership number: 049265 N. Ganpathy Subramaniam Aman Mehta Dr. Pradeep Kumar Khosla Rajendra Moholkar Mumbai, April 19, 2018 COO and Executive Director Director Director Company Secretary 172 I Unconsolidated Financial Statements # Statements of Cash Flows | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |I CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|25,241|23,653| |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | |Depreciation and amortisation expense|1,647|1,575| |Bad debts and advances written off, allowance for doubtful trade receivable and advances (net)|95|107| |Tax expense|6,690|6,413| |Finance costs|30|16| |Net gain on disposal of property, plant and equipment|(26)|(6)| |Exchange difference on translation of foreign currency cash and cash equivalents|(94)|52| |Dividend income (including exchange gain)|(2,212)|(394)| |Interest income|(2,388)|(2,216)| |Net gain on investments|(858)|(596)| |Operating profit before working capital changes|28,125|28,604| |Net change in| | | |Inventories|(4)|(12)| |Trade receivables|(2,416)|2,303| |Unbilled revenue|(1,274)|(1,523)| |Loans and other financial assets|398|659| |Other assets|(554)|67| |Trade payables|585|(34)| |Unearned and deferred revenue|585|58| |Other financial liabilities|796|(407)| |Other liabilities and provisions|1,391|(117)| |Cash generated from operations|27,632|29,598| |Taxes paid (net of refunds)|(6,045)|(6,466)| |Net cash provided by operating activities|21,587|23,132| |II CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(2,000)|-| |Inter-corporate deposits placed|(6,000)|(2,125)| |Purchase of investments|(94,374)|(118,283)| |Payments for purchase of property, plant and equipment|(1,606)|(1,655)| |Earmarked deposits placed with banks|(230)|-| |Proceeds from bank deposits|416|-| |Proceeds from inter-corporate deposits|4,425|3,697| |Proceeds from disposal / redemption of investments|100,063|100,031| |Proceeds from disposal of property, plant and equipment|29|19| |Proceeds from earmarked deposits with banks|135|400| |Dividend received from subsidiaries (including exchange gain)|2,207|394| |Dividend received from other investments|5|-| |Interest received|2,564|1,740| |Net cash provided by / (used in) investing activities|5,634|(15,782)| |III CASH FLOWS FROM FINANCING ACTIVITIES| | | |Buy-back of equity shares|(16,000)|-| |Expenses relating to buy-back of equity shares|(42)|-| |Short-term borrowings (net)|(20)|87| |Dividend paid (including tax on dividend)|(10,726)|(10,947)| |Repayment of finance lease obligations|(6)|(15)| |Interest paid|(33)|(16)| |Net cash used in financing activities|(26,827)|(10,891)| |Net change in cash and cash equivalents|394|(3,541)| |Cash and cash equivalents at the beginning of the year|790|4,383| |Exchange difference on translation of foreign currency cash and cash equivalents|94|(52)| |Cash and cash equivalents at the end of the year (Refer note 13)|1,278|790| |IV NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-36| | | As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N. Chandrasekaran V. Ramakrishnan Dr."
+"Ron Sommer Aarthi Subramanian Chartered Accountants Chairman CFO Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan O. P. Bhatt V. Thyagarajan Prof. Clayton M. Christensen Partner CEO and Managing Director Director Director Director Membership number: 049265 N. Ganpathy Subramaniam Aman Mehta Dr. Pradeep Kumar Khosla Rajendra Moholkar Mumbai, April 19, 2018 COO and Executive Director Director Director Company Secretary Unconsolidated Financial Statements I 173 # Annual Report 2017-18 # Notes forming part of the Financial Statements # 1) Corporate information Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides consulting-led integrated portfolio of information technology (IT) and IT-enabled services delivered through a network of delivery centers around the globe. The Company's full services portfolio consists of IT and Assurance Services, Business Intelligence and Performance Management, Business Process Services, Consulting, Digital Enterprise Services, Eco-sustainability Services, Engineering and Industrial Services, Enterprise Security and Risk Management, Enterprise Solutions, iON-Small and Medium Businesses, IT Infrastructure Services, IT Services and Platform Solutions. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2018, Tata Sons Limited, the holding company owned 71.89% of the Company's equity share capital. The financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on April 19, 2018. # 2) Significant accounting policies # (a) Statement of compliance These financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time. # (b) Basis of preparation These financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. # (c) Use of estimates and judgements The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Key sources of estimation of uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of investments, useful lives of property, plant and equipment, valuation of deferred tax assets, provisions and contingent liabilities and fair value measurement of financial instruments have been discussed below. Key source of estimation of uncertainty in respect of revenue recognition and employee benefits have been discussed in their respective policies. # Impairment of investments The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for. # Useful lives of property, plant and equipment The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # Valuation of deferred tax assets The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy has been explained under note 2(i). 174 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Provisions and contingent liabilities A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates."
+"Contingent liabilities are not recognised in the financial statements. Contingent assets are neither recognised nor disclosed in the financial statements. # Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The policy has been further explained under note 2(j). # (d) Revenue recognition TCS Limited earns revenue primarily from providing information technology, business solutions and consultancy services through development and maintenance of IT applications and infrastructure, implementation of enterprise solutions, business process services, assurance services, engineering and industrial services using its own products, framework of solutions and third party products. The Company recognises revenue as follows: Contracts are unbundled into separately identifiable components and the consideration is allocated to those identifiable components on the basis of their relative fair values. Revenue is recognised for respective components either at the point in time or over time, as applicable. Revenue from contracts priced on a time and material basis is recognised as services are rendered and as related costs are incurred. Revenue from software development contracts, which are generally time bound fixed price contracts, is recognised over the life of the contract using the percentage-of-completion method, with contract costs determining the degree of completion. Losses on such contracts are recognised when probable. Revenue in excess of billings is recognised as unbilled revenue in the balance sheet; to the extent billings are in excess of revenue recognised, the excess is reported as unearned and deferred revenue in the balance sheet. Revenue from Business Process Services contracts priced on the basis of time and material or unit of delivery is recognised as services are rendered or the related obligation is performed. Revenue from the sale of internally developed and manufactured systems and third party products which do not require significant modification is recognised upon delivery, which is when the absolute right to use passes to the customer and the Company does not have any material remaining service obligations. Revenue from maintenance contracts is recognised on a pro-rata basis over the period of the contract. Revenue is recognised only when evidence of an arrangement is obtained and the other criteria to support revenue recognition are met, including the price is fixed or determinable, services have been rendered and collectability of the resulting receivables is reasonably assured. Revenue is reported net of discounts and indirect taxes. # (e) Dividend income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. # (f) Leases # Finance lease Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Unconsolidated Financial Statements I 175 # Annual Report 2017-18 # Notes forming part of the Financial Statements # Operating lease Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating lease. Operating lease payments are recognised on a straight line basis over the lease term in the statement of profit and loss, unless the lease agreement explicitly states that increase is on account of inflation. # Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software licenses, depreciation and amortisation and other operating expenses. Employee benefit expenses include employee compensation, allowances paid, contribution to various funds and staff welfare expenses."
+"Other operating expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivable and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # Foreign currency The functional currency of the Company is Indian rupee (₹). Income and expenses in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are translated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. # Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company and its branches in India and overseas. The current tax payable by the Company in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. # Unconsolidated Financial Statements # Notes forming part of the Financial Statements Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised."
+"# (j) Financial instruments Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. # Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments recognised by the Company are recognised at the proceeds received net off direct issue cost. # Hedge accounting The Company designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. Unconsolidated Financial Statements I 177 # Annual Report 2017-18 # Notes forming part of the Financial Statements The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company. The hedge instruments are designated and documented as hedges at the inception of the contract. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. File: AR_TCS_2017_2018.md The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in the statement of other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit or loss."
+"Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit or loss. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss accumulated in equity is transferred to the statement of profit and loss. # (k) Investment in subsidiaries Investment in subsidiaries are measured at cost less impairment. # (l) Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual value are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. The estimated useful lives are as mentioned below: |Type of asset|Method|Useful lives| |---|---|---| |Buildings|Straight line|20 years| |Leasehold improvements|Straight line|Lease term| |Plant and equipment|Straight line|10 years| |Computer equipment|Straight line|4 years| |Vehicles|Straight line|4 years| |Office equipment|Straight line|5 years| |Electrical installations|Straight line|10 years| |Furniture and fixtures|Straight line|5 years| Assets held under finance lease are depreciated over the shorter of the lease term and their useful lives. Depreciation is not recorded on capital work-in-progress until construction and installation is complete and the asset is ready for its intended use. # (m) Intangible assets Intangible assets purchased are measured at cost as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. 178 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements Intangible assets consist of rights under licensing agreement and software licences which are amortised over license period which equates the useful life ranging between 2-5 years on a straight line basis. # (n) Impairment # (i) Financial assets (other than at fair value) The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # (ii) Non-financial assets # Tangible and intangible assets Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # (o) Employee benefits # (i) Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the other comprehensive income for the period in which they occur. Past service cost both vested and unvested is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits."
+"The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. # (iii) Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. Unconsolidated Financial Statements I 179 # Annual Report 2017-18 # Notes forming part of the Financial Statements # (p) Inventories Raw materials, sub-assemblies and components are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at lower of cost and net realisable value. Finished goods produced or purchased by the Company are carried at lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. # (q) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented. # 3) Recent Indian Accounting Standards (Ind AS) Ministry of Corporate Affairs (""MCA"") through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective for annual periods beginning on or after April 1, 2018: |Ind AS 115|Revenue from Contracts with Customers| |---|---| |Ind AS 21|The Effect of Changes in Foreign Exchange Rates| # Ind AS 115 - Revenue from Contracts with Customers Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 - Revenue, Ind AS 11 - Construction Contracts when it becomes effective. The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition: 1. Identify the contract(s) with a customer 2. Identify the performance obligation in contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognise revenue when (or as) the entity satisfies a performance obligation Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation is transferred to the customer. The Company has completed its evaluation of the possible impact of Ind AS 115 and will adopt the standard with all related amendments to all contracts with customers retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application. Under this transition method, cumulative effect of initially applying Ind AS 115 is recognised as an adjustment to the opening balance of retained earnings of the annual reporting period. The standard is applied retrospectively only to contracts that are not completed contracts at the date of initial application. The Company does not expect the impact of the adoption of the new standard to be material on its retained earnings and to its net income on an ongoing basis. # Ind AS 21 - The Effect of Changes in Foreign Exchange Rates The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency."
+"The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. TCS Limited is evaluating the impact of this amendment on its financial statements. 180 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 4) Property, plant and equipment Property, plant and equipment consist of the following: | |Freehold land|Buildings improvements|Leasehold equipment|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2017|327|6,637|1,412|392|5,130|31|1,943|1,601|1,208|18,681| |Additions|-|394|311|98|673|2|139|122|120|1,859| |Disposals|-|(5)|(21)|(1)|(108)|(1)|(44)|(12)|(20)|(212)| |Cost as at March 31, 2018|327|7,026|1,702|489|5,695|32|2,038|1,711|1,308|20,328| |Accumulated depreciation as at April 1, 2017|-|(1,444)|(862)|(73)|(4,005)|(22)|(1,401)|(778)|(882)|(9,467)| |Disposals|-|4|21|1|108|1|44|11|19|209| |Depreciation for the year|-|(352)|(129)|(44)|(629)|(5)|(215)|(143)|(123)|(1,640)| |Accumulated depreciation as at March 31, 2018|-|(1,792)|(970)|(116)|(4,526)|(26)|(1,572)|(910)|(986)|(10,898)| |Net carrying amount as at March 31, 2018|327|5,234|732|373|1,169|6|466|801|322|9,430| | |Freehold land|Buildings improvements|Leasehold equipment|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2016|327|6,044|1,288|320|4,649|31|1,840|1,501|1,122|17,122| |Additions|-|596|133|72|607|2|119|106|104|1,739| |Disposals|-|(3)|(9)|-|(126)|(2)|(16)|(6)|(18)|(180)| |Cost as at March 31, 2017|327|6,637|1,412|392|5,130|31|1,943|1,601|1,208|18,681| |Accumulated depreciation as at April 1, 2016|-|(1,119)|(753)|(38)|(3,509)|(19)|(1,191)|(643)|(794)|(8,066)| |Disposals|-|3|9|-|115|2|15|5|18|167| |Depreciation for the year|-|(328)|(118)|(35)|(611)|(5)|(225)|(140)|(106)|(1,568)| |Accumulated depreciation as at March 31, 2017|-|(1,444)|(862)|(73)|(4,005)|(22)|(1,401)|(778)|(882)|(9,467)| |Net carrying amount as at March 31, 2017|327|5,193|550|319|1,125|9|542|823|326|9,214| Net book value of Computer equipment of ` Nil (March 31, 2017: ` 1 crore) and Leasehold improvements of ` 30 crores (March 31, 2017: ` 36 crores) are under finance lease. Unconsolidated Financial Statements I 181 # Annual Report 2017-18 # Notes forming part of the Financial Statements # 5) Intangible assets Intangible assets consist of the following: | |Rights under licensing agreement and software licences| |---|---| |Cost as at April 1, 2017|68| |Additions|-| |Disposals / derecognised|-| |Cost as at March 31, 2018|68| |Accumulated amortisation as at April 1, 2017|(51)| |Disposals / derecognised|-| |Amortisation for the year|(7)| |Accumulated amortisation as at March 31, 2018|(58)| |Net carrying amount as at March 31, 2018|10| | |Rights under licensing agreement and software licences| |---|---| |Cost as at April 1, 2016|129| |Additions|-| |Disposals / derecognised|(61)| |Cost as at March 31, 2017|68| |Accumulated amortisation as at April 1, 2016|(105)| |Disposals / derecognised|61| |Amortisation for the year|(7)| |Accumulated amortisation as at March 31, 2017|(51)| |Net carrying amount as at March 31, 2017|17| The estimated amortisation for each of the two fiscal years subsequent to March 31, 2018 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2019|7| |2020|3| | |10| 182 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 6) Investments Investments consist of the following: # (A) Investments - Non-current |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Investment in subsidiaries|2,124|2,124| |(b) Investments carried at fair value through profit or loss|59|55| |(c) Investments designated at fair value through OCI|3|22| |Total|2,186|2,201| # (B) Investments - Current |(` crores)|As at March 31, 2018|As at March 31, 2017| | |---|---|---|---| |(a) Investments carried at fair value through profit or loss| |9,101|18,730| |(b) Investments carried at fair value through OCI|Government securities (quoted)|23,218|21,999| | |Corporate bonds (quoted)|2,754|-| |Total| |35,073|40,729| The market value of quoted investments is equal to the carrying value. Unconsolidated Financial Statements I 183 # Annual Report 2017-18 # Notes forming part of the Financial Statements |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2018|As at March 31, 2017| |---|---|---|---|---|---| |212,27,83,424|UYU|1|TCS Iberoamerica SA|461|461| |15,75,300|INR|10|APTOnline Limited*|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium|1|1| |66,000|EUR|1,000|Tata Consultancy Services Netherlands BV|403|403| |1,000|SEK|100|Tata Consultancy Services Sverige AB|19|19| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|2|2| |20,000|USD|10|Tata America International Corporation|453|453| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|19|19| |3,72,58,815|AUD|1|TCS FNS Pty Limited|212|212| |10,00,001|GBP|1|Diligenta Limited|429|429| |1,000|USD|-|Tata Consultancy Services Canada Inc.*|-|-| |100|CAD|70,653.61|Tata Consultancy Services Canada Inc.|31|31| |51,00,000|INR|10|C-Edge Technologies Limited|5|5| |8,90,000|INR|10|MP Online Limited|1|1| |1,40,00,000|ZAR|1|Tata Consultancy Services (Africa) (PTY) Ltd.|66|66| |18,89,000|INR|10|MahaOnline Limited|2|2| |-|QAR|-|Tata Consultancy Services Qatar S.S.C.|2|2| |16,00,01,000|USD|0.01|CMC Americas, Inc.|8|8| |10,00,000|INR|100|TCS e-Serve International Limited|10|10| |10,00,000|INR|10|TCS Foundation|-|-| |Total|Total|Total|Total|2,124|2,124| # In Numbers |Currency|Face value per share|Investments designated at fair value through OCI|As at March 31, 2018|As at March 31, 2017| |---|---|---|---|---| |INR|10|Taj Air Limited|19|19| |INR|10|KOOH Sports Private Limited|3|3| |Less : Impairment of investments|Less : Impairment of investments|(19)|-|-| |Total|Total|3|22|-| *Represents value less than ` 0.50 crore."
+"184 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 7) Loans Loans (unsecured) consist of the following: # (A) Loans - Non-current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Considered good| | | | |(a) Loans and advances to employees| |3|6| |(b) Inter-corporate deposits| |1,500|-| | |Total|1,503|6| # (B) Loans - Current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Considered good| | | | |(a) Loans and advances to employees| |293|279| |(b) Inter-corporate deposits| |2,500|2,425| |Considered doubtful| | | | |(a) Loans and advances to employees| |61|56| |Less: Allowance for loans and advances to employees| |(61)|(56)| | |Total|2,793|2,704| Inter-corporate deposits placed with financial institutions yield fixed interest rate. # 8) Other financial assets Other financial assets consist of the following: # (A) Other financial assets - Non-current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |(a) Security deposits| |504|638| | |Total|504|638| # (B) Other financial assets - Current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |(a) Interest receivable| |520|697| |(b) Fair value of foreign exchange derivative assets| |89|572| |(c) Security deposits| |181|119| |(d) Others| |17|30| | |Total|807|1,418| Unconsolidated Financial Statements I 185 # Annual Report 2017-18 # Notes forming part of the Financial Statements # 9) Income taxes The income tax expense consists of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Current tax| | | |Current tax expense for current year|6,966|6,762| |Current tax benefit pertaining to prior years|(88)|(119)| |Total Current Tax|6,878|6,643| |Deferred tax benefit|(217)|(230)| |Deferred tax expense pertaining to prior years|29|-| |Total income tax expense recognised in the current year|6,690|6,413| The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Profit before income taxes|31,930|30,066| |Indian statutory income tax rate|34.61%|34.61%| |Expected income tax expense|11,050|10,406| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:| | | |Tax holidays|(4,247)|(4,134)| |Income exempt from tax|(36)|(27)| |Undistributed earnings in branches|113|(60)| |Tax on income at different rates|(236)|166| |Tax pertaining to prior years|(242)|(218)| |Others (net)|288|280| |Total income tax expense|6,690|6,413| The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profit or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfillment of certain conditions. From April 1, 2011 units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"186 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2018 are as follows: | |Opening balance|Recognised / reversed through profit or loss|Recognised in / reclassified from other comprehensive income|Closing balance| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to:| | | | | |Property, plant and equipment and Intangible assets|(84)|151|-|67| |Provision for employee benefits|296|15|-|311| |Cash flow hedges|(12)|-|22|10| |Receivables, loans and advances|205|33|-|238| |MAT credit entitlement|2,062|142|-|2,204| |Branch profit tax|(286)|(114)|-|(400)| |Unrealised gain / (loss) on securities carried at fair value through profit or loss / OCI|(285)|1|284|-| |Others|237|(40)|-|197| |Total|2,133|188|306|2,627| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to:| | | | |Property, plant and equipment and Intangible assets|91|(24)|67| |Provision for employee benefits|311|-|311| |Cash flow hedges|10|-|10| |Receivables, loans and advances|238|-|238| |MAT credit entitlement|2,204|-|2,204| |Branch profit tax|-|(400)|(400)| |Unrealised gain / (loss) on securities carried at fair value through profit or loss / OCI|-|-|-| |Others|197|-|197| |Total|3,051|(424)|2,627| # Annual Report 2017-18 # Notes forming part of the Financial Statements Significant components of net deferred tax assets and liabilities for the year ended March 31, 2017 are as follows: | |Opening balance|Recognised / reversed through profit or loss|Recognised in / reclassified from other comprehensive income|Closing balance| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to:| | | | | |Property, plant and equipment and Intangible assets|(22)|(62)|-|(84)| |Provision for employee benefits|238|58|-|296| |Cash flow hedges|(7)|-|(5)|(12)| |Receivables, loans and advances|183|22|-|205| |MAT credit entitlement|1,960|102|-|2,062| |Branch profit tax|(346)|60|-|(286)| |Unrealised gain / (loss) on securities carried at fair value through profit or loss / OCI|(27)|(2)|(256)|(285)| |Others|185|52|-|237| |Total|2,164|230|(261)|2,133| Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |As at March 31, 2017| | | | |Deferred tax assets / (liabilities) in relation to:| | | | |Property, plant and equipment and Intangible assets|(56)|(28)|(84)| |Provision for employee benefits|296|-|296| |Cash flow hedges|(12)|-|(12)| |Receivables, loans and advances|205|-|205| |MAT credit entitlement|2,062|-|2,062| |Branch profit tax|-|(286)|(286)| |Unrealised gain / (loss) on securities carried at fair value through profit or loss / OCI|(285)|-|(285)| |Others|237|-|237| |Total|2,447|(314)|2,133| Under the Indian Income Tax Act, 1961, the Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Accordingly, the Company has recognised a deferred tax asset of ` 2,204 crores. The Company has ongoing disputes with Income Tax authorities relating to tax treatment of certain items. These mainly include disallowed expenses, tax treatment of certain expenses claimed by the Company as deductions, and computation of, or eligibility of, certain tax incentives or allowances. As at March 31, 2018, the Company has contingent liability in respect of demands from direct tax authorities in India and other jurisdictions, which are being contested by the Company on appeal amounting ` 5,616 crores. 188 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements (March 31, 2017: ` 2,688 crores). In respect of tax contingencies of ` 318 crores (March 31, 2017: ` 318 crores), not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in. The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2016 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2014 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2015 and earlier. On December 22, 2017, H.R. 1, originally known as the ""Tax Cuts and Jobs Act"" was signed into law (""US Tax Reforms"")."
+"The law provides for a federal tax rate reduction from a maximum rate of 35% to a flat rate of 21% with effect from January 1, 2018. The tax rate change does not have any significant impact on the taxes of the Company. # 10) Other assets Other assets consist of the following: # (A) Other assets - Non-current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Considered good| | | | |(a) Capital advances| |105|142| |(b) Advances to related parties| |2|6| |(c) Prepaid expenses| |332|191| |(d) Prepaid rent| |373|228| |(e) Indirect taxes recoverable| |-|4| |(f) Others| |3|8| | |Total|815|579| Advances to related parties, considered good, comprise: |Voltas Limited|2|6| |---|---|---| |Tata Realty and Infrastructure Ltd*|-|-| *Represents value less than ` 0.50 crore. Unconsolidated Financial Statements I 189 # Annual Report 2017-18 # Notes forming part of the Financial Statements # (B) Other assets - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Considered good| | | |(a) Prepaid expenses|1,162|1,101| |(b) Prepaid rent|39|17| |(c) Advance to suppliers|84|148| |(d) Advance to related parties|4|1| |(e) Indirect taxes recoverable|482|262| |(f) Other advances|20|13| |(g) Others|34|5| |Considered doubtful| | | |(a) Advance to suppliers|3|3| |(b) Indirect taxes recoverable|2|2| |(c) Other advances|3|3| |Less : Allowance for doubtful advances|(8)|(8)| |Total|1,825|1,547| Advances to related parties, considered good, comprise: |Tata Consultancy Services Danmark ApS|1|-| |---|---|---| |Tata AIG General Insurance Company Limited|1|-| |The Titan Company Limited|2|1| # 11) Inventories Inventories consist of the following: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Raw materials, sub-assemblies and components|25|19| |(b) Finished goods and work-in-progress*|-|1| |(c) Goods-in-transit (raw materials)*|-|1| |Total|25|21| Inventories are carried at the lower of cost and net realisable value. *Represents values less than ` 0.50 crore. # 12) Trade receivables (Unsecured) Trade receivables (unsecured) consist of the following: # (A) Trade receivables - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Considered good|94|67| |(b) Considered doubtful|366|287| |Total|460|354| |Less: Allowance for doubtful receivables|(366)|(287)| |Net Total|94|67| 190 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (B) Trade receivables - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Considered good|18,882|16,582| |(b) Considered doubtful|284|284| |Total|19,166|16,866| |Less: Allowance for doubtful receivables|(284)|(284)| |Net Total|18,882|16,582| Above balances of trade receivables include balances with related parties (Refer note 35). # 13) Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Balances with banks| | | |In current accounts|1,211|724| |In deposit accounts|2|-| |(b) Cheques on hand|3|5| |(c) Cash on hand*|-|1| |(d) Remittances in transit|62|60| |Total|1,278|790| *Represents value less than ` 0.50 crore. # 14) Other balances with banks Other balances with banks consist of the following: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Earmarked balances with banks|209|111| |(b) Short-term bank deposits|2,000|415| |Total|2,209|526| Earmarked balances with banks significantly pertains to margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends. # Annual Report 2017-18 # Notes forming part of the Financial Statements # 15) Share capital The authorised, issued, subscribed and fully paid-up share capital comprises of the following: |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---| File: AR_TCS_2017_2018.md |Authorised| | | |(a) 460,05,00,000 equity shares of ` 1 each|460|460| |(b) 105,02,50,000 preference shares of ` 1 each|105|105| | |565|565| |Issued, Subscribed and Fully paid up| | | |(a) 191,42,87,591 equity shares of ` 1 each|191|197| | |191|197| The Board of Directors of the Company, at its meeting held on February 20, 2017 had approved a proposal to buy- back of upto 5,61,40,351 equity shares of the Company for an aggregate amount not exceeding ` 16,000 crores being 2.85% of the total paid up equity share capital at ` 2,850 per equity share, which was approved by the shareholders by means of a special resolution through a postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 5,61,40,350 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares bought on June 7, 2017. Capital redemption reserve was created to the extent of share capital extinguished (` 6 crores)."
+"An amount of ` 5,005 crores from retained earnings was used to offset the excess of buy-back cost of ` 16,042 crores (including ` 42 crores towards transaction costs of buy-back) over par value of shares after adjusting the balances lying in securities premium (` 1,919 crores) and general reserve (` 9,118 crores). # (i) Reconciliation of number of shares | | |As at March 31, 2018| |As at March 31, 2017| | |---|---|---|---|---|---| |Number of shares|Amount (` crores)|Number of shares|Amount (` crores)| | | |Equity shares| | | | | | |Opening balance|197,04,27,941|197|197,04,27,941|197| | | |Shares extinguished on buy-back|(5,61,40,350)|(6)|-|-| |Closing balance|191,42,87,591|191|197,04,27,941|197| | # (ii) Rights, preferences and restrictions attached to shares Equity shares The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # Notes forming part of the Financial Statements # (iii) Shares held by Holding Company, its Subsidiaries and Associates | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Equity shares|Holding Company|138|144| | |137,61,18,911 equity shares (March 31, 2017 : 144,34,51,698 equity shares) are held by Tata Sons Limited| | | |Subsidiaries and Associates of Holding Company|3,610 equity shares (March 31, 2017 : 3,700 equity shares) are held by Tata Industries Limited*|-|-| | |2,06,000 equity share (March 31, 2017 : NIL equity shares) are held by Tata AIG Life Insurance Company Limited*|-|-| | |7,76,533 equity shares (March 31, 2017 : 8,57,301 equity shares) are held by Tata AIA Life Insurance Company Limited*|-|-| | |5,27,110 equity shares (March 31, 2017 : 5,50,000 equity shares) are held by Tata Investment Corporation Limited*|-|-| | |23,804 equity shares (March 31, 2017 : 24,400 equity shares) are held by Tata Steel Limited*|-|-| | |383 equity shares (March 31, 2017 : 452 equity shares) are held by The Tata Power Company Limited*|-|-| | |Nil equity shares (March 31, 2017 : 484,902 equity shares*) are held by AF-taab Investment Company Limited|-|-| |Total| |138|144| *Equity shares having value less than ` 0.50 crore. # (iv) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2018|As at March 31, 2017| | |---|---|---|---| |Equity shares|Tata Sons Limited, the Holding company|137,61,18,911|144,34,51,698| |% of shareholding| |71.89%|73.26%| # (v) Equity shares movement during the 5 years preceding March 31, 2018 # (a) Equity shares extinguished on buy-back 5,61,40,350 equity shares of ` 1 each were extinguished on buy-back by the company pursuant to a Letter of Offer made to all eligible shareholders of the company at ` 2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # (b) Equity shares allotted as fully-paid including equity shares fully paid pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. Unconsolidated Financial Statements I 193 # Annual Report 2017-18 # Notes forming part of the Financial Statements 15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. (vi) The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements."
+"# 16) Other equity Other equity consist of the following: | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |(a) Capital reserve#| |-|-| |(b) Securities premium| | | | |(i) Opening balance| |1,919|1,919| |(ii) Utilisation for buyback of equity shares*| |(1,919)|-| | | |-|1,919| |(c) Capital redemption reserve| | | | |(i) Opening balance| |100|100| |(ii) Transfer from retained earnings*| |6|-| | | |106|100| |(d) General reserve| | | | |(i) Opening balance| |9,118|9,118| |(ii) Utilisation for buyback of equity shares*| |(9,118)|-| | | |-|9,118| |(e) Special Economic Zone re-investment reserve| | | | |(i) Opening balance| |97|-| |(ii) Transfer from retained earnings| |1,579|376| |(iii) Transfer to retained earnings| |(98)|(279)| | | |1,578|97| |(f) Retained earnings| | | | |(i) Opening balance| |65,965|53,576| |(ii) Profit for the year| |25,241|23,653| |(iii) Remeasurement of defined employee benefit plans| |86|(200)| |(iv) Realised (losses) / gain on equity shares carried at fair value|through OCI|-|(20)| |(v) Transfer from Special Economic Zone re-investment reserve| |98|279| |(vi) Utilisation for buyback of equity shares*| |(4,957)|-| |(vii) Expenses relating to buyback of equity shares*| |(42)|-| | | |86,391|77,288| 194 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(viii) Less : Appropriations| | | |(a) Dividend on equity shares|9,284|9,162| |(b) Tax on dividend|1,442|1,785| |(c) Transfer to capital redemption reserve*|6|-| |(d) Transfer to Special Economic Zone re-investment reserve|1,579|376| | |74,080|65,965| |(g) Investment revaluation reserve| | | |(i) Opening balance|538|54| |(iii) Change during the year (net)|(556)|484| | |(18)|538| |(h) Cash flow hedging reserve (Refer note 29(b))| | | |(i) Opening balance|88|49| |(ii) Change during the year (net)|(159)|39| | |(71)|88| | |75,675|77,825| *Refer note 15. #Represents value less than ` 0.50 crore. # Movement in Investment revaluation reserve |Investment revaluation reserve|As at March 31, 2018|As at March 31, 2017| |---|---|---| |Net gain / (loss) arising on revaluation of financial assets carried at fair value|(19)|(20)| |Net cumulative gain / (loss) reclassified to retained earnings on sale of financial assets carried at fair value|-|20| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(625)|740| |Deferred tax relating to gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|216|(256)| |Net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value|(196)|-| |Deferred tax relating to net cumulative (gain) / loss reclassified to profit or loss on sale of investments other than equities carried at fair value|68|-| | |(556)|484| Unconsolidated Financial Statements I 195 # Annual Report 2017-18 # Notes forming part of the Financial Statements # Nature of reserves # (a) Capital reserve The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. # (b) Securities premium Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013. # (c) General reserve The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to statement of profit and loss. # (d) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity / debt instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed off. # (e) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedging reserve. Such gains or losses will be reclassified to statement of profit and loss in the period in which the hedged transaction occurs. # (f) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium."
+"A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. # (g) Special Economic Zone re-investment reserve The Special Economic Zone re-investment reserve has been created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act,1961. The reserve should be utilised by the Company for acquiring new plant and machinery for the purpose of its business in the terms of the section 10AA(2) of Income-tax Act, 1961. # 17) Borrowings Borrowings consist of the following: # (A) Borrowings - Non-current (Secured) | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Long-term maturities of finance lease obligations|39|44| | |39|44| Finance lease obligations are secured against property, plant and equipment obtained under finance lease arrangements (Refer note 28). 196 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (B) Borrowings - Current (Unsecured) | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |Overdraft from banks| |181|200| | | |181|200| # 18) Other financial liabilities Other financial liabilities consist of the following: # (A) Other financial liabilities - Non-current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |(a) Capital creditors| |18|17| |(b) Others| |228|228| | | |246|245| Others include advance taxes paid of ` 227 crores (March 31, 2017: ` 227 crores) by the seller of TCS e-serve Limited which, on refund by the tax authorities, is payable to the seller. # (B) Other financial liabilities - Current | |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---|---| |(a) Accrued payroll| |1,667|684| |(b) Current maturities of finance lease obligations| |5|6| |(c) Unclaimed dividends| |28|25| |(d) Fair value of foreign exchange derivative liabilities| |91|20| |(e) Capital creditors| |245|272| |(f) Liability towards customer contracts| |669|834| |(g) Others| |34|105| | | |2,739|1,946| Finance lease obligations are secured against property, plant and equipment obtained under finance lease arrangements. # Annual Report 2017-18 # Notes forming part of the Financial Statements # 19) Provisions Provisions consist of the following: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(A) Provisions - Non-current|26|39| |(B) Provisions - Current|41|66| |Other provisions|130|-| | |171|66| # 20) Other liabilities Other liabilities consist of the following: # (A) Other liabilities - Non-current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Operating lease liabilities|335|330| # (B) Other liabilities - Current | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Advance received from customers|556|49| |(b) Indirect tax payable and other statutory liabilities|1,111|629| |(c) Operating lease liabilities|84|49| |(d) Others|108|24| | |1,859|751| # 21) Revenue from operations Revenue from operations includes ` 2,206 crores for the year ended March 31, 2018 (` 1,902 crores for year ended March 31, 2017) towards sale of equipment and software licences."
+"198 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 22) Other income (net) Other income (net) consist of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |(a) Interest income|2,388|2,216| |(b) Dividend income|2,207|394| |(c) Net gain on investments carried at fair value through profit and loss|662|596| |(d) Net gain on sale of investments other than equity shares carried at fair value through OCI|196|-| |(e) Net gain on disposal of property, plant and equipment|26|6| |(f) Net foreign exchange gains|265|1,303| |(g) Rent income|5|5| |(h) Other income|54|48| |Total|5,803|4,568| Interest income comprise: |Interest on bank and bank deposits|41|94| |---|---|---| |Interest income on financial assets carried at amortised cost|210|390| |Interest income on financial assets carried at fair value through OCI|1,727|1,598| |Other interest (including interest on income tax refunds)|410|134| Dividend income comprise: |Dividends from subsidiaries|2,202|394| |---|---|---| |Dividend from investments carried at fair value through profit and loss|5|-| # 23) Employee benefits Employee benefit expenses consist of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |(a) Salaries, incentives and allowances|47,004|43,876| |(b) Contributions to provident and other funds|3,165|2,984| |(c) Staff welfare expenses|1,330|1,256| |Total|51,499|48,116| Unconsolidated Financial Statements I 199 # Annual Report 2017-18 # Notes forming part of the Financial Statements # Employee benefit obligation consist of the following: # (A) Employee benefit obligation - Non-current |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Gratuity liability|-|-| |(b) Other employee benefit obligation|62|63| |Total|62|63| # (B) Employee benefit obligation - Current |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---| |(a) Compensated absences|1,461|1,283| |(b) Other employee benefit obligation|17|93| |Total|1,478|1,376| # Employee benefit plans # Gratuity and pension In accordance with Indian law, the Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws. # The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |(` crores)|As at March 31, 2018|As at March 31, 2017| |---|---|---| |Change in benefit obligations| | | |Benefit obligations, beginning of the year|2,083|1,632| |Service cost|273|241| |Interest cost|159|138| |Remeasurement of the net defined benefit liability|(86)|200| |Past service cost / (credit)|-|-| |Benefits paid|(122)|(128)| |Benefit obligations, end of the year|2,307|2,083| # Notes forming part of the Financial Statements | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Change in plan assets| | | |Fair value of plan assets, beginning of the year|2,156|1,746| |Interest income|165|145| |Employer's contributions|233|393| |Benefits paid|(122)|(128)| |Remeasurement - return on plan assets excluding amount included in interest income|-|-| |Fair value of plan assets, end of the year|2,432|2,156| | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Funded status| | | |Deficit of plan assets over obligations|-|-| |Surplus of plan assets over obligations|125|73| | |125|73| | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Category of assets| | | |Corporate bonds|560|731| |Equity shares|116|95| |Government securities|996|621| |Insurer managed funds|713|691| |Bank balances|5|3| |Others|42|15| |Total|2,432|2,156| | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Service cost|273|241| |Net interest on net defined benefit (asset) / liability|(6)|(7)| |Past service cost / (credit)|-|-| |Net periodic gratuity cost|267|234| |Actual return on plan assets|165|145| # Annual Report 2017-18 # Notes forming part of the Financial Statements | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Actuarial losses and (gains) arising from changes in demographic assumptions|16|(2)| |Actuarial (gains) and losses arising from changes in financial assumptions|(85)|71| |Actuarial losses and (gains) arising from changes in experience adjustments|(17)|131| |Remeasurement of the net defined benefit liability|(86)|200| |Remeasurement - return on plan assets excluding amount included in interest income*|-|-| |Total|(86)|200| *Represents value less than ` 0.50 crore. The assumptions used in accounting for the defined benefit plan are set out below: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Discount rate|7.75%|7.25%| |Rate of increase in compensation levels of covered employees|6.00%|6.00%| |Rate of return on plan assets|7.75%|7.25%| |Weighted average duration of defined benefit obligations|8 years|8 years| The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2018."
+"The Company is expected to contribute ` 147 crores to defined benefit plan obligations funds for the year ending March 31, 2019. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases (decreases) by 0.50%, the defined benefit obligations would decrease by ` 79 crores (increase by ` 85 crores) as at March 31, 2018. If the expected salary growth increases (decreases) by 0.50%, the defined benefit obligations would increase by ` 85 crores (decrease by ` 80 crores) as at March 31, 2018. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumption may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. # 202 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Defined Benefit Obligations The defined benefit obligations shall mature after year ended March 31, 2018 as follows: |Year ending March 31,|Defined benefit obligations| |---|---| |2019|225| |2020|211| |2021|218| |2022|216| |2023|216| |Thereafter|867| # Provident Fund In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. # Details of Fund and Plan Assets | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Fair value of plan assets|13,084|10,962| |Present value of defined benefit obligation|(13,084)|(10,962)| |Net (shortfall) / excess|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. # Principal Assumptions | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Discount rate|7.75%|7.25%| |Average remaining tenure of investment portfolio|7.95 years|7.01 years| |Guaranteed rate of return|8.55%|8.65%| The Company contributed ` 795 crores (March 31, 2017: ` 756 crores) to the provident fund during the year ended March 31, 2018. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. The Company recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. # Annual Report 2017-18 # Notes forming part of the Financial Statements The Company contributed ` 222 crores (March 31, 2017: ` 221 crores) to the Employees' Superannuation Fund for the year ended March 31, 2018. Foreign Defined Contribution Plan The Company contributed ` 331 crores (March 31, 2017: ` 304 crores) during the year ended March 31, 2018 towards foreign defined contribution plan."
+"# 24) Other operating expenses Other operating expenses consist of the following: | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |(a) Fees to external consultants|6,415|6,566| |(b) Facility expenses|3,079|2,783| |(c) Travel expenses|2,179|2,181| |(d) Communication expenses|710|701| |(e) Bad debts and advances written off, allowance for doubtful trade receivable and advances (net)|95|107| |(f) Other expenses|3,568|3,392| |Total|16,046|15,730| # 25) Cost of equipment and software licences | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |(a) Raw materials, sub-assemblies and components consumed|86|94| |(b) Equipment and software licences purchased|1,920|1,664| |Total|2,006|1,758| Finished goods and work-in-progress Opening stock: 1 Less: Closing stock: - Total: 1 # 26) Research and development expenditure Research and development expenditure aggregating ` 295 crores (March 31, 2017: ` 282 crores), including capital expenditure was incurred during the year. # 27) Corporate Social Responsibility expenditure During the year, the Company has incurred an amount of ` 400 crores (March 31, 2017: ` 380 crores) towards Corporate Social Responsibility expenditure. # 28) Leases The Company has taken on lease properties and equipment under operating lease arrangements. Most of the leases include renewal and escalation clauses. Operating lease rent expenses were ` 1,431 crores and ` 1,213 crores for the year ended March 31, 2018 and March 31, 2017 respectively. 204 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements The following is a summary of future minimum lease rental commitments towards non-cancellable operating leases and finance leases. # Operating lease | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Due within one year|557|482| |Due in a period between one year and five years|1,973|1,547| |Due after five years|2,443|1,012| |Total minimum lease commitments|4,973|3,041| # Finance lease | |As at March 31, 2018| |As at March 31, 2017| | |---|---|---|---|---| |Minimum lease commitments|Present value of minimum lease commitments|Minimum lease commitments|Present value of minimum lease commitments| | |Due within one year|11|5|14|6| |Due in a period between one year and five years|46|30|46|25| |Due after five years|10|9|21|19| |Total minimum lease commitments|67|44|81|50| Less: Interest (23) (31) Present value of minimum lease commitments 44 50 # Receivables under sub-leases | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Not later than one year|5|4| |Later than one year but not later than five years|15|16| |Later than five years|3|6| |Total|23|26| Income under sub-leases of ` 5 crores and ` 5 crores have been recognised in the statement of profit and loss for the year ended March 31, 2018 and March 31, 2017. # Financial instruments The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2(j) to the financial statements. Unconsolidated Financial Statements I 205 # Annual Report 2017-18 File: AR_TCS_2017_2018.md # Notes forming part of the Financial Statements # (a) Financial assets and liabilities The carrying value of financial instruments by categories as of March 31, 2018 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial Assets|-|-|-|-|1,278|1,278| |Earmarked balances with banks|-|-|-|-|209|209| |Bank deposits|-|-|-|-|2,000|2,000| |Investments (Other than in subsidiary)|9,160|25,975|-|-|-|35,135| |Trade receivables|-|-|-|-|18,976|18,976| |Unbilled revenues|-|-|-|-|5,509|5,509| |Loans*|-|-|-|-|4,296|4,296| |Other financial assets|-|-|34|55|1,222|1,311| |Total|9,160|25,975|34|55|33,490|68,714| Financial Liabilities |Trade payables|-|-|-|-|4,775|4,775| |---|---|---|---|---|---|---| |Borrowings|-|-|-|-|220|220| |Other financial liabilities|-|-|25|66|2,894|2,985| |Total|-|-|25|66|7,889|7,980| *Loans include inter-corporate deposits of ` 4,000 crores, with original maturity period within 24 months. The carrying value of financial instruments by categories as of March 31, 2017 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial Assets|-|-|-|-|790|790| |Earmarked balances with banks|-|-|-|-|111|111| |Bank deposits|-|-|-|-|415|415| |Investments (Other than in subsidiary)|18,785|22,021|-|-|-|40,806| |Trade receivables|-|-|-|-|16,649|16,649| |Unbilled revenues|-|-|-|-|4,235|4,235| |Loans*|-|-|-|-|2,710|2,710| |Other financial assets|-|-|140|432|1,484|2,056| |Total|18,785|22,021|140|432|26,394|67,772| Financial Liabilities |Trade payables|-|-|-|-|4,190|4,190| |---|---|---|---|---|---|---| |Borrowings|-|-|-|-|244|244| |Other financial liabilities|-|-|-|20|2,171|2,191| |Total|-|-|-|20|6,605|6,625| *Loans include inter-corporate deposits of ` 2,425 crores, with original maturity period within 15 months. 206 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements Carrying amounts of cash and cash equivalents, trade receivables, unbilled revenues, loans and trade payables as at March 31, 2018 and March 31, 2017 approximate the fair value. Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the years presented."
+"# Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The financial instruments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost represents estimate of fair value within that range. # Financial assets and liabilities measured at fair value The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are required): |As at March 31, 2018|Level|Level|Level|Total| | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets|Mutual fund units|9,101|59|-|9,160| | |Equity shares|-|-|3|3| | |Government securities|23,218|-|-|23,218| | |Corporate bonds|-|2,754|-|2,754| | |Derivative financial assets|-|89|-|89| |Total|32,319|2,902|3|35,224| | |As at March 31, 2017|Level|Level|Level|Total| | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets|Mutual fund units|18,785|-|-|18,785| | |Equity shares|-|-|22|22| | |Government securities|21,999|-|-|21,999| | |Derivative financial assets|-|572|-|572| |Total|40,784|572|22|41,378| | # Financial liabilities |Derivative financial liabilities|-|20|-|20| |---|---|---|---|---| |Total|-|20|-|20| # Annual Report 2017-18 # Notes forming part of the Financial Statements # Reconciliation of Level 3 fair value measurement is as follows: | |As at March 31, 2018|As at March 31, 2017| |---|---|---| |Balance at the beginning of the year|22|47| |Impairment during the year|(19)|-| |Disposals during the year|-|(25)| |Balance at the end of the year|3|22| # (b) Derivative financial instruments and hedging activity The Company's revenue is denominated in foreign currency predominantly US Dollar, Sterling Pound and Euro. In addition to these currencies, the Company also does business in Australian Dollar, Canadian Dollar, Swiss Franc, Japanese Yen, Norwegian Krone, Swedish Krona, South African Rand, Singapore Dollar, Saudi Arabian Riyal, Danish Kroner and Brazilian Real. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Company to currency fluctuations. The Board of Directors of the Company has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Company which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Company uses various derivative instruments such as foreign exchange forward, currency options contracts and futures contracts in which the counter party is generally a bank. # The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount of contracts (million)|Fair value (` crores)|No. of contracts|Notional amount of contracts (million)|Fair value (` crores)| |---|---|---|---|---|---|---| |U.S. Dollar|24|1,466|20|6|150|9| |Sterling Pound|34|263|(23)|45|318|60| |Euro|26|216|1|27|198|40| |Australian Dollar|21|150|12|6|60|11| # The following are outstanding foreign exchange forward contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount of contracts (million)|Fair value (` crores)|No."
+"of contracts|Notional amount of contracts (million)|Fair value (` crores)| |---|---|---|---|---|---|---| |Sterling Pound|-|-|-|5|125|5| |Euro|-|-|-|3|91|15| 208 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2018| |Year ended March 31, 2017| | |---|---|---|---|---| | |Intrinsic value|Time value|Intrinsic value|Time value| |Balance at the beginning of the year|105|(17)|68|(19)| |(Gains) / losses transferred to the statement of profit and loss on occurrence of forecasted hedge transactions|(127)|340|(743)|235| |Deferred tax on (gains) / losses transferred to the statement of profit and loss on occurrence of forecasted hedge transactions|15|(40)|104|(31)| |Changes in the fair value of effective portion of cash flow hedges|5|(399)|784|(232)| |Deferred tax on fair value of effective portion of cash flow hedges|-|47|(108)|30| |Balance at the end of the year|(2)|(69)|105|(17)| In addition to the above cash flow hedges, the Company has outstanding foreign exchange forward, currency options and futures contracts with notional amount aggregating ` 22,404 crores (March 31, 2017 : ` 19,159 crores) whose fair value showed a net loss of ` 12 crores as at March 31, 2018 (March 31, 2017 : net gain ` 412 crores) respectively. Although these contracts are effective as hedges from an economic perspective, they do not qualify for hedge accounting. Exchange loss for the year ended March 31, 2018 of ` 52 crores (March 31, 2017: Exchange gain of ` 1,522 crores) on foreign exchange forward, currency options and futures contracts has been recognised in the statement of profit and loss. Net foreign exchange gains include loss of ` 213 crores (March 31, 2017: Net gain of ` 508 crores) transferred from cash flow hedging reserve for the year ended March 31, 2018. Net loss on derivative instruments of ` 71 crores recognised in Hedging Reserve as at March 31, 2018, is expected to be transferred to the statement of profit and loss by March 31, 2019. The maximum period over which the exposure of cash flow variability has been hedged is through calendar year of 2018. Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies. | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |10% Appreciation of the underlying foreign currencies|(323)|(218)| |10% Depreciation of the underlying foreign currencies|1,054|793| # (c) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company. # (i) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. # Annual Report 2017-18 # Notes forming part of the Financial Statements # (a) Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar, Great Britain Pound and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currency of the various operations of the Company against major foreign currencies may impact the Company's revenue in international business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies."
+"The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the functional currency of the Company. The following analysis has been worked out based on the net exposures of the Company as of the date of balance sheet which could affect the statements of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Company as disclosed in note 29(b). # The following table sets forth information relating to foreign currency exposure as at March 31, 2018: | |USD|GBP|EUR|Others*|Total| |---|---|---|---|---|---| |Total financial assets|3,783|944|431|1,218|6,376| |Total financial liabilities|3,077|761|323|541|4,702| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease / increase in the Company's profit before taxes by approximately ` 168 crores for the year ended March 31, 2018. # The following table sets forth information relating to foreign currency exposure as at March 31, 2017: | |USD|GBP|EUR|Others*|Total| |---|---|---|---|---|---| |Total financial assets|2,544|815|214|1,227|4,800| |Total financial liabilities|2,225|620|237|599|3,681| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease / increase in the Company's profit before taxes by approximately ` 112 crores for the year ended March 31, 2017. *Others include Australian Dollar, Saudi Arabian Riyal, Danish Kroner, Brazilian Real, Mexican Peso, United Arab Emirates Dirham, Swedish Kroner, South African Rand, Swiss Franc, Norwegian Kroner etc. # (b) Interest rate risk The Company's investments are primarily in fixed rate interest bearing investments. Hence the Company is not significantly exposed to interest rate risk. # (ii) Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. 210 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of ` 4,000 crores are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of ` 2,000 crores held with an Indian bank having high quality credit rating which are individually in excess of 10% or more of the Company's total bank deposits for the year ended March 31, 2018. None of the other financial instruments of the Company result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was ` 68,711 crores and ` 67,749 crores as at March 31, 2018, and March 31, 2017, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, unbilled revenue and other financial assets. The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable and unbilled revenue as at March 31, 2018 and March 31, 2017. # Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances) and unbilled revenue is as follows: | |As at March 31, 2018|As at March 31, 2018|As at March 31, 2017|As at March 31, 2017| |---|---|---| |Geographic Area|Gross %|Net %|Gross %|Net %| |United States of America|39.37|40.41|37.07|38.03| |India|19.47|17.87|21.01|19.48| |United Kingdom|17.18|17.35|17.31|17.47| Geographical concentration of trade receivables and unbilled revenue is allocated based on the location of the customers. # (iii) Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due."
+"The tables below provide details regarding the contractual maturities of significant financial liabilities as at: | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5 years|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|4,775|-|-|-|4,775| |Borrowings|181|12|34|10|237| |Other financial liabilities|2,648|19|227|-|2,894| |Total|7,604|31|261|10|7,906| | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5 years|Total| |---|---|---|---|---|---| |Derivative financial liabilities|91|-|-|-|91| |Total|91|-|-|-|91| # Annual Report 2017-18 # Notes forming part of the Financial Statements | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5 years|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|4,874|-|-|-|4,874| |Borrowings|200|11|34|21|266| |Other financial liabilities|1,926|13|231|1|2,171| |Total|7,000|24|265|22|7,311| | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Profit for the year (` crores)|25,241|23,653| |Weighted average number of equity shares|192,45,92,806|197,04,27,941| |Earning per share basic and diluted (`)|131.15|120.04| |Face value per equity share (`)|1|1| # Auditors remuneration | |Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---| |Services as statutory auditors (including quarterly audits)|7|5| |Audit of financial statements as per IFRS|-|3| |Tax audit|1|1| |Services for tax matters|-*|1| |SSAE 16 and other matters|4|3| |Reimbursement of out-of-pocket expenses|-*|-*| |Indirect tax|2|2| Indirect tax credit has been / will be availed. *Represents values less than ` 0.50 crore. # Segment information The Company publishes the unconsolidated financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108 - Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. # Commitments and contingencies # Capital commitments The Company has contractually committed (net of advances) ` 760 crores as at March 31, 2018 (March 31, 2017: ` 1,493 crores) for purchase of property, plant and equipment. # Contingencies Direct tax matters Refer note 9 212 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Indirect tax matters The Company has ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. As at March 31, 2018, the Company has demands amounting to ` 275 crores (March 31, 2017: ` 253 crores) from various indirect tax authorities which are being contested by the Company based on management evaluation and on the advice of tax consultants. # Other claims As at March 31, 2018, claims aggregating ` 2,977 crores (March 31, 2017: ` 6,276 crores) against the Company have not been acknowledged as debts. In October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's proprietary information. In April 2016, the Company received an unfavorable jury verdict awarding damages totaling ` 6,114 crores (US $ 940 million) to Epic. In September 2017, the Company received a Court order reducing the damages from ` 6,114 crores (US $ 940 million) to ` 2,732 crores (US $ 420 million) to Epic. The Company has received legal advice to the effect that the order and the reduced damages awarded are not supported by evidence presented during the trial and a strong appeal can be made to superior Court to fully set aside the Order. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for ` 2,862 crores (US $ 440 million) as financial security in order to stay execution of the judgment pending post-judgment proceedings and appeal. Accordingly, an amount of ` 2,862 crores (US $ 440 million) is disclosed as Contingent Liability as included in the claims not acknowledged as debts by the Company. # Bank guarantees and letters of comfort The Company has given letter of comfort to bank for credit facilities availed by its subsidiary Tata America International Corporation. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiaries and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The Company has provided guarantees to third parties on behalf of its subsidiaries aggregating ` 4,343 crores (March 31, 2017: ` 2,127 crores). The Company does not expect any outflow of resources in respect of the above. The amounts assessed as Contingent liability do not include interest that could be claimed by counter parties."
+"# Micro and small enterprises | |As at March 31, 2018| |As at March 31, 2017| | |---|---|---|---|---| | |Principal|Interest|Principal|Interest| |Amount due to vendor|6|-|11|-| |Principal amount paid (includes unpaid) beyond the appointed date|18|-|192|-| |Interest due and payable for the year*|-|-|-|-| |Interest accrued and remaining unpaid (includes interest disallowable of ` * crores (March 31, 2017: ` 3 crores))|-|-|-|3| *Represents value less than ` 0.50 crore. Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. Unconsolidated Financial Statements I 213 # Annual Report 2017-18 # Notes forming part of the Financial Statements # 35) Related party transactions The Company's principal related parties consist of its holding company Tata Sons Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enter into transactions in the ordinary course of business. Transactions with related parties are as follows: |Year ended March 31, 2018|Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|13|57,747|260|1,992|-|60,012| |Interest income|-|-*|-|-*|-|-| |Dividend income|-|2,201|-|-|-|2,201| |Rent income|-|5|-|-*|-|5| |Other income|-|34|-|-*|-|34| |Purchase of goods, services (including reimbursement)|5|3,009|31|549|-|3,594| |Brand equity contribution|114|-|-|-|-|114| |Facility expenses|1|8|34|6|-|49| |Bad debts and advances written off, allowances for doubtful trade receivables, advances (net)|-*|-*|5|5|-|10| |Contribution to post employment benefit plan|-|-|-|-|818|818| |Purchase of property, plant and equipment|-|-|6|45|-|51| |Loans and advances given|-|1|-*|-*|-|1| |Loans and advances repaid|-|-|-*|5|-|5| |Dividend paid|6,826|-|3|2|-|6,831| |Guarantees given|-|1,873|-|-|-|1,873| |Buy-back of shares|10,278|-|7|21|-|10,306| |Cost recovery|-|2,045|-|-|-|2,045| *Represents value less than ` 0.50 crore. 214 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Year ended March 31, 2017 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|4|57,787|246|2,162|-|60,199| |Interest income|-|-*|-|-*|-|-*| |Dividend income|-|394|-|-|-|394| |Rent income|-|5|-|-|-|5| |Other income|-|38|-|-|-|38| |Purchase of goods, services (including reimbursement)|4|2,769|544|634|-|2,273| |Brand equity contribution|89|-|-|-|-|89| |Facility expenses|1|18|33|5|-|57| |Bad debts and advances written off, allowances for doubtful trade receivables, advances (net)|-*|-*|4|5|-|9| |Contribution to post employment benefit plan|-|-|-|-|963|963| |Purchase of property, plant and equipment|-|-*|21|33|-|54| |Loans and advances given|-|-|-|7|-|7| |Loans and advances repaid|-|7|1|-|-|8| |Dividend paid|6,712|-|8|3|-|6,723| |Guarantees given|-|2|-|-|-|2| |Cost recovery|-|1,678|-|-|-|1,678| *Represents value less than ` 0.50 crore. # Balances receivable from related parties are as follows: # As at March 31, 2018 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited and its subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade receivables (net)|8|10,140|122|637|-|10,907| |Loans, other financial assets and other assets|3|1|27|7|-|38| |Investments|-|-|-|-|-|-| | |12|10,141|149|644|-|10,945| Unconsolidated Financial Statements I 215 # Annual Report 2017-18 # Notes forming part of the Financial Statements # As at March 31, 2017 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited|Other related parties|Total| |---|---|---|---|---|---|---| |Trade receivables (net)|1|9,890|128|626|-|10,645| |Loans, other financial assets and other assets|3|1|26|14|-|44| |Investments|-|-|19|-|-|19| | |4|9,891|173|640|-|10,707| # Balances payable to related parties are as follows: # As at March 31, 2018 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited|Other related parties|Total| |---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|90|2,006|22|203|-|2,321| |Guarantees and commitments|-|4,343|-|-|-|4,343| | |90|6,349|22|203|-|6,664| # As at March 31, 2017 | |Tata Sons Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Limited|Associates / Joint ventures of Tata Sons Limited|Other related parties|Total| |---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|82|1,653|25|150|-|1,910| |Guarantees and commitments|-|2,127|24|71|-|2,222| | |82|3,780|49|221|-|4,132| Refer consolidated financial statements for list of related parties where control exists. # Notes forming part of the Financial Statements # Compensation to key management personnel is as follows: | |(` crores)|Year ended March 31, 2018|Year ended March 31, 2017| |---|---|---|---| |Short-term benefits| |27|46| |Dividend paid during the year| |1|1| |Total| |28|47| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. # Subsequent events # Dividends Dividends paid during the year ended March 31, 2018 include an amount of ` 27.50 per equity share towards final dividend for the year ended March 31, 2017 and an amount of ` 21 per equity share towards interim dividend for the year ended March 31, 2018."
+"Dividends paid during the year ended March 31, 2017 include an amount of ` 27 per equity share towards final dividend for the year ended March 31, 2016 and an amount of ` 19.50 per equity share towards interim dividend for the year ended March 31, 2017. Dividends declared by the Company are based on the profit available for distribution. Distribution of dividend out of general reserve and Retained earnings is subject to applicable dividend distribution tax. On April 19, 2018, the Board of Directors of the Company have proposed a final dividend of ` 29 per share in respect of the year ended March 31, 2018 subject to the approval of shareholders at the Annual General Meeting. # Bonus issue The Board of Directors at its meeting held on April 19, 2018, approved a bonus issue of equity shares, subject to the approval of the shareholders, in the ratio of one equity share of ` 1 each for every one equity share of the Company held by the shareholders as on a record date to be fixed later for this purpose. File: AR_TCS_2017_2018.md # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 # Annual Report 2017-18 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APTOnline Limited|August 9, 2004|April 1, 2017|March 31, 2018|INR|1.000000|2|76|169|91|15|144|37|13|24|12|89%|India| |2|MP Online Limited|September 8, 2006|April 1, 2017|March 31, 2018|INR|1.000000|1|85|113|27|44|105|34|12|22|11|89%|India| |3|C-Edge Technologies Limited|January 19, 2006|April 1, 2017|March 31, 2018|INR|1.000000|10|156|233|67|-|257|83|28|55|25|51%|India| |4|MahaOnline Limited|September 23, 2010|April 1, 2017|March 31, 2018|INR|1.000000|3|56|150|91|-|104|23|8|15|7|74%|India| |5|CMC Americas, Inc.|August 9, 2004|April 1, 2017|March 31, 2018|USD|65.037500|10|60|163|93|-|254|53|17|36|-|100%|USA| |6|CMC eBiz, Inc.|January 27, 2011|April 1, 2017|March 31, 2018|USD|65.037500|-|-|-|-|-|-|-|-|-|-|100%|USA| |7|TCS e-Serve International Limited|December 31, 2008|April 1, 2017|March 31, 2018|INR|1.000000|10|196|791|585|64|157|68|24|44|-|100%|India| |8|TCS e-Serve America, Inc.|February 10, 2009|April 1, 2017|March 31, 2018|USD|65.037500|2|21|65|42|-|178|15|-|15|-|100%|USA| |9|Diligenta Limited|August 23, 2005|April 1, 2017|March 31, 2018|GBP|92.210180|9|726|1,114|379|470|1,756|70|15|55|-|100%|UK| |10|Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2017|March 31, 2018|CAD|50.412759|36|593|1,288|659|-|4,287|378|101|277|-|100%|Canada| |11|Tata America International Corporation|August 9, 2004|April 1, 2017|March 31, 2018|USD|65.037500|1|3,149|11,631|8,481|49|53,314|1,296|504|792|-|100%|USA| |12|Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2017|March 31, 2018|USD|65.037500|29|452|884|403|491|1,624|191|15|176|-|100%|Singapore| |13|Tata Consultancy Services (China) Co., Ltd.|November 16, 2006|January 1, 2017|December 31, 2017|CNY|10.339332|209|(65)|252|108|-|558|(51)|(1)|(50)|-|93.20%|China| |14|Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2017|March 31, 2018|JPY|0.615681|266|724|1,907|917|-|4,048|190|63|127|-|51%|Japan| |15|Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2017|March 31, 2018|MYR|16.830780|3|126|205|76|-|506|37|14|23|-|100%|Malaysia| |16|PT Tata Consultancy Services Indonesia|October 5, 2006|April 1, 2017|March 31, 2018|IDR|0.004725|-|29|42|13|-|67|20|5|15|-|100%|Indonesia| |17|Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2017|March 31, 2018|PHP|1.242668|(34)|197|238|75|-|436|26|1|25|-|100%|Philippines| |18|Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2017|March 31, 2018|THB|2.082066|2|18|24|4|-|39|7|1|6|-|100%|Thailand| |19|Tata Consultancy Services Belgium|August 9, 2004|April 1, 2017|March 31, 2018|EUR|80.626966|2|270|510|238|-|1,455|154|57|97|-|100%|Belgium| |20|Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2017|March 31, 2018|EUR|80.626966|1|318|1,252|933|-|3,461|252|81|171|-|100%|Germany| |21|Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2017|March 31, 2018|SEK|7.843876|-|463|1,050|587|-|2,382|168|39|129|-|100%|Sweden| |22|Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2017|March 31, 2018|EUR|80.626966|532|2,005|3,075|538|1,546|3,693|877|150|727|-|100%|Netherlands| |23|TCS Italia s.r.l.|August 9, 2004|April 1, 2017|March 31, 2018|EUR|80.626966|18|(7)|171|160|-|356|16|9|7|-|100%|Italy| |24|Tata Consultancy Services Luxembourg S.A.|October 28, 2005|April 1, 2017|March 31, 2018|EUR|80.626966|45|21|109|43|-|170|22|9|13|-|100%|Capellen (G.D. de Luxembourg)| |25|Tata Consultancy Services Switzerland Ltd|October 31, 2006|April 1, 2017|March 31, 2018|CHF|68.417315|10|292|697|395|-|1,782|309|24|285|-|100%|Switzerland| |26|Tata Consultancy Services Osterreich GmbH|March 9, 2012|April 1, 2017|March 31, 2018|EUR|80.626966|-|1|17|16|-|30|(4)|-|(4)|-|100%|Austria| |27|Tata Consultancy Services Danmark ApS|March 16, 2012|April 1, 2017|March 31, 2018|DKK|10.821367|1|2|7|4|-|13|-|-|-|-|100%|Denmark| |28|Tata Consultancy Services De Espana S.A.|August 9, 2004|April 1, 2017|March 31, 2018|EUR|80.626966|-|21|154|133|-|255|7|3|4|-|100%|Spain| |29|Tata Consultancy Services (Portugal) Unipessoal, Limitada|July 4, 2005|April 1, 2017|March 31, 2018|EUR|80.626966|-|(8)|16|24|-|27|7|1|6|-|100%|Portugal| |30|Tata Consultancy Services France SA (Formerly Alti S.A.)|June 28, 2013|April 1, 2017|March 31, 2018|EUR|80.626966|4|(347)|864|1,207|-|1,552|(55)|17|(72)|-|100%|France| |31|Tata Consultancy Services Saudi Arabia|July 2, 2015|April 1, 2017|March 31, 2018|SAR|17.342871|7|98|176|71|-|347|74|12|62|-|76%|Saudi Arabia| |32|Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|April 1, 2017|March 31, 2018|ZAR|5.557146|8|52|60|-|59|-|16|-|16|-|100%|South Africa| |33|Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|April 1, 2017|March 31, 2018|ZAR|5.557146|10|79|444|355|-|854|52|15|37|-|100%|South Africa| |34|TCS FNS Pty Limited|October 17, 2005|April 1, 2017|March 31, 2018|AUD|49.838236|186|(41)|17|(128)|-|-|-|-|-|-|100%|Australia| |35|TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|January 1, 2017|December 31, 2017|CNY|10.339332|38|(28)|87|77|-|54|(21)|-|(21)|-|100%|China| |36|TCS Financial Solutions Australia Holdings Pty Limited|October 19, 2005|April 1, 2017|March 31, 2018|AUD|49.838236|69|(20)|49|-1|-|-|-|-|-|-|100%|Australia| |37|TCS Financial Solutions Australia Pty Limited|October 19, 2005|April 1, 2017|March 31, 2018|AUD|49.838236|-|123|221|98|36|53|34|2|32|-|100%|Australia| |38|TCS Iberoamerica S.A.|August 9, 2004|April 1, 2017|March 31, 2018|USD|65.037500|640|651|1,349|58|1,348|-|295|25|270|-|100%|Uruguay| |39|TCS Solution Center S.A.|August 9, 2004|April 1, 2017|March 31, 2018|UYU|2.296319|82|98|326|146|-|635|93|3|90|-|100%|Uruguay| # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |40|Tata Consultancy Services Argentina S.A.|August 9, 2004|April 1, 2017|March 31, 2018|ARS|3.226899|14|(58)|24|68|-|50|(16)|-|(16)|-|99.99%|Argentina| |41|Tata Consultancy Services Do Brasil Ltda|August 9, 2004|April 1, 2017|March 31, 2018|BRL|19.556033|344|(263)|265|184|-|505|16|5|11|-|100%|Brazil| |42|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2017|December 31, 2017|MXN|3.530464|1|678|918|239|-|1,947|384|114|270|-|100%|Mexico| |43|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2017|December 31, 2017|CLP|0.107216|182|372|643|89|72|470|(5)|(2)|(3)|-|100%|Chile| |44|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2017|December 31, 2017|CLP|0.107216|164|185|372|23|344|31|173|-|173|-|100%|Chile| |45|TATASOLUTION CENTER S.A.|December 28, 2006|January 1, 2017|December 31, 2017|USD|65.037500|20|43|185|122|-|553|7|9|(2)|-|100%|Ecuador| |46|TCS Uruguay S.A.|January 1, 2010|April 1, 2017|March 31, 2018|UYU|2.296319|-|36|71|35|-|164|6|1|5|-|100%|Uruguay| |47|MGDC S.C.|January 1, 2010|January 1, 2017|December 31, 2017|MXN|3.530464|-|125|252|127|-|1,025|44|42|2|-|100%|Mexico| |48|Technology Outsourcing S.A.C.|October 30, 2015|January 1, 2017|December 31, 2017|PEN|20.154168|11|(4)|23|16|-|88|-|-|-|-|100%|Peru| |49|Tata Consultancy Services Qatar S.S.C.|December 20, 2011|April 1, 2017|March 31, 2018|QAR|17.769809|4|28|53|21|-|112|12|1|11|-|100%|Qatar| |50|TCS Foundation|March 25, 2015|April 1, 2017|March 31, 2018|INR|1.000000|1|636|640|3|29|-|137|-|137|-|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2018 2. Proposed Dividend includes dividend proposed during the year but not paid 3. Alti S.A. was renamed as Tata Consultancy Services France SA 4. Alti HR S.A.S. was merged with Tata Consultancy Services France SA (Formerly Alti S.A.) w.e.f. April 1, 2017 5. Tescom (France) Software Systems Testing S.A.R.L. was merged with Tata Consultancy Services France SA (Formerly Alti S.A.) w.e.f. April 1, 2017 6. Alti Switzerland S.A. was merged with Tata Consultancy Services Switzerland Ltd. w.e.f. October 1, 2017 7. Alti Infrastructures Systemes & Reseaux S.A.S. was merged with Tata Consultancy Services France SA (Formerly Alti S.A.) w.e.f. April 1, 2017 8. Alti NV was merged with Tata Consultancy Services Belgium S.A. w.e.f. October 1, 2017 9. Teamlink was liquidated w.e.f. January 31, 2018 10. Planaxis Technologies Inc. was liquidated w.e.f. March 31, 2018 11. Tata Consultancy Services France S.A.S. was merged with Tata Consultancy Services France SA (Formerly Alti S.A.) w.e.f. April 1, 2017 12. Tata Consultancy Services Belgium S.A. was renamed as Tata Consultancy Services Belgium # For and on behalf of the Board N. Chandrasekaran Rajesh Gopinathan V. Ramakrishnan N. Ganpathy Subramaniam Dr. Ron Sommer Aman Mehta Chairman CEO and Managing Director CFO COO and Executive Director Director Director Aarthi Subramanian Dr. Pradeep Kumar Khosla O. P. Bhatt Prof. Clayton M. Christensen Rajendra Moholkar V. Thyagarajan Director Director Director Director Company Secretary Director # Glossary ADM See Application Development and Maintenance Agile Traditional methods of software development, which work in phases and are milestone focused, make it hard to keep up with today's time-to-market demands. Agile represents a new way of working to build and deliver software. It is an interactive approach that allows enterprises to develop software incrementally and faster. TCS is pioneering the location independent model of Agile, that allows for deployment at scale, and helps customers whose own organizations are globally distributed to execute large transformational programs quickly while ensuring stability and quality. AI See Artificial Intelligence Amortisation Amortisation is an accounting concept similar to depreciation, but used to measure the consumption of intangible assets such as, acquired customer relationships and contracts, etc. Analytics In the enterprise context, this is the discovery, interpretation, and communication of meaningful patterns in business data to predict and improve business performance. APAC Acronym for Asia Pacific. API See Application Programming Interface. APIfication The process of exposing a discrete business function or data within an enterprise's systems through APIs. Application Development and Maintenance Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software over its lifetime. Application Programming Interface APIs are a set of easily accessible protocols for communication between various software components. AR See Augmented Reality. Artificial Intelligence AI is technology that appears to emulate human performance typically by learning, coming to its own conclusions, appearing to understand complex content, engaging in natural dialogs with people, augmenting human effort or replacing people on execution of non-routine tasks. Also known as Cognitive Computing. Asset Leveraged Solutions Software solutions delivered by leveraging TCS' IP / frameworks or software products. Assurance Services Quality Assurance and Engineering Services encompassing business requirements validation, static and functional testing, non-functional testing including performance engineering, user experience, security and test automation. Attrition This measures what portion of the workforce left the organization (voluntarily or involuntarily) in a certain period. Attrition looks at employee departures over the last 12 months (LTM). The formula is: Total number of departures in the LTM / closing headcount."
+"Augmented Reality Augmented Reality is a technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction. # Glossary # Automation Automation is the execution of work by machines in accordance with rules that have either been explicitly coded by a human or 'learned' by the machine through pattern recognition of data. # Basis Point A basis point is one hundredth of a percentage point, that is, 0.01%. # Bp See Basis Point. # BFSI Acronym for Banking, Financial Services and Insurance. # Big Data Big Data is high volume, high velocity, and/or high variety information assets that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization. # Blockchain Blockchain is a distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision. # BPaaS See Business Process as a Service. # BPS See Business Process Services. # Business 4.0 Business 4.0 is TCS' thought leadership framework that helps enterprises leverage technology to further their growth and transformation agenda. Successful enterprises in the Business 4.0 epoch are ones which use technology to deliver mass personalization, leverage ecosystems, embrace risk and create exponential value. Such enterprises are agile, intelligent, automated and on the cloud. # Business Process as a Service BPaaS refers to the delivery of BPS over a cloud computing model. Whereas the aim of traditional BPS is to reduce labor costs, BPaaS reduces labor count through increased automation, thereby cutting costs in the process. The pricing models are consumption-based or subscription-based commercial terms. As a cloud service, the BPaaS model is accessed via Internet-based technologies. # Business Process Services Designing, enabling, and executing business operations including data management, analytics, interactions and experience management. # Buy-back Buy-Back is a corporate action in which a company buys back its shares from the existing shareholders and subsequently extinguishes them. The number of shares outstanding in the market correspondingly reduces. # CAGR See Compounded Annual Growth Rate. # CBO See Cognitive Business Operations. # CC See Constant Currency. # Chatbots Chatbots are computer programs designed to simulate conversation with human users, especially over the internet. They are typically used in dialog systems for various practical purposes like customer service or information acquisition. # Cloud See Cloud Computing. # Cloud Computing Cloud computing is the delivery of easily provisionable computing resources - servers, storage, databases, networking, software, analytics and more - over the Internet, consumed on a pay-as-you-go basis. # CMT Acronym for Communication, Media and Technology. # Cognitive Business Operations CBO refers to TCS' integrated offering consisting of BPS and IT IS, where TCS takes responsibility for the process outcomes, and uses cognitive automation to deliver superior outcomes. # Cognitive Computing See Artificial Intelligence. # COIN See Co-Innovation Network. # Annual Report 2017-18 # Co-Innovation Network TCS uses COIN to harness the innovation taking place within the start-up ecosystem, including venture capitalists and academia globally, and incorporating them into innovative solutions for customers. # Compounded Annual Growth Rate CAGR is a useful measure of growth over multiple time periods. It can be thought of as the growth rate between any two points in time, assuming that the metric has been compounding during that period. # Constant Currency Restating the current period's transactions in the reporting currency using the exchange rates of other currencies to reporting currency of a prior period. Eliminating the impact of movement in exchange rates over two periods provides a better basis for analyzing performance over periods. At TCS, revenue and profit performance are discussed in constant currency while analyzing performance. # Core Banking System Core banking system is a back-end system that processes daily banking transactions and posts updates to accounts and other financial records. Core banking systems typically include deposit, loan and credit processing capabilities, with interfaces to general ledger systems and reporting tools. # Cyber Security Cybersecurity is the body of technologies, processes and practices designed to protect networks, computers, programs and data from attack, damage or unauthorized access. In a computing context, security includes both cybersecurity and physical security. # Days' Sales Outstanding Days' Sales Outstanding is a popular way of depicting the Trade Receivable relative to the company's Revenue. (DSO = Trade Receivable * 365 / Revenue) # Dedicated servers Dedicated servers are geared toward single tenants. Typically, companies with business-critical operations that demand high performance plus strict regulatory compliance rely on dedicated servers."
+"# Depreciation Depreciation is a method of allocating the cost of a tangible long-term asset over its useful life. It is a non-cash accounting entry found in the statement of profit and loss. # DevOps Traditional methods of software development, which work in phases and are milestone focused, make it hard to keep up with today's time-to-market demands. DevOps represents a new way of working to build and deliver software. DevOps uses high levels of automation and tooling to rapidly deploy the software in production. DevOps, along with Agile has enabled TCS to achieve speed to market. # Digital Digital is a phrase used to represent new age technologies such as Social Media, Mobility, Analytics, Big Data, Cloud, Artificial Intelligence and Internet of Things. # Discretionary Spend Discretionary spend, also known as Change the Business (CTB) spend, is that portion of the IT budget which is used to fund projects that are not, strictly speaking, essential for day to day operations, but are more transformational in nature. In uncertain economic times, when businesses are forced to cut spends in response to decline in income, discretionary spend is often the first to be scrutinized. What is considered discretionary is subjective and may differ considerably amongst businesses. # Dividend Dividend is one form of distribution of profits earned by the Company and is usually declared as an amount per equity share held by the Shareholders. TCS has a policy of declaring quarterly interim dividends and the final dividend is approved by the shareholders in the Annual General Meeting. # Dividend Payout Ratio Dividend Payout Ratio is the ratio of the annual dividend paid (including dividend distribution tax) to the Net Income, usually expressed as a percentage. # Earnings per Share EPS for any period is the amount of that period's Net Income attributable to a single share after deducting any preference dividend and related taxes. EPS = [Net profit - Preference dividend if any] / Weighted average number of shares outstanding during the period. 222 I Glossary # Glossary # Effective Tax Rate ETR is the proportion of the Profit Before Taxes that is provided towards income taxes ETR = Provision for Taxes / Profit Before Taxes # Effort Effort is the work performed by an employee, measured by the time spent on various tasks as entered by the employee in a timesheet. The smallest measure of effort is a person-hour which is the work performed by one person for one hour. In very large projects which might entail a few hundred or even a few thousand team-members working over a long period, the effort measured in person-hours can become unwieldy so more convenient units such as person-days, person-weeks, person-months or person-years might be used. In every case, it refers to the work performed by one person for one unit of time. With greater use of automation, and newer contracting models, the link between revenue earned and effort expended is gradually weakening. # Engineering and Industrial Services Next Generation Product Engineering, Manufacturing Operations Transformation, Services Transformation, Embedded software and Internet of Things # Enterprise Solutions and Consulting Business and technology consulting, design, architecture, implementation, and support services on Enterprise Application platforms covering the front, middle, and back-office applications such as Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), Supply Chain, Content Management etc., on-premise, cloud and other digital platforms # EPS See Earnings Per Share # ETR See Effective Tax rate # Fixed Price Contracts This is a form of services contract where the vendor takes a turnkey responsibility for delivering a solution for a certain price and within a mutually agreed timeframe. The customer is billed on completion of key project milestones and related deliverables. This arrangement gives the vendor considerable flexibility in the staffing and execution of the project. On the other hand, it also means bearing the project risk. # Fair Value The fair value of a financial asset or liability is the price that would be received on selling an asset or paid on transferring a liability in an orderly transaction between market participants at the measurement date. # Forward Contract A Forward Contract is a hedging instrument wherein two parties agree to buy or sell a particular currency at a pre-determined rate (OR Forward Currency rate) on a specific future date. For e.g. TCS enters into a forward contract to sell USD 1mn after 3 months @ `68."
+"Irrespective of the prevailing USDINR spot rate, TCS will be obliged to sell USD 1mn @ `68 at the end of 3 months. # Gamification Gamification is the process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation. # Hybrid Cloud A hybrid cloud combines private clouds, public clouds and single-tenant dedicated servers. The private cloud offers advanced security, the public cloud provides scalability, and the single-tenant dedicated servers offer superior performance for applications that require it. # IT IS See IT Infrastructure Services # IT Infrastructure Services Technical consulting, remote infrastructure management, hosting, process and tools optimization, and technical transformation of the enterprise IT infrastructure to a future proof hybrid cloud model. # IaaS See Infrastructure as a Service # Infrastructure as a Service IaaS is a method of delivering computing, storage, networking and other capabilities via the Internet. IaaS enables companies to utilize web-based operating systems, applications and storage without having to purchase, manage and support the underlying cloud infrastructure. # IoT See Internet of Things # Annual Report 2017-18 # Internet of Things IoT is a network of interconnected machines or devices which are embedded with sensors, software, network connectivity, and necessary electronics to generate and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines / devices. # Invested Funds Invested funds are funds that are highly liquid in nature, and can be readily converted into cash. Invested Funds = Cash and Bank Balances + Investments + Deposits with Banks + Inter corporate Deposits # KMP See Key Managerial Personnel # Key Managerial Personnel KMP at TCS refers to the Chief Executive Officer and Managing Director, Chief Operating Officer, Chief Financial Officer, Global Head - Human Resources and the Company Secretary. Please refer to the Company's policy on KMP: http://www.tcs.com/ir-corporate-governance # LatAm Acronym for Latin America Geography # Machine Learning Machine learning is a type of artificial intelligence that provides computers with the ability to learn without being explicitly programmed. # Market Capitalization Total market value of all of a company's outstanding equity shares. Market Cap = Last Trading Price * Total number of outstanding shares # MEA Acronym for Middle East and Africa Geography # Mobility Mobility means information, convenience, and social media all combined together, and made available across a variety of screen sizes and devices. # Non controlling Interest Non controlling Interest is the share of the consolidated profits attributable to interests of the non-controlling ownership in the subsidiaries. # Non-discretionary Spend Non-Discretionary spend, also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected. # PaaS See Platform as a Service # Platform as a Service PaaS, is a category of cloud computing that provides a platform and environment to allow developers to build applications and services over the internet. PaaS services are hosted in the cloud and accessed by users simply via their web browser. # Personalization Segmentation and responding to individual transactions, customised for a single customer in a single instance. # Pricing This is the price charged to the customer per unit of effort. In Time and Material contracts, pricing is the billing rate for a unit of effort (usually measured in person-hours). In Fixed Price contracts, pricing is the total sum the customer is expected to pay for the turnkey solution delivered. Some use this term interchangeably (and somewhat inaccurately) with the average revenue realized by the company per unit of effort. See Realization. # Private Cloud A private cloud offers the agility, scalability and efficiency of the public cloud, with the greater levels of control and security of a single-tenant, dedicated server environment. It can be hosted on-site at your own data center or at a service provider's data center. When securing your business data or regulatory compliance is paramount, it's an ideal choice. # Public Cloud Public cloud provides easy access to IT resources as you need them and when you need them, reducing the cost and burden of ongoing hardware and datacenter management. A public cloud has multiple tenants and offers pay-as-you-go scalability. It's well suited for websites with public-facing operations and unpredictable or heavy traffic. 224 I Glossary # Glossary # Realization This is the revenue received by the company per unit of effort expended."
+"TCS reports the year on year change in realization (in percentage terms) after removing any impact of changes in currency exchange rates. Billing rates vary depending on what service is offered and in which country, so it is important to note that increases or decreases in realization could be because of changes in the underlying business or geographic mix and not necessarily because of a change in pricing. Also, realization doesn't take into account the costs and therefore higher realization is not necessarily better or more profitable. # Related Party Transactions Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged. Please refer the Company's policy on Related Party Transactions: http://www.tcs.com/ir-corporate-governance # Revenue Revenue is the income earned by the company from operations by providing IT & consulting services, software licenses, and hardware equipment to customers. # RPA See Robotic Process Automation. # Robotic Process Automation RPA is the use of software with artificial intelligence (AI) and machine learning capabilities to handle high-volume, repeatable tasks that previously required humans to perform. These tasks can include queries, calculations and maintenance of records and transactions. # SMB See Small and Mid-sized Businesses. # SEZ See Special Economic Zone. # Simplification Simplification is the term used to describe the rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers. The primary purpose is to shrink the IT footprint and make operations leaner and more efficient. # Small and Mid-sized Businesses SMB is a business which, due to its size, has different IT requirements--and often faces different IT challenges--than large enterprises, and whose IT resources (usually budget and staff) are often highly constrained. # Social Media Social media is an online environment where content is created, consumed, promoted, distributed, discovered or shared for purposes that are primarily related to communities and social activities rather than to functional, task-oriented objectives. ""Media,"" in this context, represents an environment characterized by storage and transmission, while ""social"" describes the distinct way these messages propagate in a one-to-many or many-to-many fashion. # Special Economic Zone SEZ in India were developed as areas in which business and trade laws are different from the rest of the country offering them various benefits and tax breaks with the objective of promoting exports from the country, increase trade, and investment, and help in job creation. # STEM STEM is an acronym for education in the fields of science, technology, engineering and math. # Trade Receivable File: AR_TCS_2017_2018.md This is the sum of all the invoices outstanding at the end of the period. To get a complete picture of the total outstanding, one can also add the Unbilled Revenues where invoices are yet to be raised for services already delivered and subtract the Unearned Revenues where invoices have been raised for services that are yet to be delivered. Trade Receivable is normally viewed in proportion to the size of the organization's revenue and so it is expressed as Days' Sales Outstanding or DSO. # T&M See Time and Materials Contracts. # Time and Material Contracts This is a form of services contract where the customer is billed for the time (hours, days, weeks, etc) logged by the project team members. In other words, the customer is billed for the effort rather than for the outcomes. Project risk is borne by the customer. This is in contrast to Fixed Price Contracts. # Turnkey Contracts See Fixed Price Contracts. # Annual Report 2017-18 # Glossary |UBR|See Unbilled Revenue| |---|---| |Unbilled Revenue|UBR is revenue that is yet to be invoiced for services already delivered. Typically invoicing in turnkey projects are tied to achieving agreed milestones. UBR arises when the efforts are expended during the course of achieving such milestones and when the contract provides for right to receive payment for effort expended until the milestone is achieved. This is the opposite of Unearned Revenue.| |UER|See Unearned Revenue| |Unearned Revenue|UER is invoice raised in advance for services yet to be delivered. In other words, it is the amount that has been invoiced although the underlying effort is yet to be expended. Unearned revenue is the opposite of Unbilled Revenue.| |VR|See Virtual Reality| |Virtual Reality|VR is an artificial, computer-generated simulation or recreation of a real life environment or situation."
+"It engages users by offering simulated reality experiences firsthand, primarily by stimulating their vision and hearing.| |Virtualization|Virtualization is the abstraction of IT resources - like a server, client, storage or network - that masks the physical nature and boundaries of those resources from the users of those resources.| |Volume|Volume in any period is the Effort expended and the quantum of hardware equipment and software licenses sold in that period.| |Y-o-Y|Acronym for Year-on-Year| Disclaimer: This glossary is intended to help understand commonly used terms and phrases in this Report. The explanations are not intended to be technical definitions. If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail. 226 I Glossary # SHAREHOLDERS ARE REQUESTED TO SUBMIT THIS FORM TO THE DEPOSITORY PARTICIPANT To, (Name of the Depository Participant) _________________________________________ _________________________________________ _________________________________________ _________________________________________ # Updation of Shareholder Information I / We request you to record the following information against my /our Folio No. /DP ID /Client ID : # General Information: Folio No. /DP ID /Client ID : Name of the first named Shareholder: PAN: * CIN / Registration No.: * (applicable to Corporate Shareholders) Tel No. with STD Code: Mobile No.: Email Id: *Self attested copy of the document(s) enclosed # Bank Details: IFSC: (11 digit) MICR: (9 digit) Bank A/c Type: Bank A/c No.: * Name of the Bank: Bank Branch Address: * A blank cancelled cheque is enclosed to enable verification of bank details I /We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I /we would not hold the Company /RTA responsible. I/ We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I /We understand that the above details shall be maintained till I /we hold the securities under the above mentioned Folio No. /beneficiary account. Place : ______________________ Date : Signature of Sole /First holder I 227 # Annual Report 2017-18 # Notes Notes I 229 # Annual Report 2017-18 # Notes 230 I Notes # Notes Notes I 231 # Annual Report 2017-18 # Notes 232 I Notes # LEADERSHIP # With TRUST # TATA SINCE 1868 |656,973|CRORE| |---|---| |REVENUE|695,699| |'27,346cloht|3.98| |66""|150| |150|YEARS| From pioneering businesses, to pioneering welfare practices; to pioneering national institutions; the Tata Group remains committed to improving the lives of communities we serve globally based on leadership with trust. Hata tathcrot tata150.com # TATA CONSULTANCY SERVICES IT Services Business Solutions Consulting Tata Consultancy Services Limited gth Floor Nirmal Building Nariman Point Mumbai 400 021 www.tcs.com # Corporate Identity Number (CIN): L22210MH1995PLC084781 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Phone: 91 22 6778 9595 E-mail: investor.relations@tcs.com Website: www.tcs.com # ATTENDANCE SLIP (To be presented at the entrance) I/We hereby record my/our presence at the twenty-third Annual General Meeting of the Company to be held on Friday, June 15, 2018 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. Folio No./DP ID No./Client ID No. ____________________________________________________________________________________________________ Name of the Member_________________________________________________________________ Name of the Proxyholder______________________________________________________________ 1. Only Member/Proxyholder can attend the Meeting. 2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting. Signature ___________________________________ Signature ___________________________________ # Corporate Identity Number (CIN): L22210MH1995PLC084781 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Phone: 91 22 6778 9595 E-mail: investor.relations@tcs.com Website: www.tcs.com # PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s) : ............................................................................................................................................................................................. Registered address : ............................................................................................................................................................................................. E-mail Id : ............................................................................ Folio No./DP ID No. /Client ID No. ....................................................... I/We, being the member(s) of Tata Consultancy Services Limited, holding .................................... shares, hereby appoint 1. Name: ………………………...................................................................................... E-mail Id: .............................................................................. 2. Address: ................................................................................................................... .................................................................................................................................. Signature: ……………........................................................... or failing him/her 3. Name: ………………………...................................................................................... E-mail Id: .............................................................................. 4. Address: ................................................................................................................... .................................................................................................................................. Signature: ……………........................................................... or failing him/her 5. Name: ………………………...................................................................................... E-mail Id: .............................................................................. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the twenty-third Annual General Meeting of the Company to be held on Friday, June 15, 2018 at 3.30 p.m."
+"at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 and at any adjournment thereof in respect of such Resolutions as are indicated below: |Resolution No.|Resolution|For|Against| |---|---|---|---| |1.|To receive, consider and adopt:| | | | |a. the Audited Financial Statements of the Company for the financial year ended March 31, 2018, together with the Reports of the Board of Directors and the Auditors thereon;| | | | |b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2018, together with the Report of the Auditors thereon.| | | |2.|To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2017 -18.| | | |3.|To appoint a Director in place of Mr. N. Chandrasekaran (DIN 00121863), who retires by rotation and, being eligible, offers himself for re-appointment.| | | |4.|Ratification of appointment of Auditors.| | | |5.|Appointment of Ms. Aarthi Subramanian as a Director.| | | |6.|Appointment of Dr. Pradeep Kumar Khosla as an Independent Director.| | | |7.|Appointment of Branch Auditors.| | | Signed this ……....… day of …………........……. 2018 Affix Revenue Stamp Signature of Shareholder...................................................................... Signature of Proxyholder(s).......................................................... Stamp # NOTES: 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, not less than 48 hours before commencement of the Meeting. 2. Those Members who have multiple folios with different jointholders may use copies of this Attendance Slip/Proxy Form. File: AR_TCS_2018_2019.md # TCS/SE/3312019-20 May 16, 2019 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, Mumbai-400051 P. J. Towers, Dalal Street, Mumbai-400001 Symbol: TCS Scrip Code No. 532540 # Sub: Annual General Meeting - Annual Report 2018-19 and Intimation of Record Date Dear Sirs, The twenty-fourth Annual General Meeting ('AGM') of the Company will be held on Thursday, June 13, 2019 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2018-19 which is being despatched / sent to the members by the permitted mode(s). The Directors have recommended a final dividend of ₹18 per equity share of ₹1 each of the Company for approval by the shareholders at the AGM. Pursuant to Regulation 42 of the SEBI Listing Regulations, the Company has fixed Thursday, June 6, 2019 as the Record Date for determining entitlement of members to final dividend for the financial year ended March 31, 2019. If the final dividend as recommended by the Board of Directors is approved at the AGM, payment of such dividend will be made on Monday, June 17, 2019 as under: a) to all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited and the Central Depository Services (India) Limited as of the close of business hours on Thursday, June 6, 2019; TATA CONSULTANCY SERVICES Tata Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 e-mail: corporate.office@tcs.com website: www.tcs.com Registered Office: 9th Floor Nirmal Building Nariman Point Mumbai 400 021. Corporate Identification No. (CIN): L22210MH1995PLC084781 b) to all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, June 6, 2019. The Annual Report containing the Notice is also uploaded on the Company's website https://on.tcs.com/Annual-Report-2019. Thanking you, Yours faithfully, For Tata Consultancy Services Limited Rajendra Moholkar Company Secretary cc: |1. National Securities Depository Limited|2. Central Depository Services (India) Limited| |---|---| |Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013|Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai 400 013| |3. TSR Darashaw Limited| | |G10 Haji Moosa Patrawalla Industrial Estate, 20, Dr. E."
+"Moses Road, Mahalaxmi, Mumbai 400 011| | # TATA CONSULTANCY SERVICES # Annual Report 2018-19 # GROWTH AND TRANSFORMATION WITH BUSINESS 4.0TM # TCS TCS is an IT services, consulting and business solutions provider that has been partnering with the world's largest businesses in their transformation journeys for the last fifty years. TCS offers a consulting-led, cognitive powered, integrated portfolio of business, technology and engineering services and solutions. This is delivered through its unique, Location Independent Agile delivery model, a benchmark of excellence in software development. A part of the Tata group, India's largest multinational business group, TCS has over 420,000 of the world's best-trained consultants in 50 countries. The company generated consolidated revenues of US $20 billion for the year ended March 31, 2019 and is listed on the BSE (formerly Bombay Stock Exchange) and the NSE (National Stock Exchange) in India. TCS' proactive stance on climate change and award winning work with communities across the world have earned it a place in leading sustainability indices such as the Dow Jones Sustainability Index (DJSI), MSCI Global Sustainability Index and the FTSE4Good Emerging Index. # Theme In last year's report (theme: Dawn of Business 4.0), we had discussed the Business 4.0TM thought leadership framework, its attributes, the enabling technologies and the investments TCS had made over the years, that have positioned us very well to partner customers in their transformation journeys. This year's theme is Growth and Transformation with Business 4.0. In the ensuing pages, we explore how customers are embracing the Business 4.0 thought leadership framework, the nature of their growth and transformation initiatives, the role of enterprise agile, and how our participation in those programs is transforming our own business, and powering our longer term growth. # Recent Annual Report themes |FY 2018|FY 2017|FY 2016|FY 2015|FY 2014| |---|---|---|---|---| |Dawn of Business 4.0|Reimagining the Enterprise|Shaping the Future|Default is Digital|One TCS| The Annual General Meeting will be held on Thursday, June 13, 2019 at Birla Matushri Sabhagar, Sir V.T. Marg, New Marine Lines, Mumbai 400 020, at 3:30 p.m. Towards preserving our environment, printed copies of the Annual Report will not be distributed at the Annual General Meeting. # Contents |Board of Directors|02|Consolidated Financial Statements| |---|---|---| |Management team|03|Independent Auditors' Report| |Letter from the Chairman|04|Consolidated Balance Sheet| |Letter from the CEO|06|Consolidated Statement of Profit and Loss| |Performance Highlights|09|Consolidated Statement of Changes in Equity| |The Year Gone by|10|Consolidated Statement of Cash Flows| |Business 4.0TM Adoption and Impact|13|Notes forming part of the Consolidated Financial Statements| |Thematic Section| |Unconsolidated Financial Statements| |Panel Discussion: N G Subramaniam, V Ramakrishnan and Krishnan Ramanujam|14|Independent Auditors' Report| |Business 4.0 Story: KLM|17|Balance Sheet| |Business 4.0 Story: AGL|18|Statement of Profit and Loss| |Business 4.0 Story: Bayer|19|Statement of Changes in Equity| |Q&A: S Sukanya|20|Statement of Cash Flows| |Business 4.0 Story: Home Depot|22|Notes forming part of the Financial Statements| |Business 4.0 Story: Nissan|23|Statement under section 129 of the Companies Act, 2013 relating to Subsidiary Companies| |Business 4.0 Story: Financial Inclusion|24|Glossary| |Notice|25| | |Directors' Report|36| | |Management Discussion and Analysis|61| | |Corporate Governance Report|76| | |Corporate Sustainability Report|94| | |Business Responsibility Report|100| | |Awards and Accolades|105| | # TCS' Business 4.0TM Thought Leadership Framework # Delivering # Mass Personalization Embracing greater segmentation and responding to individual transactions, customized for a single customer in a single instance. # Creating Exponential Value Creating true value propositions that deliver on customer demands for the best products, world class services, instantaneous delivery, and incredible price points. # Agile Leveraging Ecosystems rapidly tapping into the capabilities and resources of partners and competitors through technology platforms, to influence their entire value and supply chains. # Automated Embracing Risk responding to threats and delivering new capabilities much faster, by changing the traditional risk mitigation mindset to that of embracing risk and adapting and transforming continuously."
+"# Intelligent # Board of Directors |O P Bhatt|Hanne Birgitte Breinbjerg Sorensen| |---|---| |Dr Ron Sommer|Aman Mehta| |Don Callahan|Dr Pradeep Kumar Khosla| |Rajesh Gopinathan|N G Subramaniam| |Chief Executive Officer and Managing Director|Chief Operating Officer and Executive Director| |N Chandrasekaran|Keki M Mistry| |Chairman|Independent Director| # Management Team # Corporate |Rajesh Gopinathan|N G Subramaniam|V Ramakrishnan|Milind Lakkad| |---|---|---|---| |Chief Executive Officer and Managing Director|Chief Operating Officer and Executive Director|Chief Financial Officer|Global Head Human Resources| |Ravi Viswanathan|K Ananth Krishnan|Madhav Anchan|Rajendra Moholkar| |Chief Marketing Officer|Chief Technology Officer|General Counsel|Company Secretary| # Business Heads |Surya Kant|Krishnan Ramanujam|K Krithivasan|Shankar Narayanan| |---|---|---|---| |North America, UK and Europe|Business and Technology Services|Banking, Financial Services and Insurance|Retail, Travel and Consumer Products| |Kamal Bhadada|Debashis Ghosh|Susheel Vasudevan|Suresh Muthuswami| |Communication, Media and Information Services|Life Sciences, Healthcare and Public Services|Manufacturing and Utilities|BFSI Platforms| Management Team | 03 # Letter from the Chairman For a business that has navigated technology change over the last five decades, the ups and downs of short term economic cycles become insignificant blips in the broader sweep of history. Your Company has shown itself to be immensely entrepreneurial, agile, adaptive and innovative over the years, and these attributes will continue to serve it well in the years ahead. 04 | Letter from the Chairman Dear Stakeholder, I write this letter with a sense of pride about how well your Company performed this year, not just in financial terms, but also in terms of what we accomplished for customers, employees, shareholders and communities across the world. Your Company crossed two important milestones in FY 2019. Its annual revenue crossed the $20 billion figure, a 20-fold increase over the last 16 years. It also became the first Indian company to achieve a market capitalization of $100 billion in the last decade, and join the list of the Top 100 most valuable companies in the world. In my opinion, this market valuation is the outcome of a better appreciation of TCS' differentiated strategy, market success, capital allocation policy and most importantly, belief in your Company's ability to sustain its superior revenue growth and profitability in the longer term. Brands take a long time to build, and are an outcome of how we conduct ourselves with our stakeholders. Our values guide us in everything we do, and are core to the reputation for trust and integrity that we have built up over the decades. In FY 2019, your Company was named the fastest growing brand of the decade in IT services, and ranked among the top 3 IT services brands globally by brand value, in an independent brand value assessment. At a time when the world is wrestling with problems like climate change and socioeconomic inequities, corporations can and should play their part in shaping favorable outcomes. Sustainability, for us, has always been the entrepreneurial pursuit of economic opportunities while aligning the interests of the organization with those of all our stakeholders. Of course, one key enabler is the unique ownership structure which ensures that much of the shareholder value that TCS creates, automatically flows back to civic society through the sterling work undertaken by the various Tata trusts. In addition, your Company has been a force of good in communities across the world, investing in building digital talent, reducing the digital divide and resultant inequities, creating well-paying jobs that boost local economies, promoting health and wellness, and advocating responsible environmental stewardship. Your Company's structured corporate social responsibility initiatives offer volunteering opportunities to employees, helping them give back to their local communities and imbuing them with a higher sense of purpose. Globally, geopolitical events threaten to drag down major economies and disrupt global trade and commerce. At times like this, it is more important than ever, to stay close to the customer. In the last downturn, TCS' customer centric philosophy and modular organization structure allowed it to work closely with customers, and be agile in responding to their needs and reacting to events on the ground. Today, thanks to the differentiated capabilities that your Company steadily invested in building up over the last decade, and the innovative, business-centric solutions it is called upon by its customers to provide today, it is even more deeply embedded in their businesses, and is central to their growth and transformation initiatives. These deep relationships, the broad and diversified global footprint, spanning all major markets and industries, and its robust financials makes your Company's business very resilient and well positioned to weather any storms ahead."
+"For a business that has navigated technology change over the last five decades, the ups and downs of short term economic cycles become insignificant blips in the broader sweep of history. Your Company has shown itself to be immensely entrepreneurial, agile, adaptive and innovative over the years, and these attributes will continue to serve it well in the years ahead. As enterprises become more technology-defined, they need more than ever before, a partner like TCS, who understands their business very well and can bring to bear the power of new technologies to craft innovative solutions that give them the differentiation they need to thrive in a Business 4.0 world. The opportunities ahead are huge. By staying true to its mission and its values, and by continually investing in building newer capabilities, your Company is positioned well to become the foremost partner of choice to all forward thinking enterprises in their growth and transformation journeys. On behalf of the Board of Directors of Tata Consultancy Services, I want to thank you for your continued trust, confidence, and support. Warm regards, N Chandrasekaran Chairman Letter from the Chairman | 05 # Letter from the CEO Dear Stakeholder, Your Company had a standout year, crossing major milestones, and delivering outstanding financial performance in FY 2019. Our revenue was `146,463 crore, a growth of 19% over the prior year in Rupee terms, and 11.4% in constant currency terms. The growth was not only very strong, it was also very broad based, with all our major industry verticals and geographies growing very nicely. On a constant currency basis, we saw demand strengthen and growth accelerate right through the year in our Banking, Financial Services and Insurance vertical, clocking 7.7% growth for the full year, compared to 2.8% in the prior year. Likewise, our Retail cluster grew 12.1% in FY 2019 compared to 6.7% in the prior year. We continued to see strong revenue growth in our Energy and Utilities vertical which grew 19.9%, and our Life Sciences and Healthcare vertical which grew 15.3%. Our remaining three verticals -- Communications and Media, Manufacturing, and Technology and Services - grew 9.6%, 7.5%, and 6.1% respectively. All our major markets reported strong growth. Growth was led by UK and Continental Europe which grew 22% and 17.8% respectively. North America, our largest market, accounting for 51% of revenues, grew 8.3% (compared to 3.7% in the prior year). Asia Pacific grew 11.8% and other markets - LatAm, India and Middle East and Africa - collectively grew 4.3%. Our operating margin expanded 0.8% year on year, to 25.6%. Net profit was `31,472 crore, a net margin of 21.5%. Our cash conversion continues to be very strong, with free cash flow of `26,461 crore. The Board has recommended a final dividend of `18 for the year, bringing the total dividend for the year to `30 per share. In terms of actual payouts, your Company returned `29,148 crore to shareholders in FY 2019, `13,148 crore as dividends, and `16,000 crore through the share buyback, which is 110.2% of the free cash flow. # Driving Growth and Transformation Our strong performance is driven by two inter-related factors: the rapid mainstreaming of digital technologies, and our expanding participation in our customers' growth and transformation initiatives. Adoption of digital technologies such as cloud, mobile, IoT, analytics, machine learning, AI and automation has reached the inflexion point and is triggering large re-architecture programs. It is safe to say that this technology stack is now mainstream - and in fact, the default stack for all new investments today, obviating the need to specify that it is digital. Second, enterprises are reimagining multiple aspects of their business model, investing in technology-led product or service innovation, customer analytics and insights, and core transformation programs. These are large, multi-year engagements, large in scale and scope, and we are winning such deals by leveraging our thought leadership, our contextual knowledge, intellectual property and our ability to stitch together different capabilities from across TCS. Let me now cover some of the themes that shaped our performance. # Business 4.0™: Shaping the Agenda In September 2017, we unveiled our Business 4.0 thought leadership framework, identifying four key behaviors of successful organizations in the digital era: mass personalization, leveraging ecosystems, embracing risk and creating exponential value. Customers have responded very positively to this framework, embracing it to define their growth and transformation roadmaps. I am very happy to share with you that this framework is now validated by empirical data."
+"A survey we commissioned a few months ago found that over 90% of the 1200 enterprises polled had adopted at least one of the four Business 4.0 behaviors. More than 9% had adopted all four behaviors. These leaders are also at the forefront of adopting cutting edge technologies like AI and blockchain, and are seeing superior business outcomes, with six out of ten such organizations expecting double digit growth over the next three years. # Agile and MFDM™: Transformation's Yin and Yang Speed to market is critical to our customers' Business 4.0 transformation initiatives. To help give them that time to market advantage, we have reimagined the Agile methodology, freeing it from the constraints of co-location that historically limited its usage. Our unique, Location Independent Agile model is better suited for global organizations whose business teams are distributed across the world, and for whom co-location is impractical. It enables adoption of Agile at scale, and is winning us large transformational engagements. Today, we have an Agile footprint with over 500 customers and have executed over 6,000 Agile engagements. Increasingly, we are advocating an Enterprise Agile approach, applying Agile principles beyond IT projects, to all aspects of their business. It is a fundamentally different management method that empowers individuals, enables collaboration and harnesses the collective initiative and creativity of the workforce to help the business continuously innovate and create value at scale. # TCS' business resilience and longevity comes from its ability to stay abreast with technology change, continually investing in building capabilities on newer technologies, and creatively harnessing the power of those technologies in bespoke ways for our customers. As the rate of change of technology increases, our value to them will only increase. # Letter from the CEO | 07 # Letter from the CEO The other dimension of our strategy is what we call the Machine First™ Delivery Model or MFDMTM. This integrates analytics, AI, and automation technology deep within the enterprise to redefine how humans and machines can work together more effectively to deliver superior outcomes and at scale. These two dimensions go hand in hand. Human ingenuity, creativity and empathy are as important as machine-driven speed and scale in meeting the objectives of today's Business 4.0 transformation programs. By pioneering these novel delivery concepts, and investing in requisite enablers ahead of everyone else in the industry, we have strengthened our reputation as thought leaders and innovators. # Innovation is Key While the Business 4.0 framework provides a roadmap, business success depends on how well an enterprise innovates on the ground. Customers like Total and Newcrest are partnering us to set up dedicated innovation hubs, looking to harness the combinatorial power of IoT, analytics, machine learning and AI to enhance customer experiences, boost productivity and profitability, and establish competitive differentiation. Our participation in this strategically important spend is an outcome of significant investments in building differentiated capabilities, and enabled by the customer-centric organization structure that we adopted in 2008. The domain knowledge, customer-specific contextual knowledge and executive relationships that each business unit built up over the last decade have been critical to our success. We have also been systematically investing in research and innovation, and integrating that function into our business units. Our researchers take up promising themes in each industry, and collaborate with domain experts to build innovative solutions that we proactively showcase to customers at our innovation centers. On occasion, the outcome is intellectual property - accelerators, frameworks or products such as Optumera™, Quartz™ or ignio™ - which help customers digitally reimagine key elements of their business, reduce risk and gain speed to market. TCS partners with all the major technology providers to launch and jointly market industry-specific solutions that leverage our domain knowledge and their technology. We continue to invest in our Co-Innovation Network (COIN™), where we work with start-ups with promising new technologies. All these elements - our investments in research and innovation, the contextual knowledge, our portfolio of intellectual property, our Business 4.0 framework, Location Independent Agile and MFDM, are critical differentiators which have helped us gain significant market share and mind share. # Experience the Energy Our ability to come up with innovative ideas and solutions for our customers comes from the energy, talent and contextual knowledge of our youthful, diverse workforce. Our large scale investments in organic talent development initiatives are delivering industry leading learning outcomes. TCSers collectively logged 52 million learning hours in FY 2019, building deeper competencies in multiple technologies in pursuit of individual career aspirations."
+"To support our growth, we continue to tap into talent pools across the world and add to our ranks. In FY 2019, we added 29,287 employees on a net basis, bringing the total headcount at the end of the year to 424,285. The workforce has representation from 147 nationalities, with women making up 35.9% of the base. By creating a vibrant, enriching and fulfilling workplace, we have established an industry benchmark in talent management and retention. In FY 2019, our attrition rate in IT Services was 11.3%, the lowest in the industry. This year, we reimagined entry level hiring in India by holding the TCS National Qualifier Test on the iON™ Assessment platform. This democratizes the opportunity to pursue fast track careers in TCS for talented youth across the nation, regardless of where they study. The test attracted over 280,000 students from over 1800 colleges, across 100 cities. Besides benefiting students from outside our traditional catchment area, this gives us access to the most talented youngsters in the country. Our people-centric investments go beyond the boundaries of our organization, into communities across the world, where we support initiatives to bridge the digital divide, and encourage STEM education and careers. All these programs continue to scale up very well, and are benefiting hundreds of thousands of people across the world. Our purpose-driven worldview is shared by our employees who collectively racked up over 650,000 volunteering hours in FY 2019, for worthy social and environmental causes in their respective communities. # Looking Ahead Enterprises are increasingly embracing business models that are defined by technology, structurally driving up technology intensity across industries. This, as well as the greater leverage of technology for competitive differentiation, significantly increases the market opportunity for us. We are participating very well in this expanding opportunity, getting embedded deeper in our customers' business ecosystems, and becoming an industry staple. This is resulting in better visibility, predictability, and business sustainability, all of which create ever more value for our stakeholders in the longer term. TCS' business resilience and longevity comes from its ability to stay abreast with technology change, continually investing in building capabilities on newer technologies, and creatively harnessing the power of those technologies in bespoke ways for our customers. As the rate of change of technology increases, our value to them will only increase. We are at the start of an exciting journey ahead. I thank you for your continued support. Best regards, Rajesh Gopinathan Chief Executive Officer and Managing Director # Performance Highlights # Revenue Trend |` crore|FY15|FY16|FY17|FY18|FY19| | | | |---|---|---|---|---|---|---|---|---| | | | |146,463|123,104|117,966|108,646|94,648| | CAGR 12.4% # Client Metrics | |$100 Mn+ Clients|$50 Mn+ Clients| |---|---|---| |FY15|99|44| |FY16|97|37| |FY17|84|37| |FY18|73|35| |FY19|68|38| # Operating Profit Trend* | |FY15|FY16|FY17|FY18|FY19| |---|---|---|---|---|---| |Operating Profit|26.9%|26.5%|25.7%|24.8%|25.6%| # Employee Metrics | |FY15|FY16|FY17|FY18|FY19| |---|---|---|---|---|---| |Total Headcount|424k|395k|387k|354k| | |Attrition (IT Services)|14.7%|13.8%|11.0%|11.3%|10.5%| # Earnings Per Share* |Amount in `|FY15|FY16|FY17|FY18|FY19| | |---|---|---|---|---|---|---| |83.05| |66.71|67.10|61.59|55.94| | CAGR 11.2% # Cash Usage | |FY15|FY16|FY17|FY18|FY19| |---|---|---|---|---|---| |Shareholder Payouts|16,000|16,000| | | | |Invested Funds|11,071|10,206|8,922|11,377| | |Capex|20.6%| | | | | |Acquisitions, etc|70.8%| | | | | # Operating Cash Flow and Cash Conversion* |` crore|FY15|FY16|FY17|FY18|FY19| |---|---|---|---|---|---| |Operating Cash Flow|97.1%|88.4%|95.9%|78.7%|90.9%| # Shareholder Payouts | |FY15|FY16|FY17|FY18|FY19| |---|---|---|---|---|---| |Dividends| | | | | | |Shareholder Payout Ratio (including Special Dividend and Buyback)|106.0%|91.1%|92.6%| | | * The Company transitioned into Ind AS with effect from April 1, 2016. For FY 2015, the earnings per share (adjusted for bonus issue) and operating cash flow are based on Indian GAAP, whereas operating profit is based on IFRS accounts to provide easy comparison with the Ind AS numbers of subsequent periods. FY 2015 numbers exclude a one-time employee reward of `2,628 crores paid by the Company. Performance Highlights | 09 # The Year Gone by Asia Pacific, and Middle East, as Top Employer in 29 countries, and as #1 Top Employer in 16 countries including the US, UK, Germany, Netherlands, Australia and India. Gone by Named the fastest growing brand of the decade in IT services globally, and among the Top 3 brands in the sector, by Brand Finance. File: AR_TCS_2018_2019.md Played a leading role at the World Economic Forum's Annual Meeting at Davos; showcased how blockchain and AI are redefining the Business 4.0™ landscape; renewed our commitment to the reskilling revolution and for greater inclusiveness, and hosted the very popular reception under the TCS dome, bringing together leaders from business, government, academia, media and civil society, to deepen relationships and foster greater collaboration."
+"# Q4 Ranked #1 for customer satisfaction in Europe's largest independent survey of IT service providers, for the sixth consecutive year. Respondents gave TCS an overall satisfaction score of 79 percent, versus the industry average of 69 percent. In individual market rankings, TCS was placed first in the UK, Germany, the Nordics, Benelux and Switzerland. # S10 For the sixth year in a row, TCS has been ranked #1 for customer satisfaction in Europe. Certified as a Global Top Employer for the fourth consecutive year by the Top Employers Institute. The only one among the Top 10 IT services brands to get this recognition, TCS was ranked #1 Top Employer in North America, Europe. TCS hosted insightful sessions on topics such as Closing the Skills Gap and how blockchain and AI will redefine our lives. # Q3 Launched TCS Pace™, a new brand identity for our research, innovation and digital transformation services that are at the core of our customers' Business 4.0 journeys. On the ground, there will be TCS Pace Port™ hubs - the first of them in Tokyo, with flexible modular spaces featuring innovation showcases, TCS Think Spaces, academic research spaces, and Agile workspaces. TCS leadership team at the inauguration of the TCS Pace Port in Tokyo 10 | The Year Gone by # Transformed payments operations at MUFG Japan's largest bank, by consolidating its extensive multi-entity, multi-country, cross-border payment processing operations, which were running on disparate legacy systems, onto a Regional Payments Hub powered by TCS BaNCS for Payments. # Collaborated with Singapore Airlines to build the Intelligent Airline Operations Solution, to transform ground operations using digital technologies, improve operational efficiency and enrich customer experience. The solution utilizes TCS' new core, a cloud-ready, high speed messaging and data processing platform with machine learning capabilities and an advanced events engine. # Launched the Intelligent Power Plant Solution to help power generating utilities digitally transform their operations, by combining AI, IoT, and Digital Twin technologies to support critical power plant assets, enhance reliability, improve flexibility, cut emissions and reduce operating costs by 2-3 percent. # Partnered with SAP to build the Intelligent Rail Digital Maintenance solution, powered by SAP® Leonardo, to help rail customers digitally transform their businesses by preventing component failures, improving safety and extending the useful life of assets. # Expanded our 12-year old partnership with the Phoenix Group Europe's largest life and pensions consolidator, to move an additional 5.5 million policies onto the TCS BaNCS Insurance Platform. # Acquired W12 Studios an award-winning digital design studio based in London. With expertise in visual, interaction, motion, sonic and creative technology, W12 creates iconic experiences and products for leading global brands. # W12: Delivering Iconic Brand and Product Design Purchased select assets of BridgePoint Group, LLC, a US management consulting firm catering to the financial services industry, and specializing in retirement services. # Partnered with Bayer a leading life sciences company, to successfully design and execute a scalable, repeatable carve-out solution spanning the complete stack of IT systems, infrastructure and operations, to complete the divestiture of multiple business entities within just 18 months. # Developed a proof of concept for non-exchange trade settlement using blockchain for the Canadian Depository for Securities using the Quartz Blockchain Solution. This is part of a large transformation program leveraging TCS BaNCS for Market Infrastructure, aimed at the modernization of depository, clearing and settlement services in Canada. # Q2 The Billion Steps Challenge, a TCS50 initiative, saw participation by 200,000 TCSers globally who logged a record 3 billion steps. One of the largest global employee engagement initiatives, this was an expression of energy and brought together all TCSers as a part of #OneTCS. # TCSers in France pose for a picture after taking part in the Billion Steps Challenge. # Celebrated the 25th anniversary of our partnership with Dutch airline KLM marked by several industry-first, technology-enabled innovations. Pieter Elbers, CEO of KLM made a special trip to India on the occasion, and called TCS a true business partner that is helping KLM realize its ambition to be the world's leading airline in terms of customer centricity. # Pieter Elbers, CEO of KLM visited India to celebrate 25 years of partnership with TCS. # The Year Gone by 11 Democratized employment opportunities for young engineers across India, by conducting the TCS National Qualifier Test (TNQT), an inclusive online campus hiring initiative using TCS iON's digital platform. Over 280,000 fresh graduates, from 1800 colleges, took the test across 100 cities in 24 states."
+"Launched Jile™, the first of its kind Agile DevOps product-on-cloud to plan, deliver and track Agile programs within the enterprise. Selected by global energy giant Total to set up a digital innovation center to explore the use of analytics, IoT, automation, AI and Location Independent Agile methodologies to develop a smart, connected refinery that enhances performance and improves competitiveness. # TNQT participants being assessed on the TCS iON platform Unveiled the Machine First™ Delivery Model at the North America Customer Summit, as a means of delivering superior customer experiences by giving technology the first right of refusal. The model envisages the use of analytics and AI to sense, understand, decide, and act in a robust networked environment. # Q1 Ranked #1 in the IT Services and Software sector across the region in Institutional Investor's 2018 All-Asia Executive Team survey, winning several awards: Best CEO (First Place), Best CFO (Second Place), Best IR Professional (First Place), Best Corporate Governance (First Place), Best IR Program (Second Place) and Best ESG / SRI Metrics (Second Place). Became the first company in India to cross ` 7 trillion ($100 billion) in market valuation, making it the country's most valued firm, and among the top 100 most valuable companies globally as per Bloomberg data. TCS BaNCS ranked the number two best-selling Universal Banking system by UK based IBS Intelligence in its 2018 Sales League Table. Expanded the digital transformation contract with M&G Prudential to bring an additional 1.8 million policies under administration, cementing TCS' position as the market leader in UK life and pension administration, with over 18 million policies administered on our TCS BaNCS Insurance Platform. TCS North America Summit at San Diego, CA, saw the launch of TCS' Machine First Delivery Model. ignio™, TCS' cognitive automation software product celebrated its 3rd anniversary with triple-digit annual growth in both customer acquisition and revenue, since inception. ignio now manages over 1.5 million technology resources autonomously for over 90 Fortune 500 corporations. Completed the second successful ₹16,000-crore share buyback at ₹2,100 a share through the tender offer route, extinguishing 7.6 crore equity shares, about 1.99 percent of the total equity. Set a new industry benchmark with the migration of over 600 applications to the AWS cloud in less than 12 months at Randstad, a global leader in the HR services industry, one of the most ambitious and fastest AWS cloud migrations to date for a global firm. # Peterborough campus of Diligenta Launched TCS50, a celebration of five decades of excellence, marked by several events organized throughout the year, with TCSers across the globe participating in the festivities. 12 | The Year Gone by # Business 4.0 Adoption and Impact # Competitive Advantage |Ability to act faster to satisfy customer demand or perceived appetite for new products or services|39%|31%| |---|---|---| |Reduced central costs|29%| | |Access to different skillsets|35%| | |Reduced risk when developing new products and services|33%| | |Trialling new products and services|31%| | |Driving mass personalization|35%| | |Inflexible or outdated technology|74%| | |Cloud-based IT|38%| | |Risks to data security|65%| | |We operate a business model that drives exponential value|36%| | |Leveraging ecosystems|36%| | |IoT for predictive maintenance and tracking|63%| | |Embracing risk|20%| | |Traditional corporate culture|42%| | TCS unveiled its Business 4.0 thought leadership framework in 2017. A year later, in November 2018, TCS commissioned a study that surveyed 1,231 senior business decision makers from more than 1,200 large enterprises spanning 11 industries and 18 countries to track the adoption of the four behaviors that characterize Business 4.0, and its impact. A quick summary is presented below. You can download the full report at: www.business4.tcs.com # Categorization based on Adoption of Business 4.0 Behaviors |Followers: Adopted none of the behaviors|9%| |---|---| |Leaders: Adopted all four behaviors|64%| |Early adopters|31%| # Expected Revenue Growth Over the Next Three Years |Increase by >10%|74%| |---|---| |Increase by less than or equal to 10%|34%| |Stay the same|6%| # Survey Base By region: North America: 25%, Europe: 40%, Asia Pacific: 26%, LatAm: 9% By size: $500Mn - $1Bn: 53%, $1Bn - $5Bn: 28%, More than $5Bn: 19% Respondent profiles: IT: 22%, Business: 78% (Operations, Sales, Marketing, Finance, HR) # Panel Discussion # Featuring N G Subramaniam Chief Operating Officer and Executive Director V Ramakrishnan (Ramki) Chief Financial Officer Krishnan Ramanujam Global Head - Business and Technology Services # How are today's transformational programs different from the large outsourcing deals of the past? NGS: The objective of outsourcing has traditionally been to reduce operational costs."
+"On the other hand, transformational programs are launched as part of our customers' growth and transformation agenda. The objective is to boost the top line, embrace new technology-enabled business models, create new revenue streams, address new customer segments or deepen existing customer relationships. The buyers are also more diverse. These opportunities are typically business-led, and entail crafting value propositions beyond the CIOs, to the CXOs. Funding for these programs comes from the respective departmental operating budgets, and not necessarily from the IT budget. This requires a different way of selling. These deals are not always RFP-led. We have had very strong success in proactively pitching innovation ideas and solutions that are tailored to each customer's unique context. The selection criteria are also different. Speed to market and clarity on the outcome are critical, not so much the price. Solution quality and how well it reflects our contextual knowledge of their business is a key differentiator. The ability to address the concerns of different stakeholders, and their perceived risks, is very important. KR: From an execution point of view, this opportunity requires us to have a more business-centric mindset, demonstrate a different set of capabilities, and have a different delivery model. The delivery focus shifts from cost optimization to speed to market, and closer collaboration with business users. Most transformational programs are being delivered using a Location Independent Agile model. This has required significant changes to our recruitment, delivery and training processes. # What is helping TCS win these deals? NGS: I think what has worked best for us is our ability to understand our customers' business needs, and use our contextual knowledge to design solutions that are uniquely tailored for them, stitching together different capabilities and intellectual property from across TCS and our co-innovation partners. This capability is an outcome of our sustained investments over the last many years in research and innovation and in building intellectual property. We started investing in building capabilities on digital technologies as far back as 2011, and have built significant scale and depth over the years. What has worked best for us is our ability to understand our customers' business needs, and use our contextual knowledge to design solutions that are uniquely tailored for them, stitching together different capabilities and intellectual property from across TCS. This capability is an outcome of our sustained investments over the last many years in research and innovation and in building intellectual property. 14 | Panel Discussion All this, along with our Business 4.0™ thought leadership framework, our Location Independent Agile methodology and our Machine First™ Delivery Model have gotten us significant customer mindshare in the transformational space. KR: Adding to what NGS said, we have a comprehensive set of digital transformation service practices such as analytics, digital marketing, IoT, cloud, intelligent automation, cyber security, blockchain and keep launching newer practices. Our Consulting and Service Integration group brings together these different capabilities and orchestrates transformational solutions catering to different stakeholders such as the COO, CFO, CMO, CRO etc within the enterprise. This full stakeholder capability has been particularly critical to our ability to win large transformational engagements around matters of board-level significance. Transformational work sounds very consulting-led. How did you build these capabilities? NGS: The opportunity today is around creatively harnessing the power of digital technologies to build solutions uniquely tailored to each customer's business needs. This requires a lot of domain knowledge, customer-specific contextual knowledge, and proven solution design and delivery capabilities, backed up by sustained investments in research and innovation. These capabilities have been steadily built over the years. Our customer-centric strategy and reorganization in early 2008, when we created over two dozen business units, each aligned to an industry vertical, and with end to end responsibility for customers in that vertical, was a game-changer that set us on this path. But that was a decade ago. How is that helping in the digital era? NGS: Each verticalized business unit became a repository of industry domain knowledge, and of contextual knowledge about its customers. This set us on the path to building business-centric solutions. The other important outcome was that it unleashed a lot of entrepreneurial energy. Units started looking at customers' overall spend, and not just a segment of the IT spend, and building newer capabilities to be able to create value in adjacencies and other parts of the enterprise. This had two key benefits. Our teams learned to sell to other stakeholders - business heads and other CXOs - in the customers' organizations."
+"As they got better at it, our footprint in each customer organization kept growing. You can see this in the client metrics over the last many years. Second, the expanding footprint helped our teams gain a holistic contextual understanding of the customer, cutting across the silos of departments, functions and lines of business. All four factors - the business solution mindset, the focus on the customer's needs, the ability to engage with other stakeholders and the contextual knowledge - are outcomes of our customer-centricity and the enabling organization structure. These are helping us immensely in winning digital transformation deals today. New technologies have always delivered greater efficiency and productivity. How is that playing out with digital technologies? KR: Digital technologies have demonstrated a far more profound impact on business than other recent technologies, and therefore, the focus has been on those transformational possibilities and not as much on productivity gains. However, if you look at some of the core transformation programs we are executing for our customers, there are significant efficiency gains. Typically, we simplify the stack by eliminating redundancies. Legacy, monolithic systems that were difficult to maintain are dismantled and replaced with microservices, APIs and SaaS/PaaS equivalents. The outcome is a lighter and leaner application stack that is easier - and less expensive - to maintain. Workloads are shifted to the cloud to gain flexibility, scalability, and significantly lower costs. Use of cognitive automation software like ignio™ makes the technology self-healing, and reduces outages and associated business risks and costs. The simplified technology stack and use of automation enables leaner, more agile processes, lowering the cost of business operations. What has changed is the perspective. In the past, the efficiency and cost savings from new technology adoption were an end in itself. Today, they are the means to an end. With simplification, cloudification and automation, we are helping customers reapportion spends from routine activities to fund newer systems that differentiate them in the marketplace. TCS always had the best employee retention. Does this become a competitive advantage in the digital world? NGS: You're right. TCS has always had the best retention rate in the industry, and I believe that is because of our empowering culture, philosophy of investing in people, career growth opportunities, and progressive HR policies. Lower attrition is always a good thing because it reduces disruptions caused by employee churn, and results in better outcomes for customers. This is even more significant now, because retaining contextual knowledge within the team is central to our ability to design those transformational solutions and partner our customers in ongoing programs. Panel Discussion | 15 # Our philosophy of organic talent development and initiatives like Contextual Masters send out an unambiguous message that TCS values individuals for the contextual knowledge they possess, and will invest in equipping them with new technology skills that they do not have. This has further reinforced our brand as a top employer. # TCS has reiterated margin stability in the 26-28% range. # What are your margin levers today? Ramki: Better revenue growth, higher quality of new revenues, and greater scale in digital are our biggest margin levers. Our innovation and transformational work is a higher value business, with better realizations that translate into price stability and margin resilience. Second, we have been investing heavily in organic talent development, localization, IP development and workplace transformation over the last several years. That is already baked into our margins. We are now reaping the benefits of those investments. It is not as if we have to start investing in these things today. # The rupee has depreciated nearly 9% against the dollar in FY 2019. Why doesn't this show in your margins? Ramki: When one looks at our margins, one shouldn't look at the benefit from a depreciating rupee in isolation. Every year, we have been giving wage increases of 6-8% in India because of the relatively high inflation here. The same inflation devalues the currency. So these two components - the wage inflation and the depreciating currency are two inseparable sides of the same coin. Arithmetically, you will see that the currency depreciation underwrote the wage inflation in FY 2019, and the operational efficiencies we generated expanded our operating margin year on year. The other point to remember is that we operate with a revenue basket of over 30 currencies. It is not just the movement against the Dollar, but also against each of the other currencies that, in aggregate, determines the cross-currency impact on the margin."
+"One has to look at the net effect. # TCS is now a $20 billion company. Is the base too large now to sustain double digit growth? NGS: It is interesting that this question is posed to us at every point in our history. It is worth recalling that each time we crossed a new milestone, TCS adapted and only grew stronger, while retaining our agility and entrepreneurial mindset. Today, we are not intimidated by scale. If anything, it has been a source of immense strength, giving us the ability to invest in many more capabilities all at once, and take on larger, more complex assignments. Diseconomies of scale arise from corporate bloat and bureaucracy that slows down decision making, and hinders responsiveness to changing market trends. In our case, we have maintained a very lean corporate, and have been steadily devolving executive decision-making powers to lower and lower levels. Today, we have over 150 operating business units on the ground, each with its own P&L. These are small, agile and intensely entrepreneurial, customer-focused organizations. If each of those units continue to realize its potential, TCS will also continue to grow well. # Market Penetration KR: Also, our share even in our largest markets is still in low single digits. We are only scratching the surface yet in large markets like continental Europe, Japan and ANZ. Market penetration will be a growth driver in the coming years. Emerging markets like Latin America, India, and South Africa which have historically lagged in technology spending will see enterprises leapfrog into the Business 4.0 era and start spending. Likewise, we expect our platform businesses to grow significantly in the coming years. We keep expanding our addressable market by continually launching new services, products and platforms, catering to the needs of a broadening set of stakeholders. Our participation in departmental operating budgets, transcending IT budgets, represents a wallet expansion within existing accounts. At a broader level, technology intensity is going up in every industry. In the retail or the auto sector, the work we do today is directly embedded in their core products and services. We are now part of their Cost of Goods Sold, and not just their SG&A, and that is a significant structural expansion of the opportunity size. All this gives us greater confidence and visibility in our ability to sustain our market leading revenue growth. # Panel Discussion 16 | Panel Discussion # Business 4.0 Stories # Partnering KLM in its Business 4.0 Transformation KLM, the world's oldest airline still operating under its original name, has stood out in an intensely competitive global airline industry with its uniquely Dutch values: a pioneering spirit and personal warmth. That has translated in the Business 4.0 era into the pioneering use of social media, and digital technologies, to get closer to its customers. TCS has been KLM's innovation partner throughout its digital transformation journey, using its Location Independent Agile model to help the airline stay at the forefront of shifting trends in social media usage, constantly innovating and adopting newer channels to deliver personalized passenger services. KLM was the first airline in the world to adopt Facebook Messenger, followed by other channels such as WhatsApp, WeChat, and touchless interfaces like Google Assistant and Google Home. Today, over 10,000 boarding passes are issued through these channels. Customer usage of services on social media stands at 51.7% and is growing rapidly. For greater scale, speed and accuracy without losing out on the empathy and warmth of human interaction, KLM has embraced TCS' Machine First™ approach to customer service, using BlueBot, an AI-powered chatbot to augment the team of social media agents. Today, over 50% of customer queries are answered by intelligent machines. All these innovations have resulted in a 30% improvement in the Net Promoter Score. To help the airline leverage the travel and hospitality ecosystem, and deliver a seamless experience across partner systems, TCS implemented an APIfication program with over 30 APIs, backed by 24/7 support. By partnering with TCS for its growth and transformation, KLM has been able to scale up its innovation programs, gain speed to market, stay at the forefront of technology and deliver outstanding customer experiences. At KLM we have the ambition to be the leading airline in terms of customer centricity. Technology helps us to be where our customers are. TCS is a great partner that precisely helps us where we want to be."
+"Pieter Elbers, CEO, KLM Business 4.0 Story: KLM | 17 # Powering AGL's Growth and Transformation Priorities In a highly competitive market with intense customer churn, AGL, the oldest energy retailer in Australia, partnered TCS in a multi-year transformational journey to reposition, refresh and reinvigorate itself in a Business 4.0 world. One of the key strategic objectives driving this journey is a shift from mass retailing to personalized retailing. At the core of this is the Customer Experience Transformation program. The superior customer experience resulting from customized products and services, innovative features offering convenience and transparency, and world class, human-centered design, all delivered by TCS using extreme Agile methods, has resulted in lower customer churn, elevated customer acquisition and retention and sharp improvement in digital NPS. Additionally, TCS assisted AGL in furthering its growth agenda, first in expanding into the new Western Australia gas market, using its contextual knowledge and domain expertise to ensure a smooth rollout of services, and second, to leverage ecosystems by creating new business models for intermediary sales, through tie-ups with builders and online realtors for bulk new connections. File: AR_TCS_2018_2019.md In addition to helping AGL navigate through disruptive regulatory changes, TCS is implementing a core transformation initiative to upgrade internal systems to a future-ready state, incorporating a Machine First IT service model, designed to support a culture of continuous innovation at AGL, where growth and transformation are fast becoming business as usual. TCS has demonstrated a deep understanding of AGL's business and our technology needs. We share similar values that embrace diversity and inclusion, respect and integrity. Like AGL, TCS has a passion for embracing technology to drive innovation and continuous improvement. We've enjoyed a successful strategic partnership with TCS that has always been open and transparent, we've always shared our successes as well as our failures, and that openness, along with the quality of TCS services, is what has made TCS an invaluable partner for more than 10 years. Brett Redman Managing Director and CEO, AGL Energy 18 | Business 4.0 Story: AGL # Bayer: Agile Business Carve-Outs for Timely Divestitures Following its 2016 announcement to acquire Monsanto, Bayer had to divest certain crop science businesses in order to obtain regulatory approvals. Bayer partnered with TCS to create a scalable, repeatable carve-out solution spanning the complete operations stack of process delivery, IT systems, and infrastructure, to execute the divestiture of multiple business entities within a very short, non-negotiable timeline of 18 months. Taking a business oriented, cloud-first approach, TCS defined the end to end business processes, and set up a cloud-based solution environment, including the complete stack of infrastructure, IT applications and process delivery, for each of the entities. The use of smart templates and an Agile factory approach ensured that this could be a scalable and repeatable model for potential business transformations in the future. Using its Location Independent Agile model to accommodate frequently changing business requirements, TCS ensured that the carved-out units, with more than 4,300 employees across 26 countries, were fully functional with their new set-ups at the time of closing, allowing Bayer to focus fully on integrating Monsanto in pursuit of its growth and transformation agenda. We had to divest the businesses fast and completely, but had to deal with complexity and uncertainties in scope and timing due to enhanced demands from the regulatory authorities. It was a project unprecedented in its approach and its global scale and scope for Bayer and the market. TCS brought in the required industry thought leadership, full services capability and a 'can do' approach to ensure that we delivered a modern, optimal and fully functional administrative backbone on time. The integrated team of Bayer and TCS made this project a real success. Daniel Hartert Head of Business Services and CIO Bayer Group Business 4.0 Story: Bayer | 19 # Q&A # S SUKANYA # Global Head, Delivery Excellence Group Agile has been around for decades. Why is there so much interest in Agile now? Yes, different flavors of Agile have been around for a while. Primarily, they involve IT teams working closely with business, breaking up the software development lifecycle into smaller iterative cycles, and incrementally delivering a working module at the end of each cycle. This significantly reduces project risk and delivers tremendous speed to market. Today, with businesses investing heavily in technology to gain competitive differentiation, speed to market is of utmost importance."
+"Also, due to the criticality of these programs, stakeholders want greater visibility on the work in progress, and to actively participate in project outcomes. Agile scores over the traditional waterfall model in fulfilling these needs extremely well. However, until now, due to the traditional emphasis on co-location of teams, they were not able to adopt Agile for their larger transformation programs. Our Location Independent Agile model is a game changer. It helps large enterprises, whose talent is globally distributed, overcome the constraints of co-location, and embrace Agile at scale. We now have multiple examples of successfully applying Agile methods for delivering large transformation programs involving multiple teams distributed across time zones. That is what has excited so much interest around Agile. Agile is so different from the waterfall model. How did TCS manage to switch over the delivery model to Agile? It's not a trivial change. We embarked on this transformation journey a few years ago, and made massive investments in workforce and workplace transformation. Management's vision of Enterprise Agile by 2020 has galvanized the organization, and significantly accelerated our transformation. Workforce transformation has been the biggest undertaking. Agile requires multi-skilled, multi-functional teams which are empowered, so we have completely reimagined our learning and development since 2015. You can see the outcomes of that today. Nearly 311,000 TCSers have been trained on new technologies, each individual conversant in three or more technologies. All our associates are being trained to be Agile practitioners - Agile technical developers, scrum masters, and Agile Ninja coaches. Today, with over 348,000 employees trained on Agile, 135,000+ Agile practitioners and 750+ Agile Ninja coaches, we have the largest Agile-ready workforce in the world. 20 | Q&A We have transformed our workplace and infrastructure to promote Agile-driven innovation and speed in service delivery for our customers. We have already built 400+ Agile Delivery Centers, and developed a 100% Agile tool for scaling, Jile™, which we are also offering our customers and to other enterprises. Our core delivery processes are Agile-ready today. This is a massive change, requiring a drastic switch of perspective from inside-out to outside-in. All other support processes including HR, Admin and others, which have a significant play to customer service delivery, are undergoing a similar change. Leveraging all these investments, we have been helping account level teams steadily switch over to an Agile way of working. Today, we have an Agile footprint covering nearly half our customer base. # TCS has been talking about Enterprise Agile. What exactly is this? To succeed in the digital era, where technologies are changing the ground rules in every industry, companies need to embrace Business 4.0 principles in order to be closer to their customers and be available to them interactively, intuitively and instantaneously, wherever they choose to do business. The most successful companies are those which demonstrate an obsession for creating value for the customer, and embrace Agile principles across their operating models to deliver continuous innovation. We call this Enterprise Agile. To continuously innovate, deliver superior customer experiences and create value at scale, organizations require a different style of management, designed to empower individuals, enable collaboration and harness their initiative and creativity. In this new way of working, complex problems are disaggregated into smaller bits which are then addressed by small, self-organizing teams that take up small goals at a time and deliver them in tight, iterative cycles. Unlike in traditional command and control models, the manager's role here is to provide resources and remove impediments, allowing the teams to focus on what delivers the most value for the customer. We are guiding customers towards flat structures, reorganized along customer journeys, around products and value streams. Our consultants are helping them adopt Agile methods across the organization, vertically across teams, programs and portfolios, and horizontally across business functions such as HR, Finance, and Marketing. We organize LivingAgile sessions to train on Agile behaviors, Minimum Viable Product creation and ninja coach programs to drive enterprise-wide change. # How has the market's growing preference for Agile helped TCS? TCS' innovative Location Independent Agile model delivers unmatched speed to market, enables access to a global talent pool and reduces the fulfillment uncertainties associated with skill shortages or visa problems. This has made us the preferred partner for customers launching very large transformation programs, and for that matter, any work that requires Agile. Being a thought leader in Agile is helping us win more work in the innovation and transformation spends of our customers."
+"The other opportunity is in Agile consulting itself, where customers are engaging us to advise them on how to adopt Agile at scale. Enterprise Agile is also getting us tremendous attention. It is often part of the CEO's agenda for a larger transformation of the organization culture, and such engagements gain us very high visibility across the organization. Deal wins apart, Agile embeds our teams deeper into the customer's business, and makes us strategically ingrained into their operating models. The proximity to business deepens our domain knowledge, enhances our demand visibility and increases our business resilience. # What are TCS' differentiators in Agile? Our foresight in embracing Agile very early on, our vision and our thought leadership in Agile have differentiated TCS among the large global systems integrators. We truly stand out with our Location Independent Agile model, and the immense scale we have built into our Agile capability. This lets us take on large transformational programs and execute them using Agile from day one. On the consulting side, we have a unique maturity assessment framework called Agility Debt™ which we use to assess where the customer's teams are in the Agile journey, find the bottlenecks, and accelerate their Agile transformation. Then, we have Jile™, the end to end cloud-based development platform for organizations adopting Agile at scale. We launched this only last year, and it is finding wide adoption. Q&amp;A | 21 # Business 4.0 Stories TCS helped Home Depot rearchitect its online platform, breaking up monolithic applications into microservices, and moving it to the cloud for speed and scale. This allowed the platform to easily handle the traffic - 2 billion online visits in 2018 - and support a 24.1% year on year growth in online sales. Home Depot's physical stores are a key element of the customer experience. Nearly 50% of online orders are picked up from stores, and nearly 80% of returns are at stores. To improve the in-store experience for customers, TCS implemented the store mobility program and store application transformation to boost store associates' productivity, freeing up 15% of their time spent on routine backstore tasks, now spent engaging with customers. TCS also helped revamp the delivery to store or home using the most optimal supply network. With greater efficiency and better visibility in the supply chain, Home Depot could offer customers the option of same day delivery, and within their preferred time window. At the back end, TCS helped Home Depot build a common pricing repository to provide consistent pricing across all channels, and reflecting pricing changes on a near-real time basis. A new cloud-based B2B platform was created to enhance the experience for B2B customers who contribute 40% of sales. The partnership with TCS helped Home Depot transform its core, provide a seamless interconnected retail experience for customers, and achieve superior business growth. # Transforming Customer Experiences at Home Depot Home Depot's strategic vision of a One Home Depot shopping experience that seamlessly blends the digital and physical worlds, has helped the home improvement store rack up strong revenue growth over the last four years. At the heart of this successful interconnected retail business model is a multi-channel customer engagement strategy that reimagined existing systems and ways of working, entailing a massive core transformation across the enterprise in partnership with TCS. At the heart for Home Depot's successful interconnected retail business model is a multi-channel customer engagement strategy that reimagined existing systems and ways of working, entailing a massive core transformation across the enterprise in partnership with TCS. 22 | Business 4.0 Story: Home Depot # Helping Nissan Deliver 'Next Generation' Innovation The automotive industry is going through a huge disruptive change fueled by the rise of car connectivity, autonomous or assisted driving, the shift to electric vehicles and the sharing economy. In an era where differentiation is no longer in the traditional vehicle hardware, but in the user interface and experience elements powered by software and advanced electronics, Nissan Motor Corporation is at the forefront of innovation, leveraging emerging technologies and digital ecosystems to build advanced driver assist capabilities in their new models. TCS has been their partner in this innovation and transformation journey."
+"Leveraging its deep contextual knowledge of Nissan's business built up over the last 15 years, and its unique expertise in embedded systems and digital technologies, TCS is helping Nissan reimagine vehicle software architecture, and continually build innovative capabilities that enhance the driver experience and safety, such as the Lane Departure Warning and Intelligent Lane Intervention Systems, using technologies like image recognition, data fusion, machine learning and high end computing. Additionally, TCS has integrated into the supplier ecosystem, and is strategically engaged in coordination, co-development and system integration of various vehicle sub-systems used in Nissan's vehicles. In true partnership mode, TCS is also supporting ongoing programs to re-skill and retrain Nissan's engineers in digital technologies, Agile methods, and model-based automotive software development. The partnership with TCS is helping Nissan scale up its innovation program, reduce time to market and build new features that differentiate it in the marketplace. TCS is very closely supporting us in automotive electronics architecture development, which is becoming extremely core technologies year by year. Nissan selects TCS as an important long-term partner who provides a lot of technical solutions, know-how and skills to us in software technologies. Because Nissan has positioned software development capabilities as a new source of competitiveness, we are continuing to improve our development performance by collaborating with TCS to give customers advanced functionalities such as 'CASE' Shunichi Toyomasu Fellow, Nissan Motor Co Ltd. Business 4.0 Story: Nissan | 23 # Transforming Lives by Bringing Banking to the Unbanked Millions Equitable economic development is difficult when a majority of citizens lacks even a bank account. In the largest such transformation program undertaken anywhere in the world, India launched the Pradhan Mantri Jan Dhan Yojana in 2014, a national mission to bring banking to the unbanked. TCS' Financial Inclusion Network has played a significant part in this banking revolution, connecting a complete ecosystem of participants to enable seamless delivery of banking services even in remote locations, all at incredibly low costs. Of the 300 million+ no-frills bank accounts set up under this mission so far, TCS' network accounts for over 210 million accounts across 116 banks, and handles up to 6 million transactions per day. On the front-end, the solution supports over 100,000 banking correspondents, equipped with hand-held connected devices, delivering all kinds of services - deposits, withdrawals, micro-loans, collections, micro-insurance and remittances - to the doorsteps of account holders in the remotest villages. Behind the scenes, the solution updates the transactions in the banks' core banking systems and leverages the larger eco-system - the UIDAI, NPCI, aggregators, and insurance companies - for biometric authentication, KYC, payments and micro-insurance. TCS' solution has given millions of India's poorest citizens access to basic banking services for the first time, transforming their lives, and helping build a more financially inclusive society. This is the latest addition to the long list of transformational, nation-building programs that TCS has undertaken over the years. # Access to financial services can serve as a bridge out of poverty. We have set a hugely ambitious goal - universal financial access by 2020 - and now we have evidence that we're making major progress. This effort will require many partners... But we can do it, and the payoff will be millions of people lifted out of poverty. Jim Yong Kim Former President, World Bank Group [1] https://on.tcs.com/2LH54dZ 24 | Business 4.0 Story: Financial Inclusion # Notice of Annual General Meeting Notice is hereby given that the twenty-fourth Annual General Meeting of Tata Consultancy Services Limited will be held on Thursday, June 13, 2019 at 3:30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, to transact the following business: # 1. To receive, consider and adopt: - a. the Audited Financial Statements of the Company for the financial year ended March 31, 2019, together with the Reports of the Board of Directors and the Auditors thereon; - b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019, together with the Report of the Auditors thereon. # 2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2018-19. # 3. To appoint a Director in place of N Ganapathy Subramaniam (DIN 07006215) who retires by rotation and, being eligible, offers himself for re-appointment. # 4."
+"Appointment of Hanne Birgitte Breinbjerg Sorensen as an Independent Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Hanne Birgitte Breinbjerg Sorensen (DIN 08035439), who was appointed by the Board of Directors as an Additional Director of the Company with effect from December 18, 2018 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (""Act"") and Article 73 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company."" ""RESOLVED FURTHER that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the appointment of Hanne Birgitte Breinbjerg Sorensen, who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder, and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing December 18, 2018 to December 17, 2023, be and is hereby approved."" # 5. Appointment of Keki Minoo Mistry as an Independent Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Keki Minoo Mistry, (DIN 00008886) who was appointed by the Board of Directors as an Additional Director of the Company with effect from December 18, 2018 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (""Act"") and Article 73 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company."" ""RESOLVED FURTHER that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the appointment of Keki Minoo Mistry, who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder, and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing December 18, 2018 to December 17, 2023, be and is hereby approved."" # Annual Report 2018-19 # 6."
+"Appointment of Daniel Hughes Callahan as an Independent Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that Daniel Hughes Callahan (DIN 08326836) who was appointed by the Board of Directors as an Additional Director of the Company with effect from January 10, 2019 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (""Act"") and Article 73 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company."" ""RESOLVED FURTHER that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the appointment of Daniel Hughes Callahan who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing January 10, 2019 to January 9, 2024, be and is hereby approved."" # 7. Re-appointment of Om Prakash Bhatt as an Independent Director To consider and, if thought fit, to pass the following Resolution as a Special Resolution: ""RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (""Act""), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, Om Prakash Bhatt (DIN 00548091), who was appointed as an Independent Director at the nineteenth Annual General Meeting of the Company and who holds office up to June 26, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years commencing with effect from June 27, 2019 upto June 26, 2024."" # 8. Payment of Commission to Non Whole-time Directors of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (""Act""), as amended from time to time, a sum not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act, be paid to and distributed amongst the Directors of the Company or some or any of them (other than the Managing Director and/or Whole-time Directors) in such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors of the Company and such payments shall be made in respect of the profits of the Company for each year, commencing April 1, 2019."" # Notes: File: AR_TCS_2018_2019.md 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") setting out material facts concerning the business under Item Nos. 4 to 8 of the Notice, is annexed hereto."
+"The relevant details, pursuant to Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/re-appointment at this Annual General Meeting (""AGM"") are also annexed. 2. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10 percent of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10 percent of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 26 I Notice The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the commencement of the AGM. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. # 3. Corporate Members intending to send their authorized representatives to attend the AGM are requested to send a certified copy of the Board Resolution to the Company, authorizing them to attend and vote on their behalf at the AGM. # 4. Members, Proxies and Authorized Representatives are requested to bring the duly completed Attendance Slip enclosed herewith to attend the AGM. # 5. The Company has fixed Thursday, June 6, 2019 as the 'Record Date' for determining entitlement of Members to final dividend for the financial year ended March 31, 2019. # 6. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on Monday, June 17, 2019 as under: - to all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on Thursday, June 6, 2019; - to all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, June 6, 2019. # 7. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, TSR DARASHAW Limited (""TSRDL"") for assistance in this regard. Members may also refer to Frequently Asked Questions (""FAQs"") on Company's website https://on.tcs.com/demat-faq. # 8. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (""DPs"") in case the shares are held by them in electronic form and with TSRDL in case the shares are held by them in physical form. # 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held in electronic form and to TSRDL in case the shares are held in physical form. # 10. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website https://on.tcs.com/form-sh-13."
+"Members are requested to submit the said form to their DP in case the shares are held in electronic form and to TSRDL in case the shares are held in physical form. # 11. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TSRDL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. # 12. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. # 13. Members seeking any information with regard to the accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the AGM. # 14. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members/Claimants are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF-5 available on www.iepf.gov.in. The Members/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules. For details, please refer to corporate governance report which is a part of this Annual Report and FAQ of investor page on Company's website https://on.tcs.com/IR-FAQ. Notice I 27 # Annual Report 2018-19 15. Notice of the AGM along with the Annual Report 2018-19 is being sent by electronic mode to those Members whose email addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their email addresses, physical copies are being sent by the permitted mode. Members may note that the Notice and Annual Report 2018-19 will also be available on the Company's website https://on.tcs.com/Annual-Report-2019 and on the website of NSDL https://www.evoting.nsdl.com. 16. Pursuant to Regulation 44(6) of SEBI Listing Regulations, the Company shall provide live webcast of proceedings of AGM from 3.30 p.m. onwards on Thursday, June 13, 2019. Members can view the proceeding of AGM by logging on to the e-voting website of NSDL at https://www.evoting.nsdl.com using their remote e-voting credentials, where the E-voting Event Number (""EVEN"") of Company will be displayed. 17. At the twenty-second AGM held on June 16, 2017 the members approved appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-seventh AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the twenty-fourth AGM. 18. The route map showing directions to reach the venue of the twenty-fourth AGM is annexed. # 19. Voting through electronic means i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. ii. The Board of Directors has appointed P N Parikh (Membership No. FCS 327) and failing him Mitesh Dhabliwala (Membership No. FCS 8331) of Parikh & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the voting at the AGM and remote e-voting process in a fair and transparent manner. iii."
+"The facility for voting, either through electronic voting system or poll paper, shall also be made available at the AGM and the Members attending the AGM, who have not already cast their vote by remote e-voting, may exercise their right to vote at the AGM. iv. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. v. A Member can vote either by remote e-voting or at the AGM. In case a Member votes by both the modes then the votes cast through remote e-voting shall prevail and the votes cast at the AGM shall be considered invalid. vi. The details of the process and manner for remote e-voting are explained herein below: 1. Log-in to NSDL e-voting system at https://www.evoting.nsdl.com 2. Cast your vote electronically on NSDL e-voting system. Details on Step 1 are mentioned below: # How to Log-in to NSDL e-voting website? 1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile. 2. Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under 'Shareholders' section. 3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. cast your vote electronically. # 4. Your User ID details are given below: Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical - a) For Members who hold shares in demat account with NSDL. Your User ID is: 8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12****** - b) For Members who hold shares in demat account with CDSL. Your User ID is: 16 Digit Beneficiary ID For example, if your Beneficiary ID is 12************** then your user ID is 12************** - c) For Members holding shares in Physical Form. Your User ID is: EVEN Number followed by Folio Number registered with the company For example, if EVEN is 123456 and folio number is 001*** then user ID is 123456001*** # 5. Your password details are given below: - a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote. - b) If you are using NSDL e-voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you by NSDL. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. - c) How to retrieve your 'initial password'? - i) If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL in your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'. - ii) If your email ID is not registered, your 'initial password' would have been communicated to you on your postal address. # 6. If you are unable to retrieve or have not received the ""initial password"" or have forgotten your password: - a) Click on ""Forgot User Details/Password?"" (If you are holding shares in your demat account with NSDL or CDSL) option available on https://www.evoting.nsdl.com. - b) ""Physical User Reset Password?"" (If you are holding shares in physical mode) option available on https://www.evoting.nsdl.com. - If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address. # 7. After entering your password, click on Agree to ""Terms and Conditions"" by selecting on the check box. # 8."
+"Now, you will have to click on ""Login"" button. # 9. After you click on the ""Login"" button, Home page of e-voting will open. # Details on Step 2 are mentioned below: # How to cast your vote electronically on NSDL e-voting system? 1. After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles. 2. After click on Active Voting Cycles, you will be able to see all the companies ""EVEN"" in which you are holding shares and whose voting cycle is in active status. 3. Select ""EVEN"" of the Company, which is 110640. 4. Now you are ready for e-voting as the Voting page opens. 5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ""Submit"" and also ""Confirm"" when prompted. Notice I 29 # Annual Report 2018-19 1. Upon confirmation, the message ""Vote cast successfully"" will be displayed. 2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 3. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # General Guidelines for shareholders 1. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ""Forgot User Details/Password?"" or ""Physical User Reset Password?"" option available on https://www.evoting.nsdl.com to reset the password. 3. In case of any queries, you may refer to the FAQs for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in # Other Instructions 1. The e-voting period commences on Monday, June 10, 2019 (9:00 a.m. IST) and ends on Wednesday, June 12, 2019 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, June 6, 2019 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast the vote again. 2. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of voting, either through remote e-voting or voting at the AGM through electronic voting system or poll paper. 3. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. 4. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. 5. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com immediately."
+"The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company. By Order of the Board of Directors RAJENDRA MOHOLKAR Company Secretary Mumbai, April 12, 2019 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: 91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com 30 I Notice # Explanatory Statement As required under Section 102 of the Companies Act, 2013 (""Act""), the following explanatory statement sets out all material facts relating to business mentioned under Item Nos. 4 to 8 of the accompanying Notice: # Item Nos. 4, 5 and 6: Based on recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Hanne Birgitte Breinbjerg Sorensen (DIN 08035439) and Keki Minoo Mistry (DIN 00008886) as Additional Directors of the Company and also as Independent Directors, not liable to retire by rotation, for a term of 5 years i.e. from December 18, 2018 to December 17, 2023, subject to approval of the Members. Based on recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Daniel Hughes Callahan (a.k.a Don Callahan) (DIN 08326836) as Additional Director of the Company and also as an Independent Director, not liable to retire by rotation, for a term of 5 years i.e. from January 10, 2019 to January 9, 2024, subject to approval of the Members. Pursuant to the provisions of Section 161(1) of the Act and Article 73 of the Articles of Association of the Company, each of these Directors shall hold office up to the date of this Annual General Meeting (""AGM"") and are eligible to be appointed as Directors. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member(s), proposing their candidature for the office of Directors. The Company has received declarations from Hanne Birgitte Breinbjerg Sorensen, Keki Minoo Mistry and Don Callahan to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, each of these Directors fulfil the conditions specified in the Act, Rules and SEBI Listing Regulations for appointment as Independent Director and they are independent of the management of the Company. The terms and conditions of their appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day (except Saturday) and will also be kept open at the venue of the AGM till the conclusion of the AGM. # A brief profile of the Independent Directors to be appointed is given below: Hanne Birgitte Breinbjerg Sorensen has held various senior level executive positions within the AP Moller-Maersk A/S Group in Denmark over a twenty-three year career. In her most recent executive roles, she was CEO of Damco, a Dutch Supply Chain Management company from 2014-2016 and prior to that, the CEO of Maersk Tankers, one of the world's largest company in transportation of refined oil products. She is presently on the Board of Tata Motors Limited, Jaguar Land Rover Automotive Plc, Delhivery Private Limited, Ferrovial S.A., LafargeHolcim Limited and Sulzer Limited. She is a Danish national, born in 1965 and holds a Master's Degree in Economics and Management from the University of Aarhus. Keki Minoo Mistry is Vice Chairman & Chief Executive Officer of HDFC Limited and brings with him nearly four decades of rich experience in the banking and financial services domain. He has played a critical role in the successful transformation of HDFC as one of India's leading financial services conglomerate by facilitating the formation of group companies in banking, asset management and insurance. Besides being on the Board of several HDFC Group companies, he is also on the Board of Torrent Power Ltd., CDC Group (London) and Greatship (India) Ltd. He was a Member on SEBI's Corporate Governance Committee."
+"He is currently the Chairman of Cll National Council on Corporate Governance and a member of Primary Market Advisory Committee set up by Securities and Exchange Board of India and has received several awards and recognitions. Born in 1954, he holds a Bachelor's Degree in Commerce from the Mumbai University and is a Fellow Member of the Institute of Chartered Accountants of India. Don Callahan is a transformative leader with broad experience in driving strategic change across large global organizations, dealing with multiple stakeholders in local and national governments and regulatory bodies. He was the Chief Administrative Officer and Head of Operations and Technology at Citigroup and was a member of Citi's Operating Committee until November 2018. He played an important role in transforming Citigroup's Operations and Technology from a loose federation of independent and dispersed entities into a lean, globally integrated enterprise. Prior to joining Citi in 2007, he held senior level positions in IBM Japan, Morgan Stanley and Credit Suisse. Born in 1956, he holds a Bachelor's Degree in Arts from Manhattanville College. # Annual Report 2018-19 Further details and current directorships of the above Directors are provided in the Annexure to this Notice. In compliance with the provisions of Section 149, read with Schedule IV of the Act and Regulation 17 of SEBI Listing Regulations and other applicable Regulations, the appointments of Hanne Birgitte Breinbjerg Sorensen, Keki Minoo Mistry and Don Callahan as Independent Directors are now being placed before the Members for their approval. The Board recommends the Resolutions at Item Nos. 4, 5 and 6 of this Notice for approval of the Members. File: AR_TCS_2018_2019.md Hanne Birgitte Breinbjerg Sorensen, Keki Minoo Mistry and Don Callahan and their respective relatives, are concerned or interested, in the Resolutions relating to their own appointment. None of the other Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolutions set out at Item Nos. 4, 5 and 6 of the Notice. # Item No 7: Based on recommendation of Nomination and Remuneration Committee, the Board of Directors proposes the re-appointment of Om Prakash Bhatt (DIN 00548091) as Independent Director, for a second term of five years from June 27, 2019 to June 26, 2024, not liable to retire by rotation. Om Prakash Bhatt was appointed as Independent Director at the nineteenth Annual General Meeting (""AGM"") of the Company and holds office up to June 26, 2019. The Company has, in terms of Section 160(1) of the Act received in writing a notice from a Member, proposing his candidature for the office of Director. The Board, based on the performance evaluation and recommendation of Nomination and Remuneration Committee, considers that given his background, experience and contribution, the continued association of Om Prakash Bhatt would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director. The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). In terms of Regulation 25(8) of SEBI Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. In the opinion of the Board, he fulfills the conditions specified in the Act and SEBI Listing Regulations for appointment as an Independent Director and is independent of the management of the Company. The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day (except Saturday) and will also be kept open at the venue of the AGM till the conclusion of the AGM. Om Prakash Bhatt is a graduate in Science and a post graduate in English Literature. He has served as Chairman, State Bank Group, which includes State Bank of India (SBI), one of India's largest commercial bank; five associate banks in India; five overseas banks; SBI Life, one of India's largest private life insurer; SBI Capital Markets, India's leading investment bank; SBI Fund Management; and other subsidiaries spanning diverse activities from general insurance to custodial services. He led SBI during challenging times. Under his leadership, SBI rose on the global list rankings of Fortune 500 companies."
+"He was also Chairman of Indian Banks' Association, the apex body of Indian banks and has served India's economic diplomacy as Government's nominee on the India-US CEO Forum, Indo French CEO Forum and Indo-Russia CEO Forum, forging links with a cross section of the world's business leaders. He was a Governor on the Board of Centre for Creative Leadership, USA. He was nominated 'Banker of the Year' by Business Standard and 'Indian of the Year for Business' in 2007 by CNN-IBN. Further details and current directorships have been given in the Annexure to this Notice. In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of SEBI Listing Regulations and other applicable Regulations, the re-appointment of Om Prakash Bhatt as Independent Director is now being placed before the Members for their approval by way of Special Resolution. The Board recommends the Special Resolution at Item No. 7 of this Notice for approval of the Members. Except Om Prakash Bhatt and his relatives, none of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolution set out at Item No. 7 of the Notice. # Item No. 8: Section 197 of the Act permits payment of remuneration to Non-Executive Directors of a Company by way of commission, if the Company authorises such payment by way of a resolution of Members. Regulation 17(6)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 authorises the Board of Directors to recommend all fees and compensation, if any, to Non-Executive Directors, including Independent Directors and shall require approval of members in general meeting. The Members of the Company at the nineteenth Annual General Meeting of the Company held on June 27, 2014, approved of the payment of commission to Non-Executive Directors of the Company not exceeding one percent per annum of the net profits of the Company for a period of five years commencing from April 1, 2014. Considering the rich experience and expertise brought to the Board by the Non-Executive Directors, it is proposed that remuneration not exceeding one percent per annum of the net profits of the Company calculated in accordance with provisions of Section 197 of the Act, be continued to be paid and distributed amongst the Non-Executive Directors of the Company in accordance with the recommendations of the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. Such payment will be in addition to the sitting fees for attending Board/Committee meetings. The Board recommends the Resolution at Item No. 8 of the accompanying Notice for approval by the Members. All the Directors of the Company and their relatives (except the Chief Executive Officer and Managing Director and his relatives) are concerned or interested in the Resolution at Item No. 8 of the Notice to the extent of the remuneration that may be received by each of these Directors. None of the Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the Resolution at Item No. 8 of the Notice."
+"By Order of the Board of Directors RAJENDRA MOHOLKAR Company Secretary Mumbai, April 12, 2019 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: 91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com Notice I 33 # Annual Report 2018-19 # Details of Directors seeking appointment/re-appointment at the Annual General Meeting |Particulars|N Ganapathy Subramaniam|Hanne Birgitte Breinbjerg Sorensen|Keki Minoo Mistry| |---|---|---|---| |Date of Birth|May 20, 1959|September 18, 1965|November 7, 1954| |Date of Appointment|February 21, 2017|December 18, 2018|December 18, 2018| |Qualifications|Master's Degree in Mathematics|Master's Degree in Economics and Management|Bachelor's Degree in Commerce and a Fellow Member of the Institute of Chartered Accountants of India.| |Expertise in specific functional areas|Wide experience in Information Technology|Wide experience in Transportation, Supply chain and various Industrial sectors|Wide experience in Banking and Financial services sectors| |Directorships held in other public companies (excluding foreign companies and Section 8 companies)|Tata Elxsi Limited|Tata Motors Limited|- Housing Development Finance Corporation Limited - HDFC Bank Limited - Torrent Power Limited - Greatship (India) Limited - GRUH Finance Limited - HDFC Life Insurance Company Limited - HDFC Asset Management Company limited - HDFC ERGO General Insurance Company Limited | |Memberships / Chairmanships of committees of other public companies|- Nomination and Remuneration Committee - Tata Elxsi Limited |- Stakeholders' Relationship Committee - Tata Motors Limited |- Audit Committee - Torrent Power Limited* - Greatship (India) Limited* - GRUH Finance Limited - HDFC Life Insurance Company Limited - HDFC Asset Management Company Limited - HDFC ERGO General Insurance Company Limited - Stakeholders' Relationship Committee - HDFC Life Insurance Company Limited* - Nomination and Remuneration Committee - HDFC Life Insurance Company Limited - HDFC ERGO General Insurance Company Limited - Risk Management Committee - HDFC ERGO General Insurance Company Limited - HDFC Asset Management Company Limited - Housing Development Finance Corporation Limited - Corporate Social Responsibility Committee - Housing Development Finance Corporation Limited | |Number of shares held in the Company|197,760|-|4,078| *Chairman of the Committee For other details such as the number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the Corporate Governance Report which is a part of this Annual Report. # Annexure to the Notice |Particulars|Don Callahan|Om Prakash Bhatt| |---|---|---| |Date of Birth|May 16, 1956|March 7, 1951| |Date of Appointment|January 10, 2019|April 2, 2012| |Qualifications|Bachelor's Degree in Arts|Graduate Degree in Science, Post Graduate Degree in English Literature| |Expertise in specific functional areas|Wide experience in Banking and Financial services sectors and Information Technology|Wide experience in Banking and Financial Markets| |Directorships held in other public companies|-|- Hindustan Unilever Limited - Tata Steel Limited - Tata Motors Limited | |Memberships / Chairmanships of committees of other public companies|-|- Audit Committee - Hindustan Unilever Limited - Tata Steel Limited* - Tata Motors Limited - Stakeholders' Relationship Committee - Hindustan Unilever Limited* - Nomination and Remuneration Committee - Hindustan Unilever Limited - Tata Steel Limited - Tata Motors Limited* - Risk Management Committee - Tata Steel Limited* - Corporate Social Responsibility Committee - Hindustan Unilever Limited* - Tata Steel Limited - Tata Motors Limited* | |Number of shares held in the Company|-|-| # Marine Lines # Railway Station # Maharshi Karve Road # Marine Lines Flyover # Metro - Gol Masjid - Inox Cinema - Walter D'Souza Udyan - Mahapalika Marg - Petrol Pump # Kala # Maharshi Karve Road Niketan # Mahatma Gandhi Road # Bombay Hospital # Mahapalika Marg # Municipal Corporation Building # Azad # UAH Khan Marg # Maidan # Chatrapati Shivaji Maharaj Terminus (CSMT) # Maharshi Karve Road Vithaldas Thackersey Marg # Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. # Veer Nariman Road # Churchgate Railway Station # Notice I 35 To the Members, The Directors present the Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1."
+"Financial results | |Unconsolidated|Unconsolidated|Consolidated|Consolidated| |---|---|---| |Financial Year|2018-19 (FY 2019)|2017-18 (FY 2018)|2018-19 (FY 2019)|2017-18 (FY 2018)| |Revenue|123,170|97,356|146,463|123,104| |Other income|7,627|5,803|4,311|3,642| |Total income|130,797|103,159|150,774|126,746| |Expenses| | | | | |Operating expenditure|88,206|69,551|106,957|90,588| |Depreciation and amortization expense|1,716|1,647|2,056|2,014| |Total expenses|89,922|71,198|109,013|92,602| |Profit before finance cost and tax|40,875|31,961|41,761|34,144| |Finance costs|170|30|198|52| |Profit before tax (PBT)|40,705|31,931|41,563|34,092| |Tax expense|10,640|6,690|10,001|8,212| |Profit for the year|30,065|25,241|31,562|25,880| |Attributable to:| | | | | |Shareholders of the Company|30,065|25,241|31,472|25,826| |Non-controlling interests|NA|NA|90|54| |Opening balance of retained earnings|74,080|65,965|79,755|71,071| |Profit for the year|30,065|25,241|31,472|25,826| |Other comprehensive income / (losses)|(14)|86|(41)|102| |Total comprehensive income|30,051|25,327|31,431|25,928| |Dividend (including tax on dividend)|(11,424)|(10,726)|(11,424)|(10,726)| |Buy-back of equity shares|(16,000)|(4,963)|(16,000)|(4,963)| |Expenses for buy-back of equity shares|(45)|(42)|(45)|(42)| |Issue of bonus shares|(86)|-|(86)|-| |Realized loss on equity shares carried at fair value through OCI|(1)|-|(1)|-| |Transfer to Special Economic Zone re-investment reserve|(2,750)|(1,579)|(2,750)|(1,579)| |Transfer from Special Economic Zone re-investment reserve|3,334|98|3,334|98| |Transfer to reserves|-|-|1,306|(32)| |Closing balance of retained earnings|77,159|74,080|85,520|79,755| # 2. Issue of Bonus Shares The Company allotted 1,914,287,591 equity shares as fully paid-up bonus shares in the ratio of 1:1 (one equity share for every one existing equity share held on the record date) to its shareholders on June 3, 2018, pursuant to a resolution passed by the shareholders on May 26, 2018 by postal ballot. # 3. Buy-back of Equity Shares In line with the practice of returning 80 to 100 percent free cash flow to shareholders, the Company completed its second buy-back of 76,190,476 equity shares at a price of `2,100 per equity share for an aggregate consideration of `16,000 crore. The offer size of the buy-back was 21.54 percent of the aggregate paid-up equity share capital and free reserves of the Company and represented 1.99 percent of the total issued and paid-up equity share capital of the Company. The buy-back process was completed and the shares were extinguished on September 26, 2018. The Company's first buy-back was completed in FY 2018. # 4. Dividend Based on the Company's performance, the Directors have recommended a final dividend of `18 per equity share for FY 2019 taking the total dividend to `30 per share. The total dividend paid for FY 2018 was `25 per share (adjusted for bonus issued in FY 2019). The final dividend on equity shares, if approved by the members, would involve a cash outflow of `8,142 crore, including dividend tax. The total dividend on equity shares including dividend tax for FY 2019 would aggregate `13,148 crore, resulting in a payout of 43.7 percent of the unconsolidated profits of the Company. # 5. Transfer to reserves The closing balance of the retained earnings of the Company for FY 2019, after all appropriation and adjustments was `77,159 crore. # 6. Company's performance On a consolidated basis, the revenue for FY 2019 was `146,463 crore, higher by 19.0 percent over the previous year's revenue of `123,104 crore. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2019 and FY 2018 was `31,562 crore and `25,880 crore respectively. The PAT attributable to shareholders for FY 2019 was `31,472 crore registering a growth of 21.9 percent over the PAT of `25,826 crore for FY 2018. On an unconsolidated basis, the revenue for FY 2019 was `123,170 crore, higher by 26.5 percent over the previous year's revenue of `97,356 crore in FY 2018. The PAT attributable to shareholders for FY 2019 was `30,065 crore registering a growth of 19.1 percent over the PAT of `25,241 crore for FY 2018. # 7. Human resource development Your Company continued to focus on attracting new talent while investing in organic talent development to help employees acquire new skills, explore new roles and realize their potential. The reimagined approach to learning and development has helped the Company train over 311,000 employees on digital technologies and over 348,000 employees on Agile methodologies. The Company had a net addition of 29,287 employees globally, taking its total employee count to 424,285. Women make up 35.9 percent of the workforce, making your Company one of the largest employers of women in the world. A strong localization focus resulted in on-boarding of an all-time high number of local employees across all major markets in FY 2019. The diverse workforce now has 147 nationalities. Progressive HR policies and ongoing employee engagement initiatives, guided by our OneTCS culture, have made your Company an industry benchmark for talent retention. Attrition in FY 2019 was 11.3 percent for IT Services. The Company's internal employee satisfaction survey PULSE showed the highest employee satisfaction and engagement scores in the last 10 years."
+"This year, the Company democratized campus hiring with an all India TCS National Qualifier Test administered using the TCS iON Assessment Platform. This was open to any student across India who aspired to join TCS. The test saw participation by 280,000 students from 1,800 colleges. # 8. Quality initiatives The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. In FY 2019, the Company successfully completed the annual ISO surveillance audit and retained the enterprise-wide ISO certification for ISO 9001:2015, ISO 20000:2011, ISO 27001:2013 and ISO 22301:2012 standards. The Company successfully completed the compliance # Annual Report 2018-19 check for ISO 27017:2015 / 27018:2014 (Security controls for cloud services) standards. The Company continues to maintain the industry specific quality certifications - AS 9100 (Aerospace Industry), ISO 13485 (Medical Devices) and TL 9000 (Telecom Industry). The Company successfully completed the enterprise-wide surveillance assessment for ISO 30105:2016 (ITES/BPS Life cycle process requirements for Service Providers), enterprise-wide annual SSAE 18 (Statement on Standards for Attestation Engagements) and ISAE 3402 - SOC 1 and SOC 2 assessment for Business Process Services. The Company successfully completed Maturity Level 3 of the Automotive SPICE V3.1 (Automotive Software Process Improvement and Capability Determination) assessment for automotive domain projects for Engineering Services. TCS' integrated Quality Management System (iQMSTM) continues to enable outstanding value and experience to our customers. iQMSTM is continually enhanced for emerging service offerings, new delivery methodologies, industry best practices and latest technologies. iQMSTM has been updated to conform to the General Data Protection Regulation (GDPR) requirements. Our customer-centricity, rigor in operations, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels in the periodic surveys conducted by the Company. This is validated by top rankings in third-party surveys as well. # 9. Subsidiary companies The Company has 50 subsidiaries as on March 31, 2019. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). There has been no material change in the nature of the business of the subsidiaries. On October 31, 2018, the Company acquired 100% stake in W12 Studios Limited, an UK based company. W12 Studios brings with it an award-winning digital design studio based in London. Further, CMC eBiz, Inc., a subsidiary of CMC Americas, Inc., a US based subsidiary of the Company was voluntarily dissolved with effect from June 19, 2018. There were no employees or business operations in the dissolved subsidiary. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company https://www.tcs.com/investor-relations. # 10. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively."
+"Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2019. 38 I Directors' Report # 11. Directors and key managerial personnel Hanne Sorensen and Keki Mistry were appointed as additional and independent directors with effect from December 18, 2018. Don Callahan was appointed as additional and independent director with effect from January 10, 2019. A resolution seeking shareholders' approval for their appointment forms a part of the Notice. N Ganapathy Subramaniam retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice. O P Bhatt was appointed as an independent director at the nineteenth Annual General Meeting (AGM) held on June 27, 2014 for a period of five years. Based on the recommendation of the Nomination and Remuneration Committee, his re-appointment for a second term of five years is proposed at the ensuing AGM for the approval of the Members by way of special resolution. During the year, V Thyagarajan relinquished the position of independent director with effect from July 10, 2018 as part of the Board succession planning. Prof Clayton M Christensen relinquished the position of independent director with effect from September 28, 2018 due to personal reasons. Aman Mehta and Dr Ron Sommer were appointed as independent directors at the nineteenth AGM of the Company held on June 27, 2014 for the period of five years and are holding office till June 26, 2019. The Board places on record its appreciation for their invaluable contribution and guidance. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are: Rajesh Gopinathan, Chief Executive Officer and Managing Director, N Ganapathy Subramaniam, Chief Operating Officer and Executive Director, Ramakrishnan V, Chief Financial Officer and Rajendra Moholkar, Company Secretary. # 12. Number of meetings of the Board Six meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. # 13. Board evaluation The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc."
+"In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. # Annual Report 2018-19 # 14. Policy on directors' appointment and remuneration and other details The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://www.tcs.com. # 15. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 16. Audit committee File: AR_TCS_2018_2019.md The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report. # 17. Auditors At the twenty-second AGM held on June 16, 2017 the Members approved appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-seventh AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM. # 18. Auditor's report and secretarial audit report The statutory auditor's report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report. # 19. Risk management The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 20. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. # 21. Transactions with related parties None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form No. AOC-2 and the same forms part of this report. # 22. Corporate Social Responsibility The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://on.tcs.com/Global-CSR-Policy. # 23. Extract of annual return As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019 is given in Annexure III in the prescribed Form No. MGT-9, which is a part of this report. The same is available on https://on.tcs.com/annual-return-18-19. 40 I Directors' Report # 24. Particulars of employees The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below: # a."
+"The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year: |Name|Ratio to median remuneration|% increase in remuneration in the financial year| |---|---|---| |Non-executive directors| | | |N Chandrasekaran @|-|-| |Aman Mehta|51.55|5.00| |V Thyagarajan*|^|^| |Prof Clayton M Christensen**|^|^| |Dr Ron Sommer|36.00|4.76| |O P Bhatt|35.18|7.50| |Aarthi Subramanian@@|-|-| |Dr Pradeep Kumar Khosla|24.55|^^| |Hanne Sorensen***|^|^| |Keki Mistry***|^|^| |Don Callahan****|^|^| |Executive directors| | | |Rajesh Gopinathan|262.30|28.31| |N Ganapathy Subramaniam|190.01|24.88| |Chief Financial Officer| | | |Ramakrishnan V|-|22.58| |Company Secretary| | | |Rajendra Moholkar|-|18.23| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company and hence not stated. * Relinquished the position of Independent Director w.e.f. July 10, 2018. ** Relinquished the position of Independent Director w.e.f. September 28, 2018. *** Appointed as an Additional and Independent Director w.e.f. December 18, 2018. **** Appointed as an Additional and Independent Director w.e.f. January 10, 2019. ^ Since the remuneration is only for part of the year, the ratio of their remuneration to median remuneration and percentage increase in remuneration is not comparable and hence, not stated. ^^ Remuneration received in FY 2019 is not comparable with remuneration received in FY 2018 and hence, not stated. # b. The percentage increase in the median remuneration of employees in the financial year: 3.70 percent # c. The number of permanent employees on the rolls of Company: 424,285 # Annual Report 2018-19 # d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was 6 percent in India. However, during the course of the year, the total increase is approximately 7.2 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 2 percent to 5 percent. The increase in remuneration is in line with the market trends in the respective countries. Increase in the managerial remuneration for the year was 14.66 percent. # e. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. # f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary. # 25. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report. As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this Annual Report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company's website here. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. # 26. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 27. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy: Energy continues to be a material aspect from climate change as well as operational perspective."
+"TCS' commitment to decouple energy and carbon footprint from business growth reflects in the reduction in specific consumption that TCS has delivered year-on-year. FY 2019 saw addition of more green buildings into office infrastructure, addition of roof top solar system in offices, optimization of IT power usage as well as higher operational efficiency augmented through machine learning based cognitive algorithms on TCS IoT platform. The commitment towards energy was reinforced as TCS went in for Energy Management System certification as per ISO 50001:2011 for its campus at Pune (Sahayadri Park) and the same was recommended for certification. TCS is the first IT services company in India to have achieved this certification. The management system gives the tool to look at energy efficiency in a more systematic manner and helps drive continual improvement. The TCS IoT platform has been further enhanced to acquire Indoor Air Quality (IAQ) data - indoor CO2 levels, temperature and relative humidity. This helps ensure that the IAQ parameters inside TCS facilities are maintained within acceptable limits to ensure a healthy and conducive work environment for the associates. Renewable energy used in the Company's offices increased to 10.1 percent from 8.45 percent in the last year. During the year under review, Company added 1.7 MW of rooftop solar system across four locations, with plans to add another 3 MW in the coming year. On data center power management, Company successfully reduced the Power Utilization Efficiency (PUE) of the 23 data centers to 1.67 from 1.71 in FY 2019. Data Center/server room consolidation was a key enabler towards achieving this efficiency. # 42 I Directors' Report # Directors' Report These initiatives collectively resulted in the Company's specific energy consumption reducing by ~6.5 percent and specific carbon footprint reducing by ~8.1 percent, as compared to FY 2018, on a per FTE (full time equivalent) basis. # Technology absorption, adaption and innovation: The Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Company's operations do not require significant import of technology. # Research & Development (R&D): Specific areas in which R&D was carried out by the Company TCS Research and Innovation continued its alignment to the Company's business strategy and customer expectations manifest in the Business 4.0 framework. Agility in processes and enablers for a Machine First Delivery Model have been in focus. TCS has continued to invest in foundational research in Artificial Intelligence (AI), Deep Learning and high performance Computing Systems, to further Machine First Delivery Models. Research and innovation (R&I) programs created business impact across domains. TCS' Knowledge Extraction Framework was deployed for a large retail customer in the Middle East. The Compliance Automation was piloted for a leading European Bank. The Physical Sciences team is working closely with a mining company, providing deep insights into molecular modeling. The Data and Decision Sciences team provided an award winning solution for a CPG supply chain customer using reinforcement learning. The drone program from the incubation team had many successful client engagements. IgnioTM, a cognitive platform was significantly enhanced in FY 2019. Using its Machine-First™ approach, the platform enables customers transform underlying technology operations and enhance productivity. The MasterCraft Suite sees continuing investment, and has 100+ active customers. Jile 2.0, the agile planning, delivery and transformation offering, was launched. R&I was a clear differentiator to many business opportunities in FY 2019. R&I also provided enablers to further digitize and automate TCS' own processes. R&I provided inputs for the TCS National Qualifier Test which has opened up the TCS entry test to talented youth even in remote parts of India. Season Seven of TCS' CodeVita Contest, run on an improved coding platform, saw 210,000 participants build and submit 850,000 pieces of code. Research, innovation, the contextual knowledge within the units, the portfolio of intellectual property help TCS gain significant market share as well as mind share. To further strengthen delivery of research, innovation, business and technology transformations in close collaboration with the customer, the Company launched TCS Pace™ as an umbrella brand, and physical spaces called TCS Pace Port™. These hubs will be flexible modular spaces, featuring innovation showcases, co-innovation network, start-up accelerators, collaborative Think Spaces, Academic Research Spaces and Agile Workspaces, designed to ignite collaborative experimentation, research and rapid product prototyping along with customers, partners and academia. The first TCS Pace Port™ was launched in Tokyo."
+"TCS leveraged both the Academic Research Ecosystem and the Emerging Technology ecosystem for collaborative research as part of its Co-Innovation (TCS COINTM) Program. Your Company continues to collaborate significantly with existing global academic partners and premier Indian institutes. Emerging Technology COIN continued its interactions with innovation ecosystems in Americas, Europe and Asia. The Company continued to foster its culture of innovation, providing all employees the opportunity to innovate and receive recognition. The TCS Innovista competition attracted 3600+ entries across business units. An innovation challenge per week was held to solve customer problems with associates participating across the Company. TCS R&I remained closely connected to customers through events in different geographies. The TCS Innovation Forum was held in New York City, Mexico City, London and Edinburgh attracting 700+ customers, partners and technology experts. TCS hosted ""The TCS Slush Experience"" a curated pitching session to connect to TCS customers to some breakthrough technology companies at ""Slush"", the biggest start-up event in Europe. TCS Innovation Days and workshops were held for customers in various geographies. Pilot and proofs of concept implementations resulted from these connects. TCS R&I leadership continued to lead National Task Forces in areas like AI and 5G. TCS Researchers presented 200+ papers in premier conferences, have written books and book chapters through the year. The Company released a book of essays titled ""Reimagining Research"" describing several of its key research projects. Over a dozen researchers won best paper awards. TCS Incubation team won the 2018 NASA Space Apps Challenge. TCS R&I solutions won a number of awards. At the 13 th edition of TATA Innovista (2018) TCS won five awards across categories. TCS Research won the first place for modeling results in an (Additive Manufacture) AM-Bench 2018 Benchmark Challenge conducted by the National Institute of Standards and Technology (NIST), USA. TCS Optumera™ received the Best Machine Learning/Artificial Intelligence Implementation Award at Cypher 2018 as well as the # Annual Report 2018-19 ""Best Application of AI in the Enterprise Category"" award at The AIconics; Verification by Abstraction and Test Generation emerged winner in the International Competition on Software Verification 2019 held at TACAS in Prague, Czech Republic. TCS' Digital Twin Solution won the IT Innovation - Express IT Award. The TCS digital assistive solution to improve physiotherapy regimen for children with locomotor disabilities won several awards and was deployed jointly in a TCS client's program at a rehabilitation center. As of March 31, 2019, the Company has applied for 4,596 patents cumulatively. Till date the Company has been granted 946 patents. # Future Plan of Action Business 4.0 and its enabling technologies, digital reimagination of industry and society, and industrialization of software and computing will continue to be the focus of TCS R&I. Engagement with all its businesses, with its Co-Innovation Network, and with society at large will continue. # Expenditure on R&D TCS Innovation Labs are located in India and other parts of the world. These R&D centers, as certified by Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. Expenditure incurred in the R&D centers and innovation centers during FY 2019 and FY 2018 are given below: |Expenditure on R&D and innovation| |Unconsolidated|Consolidated| | |---|---|---|---|---| | |FY 2019|FY 2018|FY 2019|FY 2018| |a. Capital|2|-|2|-| |b. Recurring|303|295|306|298| |c. Total R&D expenditure (a+b)|305|295|308|298| |d. Innovation center expenditure|1,285|1,079|1,352|1,202| |e. Total R&D and innovation expenditure (c+d)|1,590|1,374|1,660|1,500| |f. R&D and innovation expenditure as a percentage of total turnover|1.3%|1.4%|1.1%|1.2%| # Foreign exchange earnings and outgo Export revenue constituted 93.3 percent of the total unconsolidated revenue in FY 2019 (92.2 percent in FY 2018). |Foreign exchange earnings and outgo|FY 2019|FY 2018| |---|---|---| |a. Foreign exchange earnings|119,499|92,258| |b. CIF Value of imports|447|768| |c. Expenditure in foreign currency|49,336|33,014| # Acknowledgments The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N Chandrasekaran Mumbai, April 12, 2019 Chairman # Annexure I # Form No."
+"AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under fourth proviso thereto: # 1. Details of contracts or arrangements or transactions not at arm's length basis: Tata Consultancy Services Limited (the Company) has not entered into any contract/arrangement/transaction with its related parties, which is not in ordinary course of business or at arm's length during FY 2019. The Company has laid down policies and processes/procedures so as to ensure compliance to the subject section in the Companies Act, 2013 (Act) and the corresponding Rules. In addition, the process goes through internal and external checking, followed by quarterly reporting to the Audit Committee. - (a) Name(s) of the related party and nature of relationship: Not Applicable - (b) Nature of contracts/arrangements/transactions: Not Applicable - (c) Duration of the contracts/arrangements/transactions: Not Applicable - (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - (e) Justification for entering into such contracts or arrangements or transactions: Not Applicable - (f) Date(s) of approval by the Board: Not Applicable - (g) Amount paid as advances, if any: Not Applicable - (h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188: Not Applicable # 2. Details of material contracts or arrangement or transactions at arm's length basis: - (a) Name(s) of the related party and nature of relationship: Not Applicable - (b) Nature of contracts/arrangements/transactions: Not Applicable - (c) Duration of the contracts/arrangements/transactions: Not Applicable - (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable - (e) Date(s) of approval by the Board, if any: Not Applicable - (f) Amount paid as advances, if any: None Note: All related party transactions are benchmarked for arm's length, approved by Audit Committee and reviewed by Statutory Auditors. The above disclosures on material transactions are based on threshold of 10 percent of consolidated turnover and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. On behalf of the Board of Directors N Chandrasekaran Mumbai, April 12, 2019 Chairman Directors' Report I 45 # Annual Report 2018-19 # Annexure II # Annual Report on CSR Activities A brief outline of the Company's Corporate Social Responsibility (CSR) policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs: The guiding principle of TCS' CSR programs is ""Impact through Empowerment"". Empowerment results in enabling people to lead a better life. The Company's focus areas are Education and Skill Development, Health and Wellness and Environmental Sustainability. In addition, the Company has been supporting the restoration of heritage sites as well as participating in relief operations during natural disasters. The Company's participation focuses on operations where it can contribute meaningfully either through employee volunteering or by using core competency which develops solutions. In addition, for key engagements, it also partners with other Tata entities, NGOs, Government and clients. The communities that the Company chooses are economically backward, and consist of marginalized groups (like women, children and aged) and differently abled. In addition, the Affirmative Action programs of the Company in India are directed towards SC/ST communities as defined by the Government of India. The projects undertaken are within the broad framework of Schedule VII of the Companies Act, 2013. Details of the CSR policy and projects or programs undertaken by the Company are available on links given below: - https://on.tcs.com/Global-CSR-Policy - https://www.tcs.com/community-initiatives-and-impact 1. The composition of the CSR committee: The Company has a CSR committee of directors comprising N Chandrasekaran, Chairman of the Committee, O P Bhatt, Rajesh Gopinathan and Aarthi Subramanian. 2. Average net profit of the company for last three financial years for the purpose of computation of CSR: `27,078 crore. 3. Prescribed CSR Expenditure (two per cent of the amount as in item 2 above): `542 crore. 4. Details of CSR spent during the financial year: - a. Total amount to be spent for the financial year: `542 crore - b."
+"Amount unspent: `108 crore - Company spends amount on projects keeping in mind sustainability, impact on the desired recipients, and efficacy of implementing agencies. Considering the multi year projects, total amount to be spent and the extent of due diligence to be performed, the Company is focusing on select projects to ensure maximum impact to society. The Company also spends actively in various communities and on social initiatives in the countries it operates in. These expenditures, while in the nature of CSR spend, do not qualify under Section 135 of the Companies Act 2013. The total CSR spend of the Company for FY 2019 including both the nature of expenses is `527 crore. - c. Manner in which the amount spent during the financial year: Annexed 5. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Please refer to item no. 4(b) above. 6. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and CSR policy of the Company. Rajesh Gopinathan Chief Executive Officer and Managing Director N Chandrasekaran Chairman, Corporate Social Responsibility Committee Mumbai, April 12, 2019 46 I Directors' Report # (c) Manner in which amount spent during the financial year is detailed below: |Sr. No.|CSR Project or Activity identified|Sector in which project is covered|Projects or programs|Amount Outlay (budget)|Amount spent on the projects or program|Cumulative Expenditure up to the reporting period|Amount Spent : Direct or through implementing agency| |---|---|---|---|---|---|---|---| |1|Training and educating children, women, elderly, differently abled, scholarships, special education and increasing employability|Promoting education, including special education and employment enhancing vocation skills|Pan India|314|36|283|Through implementing agency| |2|Disaster Relief, technical support for Hospitals including Cancer Institutes, promoting hygenic sanitation.|Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation|Pan India|677|296|606|Through implementing agency| |3|Water conservation through desilting, repair and maintenance of lakes, watershed restoration for sustainability and flood protection|Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare|Pan India|16|3|5|Direct| |4|Contribution to TCS Foundation|Various sectors covered by Schedule VII of the Companies Act, 2013|Pan India|584|92|582|Through implementing agency| |Sub-total|Sub-total|Sub-total|Sub-total|1,591|427|1,476| | |Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|7| |Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|434| Note: With respect to the projects identified by the Company as a part of its CSR activities, the Company had an outlay of `1,600 crore against which a cumulative expenditure of `1,483 crore has been incurred up to March 31, 2019. Directors' Report I 47 # Annual Report 2018-19 # Annexure III # Form No. MGT-9 # Extract of Annual Return as on the financial year ended on March 31, 2019 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] # I. REGISTRATION AND OTHER DETAILS: File: AR_TCS_2018_2019.md - i. CIN: L22210MH1995PLC084781 - ii. Registration Date: January 19, 1995 - iii. Name of the Company: Tata Consultancy Services Limited - iv. Category / Sub-Category of the Company: Company Limited by shares / Indian Non-Government Company - v. Address of the Registered office and contact details: - 9th Floor, Nirmal Building, - Nariman Point, - Mumbai 400 021 - Tel: 91 22 6778 9595 - Email: investor.relations@tcs.com - Website: www.tcs.com - vi. Whether listed company: Yes - vii. Name, Address and Contact details of Registrar and Transfer Agent, if any: - TSR DARASHAW Limited - 6-10, Haji Moosa Patrawala Industrial Estate - 20, Dr. E. Moses Road - Mahalaxmi - Mumbai 400 011 - Tel: 91 22 6656 8484 - Fax: 91 22 6656 8494 - Email: csg-unit@tsrdarashaw.com - Website: www.tsrdarashaw.com # II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated: |Sr. No.|Name and description of main products / services|NIC Code of the product / service|% to total turnover of the Company| |---|---|---|---| |1.|Computer Programming, Consultancy and Related Activities|620|100| # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES |Sr."
+"No.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |1.|Tata Sons Private Limited Bombay House, 24, Homi Modi Street, Mumbai, Maharashtra 400 001, India|U99999MH1917PTC000478|Holding|72.02|2(46)| |2.|APTOnline Limited E-Park, No.1, Jubilee Gardens, Cyberabad, Hyderabad, Telangana 500081, India|U75142TG2002PLC039671|Subsidiary|89|2(87)| |3.|C-Edge Technologies Limited Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai, Maharashtra 400093, India|U72900MH2006PLC159038|- do -|51|2(87)| |4.|MP Online Limited No 4th Floor, OB 14 to 17 DB City Corporate Block, DB Mall Arera Hill, Bhopal 462011, Madhya Pradesh, India|U72400MP2006PLC018777|- do -|89|2(87)| |5.|TCS e-Serve International Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U72300MH2007PLC240002|- do -|100|2(87)| |6.|MahaOnline Limited Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai 400032, Maharashtra, India|U72900MH2010PLC206026|- do -|74|2(87)| |7.|TCS Foundation 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U74999MH2015NPL262710|- do -|100|2(87)| |8.|Tata Consultancy Services (Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|Not Applicable|- do -|100|2(87)| |9.|Tata Consultancy Services (South Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|- do -|- do -|100|2(87)| |10.|Tata Consultancy Services Qatar S. S. C. 935 Al Fardan Office Tower, Al Fardan 61, P.O. Box No. 31316, Doha, State of Qatar|- do -|- do -|100|2(87)| |11.|Tata Consultancy Services Saudi Arabia Akaria, Centre II, 7th Floor, Office No 712, Riyadh - 11372, Kingdom of Saudi Arabia|- do -|- do -|76|2(87)| |12.|Tata Consultancy Services Asia Pacific Pte Ltd. 60, Anson Road, # 18-01, Mapletree Anson, Singapore 079914|- do -|- do -|100|2(87)| |13.|Tata Consultancy Services Malaysia Sdn Bhd Level 8, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia|- do -|- do -|100|2(87)| |14.|Tata Consultancy Services (China) Co., Ltd. 1st floor, Tower D 3 rd Block Zhongguancun Software Park, Building No. 9, No. 8 Dongbeiwang West Road, Haidian District, Beijing, People's Republic of China|- do -|- do -|93.20|2(87)| |15.|PT Tata Consultancy Services Indonesia Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega, Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950, Indonesia|- do -|- do -|100|2(87)| |16.|Tata Consultancy Services (Thailand) Limited 32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, Wattana District, Bangkok, Thailand|- do -|- do -|100|2(87)| |17.|Tata Consultancy Services (Philippines) Inc. 10th Floor, Panorama Towers, 34 th Street Corner, Lane A, Bonifacio Global City, Taguig City, Philippines 1634|- do -|- do -|100|2(87)| # Annual Report 2018-19 |Sr. No.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |18.|Tata Consultancy Services Japan, Ltd. 4-1-4 Shibakoen, Minato Ku, Tokyo, Japan|Not Applicable|Subsidiary|51|2(87)| |19.|Tata Consultancy Services Canada Inc. 400 University Avenue, 25th Floor, Toronto, Ontario M5G 1S5, Canada|- do -|- do -|100|2(87)| |20.|Tata Consultancy Services De Espana S.A. C/ Santa Leonor 65, Edificio F 2a Planta 28037, Madrid, Spain|- do -|- do -|100|2(87)| |21.|Tata Consultancy Services Deutschland GmbH Messeturm, D-60308 Frankfurt a.M., Germany|- do -|- do -|100|2(87)| |22.|Tata Consultancy Services Netherlands BV Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam, The Netherlands|- do -|- do -|100|2(87)| |23.|Tata Consultancy Services Sverige AB Mäster Samuelsgatan, 42 SE 111 57, Sweden|- do -|- do -|100|2(87)| |24.|Tata Consultancy Services Belgium Lenneke Marelaan 6, 1932 Sint-Stevens-Woluwe, Belgium|- do -|- do -|100|2(87)| |25.|TCS Italia s.r.l. Corso Italia 1, Milano 20122, Italy|- do -|- do -|100|2(87)| |26.|Diligenta Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|- do -|100|2(87)| |27.|Tata Consultancy Services (Portugal) Unipessoal Limitada Av. José Gomes Ferreira, 15.7 U, 1495-139 Algés, Portugal|- do -|- do -|100|2(87)| |28.|Tata Consultancy Services Luxembourg S.A. Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg|- do -|- do -|100|2(87)| |29.|Tata Consultancy Services Switzerland Ltd Thurgauerstrasse 36/38, 8050 Zurich, Switzerland|- do -|- do -|100|2(87)| |30.|Tata Consultancy Services Osterreich GmbH Orbi Tower, Thomas Klestil-Platz 13, 1030 Wien, Austria|- do -|- do -|100|2(87)| |31.|Tata Consultancy Services Danmark ApS C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark|- do -|- do -|100|2(87)| |32.|Tata Consultancy Services France SA Tour Franklin-La Defense 8, 100/101 Terrasse Boieldieu -92042, La Defense Cedex, Paris, France|- do -|- do -|100|2(87)| |33.|TCS FNS Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |34.|TCS Financial Solutions Australia Holdings Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |35.|TCS Financial Solutions Australia Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |36.|TCS Financial Solutions Beijing Co., Ltd."
+"Unit 2509, No.23, Qinghe Anningzhuang East Road No.18, Haidian District, Beijing, Peoples Republic China 100193|- do -|- do -|100|2(87)| |37.|TCS Iberoamerica SA Colonia 1329; Montevideo, Uruguay (Postal Code: 11100)|- do -|- do -|100|2(87)| |38.|TCS Solution Center S.A. Ruta 8, km 17500, Zonamerica, Ed 600, Montevideo, Uruguay|- do -|- do -|100|2(87)| |39.|Tata Consultancy Services Argentina S.A. Uspallata 3046; Capital Federal, Ciudad Autónoma de Buenos Aires, Argentina (CP: C1437JCJ)|- do -|- do -|100|2(87)| # 50 I Directors' Report |Sr.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |40.|Tata Consultancy Services De Mexico S.A., De C.V. Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, Ciudad de Mexico, México, DF, México (Postal Code: 03100)|Not Applicable|Subsidiary|100|2(87)| |41.|TCS Inversiones Chile Limitada Curico 18, Piso 3 & 5, Santiago, Chile (Postal Code: 8330088)|- do -|- do -|100|2(87)| |42.|Tata Consultancy Services Do Brasil Ltda Alameda Madeira, 328 - 13° andar, Alphaville Industrial - Barueri - SP. Zip Code 06453-020|- do -|- do -|100|2(87)| |43.|Tata Consultancy Services Chile S.A. Curicó 18, Piso 3 & 5, Santiago, Chile (Postal Code: 8330088)|- do -|- do -|100|2(87)| |44.|TATASOLUTION CENTER S.A. Francisco Salazar E10-61 and Camilo Destruge, Building INLUXOR 7th Floor; Quito, Ecuador|- do -|- do -|100|2(87)| |45.|TCS Uruguay S.A. Monte Caseros 2600, Montevideo, Uruguay (Postal Code:11100)|- do -|- do -|100|2(87)| |46.|Technology Outsourcing S.A.C. Las Begonisa 475, Sexto Pisa, San Isidro, Lima 27- Peru|- do -|- do -|100|2(87)| |47.|MGDC S.C. Avenue Tizoc No.97, Colonia Ciudad del Sol, Zapopan Jalisco, Guadalajara, Mexico (Postal Code 45050)|- do -|- do -|100|2(87)| |48.|Tata America International Corporation 101, Park Avenue, 26th Floor, New York 10178, U.S.A.|- do -|- do -|100|2(87)| |49.|CMC Americas, Inc. 379 Thornall Street, Edison 08837, New Jersey, U.S.A.|- do -|- do -|100|2(87)| |50.|TCS e-Serve America, Inc. Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle County, Delaware - 19801 U.S.A.|- do -|- do -|100|2(87)| |51.|W12 Studios Limited 75 Bayham Street, London, England, NW1 0AA|- do -|- do -|100|2(87)| # Annual Report 2018-19 # IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) # i) Category-wise Shareholding |Sr. No.|Category of shareholders| |No. of shares held at the beginning of the year April 1, 2018| | | | |No. of shares held at the end of the year March 31, 2019|% of total shares|Change during the year| | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |A. Promoters and Promoter Group|(1) Indian|Demat|Physical|Total| |% of total|Demat|Physical|Total|% of total| | | | | | | | | |(a) Individuals/Hindu Undivided Family| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(b) Central Government/State Government(s)| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(c) Bodies Corporate|1,376,673,818| |-|1,376,673,818| |71.9|2,703,542,000|-|2,703,542,000|72.0|0.1| | | | | | | | |(d) Financial Institutions/Banks| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(e) Others-Trust|-|-|-|-|-|-|-|-|-| | | | | | | | | | |Sub-Total (A) (1)|1,376,673,818|-|1,376,673,818| | |71.9|2,703,542,000|-|2,703,542,000|72.0|0.1| | | | | | | | |(2) Foreign|(a) Individuals (Non-Resident Individuals/Foreign Individuals)| | | | | | | | |-|-|-|-|-|-|-|-| | |(b) Bodies Corporate| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(c) Institutions| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(d) Qualified Foreign Investor| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(e) Any Other (specify)| |-|-|-|-|-|-|-|-|-| | | | | | | | | |Sub-Total (A) (2)|-|-|-|-|-|-|-|-|-| | | | | | | | | | |Total Shareholding of Promoter and Promoter Group (A)|1,376,673,818| |-|1,376,673,818| |71.9|2,703,542,000|-|2,703,542,000|72.0|0.1| | | | | | | | |(B) Public Shareholding|(1) Institutions|Demat|Physical|Total| |% of total|Demat|Physical|Total|% of total| | | | | | | | | |(a) Mutual Funds/UTI|41,197,074| |1,725|41,198,799| |2.2|93,354,218|3,450|93,357,668|2.5|0.3| | | | | | | | |(b) Financial Institutions/Banks|542,844| |2,555|545,399| |-|707,232|5,110|712,342|-|-| | | | | | | | |(c) Central Government/State Government(s)| |890,812|-|890,812|-| |2,037,771|-|2,037,771|0.1|0.1| | | | | | | | |(d) Venture Capital Funds| |-|-|-|-|-|-|-|-|-| | | | | | | | | |(e) Insurance Companies|90,163,887| |-|90,163,887| |4.7|196,172,807|-|196,172,807|5.2|0.5| | | | | | | | |(f) Foreign Institutional Investors|2,903,768| |-|2,903,768| |0.2|4,732,576|-|4,732,576|0.1|(0.1)| | | | | | | | |(g) Foreign Venture Capital Investors| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(h) Qualified Foreign Investors| | | | | | | | | |-|-|-|-|-|-|-|-|-| |(i) Foreign Portfolio Investors (Corporate)|320,212,127| |-|320,212,127| |16.7|588,110,025|-|588,110,025|15.7|(1.0)| | | | | | | | |(j) Any Other (specify)| |-|-|-|-|-|-|-|-|-| | | | | | | | | |Sub-Total (B) (1)|455,910,512| |4,280|455,914,792| |23.8|885,114,629|8,560|885,123,189|23.6|(0.2)| | | | | | | | # Shareholding Pattern |Sr.|Category of shareholders|No. of shares held at the beginning of the year April 1, 2018|No."
+"of shares held at the end of the year March 31, 2019|%|No.|Demat|Physical|Total|% of total|Demat|Physical|Total|% of total|Change during the year| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |(2)|Non-Institutions| | | | | | | | | | | | | | |(a)|Bodies Corporate|6,543,057|18,072|6,561,129|0.3|12,451,882|34,647|12,486,529|0.3|-| | | | | |(b)|Individuals -| | | | | | | | | | | | | | |i|Individual shareholders holding nominal share capital up to `1 lakh|55,447,184|817,080|56,264,264|2.9|114,051,696|1,414,588|115,466,284|3.1|0.2| | | | | |ii|Individual shareholders holding nominal share capital in excess of `1 lakh|12,205,322|-|12,205,322|0.7|20,132,741|-|20,132,741|0.5|(0.2)| | | | | |(c)|Qualified Foreign Investors|-|-|-|-|-|-|-|-|-| | | | | |(d)|Any Other| | | | | | | | | | | | | | |i|Trusts|3,956,861|-|3,956,861|0.2|9,879,420|-|9,879,420|0.3|0.1| | | | | |ii|Foreign Companies|28|-|28|-|56|-|56|-|-| | | | | |iii|Clearing Members/Clearing House|1,777,666|-|1,777,666|0.1|3,842,202|-|3,842,202|0.1|-| | | | | |iv|Alternative Investment Fund|825,661|-|825,661|-|1,663,495|-|1,663,495|-|-| | | | | |v|IEPF Suspense A/c|108,050|-|108,050|0.1|248,790|-|248,790|0.1|-| | | | | |Sub-total (B) (2)| |80,863,829|835,152|81,698,981|4.3|162,270,282|1,449,235|163,719,517|4.4|0.1| | | | | |Total Public Shareholding| |536,774,341|839,432|537,613,773|28.1|1,047,384,911|1,457,795|1,048,842,706|27.9|(0.2)| | | | | |(B) = (B)(1)+(B)(2)| |TOTAL (A)+(B)|1,913,448,159|839,432|1,914,287,591|100.0|3,750,926,911|1,457,795|3,752,384,706|100.0|-| | | | |(C)|Shares held by Custodians and against which Depository Receipts have been issued|-|-|-|-|-|-|-|-|-| | | | | |GRAND TOTAL (A)+(B)+(C)| |1,913,448,159|839,432|1,914,287,591|100.0|3,750,926,911|1,457,795|3,752,384,706|100.0|-| | | | | Directors' Report I 53 # Annual Report 2018-19 # ii) Shareholding of Promoters (including Promoter Group) |Sr. No.|Shareholder's Name|Shareholding at the beginning of the year April 1, 2018| | |Shareholding at the end of the year March 31, 2019|% change in shareholding| | | | |---|---|---|---|---|---|---|---|---|---| |1.|Tata Sons Private Limited (Promoter)|No. of shares: 1,376,118,911 % of total shares of the Company: 71.9 % of shares pledged/ encumbered to total shares: 2.1|No. of shares: 2,702,450,947 % of total shares of the Company: 72.0 % of shares pledged/ encumbered to total shares: 2.1| | | | | |0.1| |2.|Tata Industries Limited*|No. of shares: 3,610 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|No. of shares: 7,220 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|-| | | | | | |3.|Tata Investment Corporation Limited*|No. of shares: 527,110 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|No. of shares: 1,036,269 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|-| | | | | | |4.|Tata Steel Limited*|No. of shares: 23,804 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|No. of shares: 46,798 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|-| | | | | | |5.|The Tata Power Company Limited*|No. of shares: 383 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|No. of shares: 766 % of total shares of the Company: - % of shares pledged/ encumbered to total shares: -|-| | | | | | |Total|No. of shares: 1,376,673,818 % of total shares of the Company: 71.9 % of shares pledged/ encumbered to total shares: 2.1|No. of shares: 2,703,542,000 % of total shares of the Company: 72.0 % of shares pledged/ encumbered to total shares: 2.1| | | | | | |0.1| * Forms part of the Promoter Group # iii) Change in Promoters' (including Promoter Group) Shareholding (please specify, if there is no change) |Sr. No.|Name of the shareholder|Shareholding at the beginning of the year April 1, 2018|Date|Reason|Increase/Decrease in Shareholding|Cumulative shareholding during the year| |---|---|---|---|---|---|---| |1.|Tata Sons Private Limited (Promoter)|No. of shares: 1,376,118,911 % of total shares of the Company: 71.9|03-Jun-2018|Bonus issue|1,376,118,911|No. of shares: 2,702,450,947 % of total shares of the Company: 72.0| | | | |21-Sep-2018|Tendered in buy-back offer|(49,786,875)| | |2.|Tata Industries Limited*|No. of shares: 3,610 % of total shares of the Company: -|03-Jun-2018|Bonus issue|3,610|No. of shares: 7,220 % of total shares of the Company: -| |3.|Tata Investment Corporation Limited*|No. of shares: 527,110 % of total shares of the Company: -|03-Jun-2018|Bonus issue|527,110|No. of shares: 1,036,269 % of total shares of the Company: -| | | | |21-Sep-2018|Tendered in buy-back offer|(17,951)| | |4.|Tata Steel Limited*|No. of shares: 23,804 % of total shares of the Company: -|03-Jun-2018|Bonus issue|23,804|No. of shares: 46,798 % of total shares of the Company: -| | | | |21-Sep-2018|Tendered in buy-back offer|(810)| | |5.|The Tata Power Company Limited*|No. of shares: 383 % of total shares of the Company: -|03-Jun-2018|Bonus issue|383|No."
+"of shares: 766 % of total shares of the Company: -| * Forms part of the Promoter Group # 54 I Directors' Report # iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and holder of GDRs and ADRs): |Sr. No|Top Ten Shareholders*|Shareholding at the beginning of the year|Cumulative shareholding at end of the year| |---|---|---|---| |1.|Life Insurance Corporation of India|No. of shares: 75,384,947 % of total shares of the Company: 3.9|No. of shares: 152,493,927 % of total shares of the Company: 4.1| |2.|SBI Mutual Fund|No. of shares: 7,056,720 % of total shares of the Company: 0.4|No. of shares: 21,680,561 % of total shares of the Company: 0.6| |3.|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|No. of shares: 15,054,489 % of total shares of the Company: 0.8|No. of shares: 19,248,438 % of total shares of the Company: 0.5| |4.|Government of Singapore|No. of shares: 6,497,754 % of total shares of the Company: 0.3|No. of shares: 18,028,475 % of total shares of the Company: 0.5| |5.|Oppenheimer Developing Markets Fund|No. of shares: 7,996,009 % of total shares of the Company: 0.4|No. of shares: 16,731,906 % of total shares of the Company: 0.5| |6.|ICICI Prudential Life Insurance Company Ltd|No. of shares: 3,886,141 % of total shares of the Company: 0.2|No. of shares: 16,139,316 % of total shares of the Company: 0.4| |7.|Axis Mutual Fund Trustee Limited|No. of shares: 4,055,256 % of total shares of the Company: 0.2|No. of shares: 15,244,614 % of total shares of the Company: 0.4| |8.|Abu Dhabi Investment Authority|No. of shares: 6,296,384 % of total shares of the Company: 0.3|No. of shares: 15,036,984 % of total shares of the Company: 0.4| |9.|Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds|No. of shares: 7,595,080 % of total shares of the Company: 0.4|No. of shares: 14,112,213 % of total shares of the Company: 0.4| |10.|Vanguard Total International Stock Index Fund|No. of shares: 6,179,273 % of total shares of the Company: 0.3|No. of shares: 13,978,944 % of total shares of the Company: 0.4| * The shares of the Company are traded on daily basis and hence the datewise increase/decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. # v) Shareholding of Directors and Key Managerial Personnel: |Sr. No.|Name of the Shareholder|Date|Reason|Shareholding at the beginning of the year|Cumulative shareholding at the end of the year| |---|---|---|---|---|---| |1.|N Chandrasekaran|01-Apr-2018|-|No. of shares: 88,528 % of total shares of the Company: -|No. of shares: 177,056 % of total shares of the Company: -| | | |03-Jun-2018|Bonus issue|No. of shares: 88,528 % of total shares of the Company: -|No. of shares: 177,056 % of total shares of the Company: -| | | |31-Mar-2019|-| |No. of shares: 177,056 % of total shares of the Company: -| |2.|Aarthi Subramanian|01-Apr-2018|-|No. of shares: 2,800 % of total shares of the Company: -|No. of shares: 5,600 % of total shares of the Company: -| | | |03-Jun-2018|Bonus issue|No. of shares: 2,800 % of total shares of the Company: -|No. of shares: 5,600 % of total shares of the Company: -| | | |31-Mar-2019|-| |No. of shares: 5,600 % of total shares of the Company: -| |3.|Rajesh Gopinathan|01-Apr-2018|-|No. of shares: 1,130 % of total shares of the Company: -|No. of shares: 2,260 % of total shares of the Company: -| | | |03-Jun-2018|Bonus issue|No. of shares: 1,130 % of total shares of the Company: -|No. of shares: 2,260 % of total shares of the Company: -| | | |31-Mar-2019|-| |No. of shares: 2,260 % of total shares of the Company: -| |4.|N Ganapathy Subramaniam|01-Apr-2018|-|No. of shares: 98,880 % of total shares of the Company: -|No. of shares: 197,760 % of total shares of the Company: -| | | |03-Jun-2018|Bonus issue|No. of shares: 98,880 % of total shares of the Company: -|No. of shares: 197,760 % of total shares of the Company: -| | | |31-Mar-2019|-| |No. of shares: 197,760 % of total shares of the Company: -| |5.|Keki Mistry*|01-Apr-2018|NA|NA|NA| | | |18-Dec-2018|-|No. of shares: 4,078 % of total shares of the Company: -|No. of shares: 4,078 % of total shares of the Company: -| | | |31-Mar-2019|-| |No. of shares: 4,078 % of total shares of the Company: -| |1.|Ramakrishnan V|01-Apr-2018|-|No. of shares: 1,000 % of total shares of the Company: -|No. of shares: 2,000 % of total shares of the Company: -| | | |03-Jun-2018|Bonus issue|No. of shares: 1,000 % of total shares of the Company: -|No."
+"of shares: 2,000 % of total shares of the Company: -| | | |31-Mar-2019|-| |No. of shares: 2,000 % of total shares of the Company: -| |2.|Rajendra Moholkar|01-Apr-2018|-|No. of shares: 182 % of total shares of the Company: -|No. of shares: 364 % of total shares of the Company: -| | | |03-Jun-2018|Bonus issue|No. of shares: 182 % of total shares of the Company: -|No. of shares: 364 % of total shares of the Company: -| | | |31-Mar-2019|-| |No. of shares: 364 % of total shares of the Company: -| *Appointed as Additional and Independent Director w.e.f. December 18, 2018 and hence shareholding details have been disclosed w.e.f. December 18, 2018. # Annual Report 2018-19 # V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment | |Secured loans|Unsecured loans|Deposits|Total Indebtedness| |---|---|---|---|---| |excluding deposits|Note 1|Note 2|Note 3| | |Indebtedness at the beginning of the financial year|44|181|3|228| |i) Principal Amount|44|181|3|228| |ii) Interest due but not paid|-|-|-|-| |iii) Interest accrued but not due|-|-|-|-| |Total (i+ii+iii)|44|181|3|228| |Change in Indebtedness during the financial year| | | | | |* Addition|-|-|1|1| |* Reduction|(5)|(181)|-|(186)| |Net change|(5)|(181)|1|(185)| |Indebtedness at the end of the financial year|39|-|4|43| |i) Principal amount|39|-|4|43| |ii) Interest due but not paid|-|-|-|-| |iii) Interest accrued but not due|-|-|-|-| |Total (i+ii+iii)|39|-|4|43| Notes: 1. Secured loans excluding deposits of `39 crore as at March 31, 2019, represents obligations under finance lease including current portion of obligations. 2. Opening balance as at April 1, 2018, of unsecured loans represent bank overdraft of `181 crore. 3. Deposits represent amounts received from lessee for the premises given on sub-lease and from vendors for contracts to be executed. # VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL # A. Remuneration to Managing Director, Whole-time Directors and / or Manager: |Sr. No.|Particulars of Remuneration| | | |Name of MD/WTD/Manager|Total Amount| | | | |---|---|---|---|---|---|---|---|---|---| | | |Rajesh Gopinathan Chief Executive Officer and Managing Director|N Ganapathy Subramaniam Chief Operating Officer and Executive Director| | | | | | | |1.|Gross salary| | | | | | | | | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961| | |115.74| |109.02|224.76| | | | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961| | |126.76| |13.30|140.06| | | | |(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961| | | | | |-|-|-| |2.|Stock Option| | |-|-|-| | | | |3.|Sweat Equity| | |-|-|-| | | | |4.|Commission| | |1,300.00| |900.00|2,200.00| | | | |as % of profit| | |0.03| |0.02|0.05| | | |5.|Others, Allowances| | |60.35| |138.76|199.11| | | |Total (A)| | | |1,602.85| |1,161.08|2,763.93| | | | |Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)| | | | | |404,348.06| | | # B. Remuneration to other directors: |Sr. No.|Particulars of Remuneration|Sitting Fees for attending board/ committee meetings|Commission|Others, please specify|Total Amount| |---|---|---|---|---|---| |1.|Independent Directors| | | | | | |Aman Mehta|4.80|315.00|-|319.80| | |V Thyagarajan*|3.00|100.00|-|103.00| | |Prof Clayton M Christensen**|0.30|75.00|-|75.30| | |Dr Ron Sommer|5.10|220.00|-|225.10| | |O P Bhatt|7.50|215.00|-|222.50| | |Dr Pradeep Kumar Khosla|2.10|150.00|-|152.10| | |Hanne Sorensen***|0.60|50.00|-|50.60| | |Keki Mistry***|0.60|50.00|-|50.60| | |Don Callahan****|0.30|35.00|-|35.30| | |Total (1)|24.30|1,210.00|-|1,234.30| |2.|Other Non-Executive Directors| | | | | | |N Chandrasekaran@|3.60|-|-|3.60| | |Aarthi Subramanian@@|5.70|-|-|5.70| | |Total (2)|9.30|-|-|9.30| | |Total (B)=(1+2)|33.60|1,210.00|-|1,243.60| | |Total Managerial Remuneration Ceiling as per the Act (@1% of profits calculated under Section 198 of the Companies Act, 2013)| | | |40,434.81| * Relinquished the position of Independent Director w.e.f. July 10, 2018. ** Relinquished the position of Independent Director w.e.f. September 28, 2018. *** Appointed as Additional and Independent Director w.e.f. December 18, 2018. **** @ Appointed as an Additional and Independent Director w.e.f. January 10, 2019. @@ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company. In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company. # C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD |Sr."
+"No.|Particulars of Remuneration|Key Managerial Personnel| |Total| |---|---|---|---|---| |1.|Gross salary|Ramakrishnan V|Rajendra Moholkar| | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|72.06|21.66|93.72| | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961|43.54|1.20|44.74| | |(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961|-|-|-| |2.|Stock Option|-|-|-| |3.|Sweat Equity|-|-|-| |4.|Commission|-|-|-| | |as % of profit|-|-|-| |5.|Others, Allowances|297.47|117.29|414.76| | |Total|413.07|140.15|553.22| Note: For more information, please refer to the Corporate Governance Report. # VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2019. # Annual Report 2018-19 # Annexure IV # Form No. MR-3 # Secretarial Audit Report # For The Financial Year Ended March 31, 2019 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited File: AR_TCS_2018_2019.md We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2019, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2019 according to the applicable provisions of: 1. The Companies Act, 2013 (the Act) and the rules made thereunder; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; 4. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period) 5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period) 6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) 7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) 8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as applicable. 58 I Directors' Report # (vi) Other laws applicable specifically to the Company namely:- - (a) Information Technology Act, 2000 and the rules made thereunder; - (b) Special Economic Zones Act, 2005 and the rules made thereunder; - (c) Software Technology Parks of India rules and regulations - (d) The Indian Copyright Act, 1957 - (e) The Patents Act, 1970 - (f) The Trade Marks Act, 1999 We have also examined compliance with the applicable clauses of the following: - (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings."
+"- (ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. The Company has spent an amount of `434 crore against the amount of `542 crore to be spent during the year towards Corporate Social Responsibility. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, the decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc. We further report that during the audit period, the Company had following event which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. The Company has completed 1:1 bonus issue of equity shares in June 2018 and buyback of equity shares in September 2018. For Parikh & Associates Company Secretaries P N Parikh Partner Mumbai, April 12, 2019 FCS No: 327 CP No: 1228 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. Directors' Report I 59 # Annual Report 2018-19 # 'Annexure A' To, The Members Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P N Parikh Partner Mumbai, April 12, 2019 FCS No: 327 CP No: 1228 # 60 I Directors' Report # 1.0 Overview of the Industry In FY 2019, the global market for software and services is estimated to have grown to $1.4 trillion. IT Services is estimated to have grown by 3.2% YoY, driven by strong growth in digital engagements, particularly cloud adoption. Business Process Management grew by 4.5% over the prior year, on account of greater focus on automation, while packaged software grew 7.4% YoY, driven by rapid adoption of SaaS, and security and privacy solutions. TCS has historically grown much faster than the market. In the latest five-year period, while the market for IT-BPM services expanded by a CAGR of 2% (IT Services CAGR: 1.5%), TCS had a CAGR of 9.2% in USD terms. One reason for the outperformance is market share gains on account of superior capabilities, and higher customer satisfaction. The second reason has been greater participation in our customers' growth and transformation initiatives, which represent the expanding part of their technology spending."
+"# 2.0 Our Business # a. An Overview TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 50 years. We have a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, digital transformation services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. The Company leverages all these and its deep contextual knowledge of its customers' businesses to craft unique, high quality, high impact solutions designed to deliver differentiated business outcomes. These solutions are delivered using the latest technologies through a unique Location Independent Agile delivery model, embedding a Machine First™ approach, recognized as a benchmark of excellence in software development. Our geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia Pacific, India, and Middle East and Africa. TCS considers industry verticals as its go-to-market business segments. The five key vertical clusters are: Banking, Financial Services & Insurance (BFSI), Retail and Consumer Business, Communication Media and Technology (CMT), Manufacturing and Others. The last category includes Life Sciences and Healthcare, Energy, Resources and Utilities, Public Services and others. # b. Strategy TCS has successfully navigated through multiple technology cycles over the last five decades, pivoting and adapting each time to build relevant new capabilities through organic talent development and helping our clients realize the benefits of emerging technologies. Our responsiveness, agility and adaptability to change have been core to our longevity. Customer-centricity is at the core of TCS' strategy, organization structure and investment decisions. The philosophy has been to expand and deepen customer engagements by continually looking for new areas in the customer's business where we can add value, proactively invest in building newer capabilities, and launch new offerings to participate in those opportunities. Over time, this has meant expanding beyond IT and participating in the departmental spends of other stakeholders - such as business heads, CMOs, CROs, COOs, CFOs and even CEOs. This strategy has resulted in a continual expansion of customer relationships in terms of the services consumed, revenue and share of wallet, as evidenced by the client metrics we report every quarter and every year. The willingness to invest in the relationship, the commitment to deliver impactful outcomes and the track record of execution excellence have resulted in high satisfaction levels and long, enduring customer relationships. This steady expansion of the engagement over the years, covering ever more aspects of the enterprise's operations, has resulted in the build-up of deep and holistic contextual knowledge of the customer's business. This has been the cornerstone of our ability to participate in our customers' growth and transformation initiatives in recent years. We have been leveraging this contextual knowledge, our long standing investments in research and innovation, our extensive # Annual Report 2018-19 Intellectual Property (IP) portfolio of accelerators, to craft unique solutions that transform products and platforms, and partnerships and alliances with leading technology providers, our customers' businesses, and give them a competitive edge in the market. A more detailed breakup of the various elements of strategy, their outcomes and the validation metrics is provided below: # TCS STRATEGY |Market Trends|TCS Approach|Outcomes| |---|---|---| |More and more industries are leveraging technology to differentiate themselves|Ramping up Research & Innovation, co-innovation and collaboration|Industry-defining mega deals| |Customers want solutions to business problems and not just technology skills|Domain-specific IP|Thinner competitive set| | |Greater focus on proactive solution selling|Greater pricing power, stabler margins, lower attrition rates| |Non CIO buyers emerging in enterprises|Full stakeholder services|Higher profile, strategically more important engagements| |Transformational partners selected based on solution quality and time to market|Leverage TCS' contextual knowledge, Location Independent Agile, Machine First Delivery Model and Intellectual Property|Thinner competitive set| | |Lesser focus on pricing|Embedding us more in business; gives greater resilience and visibility| |Greater platformization of business|Launch of cloud based platforms and new business models|Expansion of addressable market| | |Leverage IP portfolio|Frees up spends for systems of differentiation| # 3.0 Business 4.0 In leadership framework 2017, TCS unveiled its Business 4.0 thought to guide customers in their growth and transformation journeys. The four defining behaviors of successful enterprises in the Business 4.0 era are: drive mass personalization, leverage the ecosystem, embrace risk and create exponential value. They accomplish this by harnessing the abundance of resources - compute power, storage, talent, market reach - created by the convergence of intelligence, agility, automation and cloud. This framework resonated very well with customers."
+"A study has shown that over 90% of the surveyed enterprises have adopted at least one of the four behaviors, and that leaders - who have adopted all four behaviors - are expecting their strategies to drive over 10% growth over the next three years. To help customers optimize their operations, TCS has been advocating the Machine First™ approach that embeds analytics, automation and AI deep within the enterprise to reimagine entire slices of operations at a time to make them lighter, smarter and more agile, while delivering a superior customer experience. 32 Refer FY 2018 Annual Report See Page 13 for a summary of the study. Full details available at: https://www.business4.tcs.com/ # Strategic Investments TCS pioneered the use of the word 'digital' to describe the new family of technologies that emerged in the last few years, and recognizing their potential, made investments ahead of time in developing relevant capabilities - in terms of reskilling the workforce, research and innovation, building collaborative workspaces and innovation centers, IP in these new areas and alliances and partnerships. Those early investments have given TCS a head start in participating in our customers' Business 4.0 journeys. This has increased demand for the entire gamut of services, solutions, products and platforms offered by TCS, resulting in a stronger order book, more robust revenue growth, and improved market share. These transformational engagements are raising our profile within C-suites, embedding us more deeply within our customers' businesses and resulting in greater predictability and resilience. In FY 2019, in addition to supporting ongoing investments, TCS launched several new digital solutions targeting industry-specific use cases, made two targeted acquisitions - of W12 Studios and BridgePoint, and set up the inaugural TCS Pace Port™ in Tokyo to serve as an innovation hub which customers can readily leverage to operationalize all four phases of their innovation journeys viz. discovery, definition, refinement, and delivery. # 4.0 Talent Management The ability to attract, motivate and retain talent is critical to TCS' continued success. Our HR strategy is focused on attracting the best talent globally, reskilling and transforming the workforce and providing a stimulating environment which is flexible, nurtures social contract, fosters innovation, and builds a result-oriented, high performance culture. The progressive policies, continual investment in upgrading employees' skills and the philosophy of empowering individuals and helping them realize their potential has made TCS' HR processes and outcomes an industry benchmark. # a. Talent Acquisition TCS' talent acquisition strategy is to hire the right competencies required by the business at |Global, Diverse Workforce|Talent Development|Talent Retention| |---|---|---| |424,285 employees|311k + associates trained in digital|Best in class attrition| |35.9% women|52 million learning hours logged|- 11.3% in IT Services| |147 Nationalities|348k trained in Agile| | Refer MD&A in FY 2011 Annual Report, Letter from CEO in FY 2012 Annual Report Management Discussion and Analysis I 63 # Annual Report 2018-19 # Academic Interface Program: Targets students and faculty with workshops, internships, sponsorship of contests, Faculty Development Programs, research scholarships, curriculum review, establishing technical institutes # Campus Commune: A unique student engagement portal for collaboration and peer networking, featuring webinars, educational videos and expert blogs # Gamified hiring: Programming contests to spot top talent |806 institutes in India|2,047 internships| |---|---| |844 workshops|111,587 students| |313 faculty development programs|9,948 faculty members| |254 institutes outside India|352 internships| |1,577 pursuing higher education under TCS Higher Education Program| | the right time, a judicious mix of lateral hires and trainees. TCS continues to remain the preferred employer at leading engineering campuses in India. The Company's college recruitment efforts in USA, Canada, Latin America, China and Hungary have been progressing well with very encouraging outcomes. TCS has also been recruiting graduates from the Top 10 B-Schools in the US for key business roles. Including both fresher and lateral hires, TCS was one of the largest job creators in IT services in several major markets. In FY 2019, TCS reimagined entry level hiring in India and democratized the opportunity to work for TCS by holding a National Qualifier Test (NQT), a nationwide, online campus hiring initiative on its digital platform TCS iON. It opened access to fast track careers in TCS to talented young engineers even in remote parts of India. The NQT witnessed a massive response from students with over 280,000 registrations across 100 cities in 24 states."
+"By completely reimagining the entire process - the examination and subsequent interviews - leveraging the power of our digital platform, we have been able to tap into the larger talent pool outside the traditional catchment area, and create an inclusive agile supply chain. # b. Talent Diversity TCS is an equal opportunity employer, and subscribes to the Tata Code of Conduct in embracing diversity in race, nationality, religion, ancestry, marital status, gender, age, ethnic origin, physical ability, and sexual orientation. Compensation levels are merit-based, determined by qualification, experience levels, special-skills if any, and individual performance. TCS has a well-defined Diversity and Inclusion Policy. Through programs like #UniquelyTogether, we celebrate our inclusive environment that accommodates different cultures. Our Center of Excellence for Accessibility works on IT solutions for differently-abled individuals, aiding their integration into the workforce. Progressive policies such as extended parental leave, special focus on security of women employees, mentoring program for junior women employees (nWin), discussion circles to help women through major life stages, a reorientation program to re-connect employees after long leave, projecting profiles of inspirational women leaders (Be-Inspired), special leadership development programs to address the needs and aspirations of women, a learning module to equip mid-level managers to work with diverse teams, a virtual support group called 'Workplace Parents Group' on child psychology and parenting workshops for working parents have all gone towards making the workplace more gender-equal. TCS is today one of the world's largest employers of women. 64 I Management Discussion and Analysis # c. Talent Development Investment in human capital by equipping employees with skills - soft skills, design skills, multi-technology skills and domain skills - has been one of the biggest drivers of value creation at TCS. Over the last five decades, TCS has navigated every technology change by investing in organic talent development, in keeping with its core value of fostering a culture of lifelong learning. The sheer scale and rapidity of technology change in the Business 4.0 world called for a reimagined approach to reskilling, with a scalable talent development system using embedded analytics with prediction engines to draw insights, and provide personalized recommendations to employees, based on a pull, rather than a push, model. TCS' Digital Learning Platform is an integrated ecosystem that combines virtual, physical and experiential learning infrastructure with high quality content, available any place, any time and on any device. There are virtual development environments where learners can try out their learning, with a social connect so they can consult peers. Additionally, there is a focus on enhancing the learning experience through simulations, gamified learning and adaptive assessments. From nano courses designed to create awareness to deep dive-based practice content for higher levels of competency and certifications, content is available according to the needs of the learner. Leadership training is another focus area for TCS, with different Leadership Development Programs tailored for entry level managers and for middle managers. TCS' Inspire2Lead initiative is focused on energizing employees in supervisory roles and helping them become better leaders. The Company uses a number of senior leaders who are certified coaches to mentor and coach upcoming leaders. A special program for grooming mid-level women managers for leadership roles has started giving results. Cultural and Language Initiatives (CLI) focus on the three Cs - culture, communication and collaboration. Some of the initiatives are: country specific 'culture shots' offering training for first-time visitor to a new country, training on English language for non-English speaking employees and training on 11 foreign languages. # d. Career Management TCS has multiple initiatives to help employees grow in their careers: - CareerHub is a platform enabling capture and fulfillment of career aspirations of employees and providing them a mentoring platform. Employees can choose their own mentor based on a match with their aspirational skill sets. - Inspire: A specialized program to groom and provide fast track career progression to high potentials. - Structured coaching programs at senior leadership levels to help them realize their full potential. - Leadership review and assessment profile of all leaders ensures the maintenance of a healthy succession pipeline. # e. Talent Engagement Some of the platforms and initiatives we have at TCS to enhance and enrich employee engagement are: - Cara: AI-based HR assistant which answers employee questions on HR policies. - Milo: Chatbot to facilitate the mentoring process. - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing and for reward and recognition. - Safety First: Initiative focused on employee safety and security."
+"- Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness. - Purpose4life: Forum for volunteering for community projects in the areas of Education, Health and Environment. - Maitree: Community of TCSers and their families which plans activities that helps in improving employee bonding and promoting work-life balance. - PULSE: Our annual employee engagement and satisfaction survey is the organization's formal listening forum. - TCS created robust avenues to build an emotionally strong and mentally resilient workforce through #TCS Cares. Many employees reached out internally with their own real world stories. # Annual Report 2018-19 # 5.0 FY 2019 Financial Performance and Analysis The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2019. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the Company') are prepared in accordance with the Indian Accounting Standards (referred to as 'Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. The following table gives an overview of the consolidated financial results of the Company: | |FY 2019|% of Revenue|% Growth|FY 2018|% of Revenue| |---|---|---|---|---|---| |Revenue|146,463|100.0|19.0|123,104|100.0| |Earnings before interest, tax, depreciation and amortization (before other income)|39,506|27.0|21.5|32,516|26.4| |Profit Before Tax (PBT)|41,563|28.4|21.9|34,092|27.7| |Profit after tax attributable to shareholders of the Company|31,472|21.5|21.9|25,826|21.0| |Earnings per share (in `)|83.05|-|23.8|67.10*|-| * EPS is adjusted for bonus issue # a. Analysis of revenue growth On a reported basis, TCS' revenue grew 19% in FY 2019, compared to 4.4% in the prior year. This was largely an outcome of greater demand for our services and solutions during the year, driven by expanding participation in our customers' growth and transformation initiatives. In addition, there was some benefit from the movement in currency exchange rates. FY 2019 saw volatility in USD-INR, ranging from `64.90 and `74.10, and averaging at `70.07. There was also significant volatility in exchange rates of emerging markets' currencies. Average currency exchange rates during FY 2019 for the three major currencies are given below: |Currency|Weightage (%)|FY 2019 (`)|FY 2018 (`)|% Change YoY| |---|---|---|---|---| |USD|53.6|70.07|64.49|8.7| |GBP|13.9|91.60|86.05|6.5| |EUR|10.1|80.82|76.16|6.1| Movements in currency exchange rates through the year resulted in a positive impact of 7.6% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was 11.4%. # Breakup of revenue growth | |FY 2019 (%)|FY 2018 (%)| |---|---|---| |Business growth|11.4|6.7| |Impact of exchange rate|7.6|(2.3)| |Total growth|19.0|4.4| # b. Segmental Performance File: AR_TCS_2018_2019.md The revenue break-up by Industry Vertical and Geography is provided below: |Revenue by Industry Vertical|Revenue by Geography| |---|---| |Banking, Financial Services and Insurance|Americas| |Manufacturing|Europe| |Communication, Media and Technology|India| |Retail and Consumer Business|Others| |Others|Others| Revenue by Industry Vertical: 39.6% Banking, Financial Services and Insurance, 10.7% Manufacturing, 16.3% Communication, Media and Technology, 17.2% Retail and Consumer Business, 16.2% Others. Revenue by Geography: 53.0% Americas, 29.7% Europe, 5.7% India, 11.6% Others. # Segment Revenues, Year on Year Growth A brief commentary and segment margins are provided below: |Industry Vertical|Segment Revenue FY 2019 (FY 2018)|YoY Revenue Growth %|Commentary|Segment Margin FY 2019 (FY 2018)| |---|---|---|---|---| |Banking, Financial Services and Insurance|57,938 (48,418)|19.7|- Customers have been spending on digital technologies to tap into newer segments and to improve customer experience. - Additionally, blurring industry boundaries are causing banks, insurers, and investment managers to rethink existing business models, and reimagine products and services by leveraging ecosystems. - To comply with constantly changing regulations, particularly with regard to customer data, our clients are looking for more agile ways and robust cyber security solutions. - Cost optimization and legacy estate modernization continue to be drivers of growth. |27.8 (26.9)| |Communication, Media and Technology|23,925 (21,131)|13.2|- Key drivers of spend were continued investments in analytics and superior customer experience for growth in subscription centric business models, simplification and automation of core operations to improve efficiencies, OTT platforms and services, roll outs of fiber networks for high bandwidth connectivity, and mergers, acquisitions and divestitures. - Customers invested more on re-architecting existing products on cloud native platforms, and in transforming their marketing, sales, customer service and supply chain operations to support changing business models."
+"|27.8 (27.4)| |Retail and Consumer Business|25,164 (21,055)|19.5|- Key drivers of spend included frictionless and interconnected customer experiences, hyper-personalization, building new ecosystems and new models - maximizing unique assets like stores, supply chain, service squad to expand the customer value chain, and algorithmic retailing using Optumera, OmniStore and SupplAI. |27.3 (26.5)| |Manufacturing|15,682 (13,361)|17.4|- Manufacturers are adapting to Industry 4.0 by leveraging digital technologies like IoT, for greater connectedness, customer experience, increased efficiency, safety, meeting compliance requirements, predictive maintenance and product innovation. Additionally customers are undertaking enterprise wide business transformation programs to drive synergistic growth. |27.5 (27.7)| |Others|23,754 (19,139)|24.1|- Growth in the Life Sciences segment has been led by continued M&A, accelerated R&D using AI and advanced analytics and collaboration with larger ecosystems. - Other segments benefited from the shift to managed services, intelligent automation, cloud adoption, analytics, wearables, cyber security, connectedness and digital twins. |23.4 (22.7)| Management Discussion and Analysis I 67 # Annual Report 2018-19 # TCS Products and Platforms # Highlights: - 4,596 Patents filed - 946 granted - Banking: Serves ~25% of the world population - Insurance: Administers over 20 million life, annuity and pension policies; 135 million property and casualty policies - Capital Markets: Records 10 million trades per day (peak), represents $40 trillion worth of AUC across 100 countries - 18 new wins and 29 go lives in FY 2019 - Assessment: 162.5 million candidates assessed till date; delivered world's largest digital assessment with 18.9 million candidates in FY 2019 - Learning: 2.67 million learners on the platform, 87,677 courses available, 345 clients - ERP on Cloud: 289 clients in manufacturing, 142 in education - 102 patents filed till date, 7 granted # Business Solutions - World leading cognitive automation software for IT and business operations - 44 wins in FY 2019 - TCS ADD: Comprehensive suite for digital transformation of drug development and clinical trials - TCS HOBS: Plug and play SaaS based business platform to digitally transform business, network and revenue management domains of subscription based businesses - Expanded into new business segments such as pre-paid DTH, aircraft engines, retail and airlines; leverages new technologies such as Big Data, RPA, conversational interfaces; alliance with Salesforce.com for joint solution development - AI powered merchandise optimization platform that enables retailers to unlock exponential value by optimizing their space, mix and price in an integrated manner - OptumeraTM: Unified store suite which leverages AI to help deliver personalized, interconnected journeys across various touch points for frictionless customer experience and predictive operations - SupplAITM: Reinforcement learning based supply chain suite to optimize availability, reduce wastage and supply chain cost simultaneously - Digital platform to optimally automate and manage IT processes - FY 2019 Highlights: 22 new wins, 1 billion records cleansed, 50 billion records masked, 100 million lines of code (mloc) analyzed, 25 mloc generated - SaaS-based, scalable Agile DevOps platform to accelerate software development and delivery and integrate DevOps tools; Launched in FY 2019; 11 wins till date # 6.0 Business Outlook Global economic growth is projected to weaken from 3.6% in 2018 to 3.3%5 in 2019, led by trade tensions, prolonged Brexit uncertainty, cyber threats and deceleration in China. Key strategic enabler across multiple industries, traditional correlations between economic growth and technology spending by enterprises may get tested hereafter. Industry after industry are realizing the power of digital technologies and their businesses are increasingly embedded in technology. This is leading to reimagination of their technology landscape, delivering experience through enterprise and consumer apps on the front, investing in an always-on digital core, adopting open API's and microservices to participate in ecosystems. In addition, data, analytics, intelligent automation all leading to adopting consumption driven 'as-a-service' business models, agile way of working, greater cognitive quotient in their day-to-day operations. 5 World Economic Outlook, April 2019, International Monetary Fund 68 I Management Discussion and Analysis day operations. These willy-nilly result in greater focus on product innovation, rapidly delivering value to business and an algorithmic thinking or a MachineFirstTM approach to operations. All these are key areas of investments across enterprises that result in greater flexibility to business in growing organically, or participate in mergers and divestitures with ease. # 7.0 Enterprise Risk Management Our global operations bring in considerable complexities and in response to that, we have established a robust enterprise risk and compliance management framework and process to ensure achievement of our strategic objectives."
+"This process is enabled by a digital platform that provides an enterprise-wide view of risks and compliance which enables us to take a more holistic approach towards informed decision making. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the business units, the geographies, the functions and projects. Listed below are some of our key risks, anticipated impact on the Company and mitigation strategy. |Key Risks|Impact on the Company|Mitigation| |---|---|---| |Volatile global political and economic scenario|Corporate spending on technology has shown strong correlations with GDP growth. The Company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. Political disruptions or volatile economic conditions (US- China trade conflicts, Brexit, escalation in conflicts between India and Pakistan, US elections etc.) may adversely affect that outlook resulting in reduced spending which could restrict revenue growth opportunities.|- Broad-based business mix, well diversified across geographies and industry verticals - Offerings and value propositions targeting all stakeholders (in addition to the CIO) in the customer organization, covering discretionary as well as non-discretionary spends, and relevant at every point in the business cycle - Cater to market segments which might provide counter-cyclical support - Long term contracting models | |Restrictions on global mobility, location strategies|Distributed software development models require the free movement of people across countries and any restrictions in key markets poses a threat to the global mobility of skilled professionals. Legislations which restrict the availability of work visas or apply onerous eligibility criteria or costs could lead to project delays and increased costs.|- Ongoing monitoring of the global environment, working with advisors, partners and governments - Material reduction in dependency on work visas through increased local hiring, use of contractors, local mobility and training in all major markets - Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location - Active engagement in Science, Technology, Engineering and Math (STEM) initiatives designed to structurally increase the availability of engineering talent in major markets - Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation. - Increased outreach to government stakeholders, trade bodies, think tanks and research institutes | Management Discussion and Analysis I 69 # Annual Report 2018-19 # Key Risks |Risk|Impact on the Company|Mitigation| |---|---|---| |Business model changes|Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. This is resulting in increased demands on the Company's agility to keep pace with the changing customer expectations. Failure to cope may result in loss of market share and impact business growth.|* Strong customer-centricity which results in a strategy, investments and enabling organization structure that are always aligned to customer needs * Early and continued investments in building scale and differentiated capabilities on emerging technologies through large scale reskilling, external hiring, research and innovation, solution development and IP asset creation leveraging deep contextual knowledge * Staying relevant to customers by constantly launching new service practices and technology solutions * Thought leadership by propagating the Business 4.0 framework, the Machine First approach and Location Independent Agile methods to guide customers in their transformation journeys * Constant scouring of the technology landscape through alliance partnerships, and strong connections in academia and the start-up ecosystem to spot new trends and technologies and launch offerings around those| |Litigation risks|Given the scale and geographic spread of the Company's operations, litigation risks can arise from commercial disputes, perceived violation of intellectual property rights and employment related matters. Our rising profile and scale also makes us a target to litigations without any legal merit. This risk is inherent to doing business across the various countries and commensurate with risk faced by other players similarly placed in the industry. In addition to incurring legal costs and distracting management, litigations garner negative media attention and pose reputation risk. Adverse rulings can result in substantive damages.|* Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and protection of intellectual property * Improved governance and controls over immigration process/increasing localization and sensitization of business managers * Potential disputes are promptly brought to the attention of management and dealt with appropriately * The Company has a team of in-house counsels in all major geographies it operates in."
+"It also has a network of highly reputed global law firms in countries it operates in * There is a robust mechanism to track and respond to notices as well as defend the Company's position in all claims and litigation| # Management Discussion and Analysis # Key Risks |Risk|Impact on the Company|Mitigation| |---|---|---| |Currency Volatility|Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee. Appreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and also result in collection losses.|* TCS follows a currency hedging policy that is aligned with market best practices, to limit impact of exchange volatility on receivables, forecasted revenue and other current assets and liabilities. * Hedging strategies are decided and monitored periodically by the Risk Management Committee of the Board.| |Breach of data privacy and protection|Data Privacy and protection of personal data is an area of increasing concern globally. Legislations like GDPR in Europe carry severe consequences for non-compliance or breach. Many other countries are also enhancing their Data Privacy regulations to ensure protection of personal data. Any violation or security breach, observed non-compliance or inadequacy of privacy policies and procedures can result in substantive liabilities, penalties and reputational impact.|* A global Privacy Policy is in place covering all applicable geographies and areas of operations. * Global Privacy Office setup for deploying data privacy initiatives across the enterprise. Data Protection Officers have been appointed for UK and Europe as required by GDPR. Data Privacy Managers have been appointed in all units. * Continued focus on employee related agreements with respect to Personally Identifiable Information (PII) and Sensitive Personal data and Information (SPI). * Data protection controls and robust risk response mechanisms are in place to cater to protection of sensitive data in the TCS ecosystem as well protection of such data in client-managed networks in Offshore/ Global Delivery Centers. * Industry standard data masking technologies to protect PII and SPI in sensitive customer engagements. * Enhancement of vendor contracts and vendor assessment. * Mandatory online training and workshops on Data Privacy and GDPR. Awareness campaigns through blog posts, email broadcasts, gamified awareness building, roadshows done to foster a culture of awareness and responsibility among its employees. * Formal Data Transfer Agreements for explicit agreements on data sharing. * Embedding privacy by design in our systems to secure personal data.| Management Discussion and Analysis I 71 # Annual Report 2018-19 # Key Risks |Risk|Impact on the Company|Mitigation| |---|---|---| |Cyber-attacks|Cyber-attacks are forever a risk on account of the fast evolving nature of the threat. In addition to impact on business operations, a security breach could result in reputational damage, penalties and legal and financial liabilities.|* Continuous investments in automated prevention and detection solutions to address evolving threats * Advanced perimeter security controls, enhanced internal vulnerability detection, data leak prevention tools * Defined and tested incident management and recovery process * Continued reinforcement of stringent security policies and procedures * Collaboration with Computer Emergency Response Team (CERT) and other private Cyber Intelligence agencies, and enhanced awareness of emerging cyber threats * Enterprise-wide training and awareness programs on Information Security * Strict access controls and special handling of privileged administrator accounts. * Encryption of data, data back-up and recovery mechanisms for ensuring business continuity. * Ability to isolate TCS enterprise network from client network and defined escalation mechanisms to handle security incidents in client environment * Periodic rigorous testing to validate effectiveness of controls through Vulnerability Assessment and Penetration Testing * Internal and external audits and forensics| |Non-compliance to complex and changing global regulations|As a global organization, the Company has to comply with complex and changing laws and regulations across multiple jurisdictions, covering areas such as Employment & Immigration, Taxation, Foreign Exchange & Export Controls, Health Safety and Environment (HSE), Anti-Corruption, Data Privacy etc. The fast pace of change in the regulatory environment also brings operational challenges."
+"Failure to comply could result in penalties and reputational damage.|* Deployment of a comprehensive global compliance management framework that enables tracking of changes to applicable regulations globally across various jurisdictions and functional areas and managing compliance obligations * Global regulatory compliance certification is fully digitized and covers compliance across all the locations of the Company * Strong governance at executive and board level through compliance committees| # Key Risks |Intellectual Property (IP)|Impact on the Company|Mitigation| |---|---|---| |Risk of infringement of third-party IPs by TCS|* Dedicated IP Management and Software Product Engineering group * TCS IP Protection: IP Safe assessment and readiness program governing the creation of proprietary software and other IP assets, patent management and contract management, IP audits and integrated IP compliance checks * IP Governance program that ensures that there is correct access and correct use of TCS IP, customer IP, partner IP, and third party IP in service engagements * Employee Engagement: Employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Strict controls around movement of people and information across TCS' product teams and customer account teams| | # 8.0 Internal Financial Control Systems and their Adequacy TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on lines of globally accepted risk based framework as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices. Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2019. BSR & Co. LLP, the statutory auditors of TCS have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013). TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in the Company's operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including most of the subsidiaries and foreign branches. TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015), our audit committee has concluded that, as of March 31, 2019, our internal financial controls were adequate and operating effectively."
+"# Annual Report 2018-19 # TCS' PERFORMANCE TREND (CONSOLIDATED) |Amounts in ` crore|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015*|FY 2015|FY 2014|FY 2013|FY 2012|FY 2011|FY 2010| |---|---|---|---|---|---|---|---|---|---|---|---| |Total revenue|146,463|123,104|117,966|108,646|94,648|94,648|81,809|62,989|48,894|37,325|30,029| |Revenue by geographic segments| | | | | | | | | | | | |Americas|77,562|66,145|66,091|60,011|51,053|51,053|45,259|35,247|27,570|21,457|17,273| |Europe|43,456|34,155|30,038|29,092|26,730|26,730|23,433|16,813|12,382|9,251|8,010| |India|8,393|7,921|7,415|6,729|6,108|6,108|5,488|4,890|4,202|3,435|2,598| |Others|17,052|14,883|14,422|12,814|10,757|10,757|7,629|6,039|4,740|3,182|2,148| |Cost| | | | | | | | | | | | |Employee cost|78,246|66,396|61,621|55,348|48,296|50,924|40,486|31,922|24,683|18,806|15,066| |Other operating cost|28,711|24,192|24,034|22,621|19,242|19,242|16,170|13,027|9,776|7,341|6,268| |Total cost (excluding interest & depreciation)|106,957|90,588|85,655|77,969|67,538|70,166|56,656|44,949|34,459|26,147|21,334| |Profitability| | | | | | | | | | | | |EBITDA (before other income)|39,506|32,516|32,311|30,677|27,110|24,482|25,153|18,040|14,435|11,178|8,695| |Profit before tax|41,563|34,092|34,513|31,840|28,437|25,809|25,402|18,090|13,923|11,021|8,290| |Profit after tax attributable to shareholders of the Company|31,472|25,826|26,289|24,270|21,912|19,852|19,164|13,917|10,413|9,068|7,001| |Financial Position| | | | | | | | | | | | |Equity share capital|375|191|197|197|196|196|196|196|196|196|196| |Reserves and surplus|89,071|84,937|86,017|70,875|58,140|50,439|48,999|38,350|29,284|24,209|18,171| |Gross block (property, plant and equipment including intangible assets)|25,265|23,258|21,391|19,917|17,316|17,316|13,897|11,623|9,448|7,792|6,420| |Total investments|29,330|36,008|41,980|22,822|1,662|1,662|3,434|1,897|1,350|1,763|3,682| |Net current assets|70,047|63,396|65,804|47,644|36,189|28,495|27,227|19,734|12,673|9,790|7,395| |Earnings per share in `| | | | | | | | | | | | |EPS - as reported|83.05|134.19|133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27|35.67| |EPS - adjusted for Bonus Issue|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50|26.54|23.14|17.84| |Headcount (number)| | | | | | | | | | | | |Headcount (including subsidiaries) as on March 31st|424,285|394,998|387,223|353,843|319,656|319,656|300,464|276,196|238,583|198,614|160,429| Note: The Company transitioned into Ind AS from April 1, 2016 with comparative financials for the year ended March 31, 2016. * Excluding the impact of one-time employee reward. # OVERVIEW OF FUNDS INVESTED Funds invested exclude earmarked balances with banks and equity shares measured at fair value through other comprehensive income. |Amounts in ` crore|FY 2019|FY 2018|FY 2019|FY 2018|FY 2019|FY 2018| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Current|Investments in mutual funds, Government securities and others| | |29,091|35,707| |181|243| |29,272|35,950| |Deposits with banks| | | |6,161|2,384| |-|-|6,161|2,384| | |Inter-corporate deposits| | | |7,667|2,825| |58|1,972| |7,725|4,797| |Cash and bank balances| | | |6,491|4,555| |-|-|6,491|4,555| | |Total| | | |49,410|45,471| |239|2,215| |49,649|47,686| Total invested funds include `907 crore for the year ended March 31, 2019 (March 31, 2018: `848 crore), pertaining to trusts and TCS Foundation held for specified purposes. 74 I Management Discussion and Analysis # RATIO ANALYSIS |Units|Ind AS|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015*|FY 2015|FY 2014|FY 2013|FY 2012|FY 2011|FY 2010| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance|%|53.4|53.9|52.2|50.9|51.0|53.8|49.5|50.7|50.5|50.4|50.2| |Other Operating Cost / Total Revenue|%|19.6|19.7|20.4|20.9|20.4|20.3|19.8|20.7|20.0|19.6|20.8| |Total Cost / Total Revenue|%|73.0|73.6|72.6|71.8|71.4|74.1|69.3|71.4|70.5|70.0|71.0| |EBITDA (Before Other Income) / Total Revenue|%|27.0|26.4|27.4|28.2|28.6|25.9|30.7|28.6|29.5|30.0|29.0| |Profit Before Tax / Total Revenue|%|28.4|27.7|29.3|29.3|30.0|27.3|31.1|28.7|28.5|29.5|27.6| |Tax / Total Revenue|%|6.8|6.7|6.9|6.9|7.2|6.6|7.4|6.4|7.0|4.9|4.0| |Effective Tax Rate - Tax / PBT|%|24.1|24.1|23.6|23.6|23.5|23.7|23.9|22.2|24.4|16.6|14.4| |Profit After Tax / Total Revenue|%|21.5|21.0|22.3|22.3|23.2|21.0|23.4|22.1|21.3|24.3|23.3| |Ratios - Growth|%|19.0|4.4|8.6|14.8|15.7|15.7|29.9|28.8|31.0|24.3|8.0| |EBITDA (Before Other Income)|%|21.5|0.6|5.3|25.3|7.8|(2.7)|39.4|25.0|29.1|28.6|21.3| |Profit After Tax|%|21.9|(1.8)|8.3|22.3|14.3|3.6|37.7|33.6|14.8|29.5|33.2| |Ratios - Balance Sheet|Times|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0| |Current Ratio|Times|4.2|4.6|5.5|4.1|3.9|2.4|2.7|2.7|2.2|2.4|1.9| |Days Sales Outstanding (DSO) in terms|Days|68|74|70|81|79|79|81|82|86|80|71| |Days Sales Outstanding (DSO) in $ terms|Days|69|74|73|80|78|78|82|82|81|82|74| |Invested Funds / Capital Employed|%|53.5|53.9|54.6|44.2|38.0|43.5|43.0|36.4|34.8|36.8|45.7| |Capital Expenditure / Total Revenue|%|1.5|1.5|1.7|1.8|3.1|3.1|3.8|4.2|4.1|4.9|3.4| |Operating Cash Flows / Total Revenue|%|19.5|20.4|21.4|17.6|20.5|20.5|18.0|18.4|14.3|17.7|24.7| |Free Cash Flow / Operating Cash Flow Ratio|%|92.5|92.8|92.3|89.7|84.8|84.8|78.9|77.3|71.5|72.7|86.1| |Depreciation / Average Gross Block|%|8.5|9.0|9.6|10.1|11.5|11.5|10.6|10.3|10.7|10.4|10.8| |Ratios - Per Share|`|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50|26.54|23.14|17.84| |Price Earning Ratio, end of year|Times|24.1|21.2|18.2|20.4|22.8|25.1|21.8|22.1|22.0|25.6|21.9| |Dividend Per Share|`|30.00|50.00|47.00|43.50|79.00|79.00|32.00|22.00|25.00|14.00|20.00| |Dividend Per Share - adjusted for Bonus|`|30.00|25.00|23.50|21.75|39.50|39.50|16.00|11.00|12.50|7.00|10.00| |Market Capitalization / Total Revenue|Times|5.1|4.4|4.1|4.6|5.3|5.3|5.1|4.9|4.7|6.2|5.1| Note: The company transitioned into Ind AS with effect from April 1, 2016 with comparative financials for the year ended March 31, 2016. * Ratios excluding the impact of one-time employee reward. Management Discussion and Analysis I 75 # I. Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (""the Act""). The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (""Insider Trading Code""). The Company has in place an Information Security Policy that ensures proper utilization of IT resources."
+"The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. # II. Board of Directors i. As on March 31, 2019, the Company has eleven Directors. Of the eleven Directors, nine (i.e. 81.8 percent) are Non-Executive Directors out of which seven (i.e. 63.6 percent) are Independent Directors. The profiles of Directors can be found on https://www.tcs.com/ir-corporate-governance. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. ii. None of the Directors on the Board holds directorships in more than ten public companies. None of the Independent Directors serves as an independent director on more than seven listed entities. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2019 have been made by the Directors. None of the Directors is related to each other except N Ganapathy Subramaniam and N Chandrasekaran. File: AR_TCS_2018_2019.md iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. iv. Six Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: - April 19, 2018; - June 15, 2018; - July 10, 2018; - October 11, 2018; - January 10, 2019; - March 8, 2019. The necessary quorum was present for all the meetings. v. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting (""AGM""), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships / Memberships held by them in other public limited companies as on March 31, 2019 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he/she is a Director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. # Corporate Governance Report |Name of the Director|Category of Board|Number of Meetings attended|Whether attended last AGM held on June 15, 2018|Number of Directorships in other Public Companies|Committee positions held in other Public Companies|Directorship in other listed entity (Category of Directorship)| | |---|---|---|---|---|---|---|---| |N Chandrasekaran (Chairman)|Non-Independent, Non-Executive|6|Yes|5|-|-|1. Tata Steel Limited (Non-Independent, Non-Executive) 2. Tata Motors Limited (Non-Independent, Non-Executive) 3. Tata Global Beverages Limited (Non-Independent, Non-Executive) 4. The Tata Power Company Limited (Non-Independent, Non-Executive) 5. The Indian Hotels Company Limited (Non-Independent, Non-Executive)| |Rajesh Gopinathan (Chief Executive Officer and Managing Director)|Non-Independent, Executive|6|Yes|-|-|-|-| |N Ganapathy Subramaniam (Chief Operating Officer and Executive Director)|Non-Independent, Executive|6|Yes|1|-|-|Tata Elxsi Limited (Non-Independent, Non-Executive)| |Aman Mehta|Independent, Non-Executive|6|Yes|-|5|-|1. Wockhardt Limited (Independent, Non-Executive) 2. Godrej Consumer Products Limited (Independent, Non-Executive) 3. Max Financial Services Limited (Independent, Non-Executive) 4. Tata Steel Limited (Independent, Non-Executive) 5. Vedanta Limited (Independent, Non-Executive)| |V Thyagarajan*|Independent, Non-Executive|3|Yes|N.A.|N.A.|N.A.|N.A.| |Prof Clayton M Christensen**|Independent, Non-Executive|-|No|N.A.|N.A.|N.A.|N.A.| |Dr Ron Sommer|Independent, Non-Executive|6|Yes|-|-|-|-| # Annual Report 2018-19 |Name of the Director|Category|Number of Board Meetings attended during the FY 2019|Whether attended last AGM held on June 15, 2018|Number of Directorships in other Public Companies|Committee positions held in other Public Companies| |---|---|---|---|---|---| |O P Bhatt|Independent, Non-Executive|6|Yes|-|Chairman: 3, Member: 2| |Aarthi Subramanian|Non-Independent, Non-Executive|6|Yes|-|Chairman: 4, Member: 1| |Dr Pradeep Kumar Khosla|Independent, Non-Executive|5|No|-|Chairman: -, Member: -| |Hanne Sorensen***|Independent, Non-Executive|2|N.A.|-|Chairman: 1, Member: -| |Keki Mistry***|Independent, Non-Executive|2|N.A.|1|Chairman: 7, Member: 3| |Don Callahan****|Independent, Non-Executive|1|N.A.|-|Chairman: -, Member: -| * Relinquished the position of Independent Director w.e.f."
+"July 10, 2018 as part of Board succession planning. ** Relinquished the position of Independent Director w.e.f. September 28, 2018 due to personal reasons. *** Appointed as an Additional and Independent Director w.e.f. December 18, 2018. **** Appointed as an Additional and Independent Director w.e.f. January 10, 2019. Video/tele-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations to participate in the meetings. # Directorship in other listed entity (Category of Directorship) 1. Hindustan Unilever Limited (Independent, Non-Executive)2. Tata Steel Limited (Independent, Non-Executive)3. Tata Motors Limited (Independent, Non-Executive)-Tata Motors Limited (Independent, Non-Executive)1. Housing Development Finance Corporation Limited (Executive Director)2. Torrent Power Limited (Independent, Non-Executive)3. HDFC Bank Limited (Non-Independent, Non-Executive)4. GRUH Finance Limited (Non-Independent, Non-Executive)5. HDFC Life Insurance Company Limited (Nominee, Non-Executive)6. HDFC Asset Management Company Limited (Non-Independent, Non-Executive) During FY 2019, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. 78 I Corporate Governance Report # vii. During FY 2019, two meetings of the Independent Directors were held on April 19, 2018 and October 11, 2018. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of executive directors and non-executive directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2019 are given below: |Name|Category|Number of equity shares| |---|---|---| |N Chandrasekaran|Non-Independent, Non-Executive|177,056| |Aarthi Subramanian|Non-Independent, Non-Executive|5,600| |Rajesh Gopinathan|Non-Independent, Executive|2,260| |N Ganapathy Subramaniam|Non-Independent, Executive|197,760| |Keki Mistry|Independent, Non-Executive|4,078| The Company has not issued any convertible instruments. # x. The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board: - Global Business: Understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions. - Strategy and Planning: Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments. - Governance: Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values. # III. Committees of the Board # i. There are ten Board Committees as on March 31, 2019, which comprises five statutory committees and five other committees that have been formed, considering the needs of the Company, details of which are as follows: |Name of the Committee|Extract of Terms of Reference|Category and Composition|Other details| |---|---|---|---| |Audit Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act.|Name: Aman Mehta (Chairman), Category: Independent, Non-Executive|* Five meetings of the Audit Committee were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days.| | | |Name: V Thyagarajan*, Category: Independent, Non-Executive|* Committee invites such of the executives (particularly the head of the finance function), representatives of the statutory auditors and internal auditors, as it considers appropriate, to be present at its meetings.| | | |Name: Dr Ron Sommer, Category: Independent, Non-Executive|* The Company Secretary acts as the Secretary to the Audit Committee.| | | |Name: O P Bhatt, Category: Independent, Non-Executive|* Rajendra Moholkar is the Compliance Officer, to ensure compliance and effective implementation of the Insider Trading Code.| | | |Name: Aarthi Subramanian, Category: Non-Independent, Non-Executive|* Quarterly Reports are sent to the members of the Committee on matters relating to the Insider Trading Code.| | | |Name: Dr Pradeep Kumar Khosla**, Category: Independent, Non-Executive|* The previous AGM of the Company was held on June 15, 2018 and was attended by Aman Mehta, Chairman of the Audit Committee.| # Annual Report 2018-19 # Name of the Committee # Nomination and Remuneration Committee Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. - Recommend to the Board the setup and composition of the Board and its committees. - Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. - Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarization programs for Directors."
+"|Name|Category| |---|---| |Aman Mehta|Independent, Non-Executive (Chairman)| |N Chandrasekaran|Non-Independent, Non-Executive| |V Thyagarajan*|Independent, Non-Executive| |Dr Ron Sommer**|Independent, Non-Executive| |O P Bhatt**|Independent, Non-Executive| * Relinquished the position of Independent Director and consequently ceased to be a member of this Committee w.e.f. July 10, 2018. ** Appointed as a Member of the Committee w.e.f. October 11, 2018. # Stakeholders' Relationship Committee Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. |Name|Category| |---|---| |Ron Sommer*|Independent, Non-Executive (Chairman)| |V Thyagarajan**|Independent, Non-Executive| |O P Bhatt ^|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |N Ganapathy Subramaniam|Non-Independent, Executive| |Dr Pradeep Kumar Khosla|Independent, Non-Executive| * Appointed as a Member and Chairman of this Committee w.e.f. January 10, 2019. ** Relinquished the position of Independent Director and consequently ceased to be a member and Chairman of this Committee w.e.f. July 10, 2018. ^ Ceased to be a member w.e.f. January 10, 2019. ^^ Appointed as a Member of this Committee w.e.f. January 10, 2019. # Corporate Social Responsibility (""CSR"") Committee Committee is constituted in line with the provisions of Section 135 of the Act. - Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. # Risk Management Committee (""RMC"") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. - Frame, implement and monitor the risk management plan for the Company. |Name|Category| |---|---| |O P Bhatt|Independent, Non-Executive (Chairman)| |Rajesh Gopinathan|Non-Independent, Executive| |Aarthi Subramanian|Non-Independent, Non-Executive| |Ramakrishnan V|Chief Financial Officer| # Other details - Three Nomination and Remuneration Committee meetings were held during the year under review. - The Company does not have any Employee Stock Option Scheme. - Details of Performance Evaluation Criteria and Remuneration Policy are provided herein below. - Two meetings of the Stakeholders' Relationship Committee were held during the year under review. - The Company has always valued its customer relationships. This philosophy has been extended to investor relationship and an Investor Relations Department (IRD) was set up in June 2004, prior to the Company's Initial Public Offer of shares. The IRD focuses on servicing the needs of various stakeholders viz. investors, analysts, brokers and the general public. - Details of Investor complaints and Compliance Officer are provided herein below. - Three meetings of the CSR Committee were held during the year under review. - Four Board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on Corporate Social Responsibility (CSR) activities of the Company were held during the year. - Three meetings of the RMC were held during the year under review. - Fortnightly reports are sent to the members of the RMC on matters related to the RMC. 80 I Corporate Governance Report # Extract of Terms of Reference |Name of the Committee|Category and Composition|Other details| |---|---|---| |Ethics and Compliance Committee|- V Thyagarajan* - Independent, Non-Executive - O P Bhatt - Independent, Non-Executive - Rajesh Gopinathan - Non-Independent, Executive - Aarthi Subramanian - Non-Independent, Non-Executive |- Two meetings of the Ethics and Compliance Committee were held during the year under review. - Monthly reports are sent to the members of the Ethics and Compliance Committee on matters relating to the CoC. | |Health, Safety and Sustainability Committee|- Dr. Ron Sommer - Independent, Non-Executive - N Ganapathy - Non-Independent, Executive - Subramaniam |- Two meetings of the Health, Safety and Sustainability Committee were held during the year under review. | |Executive Committee|- N Chandrasekaran (Chairman) - Non-Independent, Non-Executive - Dr. Ron Sommer - Independent, Non-Executive - Prof. Clayton M Christensen* - Independent, Non-Executive - Rajesh Gopinathan - Non-Independent, Executive |- The said matters were discussed in various Board meetings held during the year under review in the presence of the Executive Committee Members with the intent to avail expertise of all Board members. | |Software Technology Parks of India (STPI) / Special Economic Zone (SEZ) Committee|- V Thyagarajan* - Independent, Non-Executive - N Ganapathy - Non-Independent, Executive - Subramaniam |- No meetings were held during the year. | |Bank Account Committee|- Aman Mehta - Independent, Non-Executive - Rajesh Gopinathan - Non-Independent, Executive |- No meetings were held during the year."
+"| The terms of reference of these committees are available on the website (https://www.tcs.com/ir-corporate-governance) # Stakeholders Relationship Committee - other details # Name, designation and address of Compliance Officer: Rajendra Moholkar Company Secretary Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021. Telephone: 91 22 6778 9595 # Details of investor complaints received and redressed during FY 2019 are as follows: |Opening Balance|Received during the year|Resolved during the year|Closing Balance| |---|---|---|---| |-|189|188|1*| * As regards the one pending complaint, action taken report has been uploaded on SCORES i.e. the SEBI online redressal portal and same is awaiting processing by SEBI. Corporate Governance Report I 81 # Annual Report 2018-19 # iii. Nomination and Remuneration Committee - other details # Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment. # Remuneration Policy: Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Managing Director and each Executive Director. The Company pays sitting fees of `30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Company also pays commission to the Non-Executive Directors within the ceiling of 1 percent of the net profits of the Company as computed under the applicable provisions of the Act, with the approval of the members. The said commission is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and distributed amongst the Non-Executive Directors based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. The Remuneration policy is available on https://on.tcs.com/remuneration-policy. # iv. Details of the Remuneration for the year ended March 31, 2019: |Name|Commission (` lakh)|Sitting Fees (` lakh)| |---|---|---| |N Chandrasekaran, Chairman@|-|3.60| |Aman Mehta|315.00|4.80| |V Thyagarajan*|100.00|3.00| |Prof Clayton M Christensen**|75.00|0.30| |Dr Ron Sommer|220.00|5.10| |O P Bhatt|215.00|7.50| |Aarthi Subramanian@@|-|5.70| |Dr Pradeep Kumar Khosla|150.00|2.10| |Hanne Sorensen***|50.00|0.60| |Keki Mistry***|50.00|0.60| |Don Callahan****|35.00|0.30| |Total|1,210.00|33.60| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company. * Relinquished the position of Independent Director w.e.f. July 10, 2018. ** Relinquished the position of Independent Director w.e.f. September 28, 2018. *** Appointed as an Additional and Independent Director w.e.f. December 18, 2018. **** Appointed as an Additional and Independent Director w.e.f. January 10, 2019. # b. Managing Director and Executive Director |Name of Director|Salary (` lakh)|Benefits, Perquisites and Allowances|Commission|ESPS| |---|---|---|---|---| |Rajesh Gopinathan|115.74|187.11|1,300.00|-| |Chief Executive Officer and Managing Director (w.e.f. February 21, 2017 for a period of 5 years)| | | | | |N Ganapathy Subramaniam|109.02|152.06|900.00|-| |Chief Operating Officer and Executive Director (w.e.f."
+"February 21, 2017 for a period of 5 years)| | | | | The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. # v. Number of committee meetings held and attendance records |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee|Ethics and Compliance Committee|Health, Safety and Sustainability Committee| |---|---|---|---|---|---|---|---| |No. of meetings held|5|3|2|3|3|2|2| |Date of meetings|April 19, 2018; June 15, 2018; July 10, 2018; October 11, 2018 and January 10, 2019|April 19, 2018; October 11, 2018 and January 10, 2019|April 18, 2018 and October 10, 2018|July 18, 2018, October 24, 2018 and February 11, 2019|April 5, 2018, October 10, 2018 and January 9, 2019|April 18, 2018 and October 10, 2018|July 10, 2018 and January 10, 2019| |Name of Member| | |No. of Meetings Attended| | | | | |---|---|---|---|---|---|---|---| |N Chandrasekaran|-|3|-|3|-|-| | |Rajesh Gopinathan|-|-|2|2|3|2| | |Aman Mehta|5|3|-|-|-|-| | |V Thyagarajan*|3|1|1|-|-|1|-| |Prof Clayton M Christensen**|-|-|-|-|-|-| | |Dr Ron Sommer***|5|2|-|-|-|-|2| |O P Bhatt^|5|2|2|3|3|2| | |N Ganapathy Subramaniam|-|-|2|-|-|-|2| |Aarthi Subramanian|5|-|-|3|3|2| | |Dr Pradeep Kumar Khosla^^|-|-|-|-|-|-| | |Hanne Sorensen#|-|-|-|-|-|-| | |Keki Mistry#|-|-|-|-|-|-| | |Don Callahan#|-|-|-|-|-|-| | |Ramakrishnan V|-|-|-|-|3|-| | Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. * V Thyagarajan relinquished the position as Independent Director of the Company and consequently as a member of the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Ethics and Compliance Committee and Software Technology Parks of India (STPI)/Special Economic Zone (SEZ) Committee w.e.f. July 10, 2018. # Annual Report 2018-19 Prof Clayton M Christensen relinquished the position as Independent Director of the Company and consequently as a member of the Executive Committee w.e.f. September 28, 2018. Dr Ron Sommer was appointed as a member of Nomination and Remuneration Committee w.e.f. October 10, 2018 and member and Chairman of Stakeholders' Relationship Committee w.e.f. January 10, 2019. O P Bhatt was appointed as a member of Nomination and Remuneration Committee w.e.f. October 10, 2018 and ceased to be a member of Stakeholders' Relationship Committee w.e.f. January 10, 2019. Dr Pradeep Kumar Khosla was appointed as a member of Audit Committee and Stakeholders' Relationship Committee on January 10, 2019. Do not hold membership of any of the committees of the Board. TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on Corporate Social Responsibility (CSR) activities of the Company, has held four meetings during the FY 2019. # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2016|June 17, 2016| |Birla Matushri Sabhagar| |2017|June 16, 2017|3.30 p.m.|19, Sir Vithaldas Thackersey Marg,| |2018|June 15, 2018| |New Marine Lines, Mumbai - 400 020| # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2019. # c. Special Resolution(s): No special resolution was passed by the Company in any of its previous three AGMs. # ii. Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise, details of the voting pattern and procedure of postal ballot: The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated June 15, 2018 for buy-back of its equity shares, which was duly passed and the results of which were announced on August 4, 2018. P N Parikh (Membership No. FCS 327) of Parikh and Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner. |Description of the Resolution|Votes in favour of the resolution|Votes against the resolution|Invalid Votes| |---|---|---|---| |Approval for Buy-back of Equity Shares|Number of members voted through electronic voting system: 7,393 Number of valid Votes cast (Shares): 3,519,152,756 Percentage of total valid votes: 99.83|Number of members voted through electronic voting system: 674 Number of valid Votes cast (Shares): 5,911,138 Percentage of total valid votes: 0.17|Total number of members whose votes were declared invalid (Shares): 40,476| # Procedure for postal ballot: The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder."
+"# iii. Details of special resolution proposed to be conducted through postal ballot: None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # V. A certificate has been received from Parikh and Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. 84 I Corporate Governance Report # VI. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022) have been appointed as the Statutory Auditors of the Company. The particulars of payment of Statutory Auditors' fees, on consolidated basis is given below: |Particulars|(` lakh)| |---|---| |Services as statutory auditors (including quarterly audits)|729.5| |Tax audit|54.0| |Services for tax matters|17.5| |SSAE16 and Other matters|357.4| |Re-imbursement of out-of-pocket expenses|48.5| |Total|1,206.9| # VII. Other Disclosure |Particulars|Regulations|Details|Website link for details/policy| |---|---|---|---| |Related party transactions|Regulation 23 of SEBI Listing Regulations|There are no material related party transactions during the year that have conflict with the interest of the Company. Transactions entered into with related parties during the financial year were in the ordinary course of business and at arms' length basis and were approved by the Audit Committee. The Board's approved policy for related party transactions is uploaded on the website of the Company.|Link| |Details of non-compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India ('SEBI') or any statutory authority on any matter related to capital markets|Schedule V (C) 10(b) to the SEBI Listing Regulations|There were no cases of non-compliance during the last three financial years.| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|Link| |Discretionary requirements|Schedule II Part E of the SEBI Listing Regulations|* A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2018 was sent to every member in November 2018. * The auditors' report on financial statements of the Company are unqualified. * Internal auditors of the Company, make quarterly presentations to the audit committee on their reports.| | Corporate Governance Report I 85 # Annual Report 2018-19 # Particulars # Subsidiary Companies # Policy on Determination of Materiality for Disclosures # Policy on Archival and Preservation of Documents # Reconciliation of Share Capital Audit Report # Code of Conduct # Dividend Distribution Policy # Terms of Appointment of Independent Directors File: AR_TCS_2018_2019.md # Regulations |Regulation|Details|Website link for details/policy| |---|---|---| |24 of The SEBI Listing Regulations|The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted Indian subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.|Link| |30 of SEBI Listing Regulations|The Company has adopted a Policy on Determination of Materiality for Disclosures.|Link| |9 of SEBI Listing Regulations|The Company has adopted a Policy on Archival and Preservation of Documents.|Link| |76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and SEBI Circular No D&CC / FITTC/ Cir- 16/2002 dated December 31, 2002.|A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.| | |17 of the SEBI Listing Regulations|The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2019."
+"The Annual Report of the Company contains a certificate by the Chief Executive Officer and Managing Director, on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.|Link| |43A of the SEBI Listing Regulations|A regular annual dividend consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.|Link| |46 of SEBI Listing Regulations and Section 149 read with Schedule IV of the Act|Terms and conditions of appointment/re-appointment of Independent Directors are available on the Company's website.|Link| 86 I Corporate Governance Report # Particulars |Regulations|Details|Website link for details/policy| |---|---|---| |Familiarization Program|Regulations 25(7) and 46 of SEBI Listing Regulations|Link| |Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018|The details have been disclosed in the Business Responsibility Report forming part of the Annual Report.| | # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Statutory notices are published in The Free Press Journal and Navshakti. The Company also issues press releases from time to time. Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors/analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. A Management Discussion and Analysis Report is a part of this Annual Report. # IX. General shareholder information # i. Annual General Meeting for FY 2019 Date: June 13, 2019 Time: 3.30 p.m. Venue: Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2, particulars of Directors seeking appointment/re-appointment at this AGM are given in the Annexure to the Notice of this AGM. # ii. Financial Calendar Year ending: March 31 AGM in: June Dividend Payment: The final dividend, if approved, shall be paid/credited on June 17, 2019 # iii. Date of Book Closure / Record Date As mentioned in the Notice of this AGM # iv. Listing on Stock Exchanges National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited 25th Floor, P. J. Towers, Dalal Street, Mumbai 400 001 # v. Stock Codes/Symbol NSE: TCS BSE: 532540 Listing Fees as applicable have been paid. # vi. Corporate Identity Number (CIN) of the Company L22210MH1995PLC084781 Corporate Governance Report I 87 # Annual Report 2018-19 # vii. Market Price Data: High, Low (based on daily closing prices) and number of equity shares traded during each month in the year 2018-19 on NSE and BSE: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |Apr-2018|3,539.25|2,909.65|58,151,126|3,540.35|2,902.90|3,783,069| |May-2018|3,603.70|3,420.95|35,193,453|3,604.80|3,427.70|1,755,361| |Jun-2018|1,858.00|1,721.60|74,257,498|1,859.80|1,721.20|7,164,804| |Jul-2018|2,005.65|1,851.35|86,782,242|2,005.05|1,855.60|5,412,053| |Aug-2018|2,082.40|1,948.40|42,262,355|2,079.45|1,950.65|2,809,851| |Sep-2018|2,198.45|2,043.95|44,640,172|2,198.70|2,043.75|2,134,177| |Oct-2018|2,255.55|1,799.10|68,060,513|2,255.80|1,799.60|6,009,839| |Nov-2018|1,983.90|1,812.00|52,728,186|1,976.55|1,811.75|3,600,207| |Dec-2018|2,016.80|1,889.20|49,342,879|2,018.70|1,889.50|2,776,094| |Jan-2019|2,014.10|1,813.25|69,895,226|2,014.60|1,814.40|3,463,170| |Feb-2019|2,082.90|1,904.80|66,680,299|2,079.90|1,904.85|3,664,344| |Mar-2019|2,039.95|1,967.90|53,740,876|2,040.20|1,968.20|2,582,161| Note: Price from May 31, 2018 is Ex-Bonus. # viii. Performance of the share price of the Company in comparison to the BSE Sensex : TCS Share price and BSE Sensex Movement * Adjusted for 1:1 Bonus. The share has been trading ex-bonus on the exchanges w.e.f. May 31, 2018. # ix. Registrars and Transfer Agents Name and Address: TSR DARASHAW Limited (""TSRDL"") 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011. Telephone: 022 6656 8484 Fax: 022 6656 8494 E-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com 88 I Corporate Governance Report # x. Places for acceptance of documents Documents will be accepted at the above address between 10.00 a.m. and 3.30 p.m. (Monday to Friday except bank holidays). For the convenience of the shareholders, documents will also be accepted at the following branches/agencies of TSRDL: # a."
+"Branches of TSRDL: - TSR DARASHAW Limited 503, Barton Centre, 5th Floor 84, Mahatma Gandhi Road Bangalore 560 001 Telephone: 080 2532 0321 Fax: 080 2558 0019 E-mail: tsrdlbang@tsrdarashaw.com - TSR DARASHAW Limited 'E' Road, Northern Town Bistupur Jamshedpur 831 001 Telephone: 0657 2426616 Fax: 0657 2426937 E-mail: tsrdljsr@tsrdarashaw.com - TSR DARASHAW Limited Tata Centre, 1st Floor 43, J. L. Nehru Road Kolkata 700 071 Telephone: 033 2288 3087 Fax: 033 2288 3062 E-mail: tsrdlcal@tsrdarashaw.com - TSR DARASHAW Limited 2/42, Ansari Road, 1st Floor Daryaganj, Sant Vihar New Delhi 110 002 Telephone: 011 2327 1805 Fax: 011 2327 1802 E-mail: tsrdldel@tsrdarashaw.com # b. Agent of TSRDL: Shah Consultancy Services Limited 3, Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge Ahmedabad 380 006 Telefax: 079 2657 6038 E-mail: shahconsultancy8154@gmail.com # xi. Share Transfer System: Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorized by the Board severally to approve transfers, which are noted at subsequent Board Meetings. # xii. Shareholding as on March 31, 2019: # a. Distribution of equity shareholding as on March 31, 2019: |Number of shares|Holding|Percentage to capital|Number of accounts|Percentage to total accounts| |---|---|---|---|---| |1 - 100|18,402,438|0.5|528,148|70.3| |101 - 500|37,550,103|1.0|185,200|24.6| |501 - 1000|14,900,327|0.4|20,749|2.8| |1001 - 5000|27,199,737|0.7|13,897|1.9| |5001 - 10000|9,150,929|0.2|1,292|0.2| |10001 - 20000|8,811,580|0.2|622|0.1| |20001 - 30000|5,636,878|0.2|230|-| |30001 - 40000|5,424,479|0.1|154|-| |40001- 50000|4,808,196|0.1|106|-| |50001 -100000|21,790,964|0.6|304|-| |100001 - above|3,598,709,075|96.0|903|0.1| |GRAND TOTAL|3,752,384,706|100.0|751,605|100.0| # Annual Report 2018-19 # b. Categories of equity shareholding as on March 31, 2019: |Category|Number of equity shares held|Percentage of holding| |---|---|---| |Promoters|2,702,450,947|72.0| |Other Entities of the Promoter Group|1,091,053|-| |Mutual Funds & UTI|93,357,668|2.5| |Banks, Financial Institutions, States and Central Government|2,750,113|0.1| |Insurance Companies|196,172,807|5.2| |Foreign Institutional Investors and Foreign Portfolio Investors - Corporate|592,842,601|15.8| |NRI's / OCB's / Foreign Nationals|4,854,682|0.1| |Corporate Bodies / Trust|26,208,151|0.7| |Indian Public & Others|130,744,399|3.6| |Alternate Investment Fund|1,663,495|-| |IEPF account|248,790|-| |GRAND TOTAL|3,752,384,706|100.0| # c. Top ten equity shareholders of the Company as on March 31, 2019: |Sr. No.|Name of the shareholder*|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Private Limited|2,702,450,947|72.0| |2|Life Insurance Corporation of India|152,493,927|4.1| |3|SBI Mutual Fund|21,680,561|0.6| |4|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|19,248,438|0.5| |5|Government of Singapore|18,028,475|0.5| |6|Oppenheimer Developing Markets Fund|16,731,906|0.5| |7|ICICI Prudential Life Insurance Company Ltd|16,139,316|0.4| |8|Axis Mutual Fund Trustee Limited|15,244,614|0.4| |9|Abu Dhabi Investment Authority|15,036,984|0.4| |10|Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds|14,112,213|0.4| * Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder. # xiii. Dematerialization of shares and liquidity: The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares of the Company representing 99.96 percent of the Company's equity share capital are dematerialized as on March 31, 2019. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xiv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on March 31, 2019, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments. # xv. Commodity price risk or foreign exchange risk and hedging activities: The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. 90 I Corporate Governance Report # xvi. Equity shares in the suspense account: In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2018|26|820| |Shareholders who approached the Company for transfer of shares from suspense account during the year|-|-| |Shareholders to whom shares were transferred from the suspense account during the year|-|-| |Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act|-|-| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2019|26|1,640*| *Pursuant to allotment of 1:1 bonus equity shares. The voting rights on the shares outstanding in the suspense account as on March 31, 2019 shall remain frozen till the rightful owner of such shares claims the shares. # xvii."
+"Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund: Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (""IEPF Rules""), dividend, if not claimed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website (https://www.tcs.com/details-unclaimed-dividend-transfer-IEPF-account-2017). In light of the aforesaid provisions, the Company has during the year under review, transferred to IEPF the unclaimed dividends, outstanding for 7 consecutive years, of the Company, erstwhile TCS e-Serve Limited and CMC Limited (since amalgamated with the Company). Further, shares of the Company, in respect of which dividend has not been claimed for 7 consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority. The details of unclaimed dividends and shares transferred to IEPF during FY 2019 are as follows: |Financial year|Amount of unclaimed dividend transferred (` lakh)|Number of shares transferred| |---|---|---| |2011|102.6*|3,028| |2012|86.5|29,672| |TOTAL|189.1|32,700| *Includes final dividend of erstwhile TCS e-Serve Limited and erstwhile CMC Limited. The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules. # Annual Report 2018-19 The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's Registrar and Transfer Agent: # a. For shareholders of Tata Consultancy Service Limited (TCS): |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2011-12|June 29, 2012|July 29, 2019| |2012-13|July 12, 2012|August 12, 2019| |2012-13|October 19, 2012|November 18, 2019| | |January 14, 2013|February 13, 2020| |2013-14|July 18, 2013|August 18, 2020| |2013-14|October 15, 2013|November 14, 2020| | |January 16, 2014|February 16, 2021| |2014-15|July 17, 2014|August 18, 2021| |2014-15|October 16, 2014|November 16, 2021| | |January 15, 2015|February 15, 2022| |2015-16|July 9, 2015|August 9, 2022| |2015-16|October 13, 2015|November 12, 2022| | |January 12, 2016|February 11, 2023| |2016-17|July 14, 2016|August 16, 2023| |2016-17|October 13, 2016|November 16, 2023| | |January 12, 2017|February 12, 2024| |2017-18|July 13, 2017|August 13, 2024| |2017-18|October 12, 2017|November 12, 2024| | |January 11, 2018|February 10, 2025| |2018-19|July 10, 2018|August 9, 2025| |2018-19|October 11, 2018|November 10, 2025| | |January 10, 2019|February 9, 2026| # b. For shareholders of erstwhile TCS e-Serve Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2011-12|July 10, 2012|August 14, 2019| |2012-13|May 30, 2013|July 3, 2020| # c. For shareholders of erstwhile CMC Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2011-12|June 27, 2012|July 26, 2019| |2012-13|June 26, 2013|July 25, 2020| |2013-14|June 23, 2014|July 22, 2021| |2014-15|June 11, 2015|July 10, 2022| |2015-16|July 16, 2015|August 18, 2022| # xviii. Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa 403 526. # xix. Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021."
+"Telephone: 91 22 6778 9595 Designated e-mail address for Investor Services: investor.relations@tcs.com Website: www.tcs.com 92 I Corporate Governance Report # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2019, received from the Members of the Board and Senior Management Personnel of the Company, a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Personnel means the Chief Financial Officer, Global Head - HR, Global Business Unit Heads, Global Head - Legal and the Company Secretary as on March 31, 2019. Rajesh Gopinathan Chief Executive Officer and Managing Director Mumbai, April 12, 2019 # PRACTICING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2019, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). The compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2019. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P N Parikh Partner Mumbai, April 12, 2019 FCS No: 327 CP No: 1228 Corporate Governance Report I 93 TCS is deeply rooted in all the communities that we work with globally, through a variety of formal CSR programs and volunteering efforts by employees. We engage in community initiatives that are designed to create 'Impact through Empowerment', in the areas of education and skill building, health and wellness, and environment. We also support the restoration of heritage sites and participate in relief operations during disasters. TCS' global presence, core IT expertise and large employee base help scale up social programs. In addition, TCS partners with Tata Trusts, NGOs and various not-for-profit organizations. All these sustainability initiatives have tangible outcomes, on both individuals and communities, and their impact is regularly measured, reported and improved upon. TCS' CSR initiatives reached more than 1.66 million beneficiaries globally, in FY 2019, once again creating a considerable societal impact in the countries in which we operate. TCS encourages its employees to pledge a certain number of volunteering hours annually for worthy causes in their local communities. Purpose4life (P4L) is a platform designed to channelize and capture volunteering efforts. Maitree is an internal initiative that encourages and supports volunteer-driven activities by TCSers and their families. TCSers collectively contributed more than 650,000 volunteering hours in FY 2019. # Education and Skill Building Education is an integral part of development, and critical to a country's economic competitiveness. In India, the Right to Education (RTE) Act guarantees free and compulsory education for all children between the ages of 6 and 14. While every child in India has the right to education, there is a huge difference in the facilities available to children in urban and rural areas. TCS' 'Lab on Bike' program provides children from low income, disadvantaged communities and their teachers with fun learning opportunities that foster a scientific mind-set. The Lab on Bike instructor travels to government schools with a set of science experiment kits through which he conducts experiments in physics, chemistry and biology."
+"The Lab on Bike program has been implemented by TCS in 12 schools around Bengaluru and 10 schools in Ahmedabad, in association with Agastya International Foundation. In partnership with Tata Trusts, TCS has set up science and mathematics laboratories in remote tribal areas of Odisha, to provide children access to quality education. Mobile science labs housed in vans with GPS trackers, visit different blocks of Odisha to provide hands-on training in basic science. These labs are fitted with audio-visual equipment, solar panels to provide backup power support, library books to promote reading and provide a source for referencing for students and teachers alike. An experiment demonstrating the wave theory in a government school in Odisha. TCS continues to run several pioneering programs across various Indian states in education and skill development, which prepare children for a digital future. Launchpad and InsighT are two such initiatives. Launchpad, started in 2016, introduces secondary school students (aged 10-13 years) to coding logic, using C++ and Python. It is a gamified approach that helps children develop logical thinking and learn programming methods. InsighT, launched in 2006, is an IT awareness and enablement initiative for senior school students (aged 15-17 years) that aims to provide an understanding of programming, IT and its applications. 13,546 students benefitted from these programs in FY 2019 (9,964 in FY 2018). TCS supports the Avasara Academy, a residential school for underprivileged girls in Pune, through the 'TCS Centre for Entrepreneurship', to develop leadership potential among the students. This building is being actively used as the main academic and administrative block. TCS' BridgeIT is a unique program that uses IT as a key enabler in school education, adult literacy program and the creation of entrepreneurs in rural villages. Technology is effectively utilized to educate rural communities and provide a platform to develop ideas and skills that can help increase employability and the standard of living. BridgeIT has been implemented in 265 villages across 9 states, covering 36,044 students, 5,077 adults and 236 entrepreneurs, since inception. # This holistic program has won several awards in FY 2019: the Diversity and Inclusion in Asia Network (DIAN) Decade Awards for promoting social inclusion in Asia, the UN Global Compact Network India (GCNI) Innovate Practices Award on SDGs, and the Tata Affirmative Action Program (TAAP) Good Practice Award. # Shailendra Kumar at his Digital Centre Shailendra Kumar, an MBA, from Ichauli village, in the Rae Bareli district of Uttar Pradesh, initially joined his father in farming. He heard of BridgeIT when he met Devendra, a cluster leader in the program. He completed the program and eventually became a digital entrepreneur. Shailendra opened a digital centre, offering various digital services, as well as photo-copying, printing and scanning. He registered in the Common Service Centres, through which he could access various government online schemes, which helped him improve his economic status further. As a result of his entrepreneurial spirit, he is able to earn a steady income every month. # Employability Programs To bridge the employability skill gap, TCS runs IT and BPS Employability programs, which seeks to enhance the employability of students from rural colleges by training them in business and technical skills, general aptitude, business English and corporate etiquette. 2,528 beneficiaries from the IT and BPS Employability programs, have joined TCS in FY 2019. ""This program gives confidence and opportunities to many students like us, to explore and realise their potential. I would like to give back to the society by sharing my knowledge and empowering other students, by becoming a part of this program."" - Zahirhussain # Adult Literacy Program (ALP) Through its flagship Adult Literacy Program (ALP), TCS has been instrumental in augmenting the efforts of the Indian Government to achieve functional literacy. The program uses an internally developed computer-based software to enable non-literate adult learners to read, write and do arithmetic, at the end of the course. The software is available in nine Indian and three foreign languages and takes approximately 50 to 55 learning hours to complete. TCS partners with local governments, jail authorities, NGOs, corporates and others. In FY 2019, the program was implemented across 18 states in India and 365,411 adults were made literate, a 110% growth in the number of beneficiaries over prior year. The oldest learner to complete ALP is 96-year old Sunder Bai from Hamukhedi village in Madhya Pradesh. She has inspired other women in her community to educate themselves, no matter what their age."
+"# Awards In FY 2019, ALP won the Project Management Institute (PMI) India Award for Contribution to Community, the SABERA Award under the Responsible Business category and the India Digital Award (Internet and Mobile Association of India) - Best use of technology to drive CSR. # Success Stories File: AR_TCS_2018_2019.md Krishnawati Devi, a 32-year-old woman from Vishambharpur, Uttar Pradesh, not only gained reading, writing and arithmetic skills but also business skills, through the Adult Literacy Program (ALP). During her ALP sessions, she learnt about entrepreneurs, who started their own businesses. Inspired by their stories, she set up her own small general store, after completing her course. With the skills she learnt, she is able to run the shop on her own and supplement her family's income. Zahirhussain from Tamil Nadu, completed a BE in Electronics and Communications from the Anna University College of Engineering, Villupuram. He joined the IT Employability program in his pre-final year. He was selected to join TCS through a placement drive conducted on completion of the program. He feels that the program has shaped his skills and personality to match his academic excellence. Zahirhussain is currently working in TCS, Bengaluru. # Research Scholar Program (RSP) TCS has also been involved in strengthening research efforts. The Research Scholar Program (RSP) seeks to support scholars who are pursuing full time Ph.D. courses in computing sciences in India. The program was launched to provide a major fillip to quality research in areas such as computer sciences and engineering, information systems and technology, and software engineering. # Annual Report 2018-19 An opportunity to interact with TCS researchers and receive mentoring. The FC Kohli Center on Intelligent Systems (KCIS) was established at the International Institute of Information Technology, Hyderabad (IIIT Hyderabad) with funding from TCS, to promote research, teaching and entrepreneurship, particularly to carry out sustainable innovation in areas such as natural language processing, robotics, and cognitive sciences. The research undertaken at the centre has the potential for significant social impact through the development of innovative products. Digital Impact Square (DISQ) is an online, open social innovation platform, with a physical location at Nashik, Maharashtra, on which students and budding entrepreneurs from across India can build solutions to challenging civic and social problems, using digital technologies and human centric design principles. A majority of training centres for the visually impaired across the country provides vocational training in crafts. To help them participate in a technology driven world, TCS Maitree has pioneered a one of its kind Advanced Computer Training Centre (ACTC) in India, which offers courses that are designed around specific industry profiles, equipping them with the domain and technology skills necessary to be gainfully employed. Live demo conducted on website development in HTML at the Advanced Computer Training Centre, by TCS' Maitree team. Globally, countries like the United Kingdom, North America, Latin America and Australia face a shortage of technological skills. To address this gap, TCS has devised various programs to inspire a generation of young students to develop an interest in Science, Technology, Engineering and Math (STEM). In FY 2019, TCS reached over 660,000 students through STEM initiatives across geographies, including India. An 'Ignite My Future' session conducted for teachers at a school in St. Louis, Missouri. In 2017, TCS launched 'Ignite My Future in School' (IMFIS) in partnership with Discovery Education, to prepare more than one million students in the US, for 21st century careers, by the year 2021. This initiative seeks to transform the US education system by embedding computational thinking and problem solving into core school subjects, such as mathematics, English, social studies, and the arts. IMFIS adopts a paradigm shift by connecting with schools in a way that is customized to their needs. Since inception, IMFIS has provided training materials valued at more than $2 million and engaged over 460,000 students and 8,000 educators in all 50 states. STEM programs in Latin America focus on three areas: (i) provide children and young students from unprivileged sectors access to information technology (ii) encourage youth to take up careers in the IT field and (iii) empower women through IT education. In the United Kingdom and Ireland, TCS' IT Futures program has helped inspire students in technology, through its STEM activities. The core components of the IT Futures program include conducting workshops in schools and universities, organizing and having a presence at STEM events and offering work placements and internships."
+"In the last 12 months, TCS' Digital Explorers program has connected with ~300,000 young students, building on their innate skills as digital natives and exposing them to the world of technology. In Europe, goIT is a technology awareness program, targeting youth in the age group of 14-18 years, to generate an interest in STEM education and build future careers in IT. TCS Germany has been hosting Girls' Day at their offices every year under the goIT umbrella. Girls learn how to solve the given tasks in groups by programming Lego Mindstorms robots. TCS Hungary together with # Career Orientation Program The American Chamber of Commerce launched the New Career Orientation Program, which aims to help prepare secondary school students (9th to 12th grades) to choose their career paths, and also equips them with information on the opportunities available in STEM. In South Africa, TCS supported students in under-served schools in Cape Town, as they participated in an exobiology experiment in their classroom. The experiment brings together learners and the International Space Station (ISS) giving them an opportunity to interact with real astronauts, scientists and researchers. Identical experiments are conducted on plant growth, both in the ISS laboratory, as well as in the classrooms on Earth. This allows students to compare the data from experiments on earth with the data from space in real time. Over the course of the experiment, students acquire next generation skills and knowledge, while deepening their innate curiosity and desire to learn. TCS Japan promotes STEM for children, using drones. GoIT in China and Singapore help popularize computer science as a subject, through sessions and workshops on design thinking, idea generation, coding and mobile app prototyping. TCS Australia inspires girls to take up careers in IT, through its flagship program 'GoIT Girls', for class 10 and 11 students. TCS also mentors young Australian students to build their confidence in STEM disciplines. # TCS Australia's GoIT Mentoring Team Program with students of Cabramatta High School # Health and Wellness Today, CSR is being harnessed to create new, systemic solutions that address the root causes of society's biggest health challenges. TCS has demonstrated its commitment to the community by using technology as a key enabler to provide comprehensive solutions to health-based organizations and hospitals. TCS has provided an integrated Hospital Management System (HMS) and IT infrastructure which includes a comprehensive web-based solution, to the Cancer Institute at Chennai and Tata Medical Center at Kolkata. HMS is a secure and integrated system that aims to minimize the use of paper for information flow across the hospital. As part of the CSR engagement, TCS spear-headed end-to-end ownership of technology, business process optimization, program management and infrastructure. Patient movement inside the OPDs was streamlined, the Fast Track Management Service was enhanced and an automated Day Care appointment system was rolled out. The Digital Nerve Centre (DiNC) is an innovative platform that leverages digital technologies to connect to leading cancer research centres and specialists within the National Cancer Grid. DiNC enables the country's oncology experts to effectively collaborate and communicate. TCS in collaboration with Tata Trusts is working towards the implementation of this platform in the National Cancer Grid hospitals at Tata Memorial, Mumbai; Cancer Institute, Chennai; Tata Medical Centre, Kolkata and Regional Cancer Centre, Thiruvananthapuram. TCS' Translational Cancer Research Centre (TTCRC) is set up in partnership with Tata Medical Centre, to develop technology for clinical trials, risk adapted treatment, predictive outcomes and biomarkers. TCS has provided operational solutions for TTCRC since its inception, one of these being a bespoke web-enabled Clinical Trials Management System (CTMS) with decision support tools to track patients and record events, to be used for TTCRC trials. The clinical research unit at TTCRC works closely with TCS in the development of a data-driven translational research platform, based on integrated analyses of clinical and laboratory studies. Heart disease and stroke remain the leading causes of death in North America. TCS partners with the American Heart Association to support national awareness and prevention through information sharing and awareness building, particularly aimed at women. There is an increasing prevalence of cardiovascular disease across the United Kingdom and Ireland (UK&I). TCS entered into a corporate charity partnership with the British Heart Foundation (BHF) to help spread awareness on heart health. TCS UK&I has raised funds for a research project that aims to identify factors contributing to heart disease. Operation Smile provides free surgery for children with cleft lip and palate in remote areas of China."
+"TCS employees regularly volunteer and provide their services on medical record and patient image management, translation services for international medical staff and also help patients who undergo surgery. # Environment TCS' commitment towards the environment is driven by an organization-wide environmental policy that focuses on making a continuing positive impact on the environment, includes environmental responsibility as a core organizational value, and creates awareness among employees. The overall approach adopted aims to mitigate climate change related risks through resource optimization and impact minimization. TCS' environmental sustainability strategy is implemented through standardized processes, environmental impact performance monitoring and strong partnerships with stakeholders, including employees. # Annual Report 2018-19 # 1. Process Focus TCS has been certified enterprise-wide under the ISO 14001:2015 Environmental Management System (EMS) standard, across 120 locations globally. The EMS follows a risk-based approach that is founded on the principle of Plan-Do-Check-Act. This approach helps to integrate environmental risks and opportunities with TCS' business strategy. Energy, carbon, water and waste are the most material environmental aspects for our operations. We measure, manage and report on these aspects covering our global operations. # 2. Enhanced Environmental Performance # Energy Conservation and Carbon Management Energy and carbon continued to be material environmental aspects for us with greater focus on energy reduction and carbon mitigation. This year we further reduced our carbon footprint by ~8.1% over the prior year, and ~56% over the baseline year FY 2008. Having achieved our 2020 target to reduce the specific carbon footprint by 50%, we are now working on the next stage of our environmental sustainability targets. This reduction was achieved by adding more green buildings to our real estate portfolio, placing roof top solar panels across our offices, optimizing IT system power usage, and improving operational efficiency through our IoT based Remote Energy Management System. All these efforts have resulted in year-on-year energy reduction, offsetting the growth in employees, new facilities and ramping up of existing facilities. TCS' corporate head office, TCS House in Mumbai, was awarded the highest Platinum rating by the Indian Green Building Council under the Existing Building category. TCS became the first IT services company in India to achieve the ISO 50001:2011 Energy Management System certification for its campus at Pune, Sahyadri Park. Change over to energy efficient luminaires, retrofits and enhancement to legacy infrastructure, operational efficiency, were among the energy reduction levers. Renewable energy (RE) use in our offices increased to 10.1% as from 8.45% in the prior year, towards achieving the 2020 target of 20% RE in the energy mix. This year we added 1.7 MW of solar rooftop systems across four locations, and have plans to add another 3MW in the coming financial year. The solar rooftop installations across our campuses contribute towards 5849 MWh of energy. We have continuously innovated and improved our data center energy efficiency through initiatives like data center/server room consolidation, rack cooling solutions, air-flow management, UPS load optimization through modular UPS solutions and centralized monitoring; thereby reducing the Power Utilization Efficiency (PUE) across 23 data centers to 1.67, reducing it from 1.71 in the prior year. # Water Conservation TCS has optimized its water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All our new campuses are designed for 50% higher water efficiency, 100% treatment and recycling of sewage, and rainwater harvesting. We continue to innovate with water management practices, primarily towards maximizing the reuse of waste streams. We successfully piloted a project to reuse cooling tower blow-down, which was earlier being discharged in order to maintain the cycle of concentration at optimum levels. The project involved setting up a treatment plant to make the water quality suitable for reuse. This initiative helped us reduce the freshwater consumption by over 90 kilo liters per day. In FY 2019, consistent water management measures, consolidation of offices and increased occupancy at green field projects has helped us reduce our specific fresh water consumption by over 5.5% compared to FY 2018. With the addition of a rainwater harvesting system at our campus in Indore this year, and the existing system of rooftop water collection facilities, storage tanks, and recharge trenches and pits, there has been a 28% increase in the rainwater harvesting potential at TCS sites in FY 2019 over the prior year. We continue our efforts towards community water shed management and surface water body rejuvenation projects by scaling up our work at Siruseri in Chennai, Kasalganga in Solapur and Malguzari ponds in Vidarbha."
+"# Waste Reduction and Reuse Since we are an IT services and consulting organization, our facilities only generate electronic, electrical and office consumables waste, and municipal solid waste. There is also a relatively smaller proportion of potentially hazardous wastes such as lead-acid batteries and waste lube oil. TCS' waste management practices seek to maximize segregation at source, as well as reuse and recycling wherever possible. In FY 2019, over 42% of the total food waste generated was treated using onsite composting methods or bio-digester treatment. All TCS campuses, owned offices and leased offices that have the required space, have been provided with onsite food waste management facilities. Dry waste is categorized, segregated and sent for recycling. Garden waste is composted onsite. Over 275 tons of compost was generated in FY 2019, helping TCS avoid the use of chemical fertilizers and the resultant soil and groundwater pollution. 98 I Corporate Sustainability Report # Corporate Sustainability Report # 1. E-Waste Disposal In FY 2019, 52,862 items of obsolete or defunct electronic and electrical equipment classified as e-waste were disposed of through government-authorized handlers or recyclers, in accordance with the regulations of each country1. # 2. Resource Use and Waste Reduction As a result of TCS' focus on resource use and waste reduction, per capita paper consumption has reduced by 12.6% over the prior year and 87% over the baseline year FY 2008. The success of this drive can be attributed to the awareness created among employees, and the enforcement of printing discipline through automated and manual means. TCS continues to achieve 100% recycling of its paper waste2. # 3. Responsible Sourcing Our responsible sourcing program is positioned to motivate our suppliers to adhere to 100% regulatory compliance and strive for better sustainability performance. Our Sustainable Supply Chain policy and Green Procurement policy outline our commitment to making our supply chain more responsible and sustainable. TCS' Supplier Code of Conduct is included as a part of the contract with all vendors. Pre-qualification compliance assessments and site audits are carried out for high risk vendors with periodic reviews undertaken during the contract period. # 4. Employee Engagement Our customers, employees and vendors are very much a part of our environmental sustainability journey. We offer our customers IT-based green solutions, and motivate our vendors to adhere to safe and environmentally responsible practices. We encourage our employees to volunteer for environmental causes in their community, and engage them through various internal awareness and communication campaigns, to sensitize them towards the risks to our environment, the need to conserve resources, and in general, to be environmentally responsible. Throughout the year, TCS associates in North America participated in volunteering activities that positively impacted the environment, by way of park clean-ups, where they worked to remove invasive plant species and cleaned up local shorelines. As part of the environment initiatives in Latin America, the 'Recycling with a Cause' initiative promotes environment consciousness by recycling paper, cans, lids, etc. which are handed over to NGO partners. These NGOs in turn contribute towards healthcare support to be provided to underprivileged people, either monetarily, or with resources. Healthcare treatments include chemotherapy, wheelchair and physical rehabilitation. Every year, TCS UK&I runs four awareness raising campaigns in its offices, in order to reduce its environmental footprint. TCS also continues to promote environmental sustainability through Eco Futures, a staff awareness program that focuses on recycling, energy consumption, and travel. Across TCS locations, employees volunteer for various environment related initiatives, such as tree planting drives and beach/park cleanup campaigns, in order to create awareness around their local communities. Every year, the month of June is celebrated as the TCS Sustainability Month, and June 2018 saw TCS observe this campaign globally with the theme 'Beat Plastic Pollution'. We pledged to make all our offices plastic free by eliminating the use of single-use plastic items and minimizing and recycling plastic packaging in our cafeterias. Additionally, the campaign comprised of several employee engagement activities that encouraged TCSers to join this movement and implement their learning not only in their personal lives but also for the benefit of the community around them. # Plogging at TCS Trivandrum 1 Data for all geographies. 2 Data given is only for India, since most overseas locations are multi-occupancy facilities, where waste handling and disposal is handled by the building authority. This section is as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."
+"A more detailed Sustainability Report for FY 2019 will be published shortly on our website: www.tcs.com # Section A: General information about the company |1. Corporate Identity Number (CIN) of the Company:|L22210MH1995PLC084781| |---|---| |2. Name of the Company:|Tata Consultancy Services Limited| |3. Registered address:|9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, India| |4. Website:|www.tcs.com| |5. E-mail id:|corporate.sustainability@tcs.com| |6. Financial Year reported:|April 1, 2018 to March 31, 2019| |7. Sector(s) that the Company is engaged in (industrial activity code-wise):|ITC CODE: 85249009| |Description:|Computer Software| |8. List three key products/services that the Company manufactures/provides (as in balance sheet):|Consulting and Service Integration, Digital Transformation Services and Cognitive Business Operations.| |9. Total number of locations where business activity is undertaken by the Company:|(a) Number of International Locations (Provide details of major 5): 183 delivery centers| |Breakup for the top 5 regions is as below:| | |Region|# of Delivery Centers| |---|---| |UK and Ireland|17| |Latin America|15| |North America|14| |Asia Pacific|11| |Europe|3| |(b) Number of National Locations:|121| |---|---| |10. Markets served by the Company - Local/State/National/International:|North America, Latin America, United Kingdom and Ireland, Continental Europe, Asia Pacific, Middle East and Africa, and India.| # Section B: Financial details of the company |1. Paid up Capital (INR):|375 crore| |---|---| |2. Total Turnover (INR):|146,463 crore| |3. Total profit after taxes (INR):|31,472 crore| |4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%):|1.6 % of average net profit for previous three years in respect of standalone TCS (India Initiatives only).| # Section C: Other details |1. Does the Company have any Subsidiary Company/Companies?|Yes.| |---|---| |2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent company?|If yes, then indicate the number of such subsidiary company(s): Yes, 37 subsidiaries participated.| |3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company?|If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] No.| # Section D: BR information |1. Details of Director/Directors responsible for BR| | |---|---| |(a) Details of the Director/Director responsible for implementation of the BR policy/policies|The CSR Committee of the Board of Directors is responsible for implementation are as follows: BR policies.| |DIN|Name|Designation| |---|---|---| |00121863|N Chandrasekaran|Chairman| |00548091|O P Bhatt|Independent Director| |06365813|Rajesh Gopinathan|Chief Executive Officer and Managing Director| |07121802|Aarthi Subramanian|Director| |(b) Details of the BR head| | |---|---| |Name:|Milind Lakkad| |Designation:|Global Head Human Resources| |Telephone number:|022 67789999| |E-mail id:|corporate.sustainability@tcs.com| # 2. Principle wise (as per NVGs) BR Policy/policies The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows: - P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner |S. N.|Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---|---|---| |1|Do you have a policy / policies for....|Y|Y|Y|Y|Y|Y|Y|Y|Y| |2|Has the policy being formulated in consultation with the relevant stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |3|Does the policy conform to any national / international standards?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |4|Has the policy been approved by the Board? If yes, has it been signed by MD/Owner/CEO/appropriate Board Director?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |5|Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy? Indicate the link for the policy to be viewed online?|Y*|Y*|Y*|Y**|Y*|Y***|Y*|Y*|Y*| |6|Has the policy been formally communicated to all relevant internal and external stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |7|Does the company have in-house structure to implement the policy/ policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |8|Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/ policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |9|Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?|Y|N|Y|N|N|Y|N|N|Y| * TATA Code of Conduct (https://on.tcs.com/Tata-Code-Of-Conduct) ** CSR Policy (https://on.tcs.com/Global-CSR-Policy) *** Environment Policy (https://on.tcs.com/Environmental-Policy) Business Responsibility Report I 101 # Annual Report 2018-19 # 3."
+"Governance related to BR # (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO meet to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: Six Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. # (b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Yes, the Company publishes its Sustainability Report annually. The hyperlink is: http://sites.tcs.com/corporate-sustainability # Section E: Principle wise performance # Principle 1 - # 1. Does the policy relating to ethics, bribery and corruption cover only the company? No. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? Yes. # 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so: In FY 2019, 160 ethics concerns from various stakeholders were received. Of these, 145 (90.6%) were satisfactorily resolved as on March 31, 2019. The remaining concerns are currently under resolution. # Principle 2 # 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities: Three instances of work done by TCS that results in social or environmental good are: - a) Energy management solution (EMS) - an IoT based, closed-loop data detecting and machine learning system to monitor, detect and analyse energy consumption patterns in real-time and to uncover opportunities of reducing energy consumption and reducing the carbon footprint impact. - b) Digital Nerve Centre (DiNC) is an innovative platform that leverages digital technologies to connect to leading cancer research centres and specialists within the National Cancer Grid. DiNC enables the country's oncology experts to effectively collaborate and communicate. TCS in collaboration with Tata Trusts is working towards the implementation of this platform. File: AR_TCS_2018_2019.md - c) mKRISHI® - A personalized advisory solution that empowers farmers with actionable data-driven insights, to improve farm productivity and farmer income. (More details online - https://www.tcs.com/enabling-digital-farming-with-pride) # 2. For each such product, provide the following details in respect of resource used (Energy, Water, Raw material etc.) per unit of product (optional) # a) Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain? a) EMS - During FY 2019, TCS was able to reduce the specific electricity consumption by 6.5%. This has been achieved through a series of initiatives including real time energy monitoring (smart metering), timely interventions enabled through TCS' IoT platform, change over to energy efficient lighting and modernization of legacy infrastructure to energy efficient systems. # b) DiNC - Not applicable. # c) mKRISHI® - Not applicable. # b) Reduction during usage by consumers (energy, water) has been achieved since the previous year: Not applicable. # 3. Does the company have procedures in place for sustainable sourcing (including transportation)? (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. Our suppliers sign the Supplier Code of Conduct and the Tata Code of Conduct. Our policy on supply chain sustainability can be found here: https://on.tcs.com/Sustainable-Supply-Chain-Policy # 4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? Yes. # (a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? While the criteria for selection of goods and services is quality, reliability and price, TCS gives preference to small organisations, particularly promoted by entrepreneurs from socially backward communities. 102 I Business Responsibility Report Under the BridgeIT program, TCS has trained digital entrepreneurs who have established themselves as key resources in the villages within which they operate. To enhance livelihood options in Panvel, India, TCS associates have trained women to make eco-friendly jute bags through the 'Women Empowerment program'. TCS procures these bags for distribution at various marketing events organized by the company. # 5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so: Yes. For more details please refer to the Corporate Sustainability Report which forms part of this Annual Report. # Principle 3 1."
+"Please indicate the Total number of employees: 424,285 as on March 31, 2019. 2. Please indicate the Total number of employees hired on temporary/ contractual/ casual basis: 20,376 as on March 31, 2019. 3. Please indicate the Number of permanent women employees: 152,114 as on March 31, 2019. 4. Please indicate the Number of permanent employees with disabilities: 442 as on March 31, 2019. 5. Do you have an employee association that is recognized by management? Yes. 6. What percentage of your permanent employees are members of this recognized employee association? 0.03% (For India). 7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year: 8. The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During FY 2019, the Company has received 87 complaints on sexual harassment, out of which 76 complaints have been resolved with appropriate action taken as on March 31, 2019. The remaining complaints are under review. There have been no complaints in other areas. What percentage of your under mentioned employees were given safety & skill upgradation training in the last year? # Principle 4 1. Has the company mapped its internal and external stakeholders? Yes. 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders: Yes. 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so: # Principle 5 1. Does the policy of the company on human rights cover only the company or extend to the Group/ Joint Ventures/ Suppliers/Contractors/NGOs/Others? The policy is applicable to TCS, its subsidiaries and vendors. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? None was received. # Principle 6 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others? The policy is applicable to TCS, its subsidiaries and vendors. 2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc: Yes. TCS' Environmental Policy is available on https://on.tcs.com/Environmental-Policy 3. Does the company identify and assess potential environmental risks? Yes. 4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not applicable. Business Responsibility Report I 103 # Annual Report 2018-19 # 5) Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. Yes. Please refer to the section on Corporate Sustainability in this Annual Report. # 6) Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes. # 7) Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. One. # Principle 7 # 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: Yes. National Association of Software and Services Companies (NASSCOM), Confederation of Indian Industries (CII), Federation of India Chambers of Commerce and Industry (FICCI), US India Business Council (USIBC), US Chamber of Commerce (USCC) and Confederation of British Industry (CBI). # 2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes. TCS participated in consultations on governance and administration, sustainable business principles, inclusive development policies (with a focus on skill building and literacy), economic reforms and tax and other legislations. TCS uses the Tata Code of Conduct as a guide for its actions in influencing public and regulatory policy. # Principle 8 # 1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof? Yes. Please refer to the section on Corporate Sustainability in this Annual Report. # 2."
+"Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization? TCS uses all of these modes. # 3. Have you done any impact assessment of your initiative? Yes. # 4. What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken? ₹527 crore including overseas spend. For more details, please refer to Annexure II of Directors' Report in this Annual Report. # 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so. Yes. Initiatives conducted under CSR are tracked to determine the outcomes achieved and the benefits to the community. Internal tracking mechanisms, monthly reports and follow-up field visits, telephonic and email communications are regularly carried out. The Company has engaged highly trained employees to drive and monitor the CSR activities. # Principle 9 # 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year? 4.2% of the complaints received is pending resolution as on March 31, 2019. # 2. Does the company display product information on the product label, over and above what is mandated as per local laws? Not applicable. # 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anticompetitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so: No. # 4. Did your company carry out any consumer survey/consumer satisfaction trends? Yes. 104 I Business Responsibility Report # Awards and Accolades # Business - TCS' #DigitalDirections campaign won three accolades at the Communicate magazine's Corporate Engagement Awards - Two Golds, for 'Best Stakeholder Communications' and 'Best Sponsorship Activity To Support or Develop A Corporate Reputation', and One Silver for 'Best PR and external communications' - Voted the Overall Most Outstanding Company in India, in Asiamoney's 2018 Asia's Outstanding Companies poll - Named the Fastest Growing Brand of the Decade in IT Services globally by Brand Finance. TCS' brand value crossed $12.8 billion this year, up 447% over the decade - Ranked #1 for Customer Satisfaction for the sixth consecutive year in Europe's largest independent survey of IT service providers, carried out by Whitelane Research. In the individual market rankings, TCS was placed first in United Kingdom (81%), Germany (77%), Netherlands (80%), Nordics (82%), BeLux (80%) and Switzerland (74%) - Won the Best Risk Management Framework & Systems - IT-ITES sector award presented by ICICI Lombard and CNBC-TV18 at the prestigious India Risk Management Awards - Won the Best Patents Portfolio Award (2013-2018) in the Large (Engineering) Industries category at the CII Industrial Intellectual Property Awards 2018 - Ranked #1 in the DQ Top 20 2018 - Ranked #35 on the Forbes 2000 list of the World's Best Regarded Companies in 2018 - Ranked #1 in Investor Relations, #1 in ESG, and #2 in Best Managed Company in India in FinanceAsia's 2019 Asia's Best Managed Companies survey of portfolio managers and analysts across Asia - Topped the sector in Institutional Investor's 2018 All Asia Executive Team rankings, clinching first place in Best Corporate Governance and second place each in Best Investor Relations Program and Best ESG / SRI Metrics."
+"Individual rankings were: - Rajesh Gopinathan, CEO and Managing Director, ranked Best CEO (First Place) - V Ramakrishnan, CFO, ranked Best CFO (Second Place) - Kedar Shirali, Global Head - Investor Relations ranked Best IR Professional (First Place) - Won 11 Stevies® - 5 Gold Stevies, 2 Silver Stevies and 4 Bronze Stevies - at the 2018 Great Employers Awards for achievements in Talent Acquisition and Development, Leadership Training, and Creative Use of Technology - Awarded the 2018 BEST Award by the Association for Talent Development - Won 6 Stevies® at the 2018 American Business Awards ®: a Gold Stevie® for Mobile Marketing Campaign of the Year, a Silver Stevie® for Corporate Social Responsibility Program of the Year, and 4 Bronze Stevies® for Company of the Year, New Product or Service of the Year for Human Capital Management, Human Resources Department of the Year, and Human Resources Team of the Year for Talent Engagement - Won the Businessworld HR Excellence award for Excellence in Diversity and Inclusion # Sustainability - Won Company of the Year Award from the Canada-India Business Council for achievements in business growth and impressive corporate social responsibility initiatives - Won the Hr NETWORK Scotland National Award 2018 for the IT Futures program in UK - Won Gold in the EcoVadis CSR Assessment for the fifth year in a row - Recognized among Sustainability Leaders in the Dow Jones Sustainability World Index - Won the Social Responsibility Award at the North American Employee Engagement Awards for the third year in a row - Named America's Most Community-Minded Information Technology Company in the 2018 Civic 50 by Points of Light # Partner - Won the 2018 Pega Partner Excellence Award - Won the Business Excellence - Market Development award at the 2018 Cloudera Partner Impact Awards; additionally, named the North EMEA Partner of the Year - Named HPE Global Hybrid IT Solutions Partner of the Year - Won the Salesforce Partner Innovation Award during Dreamforce 2018 - Recognized as Adobe System Integrator Partner of the Year 2018 for India region - Won the 'Valued Partner' award from ASML - Named an Azure Expert Managed Service Provider by Microsoft # Independent Auditors' Report # To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the accompanying consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") and its subsidiaries listed in Annexure I (Holding Company and its subsidiaries together referred to as ""the Group""), which comprise the consolidated balance sheet as at 31 March 2019, and the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ""the consolidated financial statements""). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ('the Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2019, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI'), and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Act. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period."
+"These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. # Description of Key Audit Matters # The key audit matters Revenue recognition - Fixed price development contracts The Group inter alia engages in Fixed-price development contracts, where, revenue is recognized using the percentage of completion computed as per the input method based on management's estimate of contract costs (Refer Note 2(f) to the consolidated financial statements). We identified revenue recognition of fixed price development contracts as a KAM considering - - There is an inherent risk around the accuracy of revenues given the customised and complex nature of these contracts and significant involvement of IT systems; # How the matter was addressed in our audit Our audit procedures on revenue recognized from fixed price development contracts included: - Obtaining an understanding of the systems, processes and controls implemented by management for recording and calculating revenue and the associated contract assets, unearned and deferred revenue balances. - Involving Information technology ('IT') specialists to assess the design and operating effectiveness of key IT controls over: 106 I Consolidated Financial Statements # The key audit matters - Application of revenue recognition accounting standard is complex and involves a number of key judgments and estimates including estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; - These contracts may involve onerous obligations on the Company that require critical estimates to be made by management; and - At year-end a significant amount of work in progress (Contract assets and liabilities) related to these contracts is recognised on the balance sheet. # Adoption of Ind AS 115 - Revenue from Contracts with Customers As described in Note 2(f) to the consolidated financial statements, the Group has adopted Ind AS 115, Revenue from Contracts with Customers ('Ind AS 115') which is the new revenue accounting standard. The application and transition to this accounting standard is complex and is an area of focus in the audit. The revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of identified performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. The Group adopted Ind AS 115 and applied the available exemption provided therein, to not restate the comparative periods. # How the matter was addressed in our audit - Testing the IT controls over the completeness and accuracy of cost and revenue reports generated by the system; and - Testing the access and application controls pertaining to allocation of resources and budgeting systems which prevents the unauthorized changes to recording of costs incurred and controls relating to the estimation of contract costs required to complete the project. On selected samples of contracts, we tested that the revenue recognized is in accordance with the accounting standard by- - Evaluating the identification of performance obligation; - Testing management's calculation of the estimation of contract cost and onerous obligation, if any. We: Our audit procedures on adoption of Ind AS 115, Revenue from contracts with Customers ('Ind AS 115'), which is the new revenue accounting standard, include - - Evaluated the design and implementation of the processes and internal controls relating to implementation of the new revenue accounting standard; - Evaluated the detailed analysis performed by management on revenue streams by selecting samples for the existing contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams; - Evaluated the changes made to IT systems to reflect the changes required in revenue recognition as per the new accounting standard; - Evaluated the cumulative effect adjustments as at 1 April 2018 for compliance with the new revenue standard; and - Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness and mathematical accuracy of the relevant disclosures."
+"Consolidated Financial Statements I 107 # Annual Report 2018-19 # The key audit matters # Evaluation of uncertain tax positions The Group operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing and indirect tax matters. These involve significant management judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the consolidated financial statements. Refer Notes 2(k) and 33 to the consolidated financial statements. # How the matter was addressed in our audit Our audit procedures include the following substantive procedures: - Obtained understanding of key uncertain tax positions; and - We along with our internal tax experts - # Other Information The Holding Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual Report, but does not include the financial statements and our auditors' report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. # Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements The Holding Company's management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Board of Directors of the entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid. In preparing the consolidated financial statements, the respective management and Board of Directors of the entities included in the Group are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the entities included in the Group is responsible for overseeing the financial reporting process of each entity. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements."
+"108 I Consolidated Financial Statements As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. File: AR_TCS_2018_2019.md - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the entity has adequate internal financial controls system in place and the operating effectiveness of such controls. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. - Conclude on the appropriateness of management's use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group (Holding company and subsidiaries) to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements A. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that: - a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. - b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books."
+"- c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. Consolidated Financial Statements I 109 # Annual Report 2018-19 d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors of the Holding Company and its subsidiaries which are incorporated in India, as on 31 March 2019 and taken on record by the Board of Directors of respective companies, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate report in Annexure A. # B. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: 1. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2019 on the consolidated financial position of the Group. Refer Note 33 to the consolidated financial statements. 2. Provision has been made in the consolidated financial statements, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Notes 20 and 21 to the consolidated financial statements in respect of such items as it relates to the Group. 3. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India during the year ended 31 March 2019. 4. The disclosures in the consolidated financial statements regarding holdings as well as dealing in specified banks notes during the period from 8 November 2016 to 30 November 2016 have not been made in the financial statements since they do not pertain to the financial year ended 31 March 2019. # C. With respect to the matter to be included in the Auditors' report under Section 197(16): In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Holding Company and its subsidiaries which are incorporated in India is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiaries which are incorporated in India, is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 12 April 2019 Membership No: 049265 # 110 I Consolidated Financial Statements # Annexure I: List of entities consolidated as at 31 March 2019 |1|APTOnline Limited|32| |---|---|---| |2|C-Edge Technologies Limited|33| |3|CMC Americas, Inc.|34| |4|Diligenta Limited|35| |5|MahaOnline Limited|36| |6|MP Online Limited|37| |7|Tata America International Corporation|38| |8|Tata Consultancy Services (Africa) (PTY) Ltd.|39| |9|Tata Consultancy Services Asia Pacific Pte Ltd.|40| |10|Tata Consultancy Services Belgium|41| | |(Formerly Tata Consultancy Services Belgium S.A.)| | |11|Tata Consultancy Services Canada Inc.|42| |12|Tata Consultancy Services Deutschland GmbH|43| |13|Tata Consultancy Services Netherlands BV|44| |14|Tata Consultancy Services Qatar S.S.C.|45| |15|Tata Consultancy Services Sverige AB|46| |16|TCS e-Serve International Limited|47| |17|TCS FNS Pty Limited|48| |18|TCS Foundation|49| |19|TCS Iberoamerica SA|50| |20|PT Tata Consultancy Services Indonesia|51| |21|Tata Consultancy Services (China) Co., Ltd.|52| |22|Tata Consultancy Services (Philippines) Inc.|53| |23|Tata Consultancy Services (Thailand) Limited| | |24|Tata Consultancy Services Japan, Ltd.| | |25|Tata Consultancy Services Malaysia Sdn Bhd| | |26|TCS Italia s.r.l.| | |27|Tata Consultancy Services (South Africa) (PTY) Ltd.| | |28|TCS e-Serve America, Inc.| | |29|Tata Consultancy Services Chile S.A.| | |30|TATASOLUTION CENTER S.A.| | |31|Technology Outsourcing S.A.C.| | | |Tata Consultancy Services (Portugal) Unipessoal, Limitada| | | |TCS Financial Solutions Australia Pty Limited| | | |TCS Financial Solutions Beijing Co., Ltd.| | | |TCS Financial Solutions Australia Holdings Pty Limited| | | |MGDC S.C.| | | |Tata Consultancy Services Argentina S.A.| | | |Tata Consultancy Services De Mexico S.A., De C.V.| | | |Tata Consultancy Services Do Brasil Ltda| | | |TCS Inversiones Chile Limitada| | | |Tata Consultancy Services France SA| | | |(Formerly known as Alti SA)| | | |TCS Uruguay S.A.| | | |TCS Solution Center S.A.| | | |Tata Consultancy Services Danmark ApS| | | |Tata Consultancy Services De Espana S.A.| | | |Tata Consultancy Services Luxembourg S.A.| | | |Tata Consultancy Services Osterreich GmbH| | | |Tata Consultancy Services Saudi Arabia| | | |Tata Consultancy Services Switzerland Ltd.| | | |Tata Sons & Consultancy Services Employees' Welfare Trust| | | |TCS e-Serve Limited - Employees' Welfare Trust| | | |TCS e-Serve International Limited - Employees' Welfare Benefit Trust| | | |W12 Studios Limited| | # Annual Report 2018-19 # Annexure A to the Independent Auditor's Report (Referred to in paragraph A(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (""the Act"") In conjunction with our audit of the consolidated financial statements of Tata Consultancy Services Limited (""the Holding Company"") as of 31 March 2019, we have audited the internal financial controls with reference to the financial statements of the Holding Company and its subsidiaries, which are incorporated in India as of that date. # Management's Responsibility for Internal Financial Controls The respective Board of Directors of the Holding company and its subsidiaries which are incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Holding company and its subsidiaries, which are incorporated in India, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (""the Guidance Note"") issued by the Institute of Chartered Accountants of India (""ICAI""). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective entity's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditor's Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Holding Company and its subsidiaries which are incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI."
+"Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial control system with reference to financial statements of the Holding Company and its subsidiaries which are incorporated in India. # Meaning of Internal Financial Controls with reference to Financial Statements A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; 112 I Consolidated Financial Statements and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls with reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. # Opinion In our opinion, the Holding Company and its subsidiaries which are incorporated in India, have, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2019, based on the internal control with reference to financial statements criteria established by the Holding Company and its subsidiaries which are incorporated in India, considering the essential components of internal control stated in the Guidance Note issued by the ICAI. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 12 April 2019 Membership No: 049265 # Consolidated Financial Statements I 113 # Annual Report 2018-19 # Consolidated Balance Sheet |Note|As at March 31, 2019|As at March 31, 2018| | |---|---|---|---| |ASSETS| | | | |Non-current assets| | | | |(a) Property, plant and equipment| |10,411|10,216| |(b) Capital work-in-progress| |963|1,278| |(c) Goodwill| |1,700|1,745| |(d) Other intangible assets| |179|12| |(e) Financial assets| | | | |(i) Investments| |239|301| |(ii) Trade receivables| |95|94| |(iii) Unbilled receivables (Previous year: Unbilled revenue)| |391|227| |(iv) Loans receivables| |60|1,975| |(v) Other financial assets| |738|691| |(f) Income tax assets (net)| |4,017|4,131| |(g) Deferred tax assets (net)| |2,656|3,449| |(h) Other assets| |1,363|953| |Total non-current assets| |22,812|25,072| |Current assets| | | | |(a) Inventories| |10|26| |(b) Financial assets| | | | |(i) Investments| |29,091|35,707| |(ii) Trade receivables| |27,346|24,943| |(iii) Unbilled receivables (Previous year: Unbilled revenue)| |5,157|6,686| |(iv) Cash and cash equivalents| |7,224|4,883| |(v) Other balances with banks| |5,624|2,278| |(vi) Other financial assets| | | | |(vii) Loans receivables| |8,029|1,769| |(c) Income tax assets (net)| |1,853|37| |(d) Other assets| |6,028|2,584| |Total current assets| |92,131|81,224| |TOTAL ASSETS| |114,943|106,296| |EQUITY AND LIABILITIES| | | | |Equity| | | | |(a) Share capital| |375|191| |(b) Other equity| |89,071|84,937| |Equity attributable to shareholders of the Company| |89,446|85,128| |Non-controlling interests| |453|402| |Total equity| |89,899|85,530| |Liabilities| | | | |Non-current liabilities| | | | |(a) Financial liabilities| | | | |(i) Borrowings| |44|54| |(ii) Other financial liabilities| |287|503| |(b) Unearned and deferred revenue| |844|503| |(c) Employee benefit obligations| |330|290| |(d) Provisions| |-|26| |(e) Deferred tax liabilities (net)| |1,042|1,170| |(f) Other liabilities| |413|392| |Total non-current liabilities| |2,960|2,938| |Current liabilities| | | | |(a) Financial liabilities| | | | |(i) Borrowings| |-|181| |(ii) Trade payables| |6,292|5,094| |(iii) Other financial liabilities| |4,903|3,913| |(b) Unearned and deferred revenue| |2,392|2,032| |(c) Income tax liabilities(net)| |2,667|1,421| |(d) Employee benefit obligations| |2,356|2,018| |(e) Provisions| |239|240| |(f) Other liabilities| |3,235|2,929| |Total current liabilities| |22,084|17,828| |TOTAL EQUITY AND LIABILITIES| |114,943|106,296| NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-37 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran V Ramakrishnan O P Bhatt Hanne Birgitte Breinbjerg Sorensen Chartered Accountants Chairman CFO Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan Aman Mehta Aarthi Subramanian Dr Pradeep Kumar Khosla Partner CEO and Managing Director Director Director Director Membership No: 049265 N Ganapathy Subramaniam Dr Ron Sommer Keki M Mistry Daniel Hughes Callahan COO and Executive Director Director Director Director Rajendra Moholkar Mumbai, April 12, 2019 Company Secretary 114 I Consolidated Financial Statements # Consolidated Statement of Profit and Loss |(` crore)|Note|Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---|---| |I. Revenue|23|146,463|123,104| |II. Other income|24|4,311|3,642| |III. TOTAL INCOME| |150,774|126,746| |IV. Expenses| | | | |(a) Employee benefit expenses|25|78,246|66,396| |(b) Cost of equipment and software licences|26|2,270|2,700| |(c) Depreciation and amortisation expense| |2,056|2,014| |(d) Other expenses|27|26,441|21,492| |(e) Finance costs| |198|52| |TOTAL EXPENSES| |109,211|92,654| |V. PROFIT BEFORE TAX| |41,563|34,092| |VI. Tax expense| | | | |(a) Current tax|11|9,502|8,265| |(b) Deferred tax|11|499|(53)| |TOTAL TAX EXPENSE| |10,001|8,212| |VII. PROFIT FOR THE YEAR| |31,562|25,880| |VIII. OTHER COMPREHENSIVE INCOME (OCI)| | | | |(A) (i) Items that will not be reclassified subsequently to profit or loss| | | | |(a) Remeasurement of defined employee benefit plans| |(51)|106| |(b) Net change in fair values of investments in equity shares carried at fair value through OCI| |(1)|(84)| |(ii) Income tax on items that will not be reclassified subsequently to profit or loss|11|(5)| | |(B) (i) Items that will be reclassified subsequently to profit or loss| | | | |(a) Net change in fair values of investments other than equity shares carried at fair value through OCI| |425|(821)| |(b) Net change in intrinsic value of derivatives designated as cash flow hedges| |153|(122)| |(c) Net change in time value of derivatives designated as cash flow hedges| |44|(59)| |(d) Exchange differences on translation of financial statements of foreign operations| |(86)|552| |(ii) Income tax on items that will be reclassified subsequently to profit or loss| |(171)|305| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)| |324|(128)| |IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |31,886|25,752| |Profit for the year attributable to:| | | | |Shareholders of the Company| |31,472|25,826| |Non-controlling interests| |90|54| | | |31,562|25,880| |Total comprehensive income for the year attributable to:| | | | |Shareholders of the Company| |31,787|25,682| |Non-controlling interests| |99|70| | | |31,886|25,752| |X. Earnings per equity share:- Basic and diluted (`)|31|83.05|67.10| |Weighted average number of equity shares| |378,97,49,350|384,91,85,612| |XI."
+"NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS| |1-37| | As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran V Ramakrishnan O P Bhatt Hanne Birgitte Breinbjerg Sorensen Chartered Accountants Chairman CFO Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan Aman Mehta Aarthi Subramanian Dr Pradeep Kumar Khosla Partner CEO and Managing Director Director Director Director Membership No: 049265 N Ganapathy Subramaniam Dr Ron Sommer Keki M Mistry Daniel Hughes Callahan COO and Executive Director Director Director Director Rajendra Moholkar Mumbai, April 12, 2019 Company Secretary Consolidated Financial Statements I 115 # Consolidated Statement of Changes in Equity # Annual Report 2018-19 # A. EQUITY SHARE CAPITAL (` crore) |Balance as at April 1, 2017|Changes in equity share capital during the year*|Balance as at March 31, 2018| |---|---|---| |197|(6)|191| |Balance as at April 1, 2018|Changes in equity share capital during the year*|Balance as at March 31, 2019| |191|184|375| *Refer note 17. # B. OTHER EQUITY (` crore) |Reserves and surplus|Items of other comprehensive income|Equity|Total attributable to equity shareholders|Non-controlling interests| | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Capital|Securities premium|General reserve|Special reserve|Retained earnings|Statutory reserve|Investment revaluation reserve|Cash flow hedging reserve|Foreign currency translation reserve|Intrinsic value|Time Company reserve| | | | | |Balance as at April 1, 2017|75|1,919|523|10,549|97|71,071|218|538|105|(17)|939|86,017|366|86,383| |Profit for the year|-|-|-|-|-|25,826|-|-|-|-|25,826|54|25,880| | |Other comprehensive income / (losses)|-|-|-|-|-|102|-(622)|(107)|(52)|535|(144)|16|(128)| | |Total comprehensive income / (losses)|-|-|-|-|-|25,928|-(622)|(107)|(52)|535|25,682|70|25,752| | |Dividend (including tax on dividend of ` 1,444 crore)|-|-|-|-|-|(10,726)|-|-|-|-|(10,726)|(34)|(10,760)| | |Buy-back of equity shares*|-|(1,919)|6|(9,118)|-|(4,963)|-|-|-|-|(15,994)|-|(15,994)| | |Expenses for buy-back of equity shares*|-|-|-|-|-|(42)|-|-|-|-|(42)|-|(42)| | |Transfer to Special Economic Zone re-investment reserve|-|-|-|1,579|(1,579)|-|-|-|-|-|-|-|-| | |Transfer from Special Economic Zone re-investment reserve|-|-|-|(98)|98|-|-|-|-|-|-|-|-| | |Transfer to reserves|-|-|(8)|-|(32)|40|-|-|-|-|-|-|-| | |Balance as at March 31, 2018|75|-|529|1,423|1,578|79,755|258|(84)|(2)|(69)|1,474|84,937|402|85,339| |Balance as at April 1, 2018|75|-|529|1,423|1,578|79,755|258|(84)|(2)|(69)|1,474|84,937|402|85,339| |Profit for the year|-|-|-|-|-|31,472|-|-|-|-|31,472|90|31,562| | |Other comprehensive income / (losses)|-|-|-|-|-|(41)|275|136|39|(94)|315|9|324| | |Total comprehensive income / (losses)|-|-|-|-|-|31,431|-|275|136|39|(94)|31,787|99|31,886| |Dividend (including tax on dividend of ` 1,342 crore)|-|-|-|-|-|(11,424)|-|-|-|-|(11,424)|(48)|(11,472)| | |Buy-back of equity shares*|-|-|8|-|(16,000)|-|-|-|-|-|(15,992)|-|(15,992)| | |Expenses for buy-back of equity shares*|-|-|-|-|-|(45)|-|-|-|-|(45)|-|(45)| | |Issue of bonus shares*|-|-|(106)|-|(86)|-|-|-|-|-|(192)|-|(192)| | |Realised loss on equity shares carried at fair value through OCI|-|-|-|-|-|(1)|-|1|-|-|-|-|-| | |Transfer to Special Economic Zone re-investment reserve|-|-|-|2,750|(2,750)|-|-|-|-|-|-|-|-| | |Transfer from Special Economic Zone re-investment reserve|-|-|-|(3,334)|3,334|-|-|-|-|-|-|-|-| | |Transfer to reserves|-|-|(1,396)|-|(32)|40|-|-|-|-|-|-|-| | |Balance as at March 31, 2019|75|-|431|27|994|85,520|348|192|134|(30)|1,380|89,071|453|89,524| *Refer note 17. Total equity (primarily retained earnings) includes ` 864 crore and ` 777 crore as at March 31, 2019 and 2018, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Consolidated Statement of Changes in Equity # Nature and purpose of reserves # (a) Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Securities premium Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of section 52 of the Companies Act, 2013. # (c) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (d) General reserve The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # (e) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve has been created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (f) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity / debt instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings / profit and loss when those assets have been disposed off."
+"# (g) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # (h) Foreign currency translation reserve The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian rupees is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. File: AR_TCS_2018_2019.md NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-37 As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Partner Membership No: 049265 Mumbai, April 12, 2019 For and on behalf of the Board N Chandrasekaran Chairman V Ramakrishnan CFO O P Bhatt Director Hanne Birgitte Breinbjerg Sorensen Director Rajesh Gopinathan CEO and Managing Director Aman Mehta Director Aarthi Subramanian Director Dr Pradeep Kumar Khosla Director N Ganapathy Subramaniam COO and Executive Director Dr Ron Sommer Director Keki M Mistry Director Daniel Hughes Callahan Director Rajendra Moholkar Company Secretary Consolidated Financial Statements I 117 # Annual Report 2018-19 # Consolidated Statement of Cash Flows | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |I. CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|31,562|25,880| |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | |Depreciation and amortisation expense|2,056|2,014| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|187|206| |Tax expense|10,001|8,212| |Finance costs|198|52| |Net gain on disposal of property, plant and equipment|(84)|(25)| |Unrealised foreign exchange (gain) / loss|7|(94)| |Dividend income|(18)|(9)| |Interest income|(2,762)|(2,445)| |Net gain on investments|(427)|(906)| |Operating profit before working capital changes|40,720|32,885| |Net change in| | | |Inventories|16|(5)| |Trade receivables|(2,883)|(1,833)| |Unbilled receivables (Previous year: Unbilled revenue)|1,286|(1,441)| |Loans and other financial assets|(499)|388| |Other assets|(3,687)|(459)| |Trade payables|1,496|(346)| |Unearned and deferred revenue|679|1,104| |Other financial liabilities|791|1,003| |Other liabilities and provisions|632|1,380| |Cash generated from operations|38,551|32,676| |Taxes paid (net of refunds)|(9,958)|(7,609)| |Net cash generated from operating activities|28,593|25,067| |II. CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(5,733)|(2,057)| |Inter-corporate deposits placed|(13,724)|(6,915)| |Purchase of investments*|(96,751)|(97,473)| |Payment for purchase of property, plant and equipment|(2,053)|(1,862)| |Payment for purchase of intangible assets|(178)| | |Earmarked deposits placed with banks|16 crore (March 31, 2018: NIL)| | |Purchase of subsidiary, net of cash of `|(296) (50)|(231)| |Proceeds from bank deposits|2,375|431| |Proceeds from inter-corporate deposits|10,797|4,685| |Proceeds from disposal / redemption of investments*|104,133|103,482| |Proceeds from disposal of property, plant and equipment|99|58| |Proceeds from earmarked deposits with banks|340|136| |Dividend received|18|9| |Interest received|2,619|2,623| |Net cash generated from investing activities|1,596|2,886| |III. CASH FLOWS FROM FINANCING ACTIVITIES| | | |Buy-back of equity shares|(16,000)|(16,000)| |Expenses for buy-back of equity shares|(45)|(42)| |Short-term borrowings (net)|(181)|(19)| |Dividend paid (including tax on dividend)|(11,424)|(10,726)| |Dividend paid to non-controlling interests (including tax on dividend)|(48)|(34)| |Repayment of finance lease obligations|(13)|(24)| |Interest paid|(186)|(40)| |Net cash used in financing activities|(27,897)|(26,885)| |Net change in cash and cash equivalents|2,292|1,068| |Cash and cash equivalents at the beginning of the year|4,883|3,597| |Exchange difference on translation of foreign currency cash and cash equivalents|49|218| |Cash and cash equivalents at the end of the year (Refer note 15)|7,224|4,883| |*Purchase of investments include ` 277 crore and ` 709 crore for the years ended March 31, 2019 and 2018, respectively, and proceeds from disposal / redemption of investments include ` 230 crore and ` 1,182 crore for the years ended March 31, 2019 and 2018, respectively, held by TCS Foundation, formed for conducting corporate social responsibility activities of the Group.|*Purchase of investments include ` 277 crore and ` 709 crore for the years ended March 31, 2019 and 2018, respectively, and proceeds from disposal / redemption of investments include ` 230 crore and ` 1,182 crore for the years ended March 31, 2019 and 2018, respectively, held by TCS Foundation, formed for conducting corporate social responsibility activities of the Group.|*Purchase of investments include ` 277 crore and ` 709 crore for the years ended March 31, 2019 and 2018, respectively, and proceeds from disposal / redemption of investments include ` 230 crore and ` 1,182 crore for the years ended March 31, 2019 and 2018, respectively, held by TCS Foundation, formed for conducting corporate social responsibility activities of the Group.| |IV."
+"NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS 1-37| | | As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran V Ramakrishnan O P Bhatt Hanne Birgitte Breinbjerg Sorensen Chartered Accountants Chairman CFO Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan Aman Mehta Aarthi Subramanian Dr Pradeep Kumar Khosla Partner CEO and Managing Director Director Director Director Membership No: 049265 N Ganpathy Subramaniam Dr Ron Sommer Keki M Mistry Daniel Hughes Callahan COO and Executive Director Director Director Director Rajendra Moholkar Mumbai, April 12, 2019 Company Secretary 118 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively together with the employee welfare trusts referred to as ""the Group"") provide IT services, consulting and business solutions that have been partnering with many of the world's largest businesses in their transformation journeys for the last fifty years. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai 400001. As at March 31, 2019, Tata Sons Private Limited (formerly Tata Sons Limited), the holding company owned 72.02% of the Company's equity share capital. The Board of Directors approved the consolidated financial statements for the year ended March 31, 2019 and authorised for issue on April 12, 2019. # 2) Significant accounting policies # (a) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # (b) Basis of preparation The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method. # (c) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. All inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. # (d) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the consolidated statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date."
+"# Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity. # (e) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires the management to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the consolidated financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Key sources of estimation of uncertainty at the date of consolidated financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are in respect of impairment of goodwill, useful lives of property, plant and equipment, valuation of deferred tax assets, and fair value measurements of financial instruments, these are discussed below. Key sources of estimation of uncertainty in respect of revenue recognition, employee benefits and provisions and contingent liabilities have been discussed in their respective policies. # Impairment of goodwill The Group estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used for the CGU's represent the weighted average cost of capital based on the historical market returns of comparable companies. # Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # Valuation of deferred tax assets The Group reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy has been explained under Note 2(k). # Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The policy has been further explained under note 2(l). # (f) Revenue recognition The Group earns revenue primarily from providing IT services, consulting and business solutions. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. # Notes forming part of the Consolidated Financial Statements Effective April 1, 2018, the Group has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind AS 11 Construction Contracts. The Group has adopted Ind AS 115 using the cumulative effect method. The effect of initially applying this standard is recognised at the date of initial application (i.e. April 1, 2018)."
+"The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information in the consolidated statement of profit and loss is not restated - i.e. the comparative information continues to be reported under Ind AS 18 and Ind AS 11. Refer note 2(f) - Significant accounting policies - Revenue recognition in the Annual report of the Company for the year ended March 31, 2018, for revenue recognition policy as per Ind AS 18 and Ind AS 11. The impact of adoption of the standard on the financial statements of the Group is insignificant. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Group is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Group is acting as the principal or as an agent of the customer. The Group recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there is billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Group recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Group disaggregates revenue from contracts with customers by industry verticals, geography and nature of services. # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # Use of significant judgements in revenue recognition * The Group's contracts with customers could include promises to transfer multiple products and services to a customer. The Group assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables."
+"* Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Group allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. * The Group uses judgement to determine an appropriate standalone selling price for a performance obligation. The Group allocates the transaction price to each performance obligation on the basis of the relative stand-alone selling price of each distinct product or service promised in the contract. Where standalone selling price is not observable, the Group uses the expected cost plus margin approach to allocate the transaction price to each distinct performance obligation. * The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. * Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Group uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of the completion of the performance obligation. * Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of the licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. (g) Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. # Leases # Finance lease Assets taken on lease by the Group in its capacity as lessee, where the Group has substantially all the risks and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. # Operating lease Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating lease. Operating lease payments are recognised on a straight line basis over the lease term in the consolidated statement of profit and loss, unless the lease agreement explicitly states that increase is on account of inflation. 122 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # (i) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised into employee benefit expenses, cost of equipment and software licences, depreciation and amortisation and other expenses. Employee benefit expenses includes salaries, incentives and allowances, contributions to provident and other funds and staff welfare expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc."
+"# (j) Foreign currency Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the consolidated statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. # (k) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company, its overseas branches and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes File: AR_TCS_2018_2019.md Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis."
+"Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # (l) Financial instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. # Cash and cash equivalents The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. 124 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue cost. # Hedge accounting The Group designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Group uses hedging instruments that are governed by the policies of the Company and its subsidiaries which are approved by their respective Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company and its subsidiaries. The hedge instruments are designated and documented as hedges at the inception of the contract. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis."
+"If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in other comprehensive income and accumulated under the heading cash flow hedging reserve. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit and loss. # Provisions and contingent liabilities A provision is recognised when the Group has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements. # Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|10 years| |Furniture and fixtures|5 years| Assets held under finance lease are depreciated over the shorter of the lease term and their useful lives. Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. # (o) Goodwill and intangible assets Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. Intangible assets purchased including acquired in business combination, are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets are amortised on a straight line basis over the period of its economic useful life. Intangible assets consist of acquired contract rights, rights under licensing agreement and software licences and customer-related intangibles."
+"Following table summarises the nature of intangibles and their estimated useful lives: |Type of asset|Useful lives| |---|---| |Acquired contract rights|3-12 years| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years| |Customer-related intangibles|3 years| # (p) Impairment # (i) Financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # (ii) Non-financial assets # (a) Tangible and other intangible assets Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows. # Notes forming part of the Consolidated Financial Statements that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # (b) Goodwill CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis of the carrying amount of each asset in the unit. # (q) Employee benefits # (i) Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. # (iii) Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably."
+"# (iv) Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # (r) Inventories Inventories consists of (a) Raw materials, sub-assemblies and components, (b) Work-in-progress, (c) Stores and spare parts and (d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Group includes direct material and labour cost and a proportion of manufacturing overheads. # (s) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented. Consolidated Financial Statements I 127 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 3) Recent Indian Accounting Standards (Ind AS) Ministry of Corporate Affairs (""MCA"") through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified the following new and amendments to Ind AS which the Group has not applied as they are effective from April 1, 2019: - Ind AS 116 - Leases Ind AS 116 will replace the existing leases standard, Ind AS 17 Leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17. The Group will adopt Ind AS 116 effective annual reporting period beginning April 1, 2019. The Group will apply the standard to its leases, retrospectively, with the cumulative effect of initially applying the standard, recognised on the date of initial application (April 1, 2019). Accordingly, the Group will not restate comparative information, instead, the cumulative effect of initially applying this Standard will be recognised as an adjustment to the opening balance of retained earnings as on April 1, 2019. On that date, the Group will recognise a lease liability measured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carrying amount as if the Standard had been applied since the commencement date, but discounted using the lessee's incremental borrowing rate as at April 1, 2019. In accordance with the standard, the Group will elect not to apply the requirements of Ind AS 116 to short-term leases and leases for which the underlying asset is of low value. On transition, the Group will be using the practical expedient provided by the standard and therefore, will not reassess whether a contract, is or contains a lease, at the date of initial application. The Group is in the process of finalising changes to systems and processes to meet the accounting and the reporting requirements of the standard in conjunction with review of lease agreements. The Group will recognise with effect from April 1, 2019 new assets and liabilities for its operating leases of premises and other assets. The nature of expenses related to those leases will change from lease rent in previous periods to (a) amortisation charge for the right-to-use asset, and (b) interest accrued on lease liability. Previously, the Group recognised operating lease expense on a straight-line basis over the term of the lease, and recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognised. As a lessor, sublease shall be classified as an operating lease if the head lease is classified as a short term lease. In all other cases, the sublease shall be classified as a finance lease."
+"On transition, for leases other than short-term leases and leases of low value assets, the Group will recognise a right-of-use asset of ` 5,623 crore and a corresponding lease liability of ` 6,555 crore with the cumulative effect of applying the standard by adjusting retained earnings net of taxes. There will be consequent reclassification in the cash flow categories in the consolidated statement of cash flows. - Ind AS 12 - Income taxes (amendments relating to income tax consequences of dividend and uncertainty over income tax treatments) The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The Group does not expect any impact from this pronouncement. It is relevant to note that the amendment does not amend situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12. The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, to determine whether each tax treatment should be considered separately or whether some can be considered together. The decision should be based on the approach which provides better predictions of the resolution of the uncertainty. # Notes forming part of the Consolidated Financial Statements (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Group does not expect any significant impact of the amendment on its financial statements. # Ind AS 109 - Prepayment Features with Negative Compensation The amendments relate to the existing requirements in Ind AS 109 regarding termination rights in order to allow measurement at amortised cost (or, depending on the business model, at fair value through other comprehensive income) even in the case of negative compensation payments. The Group does not expect this amendment to have any impact on its financial statements. # Ind AS 19 - Plan Amendment, Curtailment or Settlement The amendments clarify that if a plan amendment, curtailment or settlement occurs, it is mandatory that the current service cost and the net interest for the period after the re-measurement are determined using the assumptions used for the re-measurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Group does not expect this amendment to have any significant impact on its financial statements. # Ind AS 23 - Borrowing Costs The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. The Group does not expect any impact from this amendment. # Ind AS 28 - Long-term Interests in Associates and Joint Ventures The amendments clarify that an entity applies Ind AS 109 Financial Instruments, to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture but to which the equity method is not applied. The Group does not currently have any long-term interests in associates and joint ventures. # Ind AS 103 - Business Combinations and Ind AS 111 - Joint Arrangements The amendments to Ind AS 103 relating to re-measurement clarify that when an entity obtains control of a business that is a joint operation, it re-measures previously held interests in that business. The amendments to Ind AS 111 clarify that when an entity obtains joint control of a business that is a joint operation, the entity does not re-measure previously held interests in that business."
+"The Group will apply the pronouncement if and when it obtains control / joint control of a business that is a joint operation. # 4) Acquisitions The Company acquired W12 Studios Limited, an award-winning digital design studio based in London on October 31, 2018. The Company paid ` 66 crore (GBP 7 million) to acquire 100% equity shares of W12 Studios Limited. File: AR_TCS_2018_2019.md # Purchase consideration paid for this acquisition has been allocated as follows: |(` crore)|As at March 31, 2019| |---|---| |Cash and cash equivalents|16| |Net assets acquired, at fair value other than cash and cash equivalents|8| |Intangible assets|28| |Goodwill|14| |66|66| Revenues and net profit of the acquiree included in the consolidated financial statements and proforma revenue and net profit information as at the beginning of April 1, 2018 have not been presented because the amounts are immaterial. Consolidated Financial Statements I 129 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 5) Property, plant and equipment Property, plant and equipment consist of the following: | |Freehold land|Buildings|Leasehold Improvements|Plant and equipment|Computer equipment|Vehicles|Office equipment|Electrical Installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2018|348|7,102|2,257|501|6,786|34|2,221|1,831|1,640|22,720| |Additions|(4)|335|236|56|1,120|7|200|130|150|2,230| |Disposals|-|(13)|(95)|(3)|(194)|(2)|(46)|(30)|(45)|(428)| |Translation exchange difference|1|5|5|(2)|(25)|-|2|4|10|-| |Cost as at March 31, 2019|345|7,429|2,403|552|7,687|39|2,377|1,935|1,755|24,522| |Accumulated depreciation as at April 1, 2018|-|(1,821)|(1,283)|(122)|(5,292)|(28)|(1,720)|(1,004)|(1,234)|(12,504)| |Depreciation for the year|-|(374)|(205)|(54)|(820)|(4)|(245)|(147)|(168)|(2,017)| |Disposals|-|10|94|2|194|1|46|23|43|413| |Translation exchange difference|-|(2)|(2)|2|12|-|(2)|(4)|(7)|(3)| |Accumulated depreciation as at March 31, 2019|-|(2,187)|(1,396)|(172)|(5,906)|(31)|(1,921)|(1,132)|(1,366)|(14,111)| |Net carrying amount as at March 31, 2019|345|5,242|1,007|380|1,781|8|456|803|389|10,411| | |Freehold land|Buildings|Leasehold Improvements|Plant and equipment|Computer equipment|Vehicles|Office equipment|Electrical Installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2017|348|6,708|1,973|395|6,082|32|2,112|1,722|1,519|20,891| |Additions|-|394|344|105|852|3|159|129|150|2,136| |Disposals|-|-|(77)|(1)|(215)|(1)|(56)|(22)|(39)|(411)| |Translation exchange difference|-|-|17|2|67|-|6|2|10|104| |Cost as at March 31, 2018|348|7,102|2,257|501|6,786|34|2,221|1,831|1,640|22,720| |Accumulated depreciation as at April 1, 2017|-|(1,467)|(1,143)|(75)|(4,630)|(24)|(1,518)|(871)|(1,106)|(10,834)| |Depreciation for the year|-|(356)|(202)|(46)|(819)|(5)|(251)|(150)|(148)|(1,977)| |Disposals|-|2|73|1|202|1|54|19|27|379| |Translation exchange difference|-|-|(11)|(2)|(45)|-|(5)|(2)|(7)|(72)| |Accumulated depreciation as at March 31, 2018|-|(1,821)|(1,283)|(122)|(5,292)|(28)|(1,720)|(1,004)|(1,234)|(12,504)| |Net carrying amount as at March 31, 2018|348|5,281|974|379|1,494|6|501|827|406|10,216| # Net carrying amount of property, plant and equipment under finance lease arrangements are as follows: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Leasehold improvements|27|33| |Computer equipment|2|5| |Office equipment|1|1| |Furniture and fixtures|1|1| |Leased assets|31|40| # Notes forming part of the Consolidated Financial Statements # 6) Goodwill Goodwill consist of the following: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Balance at the beginning of the year|1,745|1,597| |Additional amount recognised from business combination during the year|14|-| |Translation exchange difference|(59)|148| |Balance at the end of the year|1,700|1,745| The Group tests goodwill annually for impairment. Goodwill of ` 594 crore and ` 618 crore as at March 31, 2019 and 2018, respectively, has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 10.77%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. The remaining amount of goodwill of ` 1,106 crore and ` 1,127 crore as at March 31, 2019 and 2018, respectively, (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts."
+"# 7) Other intangible assets Intangible assets consist of the following: | |Acquired contract rights|Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---|---| |Cost as at April 1, 2018|369|80|89|538| |Additions|-|178|-|178| |Acquisition through a business combination|-|-|28|28| |Translation exchange difference|3|(2)|(2)|(1)| |Cost as at March 31, 2019|372|256|115|743| |Accumulated amortisation as at April 1, 2018|(369)|(68)|(89)|(526)| |Amortisation for the year|-|(35)|(4)|(39)| |Translation exchange difference|(3)|1|3|1| |Accumulated amortisation as at March 31, 2019|(372)|(102)|(90)|(564)| |Net carrying amount as at March 31, 2019|-|154|25|179| | |Acquired contract rights|Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---|---| |Cost as at April 1, 2017|339|80|81|500| |Translation exchange difference|30|-|8|38| |Cost as at March 31, 2018|369|80|89|538| |Accumulated amortisation as at April 1, 2017|(311)|(61)|(81)|(453)| |Amortisation for the year|(30)|(7)|-|(37)| |Translation exchange difference|(28)|-|(8)|(36)| |Accumulated amortisation as at March 31, 2018|(369)|(68)|(89)|(526)| |Net carrying amount as at March 31, 2018|-|12|-|12| # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements The estimated amortisation for the years subsequent to March 31, 2019 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2020|59| |2021|54| |2022|50| |2023|16| |2024|-| |Thereafter|-| | |179| # 8) Investments Investments consist of the following: # (A) Investments - Non-current | |As at March 31, 2019|As at March 31, 2018| | |---|---|---|---| |(a) Investments carried at fair value through profit or loss|Mutual fund units (unquoted)|-|59| |(b) Investments designated at fair value through OCI|Fully paid equity shares (unquoted)| | | |Mozido LLC|69|65| | |FCM LLC|52|49| | |Taj Air Limited|19|19| | |Philippine Dealing System Holdings Corporation|6|6| | |KOOH Sports Private Limited|-|3| | |Less: Impairment in value of investments|(88)|(84)| | |(c) Investments carried at amortised cost|Government bonds and securities (quoted)|165|168| |Corporate bonds (quoted)|16|16| | | |239|301| | Investments - Non-current includes ` 181 crore and ` 185 crore as at March 31, 2019 and 2018 respectively, pertains to trusts held for specified purposes. # Notes forming part of the Consolidated Financial Statements # (B) Investments - current |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|3,745|9,735| |Mutual fund units (unquoted)|63|-| |(b) Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|23,566|25,217| |Corporate bonds (quoted)|1,206|755| |(c) Investment carried at amortised cost| | | |Certificate of deposits (quoted)|490|-| |Corporate bonds (quoted)|21|-| |Total|29,091|35,707| Investments - current includes ` 121 crore and ` 42 crore as at March 31, 2019 and 2018, respectively, pertaining to trusts and TCS Foundation held for specified purposes. |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Aggregate value of quoted investments|29,209|35,891| |Aggregate value of unquoted investments (net of impairment)|121|117| |Aggregate market value of quoted investments|29,222|35,899| |Aggregate value of impairment of investments|(88)|(84)| |Market value of quoted investments carried at amortised cost| | | |Government bonds and securities|177|176| |Certificate of deposits|491|-| |Corporate bonds|36|16| |In numbers|Currency|Face value per share|Investments|As at March 31, 2019|As at March 31, 2018| |---|---|---|---|---|---| |1,00,00,000|USD|1|Mozido LLC|69|65| |15|USD|5,00,000|FCM LLC|52|49| |1,90,00,000|INR|10|Taj Air Limited|19|19| |5,00,000|PHP|100|Philippine Dealing System Holdings Corporation|6|6| |20,00,000|INR|10|KOOH Sports Private Limited|-|3| |Less: Impairment in value of investments| | | |(88)|(84)| | | | |Total|58|58| # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 9) Loans receivables Loans receivables (unsecured) consist of the following: # (A) Loans receivables - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Considered good|58|1,972| |Inter-corporate deposits|2|3| | |60|1,975| # (B) Loans receivables - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Considered good|7,667|2,825| |Inter-corporate deposits|362|380| |(b) Credit impaired|63|63| |Loans and advances to employees|(63)|(63)| | |8,029|3,205| Inter-corporate deposits placed with financial institutions yield fixed interest rate. Inter-corporate deposits Includes ` 600 crore and ` 619 crore as at March 31, 2019 and 2018, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # 10) Other financial assets Other financial assets consist of the following: # (A) Other financial assets - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Security deposits|737|683| |(b) Earmarked balances with banks|1|1| |(c) Interest receivable|-|3| |(d) Others|-|4| | |738|691| # (B) Other financial assets - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Security deposits|154|217| |(b) Fair value of foreign exchange derivative assets|585|89| |(c) Interest receivable|834|534| |(d) Others|196|35| | |1,769|875| Interest receivable includes ` 46 crore and ` 11 crore as at March 31, 2019 and 2018, respectively, pertaining to trusts and TCS Foundation."
+"134 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 11) Income taxes The income tax expense consists of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Current tax| | | |Current tax expense for current year|10,024|8,493| |Current tax benefit pertaining to prior years|(522)|(228)| |Total Current Tax|9,502|8,265| |Deferred tax| | | |Deferred tax expense / (benefit) for current year|607|(57)| |Deferred tax expense / (benefit) pertaining to prior years|(108)|4| |Total Deferred Tax|499|(53)| |Total income tax expense recognised in current year|10,001|8,212| The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in consolidated statement of profit and loss is as follows: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Profit before taxes|41,563|34,092| |Indian statutory income tax rate|34.94%|34.61%| |Expected income tax expense|14,524|11,799| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,829)|(4,389)| |Income exempt from tax|(151)|(194)| |Undistributed earnings in branches and subsidiaries|605|486| |Tax on income at different rates|674|472| |Tax pertaining to prior years|(630)|(224)| |Others (net)|(192)|262| |Total income tax expense|10,001|8,212| Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011, profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT). # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2019 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Exchange difference|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|43|50|-|2|95| |Provision for employee benefits|395|128|8|-|531| |Cash flow hedges|10|-|(22)|-|(12)| |Receivables, financial assets at amortised cost|301|42|-|(3)|340| |MAT credit entitlement|2,217|(1,047)|-|-|1,170| |Branch profit tax|(400)|101|-|-|(299)| |Undistributed earnings of subsidiaries|(605)|31|-|-|(574)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(2)|-|(149)|2|(149)| |Operating lease liabilities|85|8|-|1|94| |Others|235|188|-|(5)|418| |Total deferred tax assets / (liabilities)|2,279|(499)|(163)|(3)|1,614| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets|212|117|95| |Provision for employee benefits|532|1|531| |Cash flow hedges|(12)|-|(12)| |Receivables, financial assets at amortised cost|339|(1)|340| |MAT credit entitlement|1,170|-|1,170| |Branch profit tax|-|299|(299)| |Undistributed earnings of subsidiaries|-|574|(574)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(149)|-|(149)| |Operating lease liabilities|94|-|94| |Others|470|52|418| |Total deferred tax assets / (liabilities)|2,656|1,042|1,614| # Notes forming part of the Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2018 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Exchange difference|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|(106)|145|-|4|43| |Provision for employee benefits|389|8|(5)|3|395| |Cash flow hedges|(12)|-|22|-|10| |Receivables, financial assets at amortised cost|220|81|-|-|301| |MAT credit entitlement|2,084|133|-|-|2,217| |Branch profit tax|(286)|(114)|-|-|(400)| |Undistributed earnings of subsidiaries|(509)|(96)|-|-|(605)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(285)|-|283|-|(2)| |Operating lease liabilities|90|(5)|-|-|85| |Others|324|(99)|-|10|235| |Total deferred tax assets / (liabilities)|1,909|53|300|17|2,279| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets|175|132|43| |Provision for employee benefits|402|7|395| |Cash flow hedges|10|-|10| |Receivables, financial assets at amortised cost|300|(1)|301| |MAT credit entitlement|2,217|-|2,217| |Branch profit tax|-|400|(400)| |Undistributed earnings of subsidiaries|-|605|(605)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|-|2|(2)| |Operating lease liabilities|85|-|85| |Others|260|25|235| |Total deferred tax assets / (liabilities)|3,449|1,170|2,279| Under the Income-tax Act, 1961, unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership."
+"Consolidated Financial Statements I 137 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements Unrecognised deferred tax assets relate primarily to business losses and tax credit entitlement. These unexpired business losses will expire based on the year of origination as follows: |March 31,|Unabsorbed business losses (` crore)| |---|---| |2020|2| |2021|15| |2022|5| |2023|6| |2024|16| |Thereafter|-| | |44| Under the Income-tax Act, 1961, Tata Consultancy Services Limited is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Accordingly, Tata Consultancy Services Limited has recognised a deferred tax asset of ` 1,170 crore. Deferred tax liability on temporary differences of ` 8,456 crore as at March 31, 2019, associated with investments in subsidiaries, has not been recognised, as it is the intention of Tata Consultancy Services Limited to reinvest the earnings of these subsidiaries for the foreseeable future. The Company and its subsidiaries have ongoing disputes with income tax authorities in India and in some of the jurisdictions where they operate. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. The Company and its subsidiaries have contingent liability of ` 1,504 crore and ` 5,639 crore as at March 31, 2019 and 2018, respectively, in respect of tax demands which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. In respect of tax contingencies of ` 318 crore and ` 318 crore as at March 31, 2019 and 2018, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2016 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2015 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2016 and earlier. # Notes forming part of the Consolidated Financial Statements # 12) Other assets Other assets consist of the following: # (A) Other assets - Non-current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |Considered good| | | | |(a) Contract assets| |190|-| |(b) Prepaid expenses| |351|356| |(c) Prepaid rent| |339|373| |(d) Contract fulfillment costs| |174|95| |(e) Capital advances| |276|106| |(f) Advances to related parties| |3|2| |(g) Others| |30|21| | |Total|1,363|953| Advances to related parties, considered good, comprise: |Voltas Limited|2| |---|---| |Concorde Motors (India) Limited|1| # (B) Other assets - Current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |Considered good| | | | |(a) Contract assets| |3,238|-| |(b) Prepaid expenses| |614|1,083| |(c) Prepaid rent| |50|54| |(d) Contract fulfillment costs| |537|463| |(e) Advance to suppliers| |139|144| |(f) Advance to related parties| |2|3| |(g) Indirect taxes recoverable| |1,170|699| |(h) Other advances| |142|41| |(i) Others| |136|97| |Considered doubtful| | | | |(a) Advance to suppliers| |3|3| |(b) Indirect taxes recoverable| |4|2| |(c) Other advances| |4|3| |Less: Allowance on doubtful assets| |(11)|(8)| | |Total|6,028|2,584| Advance to related parties, considered good comprise: |Tata AIG General Insurance Company Limited|1| |---|---| |The Titan Company Limited|1| Contract fulfillment costs of ` 665 crore and ` 607 crore for the years ended March 31, 2019 and 2018, respectively, have been amortised in the statement of profit and loss. Refer note 23 for changes in contract assets."
+"Consolidated Financial Statements I 139 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 13) Inventories Inventories consist of the following: |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Raw materials, sub-assemblies and components|9|25| |(b) Finished goods and work-in-progress*|-|-| |(c) Goods-in-transit (raw materials)*|-|-| |(d) Stores and spares|1|1| |Total|10|26| *Represents value less than ` 0.50 crore. Inventories are carried at lower of cost and net realisable value. # 14) Trade receivables Trade receivables (unsecured) consist of the following: # (A) Trade receivables - Non-current |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Considered good|569|460| |Less: Allowance for doubtful trade receivables|(474)|(366)| |Total|95|94| # (B) Trade receivables - Current |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Considered good|27,629|25,196| |Less: Allowance for doubtful trade receivables|(340)|(301)| |Total|27,289|24,895| |(b) Credit impaired|263|211| |Less: Allowance for doubtful trade receivables|(206)|(163)| |Total|57|48| |Overall Total|27,346|24,943| Above balances of trade receivables include balances with related parties (Refer note 35). # Notes forming part of the Consolidated Financial Statements # 15) Cash and cash equivalents Cash and cash equivalents consist of the following: | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Balances with banks| |6,463|4,487| |In current accounts| |6,463|4,487| |In deposit accounts| |733|328| |(b) Cheques on hand| |2|3| |(c) Cash on hand*| |19|-| |(d) Remittances in transit| |7|65| | |Total|7,224|4,883| *Represents value less than ` 0.50 crore. Balances with banks in current accounts include ` 5 crore and ` 3 crore as at March 31, 2019 and 2018, respectively, pertaining to trusts held for specified purposes. # 16) Other balances with banks Other balances with banks consist of the following: | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Earmarked balances with banks| |196|222| |(b) Short-term bank deposits| |5,428|2,056| | |Total|5,624|2,278| Earmarked balances with banks significantly includes margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends. # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 17) Share capital The authorised, issued, subscribed and fully paid-up share capital comprises of: |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Authorised| | | |(a) 460,05,00,000 equity shares of ` 1 each|460|460| |(b) 105,02,50,000 preference shares of ` 1 each|105|105| | |565|565| |Issued, Subscribed and Fully paid up| | | |375,23,84,706 equity shares of ` 1 each|375|191| | |375|191| The Board of Directors of the Company at its meeting held on April 19, 2018, approved a proposal to issue bonus shares in the ratio of one equity share of ` 1 each for every one equity share of ` 1 each held by the shareholders of the Company as on the record date, which was approved by the shareholders by means of an ordinary resolution through a postal ballot. The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to ` 86 crore and capital redemption reserve amounting to ` 106 crore. The Board of Directors of the Company at its meeting held on June 15, 2018, approved a proposal to buyback of upto 7,61,90,476 equity shares of the Company for an aggregate amount not exceeding ` 16,000 crore being 1.99% of the total paid up equity share capital at ` 2,100 per equity share, which was approved by the shareholders by means of a special resolution through a postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 7,61,90,476 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on September 26, 2018. Capital redemption reserve was created to the extent of share capital extinguished (` 8 crore). The excess of cost of buy-back of ` 16,045 crore (including ` 45 crore towards transaction costs of buy-back) over par value of shares was offset from retained earnings. In the previous year, the Company bought back 5,61,40,350 equity shares for an aggregate amount of ` 16,000 crore being 2.85% of the total paid up equity share capital at ` 2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017."
+"# (i) Reconciliation of number of shares | |As at March 31, 2019| |As at March 31, 2018| | |---|---|---|---|---| |Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | |Equity shares| | | | | |Opening balance|191,42,87,591|191|197,04,27,941|197| |Issued during the year|191,42,87,591|192|-|-| |Shares extinguished on buy-back|(7,61,90,476)|(8)|(5,61,40,350)|(6)| |Closing balance|375,23,84,706|375|191,42,87,591|191| 142 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # (ii) Rights, preferences and restrictions attached to shares # Equity shares The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # (iii) Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2019|As at March 31, 2018| | |---|---|---|---| |Equity shares| | | | |Holding company|270,24,50,947 equity shares (March 31, 2018: 137,61,18,911 equity shares) are held by Tata Sons Private Limited|270|138| |Subsidiaries and Associates of Holding company| | | | |Tata Industries Limited*|7,220 equity shares (March 31, 2018: 3,610 equity shares) are held by|-|-| |Tata AIG Life Insurance Company Limited*|NIL equity share (March 31, 2018: 2,06,000 equity shares) are held by|-|-| |Tata AIA Life Insurance Company Limited*|NIL equity share (March 31, 2018: 7,76,533 equity shares) are held by|-|-| |Tata Investment Corporation Limited*|10,36,269 equity shares (March 31, 2018: 5,27,110 equity shares) are held by|-|-| |Tata Steel Limited*|46,798 equity shares (March 31, 2018: 23,804 equity shares) are held by|-|-| |The Tata Power Company Limited*|766 equity shares (March 31, 2018: 383 equity shares) are held by|-|-| |Total| |270|138| *Equity shares having value less than ` 0.50 crore. # (iv) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2019|As at March 31, 2018| | |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|270,24,50,947|137,61,18,911| |% of shareholding| |72.02%|71.89%| # (v) Equity shares movement during 5 years preceding March 31, 2019 # (a) Bonus issue of equity shares The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to ` 86 crore and capital redemption reserve amounting to ` 106 crore, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. Consolidated Financial Statements I 143 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # (b) Buy-back of equity shares The Company bought back 7,61,90,476 equity shares for an aggregate amount of ` 16,000 crore being 1.99% of the total paid up equity share capital at ` 2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. 5,61,40,350 equity shares of ` 1 each were extinguished on buy-back by the company pursuant to a Letter of Offer made to all eligible shareholders of the company at ` 2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # (c) Equity shares allotted as fully paid-up including equity shares fully paid pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. File: AR_TCS_2018_2019.md 15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. (vi) The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements."
+"# Other equity Other equity consist of the following: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Capital reserve (on consolidation)|75|75| |(b) Securities premium| | | |(i) Opening balance|-|1,919| |(ii) Utilised for buy-back of equity shares*|-|(1,919)| | |-|-| |(c) Capital redemption reserve| | | |(i) Opening balance|529|523| |(ii) Transfer from retained earnings*|8|6| |(iii) Issue of bonus shares*|(106)|-| | |431|529| |(d) General reserve| | | |(i) Opening balance|1,423|10,549| |(ii) Transfer to retained earnings|(1,396)|(8)| |(iii) Utilised for buy-back of equity shares*|-|(9,118)| | |27|1,423| |(e) Special Economic Zone re-investment reserve| | | |(i) Opening balance|1,578|97| |(ii) Transfer from retained earnings|2,750|1,579| |(iii) Transfer to retained earnings|(3,334)|(98)| | |994|1,578| 144 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(f) Retained earnings| | | |(i) Opening balance|79,755|71,071| |(ii) Profit for the year|31,472|25,826| |(iii) Remeasurement of defined employee benefit plans|(41)|102| |(iv) Utilised for buy-back of equity shares*|(15,992)|(4,957)| |(v) Expense relating to buy-back of equity shares*|(45)|(42)| |(vi) Issue of bonus shares*|(86)|-| |(vii) Realised loss on equity shares carried at fair value through OCI|(1)|-| |(viii) Transfer from Special Economic Zone re-investment reserve|3,334|98| |(ix) Transfer from general reserve|1,396|8| | |99,792|92,106| |(x) Less: Appropriations| | | |(a) Dividend on equity shares|10,085|9,284| |(b) Tax on dividend|1,339|1,442| |(c) Transfer to capital redemption reserve*|8|6| |(d) Transfer to Special Economic Zone re-investment reserve|2,750|1,579| |(e) Transfer to statutory reserve|90|40| | |85,520|79,755| |(g) Statutory reserve| | | |(i) Opening balance|258|218| |(ii) Transfer from retained earnings|90|40| | |348|258| |(h) Investment revaluation reserve| | | |(i) Opening balance|(84)|538| |(ii) Net cumulative loss reclassified to retained earning on sale of financial assets carried at fair value|1|-| |(iii) Change during the year (net)|275|(622)| | |192|(84)| |(i) Cash flow hedging reserve (Refer note 30 b)| | | |(i) Opening balance|(71)|88| |(ii) Change during the year (net)|175|(159)| | |104|(71)| |(j) Foreign currency translation reserve| | | |(i) Opening balance|1,474|939| |(ii) Change during the year (net)|(94)|535| | |1,380|1,474| | |89,071|84,937| *Refer note 17. Consolidated Financial Statements I 145 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # Other components of equity Other components of equity consist of the following: # Investment revaluation reserve |(` crore)|Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Balance at the beginning of the year|(84)|538| |Net loss arising on revaluation of financial assets carried at fair value|(1)|(84)| |Net cumulative loss reclassified to retained earnings on sale of financial assets carried at fair value|1|-| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|425|(625)| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(149)|216| |Net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|(196)| |Deferred tax relating to net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|67| |Balance at the end of the year|192|(84)| # Borrowings Borrowings consist of the following: # (A) Borrowings - Non-current (secured loans) |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Long-term maturities of finance lease obligations|44|54| Finance lease obligations are secured against property, plant and equipment obtained under finance lease arrangements (Refer note 29). # (B) Borrowings - Current (unsecured loans) |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Overdraft from banks|-|181| # Notes forming part of the Consolidated Financial Statements # 20) Other financial liabilities Other financial liabilities consist of the following: # (A) Other financial liabilities - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Capital creditors|3|18| |(b) Others|284|485| | |287|503| Others include advance taxes paid of ` 226 crore and ` 227 crore as at March 31, 2019 and 2018, respectively, by the seller of TCS e-Serve Limited which (merged with the Company), on refund by the tax authorities, is payable to the seller. # (B) Other financial liabilities - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Accrued payroll|3,203|2,637| |(b) Current maturities of finance lease obligations|18|12| |(c) Unclaimed dividends|41|28| |(d) Fair value of foreign exchange derivative liabilities|60|91| |(e) Capital creditors|303|262| |(f) Liabilities towards customer contracts|895|776| |(g) Others|383|107| | |4,903|3,913| Finance lease obligations are secured against property, plant and equipment obtained under finance lease arrangements (Refer note 29)."
+"# 21) Provisions Provisions consist of the following: # (A) Provisions - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Provision for foreseeable loss|-|26| | |-|26| # (B) Provisions - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Provision for foreseeable loss|184|199| |(b) Other provisions|55|41| | |239|240| Consolidated Financial Statements I 147 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 22) Other liabilities Other liabilities consist of the following: # (A) Other liabilities - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Operating lease liabilities|413|392| | |413|392| # (B) Other liabilities - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Advance received from customers|575|796| |(b) Indirect taxes payable and other statutory liabilities|2,526|1,986| |(c) Operating lease liabilities|60|99| |(d) Others|74|48| | |3,235|2,929| # 23) Revenue Revenue consists of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Consultancy services|143,935|120,128| |Sale of equipment and software licences|2,528|2,976| | |146,463|123,104| Revenue disaggregation as per industry vertical and geography has been included in segment information (Refer note 32). While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Group has applied the practical expedient in Ind AS 115. Accordingly, the Group has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is ` 82,489 crore out of which 54.48% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. 148 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Changes in contract assets are as follows: | |(` crore)| |---|---| |Year ended|March 31, 2019| |Balance at the beginning of the year|2,882| |Revenue recognised during the year|11,404| |Invoices raised during the year|(10,893)| |Translation exchange difference|35| |Balance at the end of the year|3,428| # Changes in unearned and deferred revenue are as follows: | |(` crore)| |---|---| |Year ended|March 31, 2019| |Balance at the beginning of the year|2,535| |Revenue recognised that was included in the unearned and deferred revenue balance at the beginning of the year|(2,376)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|2,996| |Translation exchange difference|81| |Balance at the end of the year|3,236| # Reconciliation of revenue recognised with the contracted price is as follows: | |(` crore)| |---|---| |Year ended|March 31, 2019| |Contracted price|148,649| |Reductions towards variable consideration components|(2,186)| |Revenue recognised|146,463| The reduction towards variable consideration comprises of volume discounts, service level credits, etc."
+"# Other income (net) Other income (net) consists of the following: | |(` crore)|Year ended|March 31, 2019|Year ended|March 31, 2018| |---|---|---|---|---|---| |(a) Interest income|2,762|(b) Dividend income|18| | | |(c) Net gain on investments carried at fair value through profit or loss|427|(d) Net gain on sale of investments carried at amortised cost|-| | | |(e) Net gain on sale of investments other than equity shares carried at fair value through OCI|-|(f) Net gain on disposal of property, plant and equipment|84| | | |(g) Net foreign exchange gains|967|(h) Rent income|6| | | |(i) Other income|47| | | | | | |4,311| |3,642| | | # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Interest income comprise| | | |Interest on bank balances and bank deposits|188|62| |Interest income on financial assets carried at amortised cost|576|245| |Interest income on financial assets carried at fair value through OCI|1,838|1,727| |Other interest (including interest on income tax refunds)|160|411| |Dividend income comprises| | | |Dividend from mutual fund units|18|9| # 25) Employee benefits Employee benefit expenses consist of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |(a) Salaries, incentives and allowances|70,642|59,950| |(b) Contributions to provident and other funds|5,308|4,505| |(c) Staff welfare expenses|2,296|1,941| |Total|78,246|66,396| Employee benefit obligations consist of the following: # (A) Employee benefit obligations - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Gratuity liability|11|3| |(b) Foreign defined benefit plans|232|213| |(c) Other employee benefit obligations|87|74| |Total|330|290| # (B) Employee benefit obligations - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Compensated absences|2,330|1,995| |(b) Other employee benefit obligations|26|23| |Total|2,356|2,018| # Notes forming part of the Consolidated Financial Statements # Employee benefits plans # Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India operate a scheme of Gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |Change in benefit obligations| | |Year ended March 31, 2019| | | |Year ended March 31, 2018| | | | |---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Benefit obligations, beginning of the year|2,308|3|626|103|3,040|2,084|4|537|81|2,706| |Translation exchange difference|-|-|(5)|1|(4)|-|-|59|5|64| |Plan participants' contribution|-|-|9|-|9|-|-|7|-|7| |Service cost|289|1|14|19|323|273|1|12|19|305| |Interest cost|190|-|9|4|203|159|-|9|3|171| |Remeasurement of the net defined benefit liability|39|-|25|(2)|62|(86)|(2)|(12)|(3)|(103)| |Past service cost / (credit)|-|-|(35)|1|(34)|-|-|33|2|35| |Benefits paid|(147)|-|(14)|(6)|(167)|(122)|-|(19)|(4)|(145)| |Benefit obligations, end of the year|2,679|4|629|120|3,432|2,308|3|626|103|3,040| |Change in plan assets| | |Year ended March 31, 2019| | | |Year ended March 31, 2018| | | | |---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Fair value of plan assets, beginning of the year|2,433|-|529|-|2,962|2,157|-|461|-|2,618| |Translation exchange difference|-|-|(3)|-|(3)|-|-|52|-|52| |Interest income|193|-|7|-|200|165|-|10|-|175| |Employers' contributions|171|-|15|-|186|233|-|15|-|248| |Plan participants' contribution|-|-|9|-|9|-|-|7|-|7| |Benefits paid|(147)|-|(14)|-|(161)|(122)|-|(19)|-|(141)| |Remeasurement - return on plan assets excluding amount included in interest income|22|-|(11)|-|11|-|-|3|-|3| |Fair value of plan assets, end of the year|2,672|-|532|-|3,204|2,433|-|529|-|2,962| # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements | | | |As at March 31, 2019| | | |As at March 31, 2018| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Funded status|(7)|(4)|(112)|(120)|(243)|-|(3)|(110)|(103)|(216)| | |Surplus of plan assets over obligations|-|-|15|-|15|125|-|13|-|138| | | |(7)|(4)|(97)|(120)|(228)|125|(3)|(97)|(103)|(78)| | # Category of assets | | | |As at March 31, 2019| | | | |As at March 31, 2018| | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Corporate bonds|684|-|101|-|785|560|-|50|-| |610| |Equity shares|20|-|67|-|87|116|-|-|-|116| | |Government bonds and securities|1,150|-|-|-|1,150|996|-|-|-|996| | |Insurer managed funds|760|-|32|-|792|714|-|224|-| |938| |Bank balances|6|-|16|-|22|5|-|1|-|6| | |Others|52|-|316|-|368|42|-|254|-| |296| |Total|2,672|-|532|-|3,204|2,433|-|529|-| |2,962| # Net periodic gratuity / pension cost, included in employee cost consists of the following components: | | | |Year ended March 31, 2019| | | | |Year ended March 31, 2018| | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Service cost|289|1|14|19|323|273|1|12|19| |305| |Net interest on net defined benefit (asset) / liability|(3)|-|2|4|3|(6)|-|(1)|3| |(4)| |Past service cost / (credit)|-|-|(35)|1|(34)|-|-|33| |2|35| |Net periodic gratuity / pension cost|286|1|(19)|24|292|267|1|44|24| |336| |Actual return on plan assets|215|-|(4)|-|211|165|-|13|-| |178| 152 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Remeasurement of the net defined benefit (asset) / liability: |(` crore)| | | | |Year ended March 31, 2019| | | |---|---|---|---|---|---|---|---| | | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | | |Funded|Unfunded|Funded|Unfunded| | | |Actuarial (gains) and losses arising from changes in demographic assumptions| |(17)| |-|9|(3)|(11)| |Actuarial (gains) and losses arising from changes in financial assumptions| | |-|-|(15)|2|(13)| |Actuarial (gains) and losses arising from changes in experience adjustments| |56| |-|31|(1)|86| |Remeasurement of the net defined benefit liability| |39| |-|25|(2)|62| |Remeasurement - return on plan assets excluding amount included in interest income| |(22)|-| |11|-|(11)| |Total| |17| |-|36|(2)|51| |(` crore)| | | |Year ended March 31, 2018| | | | |---|---|---|---|---|---|---|---| | | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | | |Funded|Unfunded|Funded|Unfunded| | | |Actuarial (gains) and losses arising from changes in demographic assumptions| |16|-|(6)|1|11| | |Actuarial gains arising from changes in financial assumptions| |(85)|(2)|(14)|(1)|(102)| | |Actuarial (gains) and losses arising from changes in experience adjustments| |(17)|-|8|(3)|(12)| | |Remeasurement of the net defined benefit liability| |(86)|(2)|(12)|(3)|(103)| | |Remeasurement - return on plan assets excluding amount included in interest income| | |-|-|(3)|-|(3)| |Total| |(86)|(2)|(15)|(3)|(106)| | # The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2019|Year ended March 31, 2019|Year ended March 31, 2018|Year ended March 31, 2018| |---|---|---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|7.00%-7.75%|0.75%-9.00%|7.25%-7.75%|0.60%-7.75%| |Rate of increase in compensation levels of covered employees|6.00%-8.00%|1.25%-7.00%|5.00%-8.00%|1.25%-6.00%| |Rate of return on plan assets|7.00%-7.75%|0.75%-9.00%|7.25%-7.75%|0.60%-7.75%| |Weighted average duration of defined benefit obligations|8-11 years|6.25-27 years|8-12 years|5-28 years| The expected benefits are based on the same assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2019. The Group is expected to contribute ` 330 crore to defined benefit plan obligations funds for the year ended March 31, 2020 comprising domestic component of ` 315 crore and foreign component of ` 15 crore. Consolidated Financial Statements I 153 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase."
+"The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Increase of 0.50%|(157)|(143)| |Decrease of 0.50%|175|158| If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Increase of 0.50%|120|96| |Decrease of 0.50%|(113)|(90)| The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumption may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. The defined benefit obligations shall mature after year ended March 31, 2019 as follows: |Year ending March 31|Defined benefit obligations| |---|---| |2020|262| |2021|231| |2022|242| |2023|244| |2024|242| |2025-2029|1,274| # Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit or loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance # Notes forming part of the Consolidated Financial Statements Issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of the company's contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised as an expense in profit and loss under employee benefit expenses. # The details of fund and plan assets are given below: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Fair value of plan assets|14,555|13,084| |Present value of defined benefit obligations|(14,555)|(13,084)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. # The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Discount rate|7.75%|7.75%| |Average remaining tenure of investment portfolio|8.38 years|7.95 years| |Guaranteed rate of return|8.65%|8.55%| The Group contributed ` 917 crore and ` 848 crore for the years ended March 31, 2019 and 2018, respectively, to the provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred. The Group has no further obligation beyond its monthly contribution."
+"The Group contributed ` 324 crore and ` 264 crore for the years ended March 31, 2019 and 2018, respectively, to the Employees' Superannuation Fund. # Foreign defined contribution plans The Group contributed ` 1,161 crore and ` 927 crore for the years ended March 31, 2019 and 2018, respectively, towards foreign defined contribution plans. # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 26) Cost of equipment and software licences Cost of equipment and software licences include: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |(a) Raw materials, sub-assemblies and components consumed|40|86| |(b) Equipment and software licences purchased|2,230|2,614| | |2,270|2,700| |Finished goods and work-in-progress| | | |Opening stock|-|1| |Less: Closing stock*|-|-| | |-|1| *Represents value less than ` 0.50 crore. # 27) Other expense Other expenses consist of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |(a) Fees to external consultants|11,330|8,992| |(b) Facility expenses|4,262|3,938| |(c) Travel expenses|3,474|2,816| |(d) Communication expenses|1,321|1,062| |(e) Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|187|206| |(f) Other expenses|5,867|4,478| | |26,441|21,492| The Company made a contribution to an electoral trust of ` 220 crore and NIL for the years ended March 31, 2019 and 2018, respectively, which is included in other expenses. # 28) Research and development expenditure Research and development expenditure including capital expenditure aggregating ` 308 crore and ` 298 crore was incurred in the years ended March 31, 2019 and 2018, respectively. # 29) Lease The Group has taken on lease property and equipment under operating lease arrangements. Most of the leases include renewal and escalation clauses. Operating lease rent expenses were ` 2,181 crore and ` 1,998 crore for the years ended March 31, 2019 and 2018, respectively. 156 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements The following is a summary of future minimum lease rental commitments towards non-cancellable operating leases and finance leases: # Operating lease | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Due within one year|863|897| |Due in a period between one year and five years|2,676|3,053| |Due after five years|2,330|1,061| |Total minimum lease commitments|5,869|5,011| # Finance lease | |As at March 31, 2019|Present|As at March 31, 2018|Present| |---|---|---|---|---| |Minimum lease commitments|Due within one year|24|20|12| | |Due in a period between one year and five years|55|62|45| | |Due after five years|-|10|9| |Total minimum lease commitments|79|62|92|66| |Less: Interest|(17)| |(26)| | |Present value of minimum lease commitments|62| |66| | # Receivables under sub-leases | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Due within one year|3|6| |Due in a period between one year and five years|4|7| |Total|7|13| Income from sub-leases of ` 6 crore and ` 16 crore have been recognised in the statement of profit and loss for the years ended March 31, 2019 and 2018, respectively. # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # 30) Financial instruments The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2(l) to the consolidated financial statements. # (a) Financial assets and liabilities The carrying value of financial instruments by categories as at March 31, 2019 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets| | | | |7,224|7,224| |Cash and cash equivalents| | | | |5,428|5,428| |Bank deposits| | | | |197|197| |Earmarked balances with banks|3,808|24,830| | |692|29,330| |Investments| | | | |27,441|27,441| |Trade receivables| | | | |5,548|5,548| |Unbilled receivables| | | | |8,089|8,089| |Loans receivables| | |237|348|1,921|2,506| |Other financial assets|3,808|24,830|237|348|56,540|85,763| | |Financial liabilities| | | |Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables| | | | |6,292|6,292| |Borrowings| | | | |44|44| |Other financial liabilities|218| | |60|4,912|5,190| |Total|218| | |60|11,248|11,526| *Loans receivables include inter-corporate deposits of ` 7,725 crore, with original maturity period within 50 months."
+"158 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # The carrying value of financial instruments by categories as at March 31, 2018 is as follows: File: AR_TCS_2018_2019.md | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|9,794|26,030|-|-|4,883|81,865| |Cash and cash equivalents|-|-|-|-|4,883|4,883| |Bank deposits|-|-|-|-|2,056|2,056| |Earmarked balances with banks|-|-|-|-|223|223| |Investments|9,794|26,030|-|-|184|36,008| |Trade receivables|-|-|-|-|25,037|25,037| |Unbilled revenue|-|-|-|-|6,913|6,913| |Loans receivables|-|-|-|-|5,180|5,180| |Other financial assets|-|-|34|55|1,476|1,565| |Total|9,794|26,030|34|55|45,952|81,865| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities|-|-|-|-|5,094|9,745| |Trade payables|-|-|-|-|5,094|5,094| |Borrowings|-|-|-|-|235|235| |Other financial liabilities|203|-|24|67|4,122|4,416| |Total|203|-|24|67|9,451|9,745| *Loans receivables include inter-corporate deposits of ` 4,797 crore, with original maturity period within 50 months. Carrying amounts of cash and cash equivalents, trade receivables, unbilled receivables (previous year: unbilled revenues, loans receivables and trade payables as at March 31, 2019 and 2018, approximate the fair value. Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the periods presented. Fair value of investments carried at amortised cost is ` 704 crore and ` 192 crore as at March 31, 2019 and 2018, respectively. # Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): # As at March 31, 2019 | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Financial assets|3,745|63|-|3,808| |Mutual fund units|-|-|58|58| |Government bonds and securities|23,743|-|-|23,743| |Certificate of deposits|491|-|-|491| |Corporate bonds|1,243|-|-|1,243| |Derivative financial assets|-|585|-|585| |Total|29,222|648|58|29,928| # Financial liabilities | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|60|-|60| |Other financial liabilities|-|-|218|218| |Total|-|60|218|278| # As at March 31, 2018 | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Financial assets|9,735|59|-|9,794| |Mutual fund units|-|-|58|58| |Government bonds and securities|25,393|-|-|25,393| |Corporate bonds|771|-|-|771| |Derivative financial assets|-|89|-|89| |Total|35,899|148|58|36,105| # Financial liabilities | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|91|-|91| |Other financial liabilities|-|-|203|203| |Total|-|91|203|294| # Reconciliation of Level 3 fair value measurement is as follows: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Balance at the beginning of the year|58|141| |Disposals during the year|(3)|-| |Impairment in value of investments|-|(83)| |Translation exchange difference|3|-| |Balance at the end of the year|58|58| # Notes forming part of the Consolidated Financial Statements # (b) Derivative financial instruments and hedging activity The Group's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Board of Directors have constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Group which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Group uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|As at March 31, 2019|As at March 31, 2019|As at March 31, 2019|As at March 31, 2018|As at March 31, 2018|As at March 31, 2018| |---|---|---| | |No."
+"of contracts|Notional amount of contracts (` crore)|Fair value (` crore)|No. of contracts|Notional amount of contracts (` crore)|Fair value (` crore)| |US Dollar|28|1,000|128|24|1,466|20| |Great Britain Pound|24|177|23|34|263|(23)| |Euro|33|239|50|26|216|1| |Australian Dollar|26|181|22|21|150|12| |Canadian Dollar|21|99|14|-|-|-| The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2019|Year ended March 31, 2019|Year ended March 31, 2018|Year ended March 31, 2018| |---|---|---| | |Intrinsic value (` crore)|Time value (` crore)|Intrinsic value (` crore)|Time value (` crore)| |Balance at the beginning of the year|(2)|(69)|105|(17)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(488)|458|(127)|340| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|94|(25)|15|(38)| |Change in the fair value of effective portion of cash flow hedges|641|(414)|5|(399)| |Deferred tax on fair value of effective portion of cash flow hedges|(111)|20|-|45| |Balance at the end of the year|134|(30)|(2)|(69)| In addition to the above cash flow hedges, the Group has outstanding foreign exchange forward, currency options and futures contracts with notional amount aggregating ` 34,939 crore and ` 22,404 crore whose fair value showed a net gain of ` 288 crore and net loss of ` 12 crore as at March 31, 2019 and 2018, respectively. Although these contracts are effective as hedges from an economic perspective, they do not qualify for hedge accounting. Exchange gain of ` 408 crore and exchange loss of ` 52 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the consolidated statement of profit and loss for the years ended March 31, 2019 and 2018, respectively. Net foreign exchange gains include gain of ` 30 crore and exchange loss of ` 213 crore transferred from cash flow hedging reserve for the years ended March 31, 2019 and 2018, respectively. Consolidated Financial Statements I 161 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements Net gain on derivative instruments of ` 104 crore recognised in cash flow hedging reserve as at March 31, 2019, is expected to be transferred to the statement of profit and loss by March 31, 2020. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2019. Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies. | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |10% Appreciation of the underlying foreign currencies|(64)|(323)| |10% Depreciation of the underlying foreign currencies|1,370|1,054| # (c) Financial risk management The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. # (i) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk. # (i) (a) Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the consolidated statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks."
+"It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 30(b). The following table sets forth information relating to foreign currency exposure as at March 31, 2019: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,519|321|500|1,285| |Net financial liabilities|(82)|-|(10)|(308)| 162 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of Tata Consultancy Services Limited and its subsidiaries would result in decrease / increase in the Group's profit before taxes by approximately ` 423 crore for the year ended March 31, 2019. # Foreign Currency Exposure | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,481|349|266|1,228| |Net financial liabilities|(298)|(1)|(6)|(359)| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of Tata Consultancy Services Limited and its subsidiaries would result in decrease / increase in the Group's profit before taxes by approximately ` 366 crore for the year ended March 31, 2018. # (i) (b) Interest Rate Risk The Group's investments are primarily in fixed rate interest bearing investments. Hence, the Group is not significantly exposed to interest rate risk. # (ii) Credit Risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled receivables, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of ` 7,725 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of ` 4,870 crore held with two Indian banks having high credit rating which are individually in excess of 10% or more of the Group's total bank deposits as at year ended March 31, 2019. None of the other financial instruments of the Group result in material concentration of credit risk. # Exposure to Credit Risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was ` 89,172 crore and ` 81,771 crore as at March 31, 2019 and 2018, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables, unbilled receivables (previous year: unbilled revenue), contract assets and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables, unbilled receivables (previous year: unbilled revenue) and contract assets as at March 31, 2019 and 2018. # Geographic Concentration of Credit Risk | |As at March 31, 2019| |As at March 31, 2018| | |---|---|---|---|---| | |Gross%|Net%|Gross%|Net%| |United States of America|45.95|46.67|41.83|42.49| |India|11.83|10.37|14.29|13.00| |United Kingdom|14.12|14.30|13.46|13.59| Geographical concentration of trade receivables, unbilled receivables (previous year: unbilled revenue) and contract assets is allocated based on the location of the customers. Consolidated Financial Statements I 163 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # (iii) Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due."
+"# Contractual maturities of significant financial liabilities as of: # (` crore) March 31, 2019 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|6,292|-|-|-|6,292| |Borrowings|-|18|37|-|55| |Other financial liabilities|4,843|12|227|48|5,130| | |11,135|30|264|48|11,477| |Derivative financial liabilities|60|-|-|-|60| |Total|11,195|30|264|48|11,537| # (` crore) March 31, 2018 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|5,094|-|-|-|5,094| |Borrowings|181|21|41|10|253| |Other financial liabilities|3,822|233|227|55|4,337| | |9,097|254|268|65|9,684| |Derivative financial liabilities|91|-|-|-|91| |Total|9,188|254|268|65|9,775| # 31) Earnings per share (EPS) | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Profit for the year (` crore)|31,472|25,826| |Weighted average number of equity shares|378,97,49,350|384,91,85,612| |Earnings per share basic and diluted (`)|83.05|67.10| |Face value per equity share (`)|1|1| Pursuant to issue of bonus shares, the weighted average number of equity shares and earnings per share of the previous periods have been accordingly re-stated. # 32) Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. 164 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements The Group has identified business segments ('industry vertical') as reportable segments. The business segments comprise: 1) Banking, Financial Services and Insurance, 2) Manufacturing, 3) Retail and Consumer Business, 4) Communication, Media and Technology and 5) Others such as Energy, Resources and Utilities, Life Science and Healthcare, s-Governance and Products. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment or manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Property, plant and equipment that are used interchangeably among segments are not allocated to reportable segments. # Summarised segment information for the years ended March 31, 2019 and 2018 is as follows: # Year ended March 31, 2019 (` crore) | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Revenue|57,938|15,682|25,164|23,925|23,754|146,463| |Segment result|16,089|4,311|6,871|6,644|5,554|39,469| |Total Unallocable expenses| | | | | |2,217| |Operating income| | | | | |37,252| |Other income (net)| | | | | |4,311| |Profit before taxes| | | | | |41,563| |Tax expense| | | | | |10,001| |Profit for the year| | | | | |31,562| |Depreciation and amortisation expense|35|-|-|-|2|37| |Depreciation and amortisation expense (unallocable)| | | | | |2,019| |Significant non-cash items (allocable)|6|3|27|27|124|187| # As at March 31, 2019 (` crore) | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Segment assets|13,650|4,305|6,982|6,042|7,945|38,924| |Unallocable assets| | | | | |76,019| |Total assets| | | | | |114,943| |Segment liabilities|3,167|262|535|452|1,081|5,497| |Unallocable liabilities| | | | | |19,547| |Total liabilities| | | | | |25,044| # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # Year ended March 31, 2018 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology| |Others|Total| |---|---|---|---|---|---|---|---| |Revenue|48,418|13,361|21,055| |21,131|19,139|123,104| |Segment result|13,045|3,698|5,580| |5,797|4,339|32,459| |Total Unallocable expenses| | | | | | |2,009| | | | | | |Operating income| | | | | | |30,450| | | | | | |Other income (net)| | | | | | |3,642| | | | | | |Profit before taxes| | | | | | |34,092| | | | | | |Tax expense| | | | | | |8,212| | | | | | |Profit for the year| | | | | | |25,880| | | | | | |Depreciation and amortisation expense|55|-|-|-| |2|57| |Depreciation and amortisation expense (unallocable)| | | | | | |1,957| | | | | | |Significant non-cash items (allocable)|51|4|33| |38|80|206| # As at March 31, 2018 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Segment assets|11,700|3,559|6,024|6,033|7,003|34,319| |Unallocable assets| | | | |71,977| | |Total assets| | | | |106,296| | |Segment liabilities|2,661|178|478|428|780|4,525| |Unallocable liabilities| | | | |16,241| | |Total liabilities| | | | |20,766| | # Geographical revenue is allocated based on the location of the customers."
+"# Information regarding geographical revenue is as follows: |Geography|Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Americas (1)|77,562|66,145| |Europe (2)|43,456|34,155| |India|8,393|7,921| |Others|17,052|14,883| |Total|146,463|123,104| # Geographical non-current assets (property, plant and equipment, goodwill, intangible assets, income tax assets and other non-current assets) are allocated based on the location of the assets. # Notes forming part of the Consolidated Financial Statements # Information regarding geographical non-current assets is as follows: |Geography|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Americas (3)|1,531|1,354| |Europe (4)|2,250|1,694| |India|14,313|14,699| |Others|539|588| |Total|18,633|18,335| i. (1) and (3) are substantially related to operations in the United States of America. ii. (2) includes revenue in the United Kingdom of ` 22,862 crore and ` 17,625 crore for the years ended March 31, 2019 and 2018, respectively. iii. (4) includes non-current assets from operations in the United Kingdom of ` 891 crore and ` 568 crore as at March 31, 2019 and 2018, respectively. # Information about major customers No single customer represents 10% or more of the Group's total revenue for the years ended March 31, 2019 and 2018, respectively. # 33) Commitments and contingent liabilities # Capital commitments The Group has contractually committed (net of advances) ` 1,289 crore and ` 783 crore as at March 31, 2019 and 2018, respectively, for purchase of property, plant and equipment. # Contingencies # Direct tax matters Refer note 11. # Indirect tax matters The Company and its subsidiaries have ongoing disputes with Indian tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company and its subsidiaries in India have demands amounting to ` 392 crore and ` 305 crore as at March 31, 2019 and 2018, respectively from various indirect tax authorities which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. # Other claims Claims aggregating ` 3,227 crore and ` 3,000 crore as at March 31, 2019 and 2018, respectively, against the Group have not been acknowledged as debts. In October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's proprietary information. In April 2016, the Company received an unfavourable jury verdict awarding damages totalling ` 6,499 crore (US$940 million) to Epic. In September 2017, the Company received a Court order reducing the damages from ` 6,499 crore (US $ 940 million) to ` 2,904 crore (US $ 420 million) to Epic. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for ` 3,042 crore (US $ 440 million) as financial security in order to stay execution of the judgment pending post-judgment proceedings and appeal. Pursuant to reaffirmation of the court order in March 2019, the Company has filed a notice of appeal in the superior Court to fully set aside the Order. The Company has received legal advice to the effect that the order and the reduced damages awarded are not supported by evidence presented during the trial. Accordingly, an amount of ` 3,042 crore (US $ 440 million) is disclosed as contingent liability which is included in the claims not acknowledged as debts. # Letter of comfort The Company has given letter of comfort to bank for credit facilities availed by its subsidiary Tata America International Corporation. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. # 34) Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interests # Annual Report 2018-19 |Name of the entity|Country of incorporation|% of voting power|% of net assets, i.e."
+"total assets minus total liabilities as at March 31, 2019|Share in profit or loss as % of consolidated (` crore)|Amount|Share in Other comprehensive income as % of consolidated (` crore)|Amount|Share in Total comprehensive income as % of consolidated (` crore)|Amount| | | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|82.19|78,898|84.14|30,065|106.60|436|84.40|30,501| |Subsidiaries (held directly)| | | | | | | | | | | | |APTOnline Limited|India|89.00|89.00|0.09|88|0.07|25|-|-|0.07|25| |MP Online Limited|India|89.00|89.00|0.10|95|0.06|21|-|-|0.06|21| |C-Edge Technologies Limited|India|51.00|51.00|0.21|199|0.18|64|-|-|0.18|64| |MahaOnline Limited|India|74.00|74.00|0.07|66|0.04|15|-|-|0.04|15| |TCS e-Serve International Limited|India|100.00|100.00|0.15|148|(0.16)|(58)|-|-|(0.16)|(58)| |TCS Foundation|India|100.00|100.00|0.74|713|0.21|76|-|-|0.21|76| |Diligenta Limited|UK|100.00|100.00|0.98|939|0.63|226|(0.24)|(1)|0.62|225| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|0.84|805|1.14|409|-|-|1.13|409| |Tata America International Corporation|USA|100.00|100.00|2.43|2,337|4.91|1,754|-|-|4.85|1,754| |Tata Consultancy Services Asia Pacific Pte Ltd.|Singapore|100.00|100.00|0.55|530|0.31|109|-|-|0.30|109| |Tata Consultancy Services Belgium|Belgium|100.00|100.00|0.35|338|0.45|161|-|-|0.45|161| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.55|526|0.64|227|-|-|0.63|227| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|3.36|3,226|2.34|836|-|-|2.31|836| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|0.48|460|0.49|176|-|-|0.49|176| |TCS FNS Pty Limited|Australia|100.00|100.00|0.15|148|0.09|31|-|-|0.09|31| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.50|1,443|0.58|208|-|-|0.58|208| |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.05|51|0.10|34|-|-|0.09|34| |CMC Americas, Inc.|USA|100.00|100.00|0.08|76|0.09|31|-|-|0.09|31| |Tata Consultancy Services Qatar S.S.C.|Qatar|100.00|100.00|0.04|43|0.03|10|-|-|0.03|10| |W12 Studios Limited (w.e.f. October 31, 2018)|UK|100.00|-|0.02|23|-|1|-|-|-|1| 168 I Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power|% of net assets, i.e. total assets minus total liabilities|Share in profit or loss|Share in Other comprehensive income|Share in Total comprehensive income| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |CMC eBiz, Inc. (w.e.f. June 19, 2018)|USA|-|100.00|-|-|-| | | | | | |TCS e-Serve America, Inc.|USA|100.00|100.00|0.06|55|0.09|31| | | | | |Tata Consultancy Services (China) Co., Ltd.|China|93.20|93.20|0.18|175|0.09|33| | | | | |Tata Consultancy Services Japan, Ltd.|Japan|51.00|51.00|1.19|1,138|0.54|194| | | | | |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.15|143|0.04|14| | | | | |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|32|0.04|14| | | | | |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.19|186|0.04|13| | | | | |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.02|17|0.01|3| | | | | |TCS Italia s.r.l.|Italy|100.00|100.00|0.02|21|0.03|12| | | | | |Tata Consultancy Services Luxembourg S.A. (G.D. de Luxembourg)|Capellen|100.00|100.00|0.08|81|0.09|31| | | | | |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.29|282|0.40|142| | | | | |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|0.01|5|0.01|4| | | | | |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00|-|4|1|-|1| | | | |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00|0.03|25|0.01|5| | | | | |Tata Consultancy Services (Portugal) Unipessoal, Limitada|Portugal|100.00|100.00|-|(3)|0.01|5| | | | | |Tata Consultancy Services France SA|France|100.00|100.00|(0.39)|(378)|(0.15)|(52)|0.73|3|(0.14)|(49)| |Tata Consultancy Services Saudi Arabia|Saudi Arabia|76.00|76.00|0.18|175|0.20|71| | | | | |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.08|79|0.10|37| | | | | |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.02|16|0.02|6| | | | | |TCS Financial Solutions Australia Holdings Pty Limited|Australia|100.00|100.00|0.05|48|0.07|26| | | | | |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.14|133|0.11|39| | | | | |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.23|222|0.24|87| | | | | |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.06|62|0.13|45| | | | | |Tata Consultancy Services Argentina S.A. (w.e.f. September 6, 2018)|Argentina|100.00|99.99|0.02|18|(0.07)|(26)| | | | | # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements as at March 31, 2019 File: AR_TCS_2018_2019.md |Name of the entity|Country of incorporation|% of voting power|% of net assets, i.e. total assets minus total liabilities|Share in profit or loss|Share in Other comprehensive income|Share in Total comprehensive income|Amount (` crore)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.16|158|0.25|89| |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|0.85|814|0.57|205| |MGDC S.C.|Mexico|100.00|100.00|0.21|201|0.20|73| | | | | |0.73|3|0.21|76| |TCS Inversiones Chile Limitada|Chile|100.00|100.00|0.34|326|0.30|108| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.49|470|0.13|45| |Technology Outsourcing S.A.C.|Peru|100.00|100.00|0.01|11|0.01|4| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.07|70|0.11|35| | | | | |(0.98)|(4)|0.06|31| |Trusts|India|-|-|0.30|256|0.04|14| | | | | |-|-|0.05|14| |TOTAL| |100.00|95,994|100.00|35,730|100.00|409| # Adjustments arising out of consolidation |a)|Non-controlling interests| | | | |---|---|---|---|---| |Indian Subsidiaries| | | | | |APTOnline Limited|(10)|(3)|(3)| | |MP Online Limited|(10)|(2)|(2)| | |C-Edge Technologies Limited|(93)|(24)|(24)| | |MahaOnline Limited|(16)|(5)|(5)| | |Foreign Subsidiaries| | | | | |Tata Consultancy Services (China)|(12)|(2)|(3)|(5)| |Tata Consultancy Services Japan, Ltd.|(312)|(54)|(6)|(60)| |TOTAL|(453)|(90)|(9)|(99)| # TOTAL 89,446 31,472 315 31,787 170 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # 35) Related party transactions Tata Consultancy Services Limited's principal related parties consist of its holding company Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Refer note 34 for list of subsidiaries of the Company. Transactions and balances with its own subsidiaries are eliminated on consolidation."
+"Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue|27|298|2,241|-|2,566| |Purchases of goods and services (including reimbursements)|1|447|378|-|826| |Brand equity contribution|167|-|-|-|167| |Facility expenses|1|37|17|-|55| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|(7)|1|-|(6)| |Contribution to post employment benefit plans|-|-|-|816|816| |Purchase of property, plant and equipment|-|2|48|-|50| |Loans and advances given|-|2|2|-|4| |Loans and advances recovered|-|-|3|-|3| |Dividend paid|7,254|3|-|-|7,257| |Buy-back of shares|10,455|4|-|-|10,459| |Issue of bonus shares*|-|-|-|-|-| *Refer note 17. | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue|13|260|1,993|-|2,266| |Purchases of goods and services (including reimbursements)|5|37|571|-|613| |Brand equity contribution|185|-|-|-|185| |Facility expense|1|36|6|-|43| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|5|5|-|10| |Contribution to post employment benefit plans|-|-|-|821|821| |Purchase of property, plant and equipment|-|6|45|-|51| |Loans and advances recovered|-|-|5|-|5| |Dividend paid|6,826|3|2|-|6,831| |Buy-back of shares|10,278|7|21|-|10,306| Consolidated Financial Statements I 171 # Annual Report 2018-19 # Notes forming part of the Consolidated Financial Statements # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Total| |---|---|---|---|---| |As at March 31, 2019|8|118|647|773| |Loans receivables, other financial assets and other assets|3|28|6|37| |Total|11|146|653|810| | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Total| |---|---|---|---|---| |As at March 31, 2018|8|122|637|767| |Loans receivables, other financial assets and other assets|3|27|7|37| |Total|11|149|644|804| # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Total| |---|---|---|---|---| |As at March 31, 2019|170|106|129|405| |Commitments|-|14|53|67| | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Total| |---|---|---|---|---| |As at March 31, 2018|165|22|206|393| |Commitments|-|8|39|47| 172 I Consolidated Financial Statements # Notes forming part of the Consolidated Financial Statements # Transactions with key management personnel are as follows: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Short-term benefits|33|27| |Dividend paid during the year|1|1| |Total|34|28| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. The sitting fees and commission paid to non-executive directors is ` 12 crore and ` 13 crore as at March 31, 2019 and 2018, respectively. # Subsequent events Dividends paid during the year ended March 31, 2019 include an amount of ` 29 per equity share towards final dividend for the year ended March 31, 2018 and an amount of ` 12 per equity share towards interim dividends for the year ending March 31, 2019. Dividends paid during the year ended March 31, 2018 include an amount of ` 27.50 per equity share towards final dividend for the year ended March 31, 2017 and an amount of ` 21 per equity share towards interim dividends for the year ending March 31, 2018. Dividends declared by the Company are based on profits available for distribution. Distribution of dividends out of general reserve and retained earnings is subject to applicable dividend distribution tax. On April 12, 2019, the Board of Directors of the Company have proposed a final dividend of ` 18 per share in respect of the year ending March 31, 2019 subject to the approval of shareholders at the Annual General Meeting. The proposal is subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately ` 8,142 crore, inclusive of corporate dividend tax of ` 1,388 crore. As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Partner Membership No: 049265 Mumbai, April 12, 2019 For and on behalf of the Board N Chandrasekaran Chairman V Ramakrishnan CFO O P Bhatt Director Hanne Birgitte Breinbjerg Sorensen Director Rajesh Gopinathan CEO and Managing Director Aman Mehta Director Aarthi Subramanian Director Dr Pradeep Kumar Khosla Director N Ganapathy Subramaniam COO and Executive Director Dr Ron Sommer Director Keki M Mistry Director Daniel Hughes Callahan Director Rajendra Moholkar Company Secretary Consolidated Financial Statements I 173 # Independent Auditors' Report # To the Members of Tata Consultancy Services Limited # Report on the Audit of the Standalone Financial Statements # Opinion We have audited the standalone financial statements of Tata Consultancy Services Limited (""the Company""), which comprise the Balance Sheet as at 31 March 2019, and the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ""the standalone financial statements""). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (""the Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. # The key audit matters # Revenue recognition - Fixed price development contracts The Company inter alia engages in Fixed-price development contracts, where, revenue is recognized using the percentage of completion computed as per the input method based on management's estimate of contract costs (Refer Note 2(d) to the standalone financial statements). We identified revenue recognition of fixed price development contracts as a KAM considering - - There is an inherent risk around the accuracy of revenues given, the customised and complex nature of these contracts and significant involvement of IT systems; # How our audit addressed the key audit matter Our audit procedures on revenue recognized from fixed price development contracts included: - Obtaining an understanding of the systems, processes and controls implemented by management for recording and calculating revenue and the associated contract assets, unearned and deferred revenue balances. - Involving Information technology ('IT') specialists to assess the design and operating effectiveness of key IT controls over: 174 I Unconsolidated Financial Statements # The key audit matters - Application of revenue recognition accounting standard is complex and involves a number of key judgments and estimates including estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; - These contracts may involve onerous obligations on the Company that require critical estimates to be made by management; and - At year-end a significant amount of work in progress (Contract assets and liabilities) related to these contracts is recognised on the balance sheet."
+"# Adoption of Ind AS 115 - Revenue from Contracts with Customers As described in Note 2(d) to the standalone financial statements, the Company has adopted Ind AS 115, Revenue from Contracts with Customers ('Ind AS 115') which is the new revenue accounting standard. The application and transition to this accounting standard is complex and is an area of focus in the audit. The revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of identified performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. The Company adopted Ind AS 115 and applied the available exemption provided therein, to not restate the comparative periods. # How our audit addressed the key audit matter - Testing the IT controls over the completeness and accuracy of cost and revenue reports generated by the system; and - Testing the access and application controls pertaining to allocation of resources and budgeting systems which prevents the unauthorized changes to recording of costs incurred and controls relating to the estimation of contract costs required to complete the project. On selected samples of contracts, we tested that the revenue recognized is in accordance with the accounting standard by - - Evaluating the identification of performance obligation; - Testing management's calculation of the estimation of contract cost and onerous obligation, if any. We: Our audit procedures on adoption of Ind AS 115, Revenue from contracts with Customers ('Ind AS 115'), which is the new revenue accounting standard, include - - Evaluated the design and implementation of the processes and internal controls relating to implementation of the new revenue accounting standard; - Evaluated the detailed analysis performed by management on revenue streams by selecting samples for the existing contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams; - Evaluated the changes made to IT systems to reflect the changes required in revenue recognition as per the new accounting standard; - Evaluated the cumulative effect adjustments as at 1 April 2018 for compliance with the new revenue standard; - Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness and mathematical accuracy of the relevant disclosures. Unconsolidated Financial Statements I 175 # Annual Report 2018-19 # The key audit matters Evaluation of uncertain tax positions The Company operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing and indirect tax matters. These involve significant management judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the standalone financial statements. Refer Note 2(i) and Note 33 to the standalone financial statements. # How our audit addressed the key audit matter Our audit procedures include the following substantive procedures: - Obtained understanding of key uncertain tax positions; - We along with our internal tax experts - # Other Information The Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the standalone financial statements and our auditors' report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard."
+"# Management's Responsibility for the Standalone Financial Statements The Company's management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit / loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Board of Directors is also responsible for overseeing the Company's financial reporting process. # Auditor's Responsibilities for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. 176 I Unconsolidated Financial Statements As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. - Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation."
+"We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditors' Report) Order, 2016 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. (A) As required by Section 143(3) of the Act, we report that: Unconsolidated Financial Statements I 177 # Annual Report 2018-19 (e) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". # (B) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: 1. The Company has disclosed the impact of pending litigations as at 31 March 2019 on its financial position in its standalone financial statements - Refer Note 33 to the standalone financial statements; 2. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 18 and 19 to the standalone financial statements; 3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. 4. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended 31 March 2019. # (C) With respect to the matter to be included in the Auditors' Report under section 197(16): In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 12 April 2019 Membership No: 049265 # 178 I Unconsolidated Financial Statements # Annexure A to the Independent Auditors' Report With reference to the Annexure A referred to in the Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2019, we report the following: 1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years."
+"In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified during the year and no material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in fixed assets are held in the name of the Company. In respect of immovable properties been taken on lease and disclosed as property, plant and equipment in the standalone financial statements, the lease agreements are in the name of the Company. 2. The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material. File: AR_TCS_2018_2019.md 3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company. 4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans given, investments made, guarantees and securities given. 5. The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder. 6. The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act for any of the services rendered by the Company. 7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income-tax, Goods and Services tax, duty of Customs, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees' State Insurance, Income-tax, Goods and Services tax, duty of Customs, Cess and other material statutory dues were in arrears as at 31 March 2019, for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there are no dues of Income-tax or Sales tax or Service tax or Goods and Services tax or duty of Customs or duty of Excise or Value added tax which have not been deposited by the Company on account of disputes, except for the following: |Name of the Statute|Nature of the Dues|Amount (` in crore)|Period|Forum where dispute is pending| |---|---|---|---|---| |The Income-tax Act, 1961|Income-tax|2,199|Assessment Year - 2007-2008, 2011-2012, 2014-2015, 2015-2016|Commissioner of Income Tax (Appeals)| | | |197|Assessment Year - 2006-2007, 2011-2012|Income-Tax Appellate Tribunal| Unconsolidated Financial Statements I 179 # Annual Report 2018-19 |Name of the Statute|Nature of the Dues|Amount (` in crore)|Period|Forum where dispute is pending| |---|---|---|---|---| |The Central Sales Tax Act, 1956 and Value Added Tax Act|Sales tax and VAT|207|Financial Year - 1994-1995, 2001-2002, 2003-2004, 2004-2005, 2005-2006, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015|High Court| |*|8|Financial Year - 1990-1991, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014|Tribunal| | |*|5|Financial Year - 1995-1996, 2004-2005, 2005-2006, 2011-2012|Assistant Commissioner| | |*|12|Financial Year - 1997-1998, 2005-2006, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016|Joint Commissioner| | | |*|*|Financial Year - 2007-2008|Additional Commissioner| |*|1|Financial Year - 2012-2013, 2014-2015|Commissioner| | |The Finance Act, 1994|Service tax|6|Financial Year - 2002-2003, 2003-2004, 2004-2005, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015|Commissioner Appeals| |*|70|Financial Year - 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014|Tribunal| | *Indicates amount less than ` 0.50 crore. **These amounts are net of amount paid/ adjusted under protest ` 3,848 crore."
+"180 I Unconsolidated Financial Statements # Report of the Auditors # (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company did not have any outstanding loans or borrowings from financial institutions or government and there are no dues to debenture holders during the year. # (ix) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company. # (x) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. # (xi) In our opinion and according to the information and explanations given to us and based on examination of the records of the Company, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. # (xii) According to the information and explanations given to us, in our opinion, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. # (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. # (xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company. # (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. # (xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai Partner 12 April 2019 Membership No: 049265 Unconsolidated Financial Statements I 181 # Annual Report 2018-19 # Annexure B to the Independent Auditors' Report (Referred to in paragraph 1(A)(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (""the Act"") We have audited the internal financial controls with reference to standalone financial statements of Tata Consultancy Services Limited (""the Company"") as of 31 March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. # Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ""Guidance Note"") issued by the Institute of Chartered Accountants of India (""ICAI""). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit."
+"We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements. # Meaning of Internal Financial Controls with reference to Financial Statements A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. 182 I Unconsolidated Financial Statements # Inherent Limitations of Internal Financial Controls with reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. # Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at 31 March 2019, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai Partner 12 April 2019 Membership No: 049265 # Unconsolidated Financial Statements I 183 # Annual Report 2018-19 # Balance Sheet |Note|As at March 31, 2019|As at March 31, 2018| | |---|---|---|---| |ASSETS| | | | |Non-current assets| | | | |(a) Property, plant and equipment|4|9,522|9,430| |(b) Capital work-in-progress| |834|1,238| |(c) Intangible assets|5|139|10| |(d) Financial assets| | | | |(i) Investments|6(A)|2,189|2,186| |(ii) Trade receivables|12(A)|95|94| |(iii) Unbilled receivables (Previous year: Unbilled revenue)| |387|179| |(iv) Loans receivables|7(A)|2|1,503| |(v) Other financial assets|8(A)|565|504| |(e) Income tax assets (net)| |3,598|3,824| |(f) Deferred tax assets (net)|9|2,097|3,051| |(g) Other assets|10(A)|1,040|815| |Total non-current assets| |20,468|22,834| |Current assets| | | | |(a) Inventories|11|10|25| |(b) Financial assets| | | | |(i) Investments|6(B)|28,280|35,073| |(ii) Trade receivables|12(B)|24,029|18,882| |(iii) Unbilled receivables (Previous year: Unbilled revenue)| |4,389|5,330| |(iv) Cash and cash equivalents|13|3,327|1,278| |(v) Other balances with banks|14|5,573|2,209| |(vi) Loans receivables|7(B)|7,018|2,793| |(vii) Other financial assets|8(B)|1,613|807| |(c) Other assets|10(B)|4,793|1,825| |Total current assets| |79,032|68,222| |TOTAL ASSETS| |99,500|91,056| |EQUITY AND LIABILITIES| | | | |Equity| | | | |(a) Share capital|15|375|191| |(b) Other equity|16|78,523|75,675| |Total equity| |78,898|75,866| |Liabilities| | | | |Non-current liabilities| | | | |(a) Financial liabilities| | | | |(i) Borrowings|17(A)|33|39| |(ii) Other financial liabilities|18(A)|232|246| |(b) Unearned and deferred revenue| |662| | |(c) Employee benefit obligations|23(A)|82|62| |(d) Provisions|19(A)| |26| |(e) Deferred tax liabilities (net)|9|339|424| |(f) Other liabilities|20(A)|358|335| |Total non-current liabilities| |1,706|1,132| |Current liabilities| | | | |(a) Financial liabilities| | | | |(i) Borrowings|17(B)|-|181| |(ii) Trade payables| | | | |1. Dues of micro enterprises and small enterprises|34|22|6| |2. Dues of creditors other than micro enterprises and small enterprises| |7,670|4,769| |(iii) Other financial liabilities|18(B)|3,351|2,739| |(b) Unearned and deferred revenue| |1,804|1,711| |(c) Income tax liabilities (net)| |2,157|1,144| |(d) Employee benefit obligations|23(B)|1,776|1,478| |(e) Provisions|19(B)|174|171| |(f) Other liabilities|20(B)|1,942|1,859| |Total current liabilities| |18,896|14,058| |TOTAL EQUITY AND LIABILITIES| |99,500|91,056| NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-37 As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Partner Membership No: 049265 Mumbai, April 12, 2019 For and on behalf of the Board N Chandrasekaran CFO V Ramakrishnan Director O P Bhatt Director Hanne Birgitte Breinbjerg Sorensen CEO and Managing Director Rajesh Gopinathan Director Aman Mehta Director Aarthi Subramanian Director Dr Pradeep Kumar Khosla COO and Executive Director N Ganapathy Subramaniam Director Dr Ron Sommer Director Keki M Mistry Director Daniel Hughes Callahan Company Secretary 184 I Unconsolidated Financial Statements # Statement of Profit and Loss |Note|Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |I. Revenue|123,170|97,356| |II. Other income|7,627|5,803| |III. TOTAL INCOME|130,797|103,159| |IV. Expenses| | | |(a) Employee benefit expenses|59,377|51,499| |(b) Cost of equipment and software licences|2,003|2,006| |(c) Depreciation and amortisation expense|1,716|1,647| |(d) Other expenses|26,826|16,046| |(e) Finance costs|170|30| |TOTAL EXPENSES|90,092|71,228| |V. PROFIT BEFORE TAX|40,705|31,931| |VI. Tax expense| | | |(a) Current tax|9,943|6,878| |(b) Deferred tax|697|(188)| |TOTAL TAX EXPENSE|10,640|6,690| |VII. PROFIT FOR THE YEAR|30,065|25,241| |VIII. OTHER COMPREHENSIVE INCOME (OCI)| | | |(A) (i) Items that will not be reclassified subsequently to profit or loss| | | |(a) Remeasurement of defined employee benefit plans|(17)|86| |(b) Net change in fair values of investments in equity shares carried at fair value through OCI|(1)|(19)| |(ii) Income tax on items that will not be reclassified subsequently to profit or loss|3|-| |(B) (i) Items that will be reclassified subsequently to profit or loss| | | |(a) Net change in fair values of investments other than equity shares carried at fair value through OCI|425|(821)| |(b) Net change in intrinsic value of derivatives designated as cash flow hedges|153|(122)| |(c) Net change in time value of derivatives designated as cash flow hedges|44|(59)| |(ii) Income tax on items that will be reclassified subsequently to profit or loss|(171)|306| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)|436|(629)| |IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR|30,501|24,612| |X. Earnings per equity share:- Basic and diluted (`)|79.34|65.57| |Weighted average number of equity shares|378,97,49,350|384,91,85,612| |XI. NOTES FORMING PART OF THE FINANCIAL STATEMENTS|1-37| | As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Partner Membership No: 049265 Mumbai, April 12, 2019 For and on behalf of the Board N Chandrasekaran CFO V Ramakrishnan Director O P Bhatt Director Hanne Birgitte Breinbjerg Sorensen CEO and Managing Director Rajesh Gopinathan Director Aman Mehta Director Aarthi Subramanian Director Dr Pradeep Kumar Khosla COO and Executive Director N Ganapathy Subramaniam Director Dr Ron Sommer Director Keki M Mistry Director Daniel Hughes Callahan Company Secretary Unconsolidated Financial Statements I 185 # Statement of Changes in Equity # Annual Report 2018-19 # A. EQUITY SHARE CAPITAL (` crore) |Balance as at April 1, 2017|Changes in equity share capital during the year*|Balance as at March 31, 2018| |---|---|---| |197|(6)|191| |Balance as at April 1, 2018|Changes in equity share capital during the year*|Balance as at March 31, 2019| |191|184|375| *Refer note 15. # B. OTHER EQUITY (` crore) |Reserves and surplus|Items of other comprehensive income| | | | | | | | | |---|---|---|---|---|---|---|---|---|---| |Capital|Securities premium|Capital redemption reserve|General reserve|Special reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Total| | |-|1,919|100|9,118|97|65,965|538|105|77,825| | |Profit for the year|-|-|-|-|25,241|-|-|25,241| | |Other comprehensive income / (losses)|-|-|-|-|86|(556)|(107)|(52)|(629)| |Total comprehensive income|-|-|-|-|25,327|(556)|(107)|(52)|24,612| |Dividend (including tax on dividend of ` 1,442 crore)|-|-|-|-|(10,726)|-|-|(10,726)| | |Buy-back of equity shares*|(1,919)|6|(9,118)|-|(4,963)|-|-|(15,994)| | |Expenses for buy-back of equity shares*|-|-|-|-|(42)|-|-|(42)| | |Transfer to Special Economic Zone re-investment reserve|-|-|-|1,579|(1,579)|-|-|-| | |Transfer from Special Economic Zone re-investment reserve|-|-|-|(98)|98|-|-|-| | |Balance as at March 31, 2018|-|106|-|1,578|74,080|(18)|(2)|(69)|75,675| |Balance as at April 1, 2018|-|106|-|1,578|74,080|(18)|(2)|(69)|75,675| |Profit for the year|-|-|-|-|30,065|-|-|30,065| | |Other comprehensive income / (losses)|-|-|-|-|(14)|275|136|39|436| |Total comprehensive income|-|-|-|-|30,051|275|136|39|30,501| |Dividend (including tax on dividend of ` 1,339 crore)|-|-|-|-|(11,424)|-|-|(11,424)| | |Buy-back of equity shares*|-|8|-|(16,000)|-|-|-|(15,992)| | |Expenses for buy-back of equity shares*|-|-|-|-|(45)|-|-|(45)| | |Issue of bonus shares*|-|-|(106)|-|(86)|-|-|(192)| | |Realised loss on equity shares carried at fair value through OCI|-|-|-|-|(1)|1|-|-| | |Transfer to Special Economic Zone re-investment reserve|-|-|-|2,750|(2,750)|-|-|-| | |Transfer from Special Economic Zone re-investment reserve|-|-|-|(3,334)|3,334|-|-|-| | |Balance as at March 31, 2019|-|8|-|994|77,159|258|134|(30)|78,523| *Refer note 15. # Represents values less than ` 0.50 crore. # Statement of Changes in Equity # Nature and purpose of reserves # (a) Capital reserve The Company recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Securities premium Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of section 52 of the Companies Act, 2013. # (c) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilized in accordance with the provisions of section 69 of the Companies Act, 2013. # (d) General reserve The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # (e) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve has been created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (f) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity / debt instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings / profit and loss when those assets have been disposed off. # (g) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-37 As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP N Chandrasekaran Chairman V Ramakrishnan CFO O P Bhatt Director Hanne Birgitte Breinbjerg Sorensen Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan Aman Mehta Aarthi Subramanian Dr Pradeep Kumar Khosla Partner CEO and Managing Director Director Director N Ganapathy Subramaniam Dr Ron Sommer Keki M Mistry Daniel Hughes Callahan COO and Executive Director Director Director Rajendra Moholkar Company Secretary Mumbai, April 12, 2019 Unconsolidated Financial Statements I 187 # Annual Report 2018-19 # Statement of Cash Flows |(` crore)|Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |I. CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|30,065|25,241| |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | |Depreciation and amortisation expense|1,716|1,647| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|188|95| |Tax expense|10,640|6,690| |Finance costs|170|30| |Net gain on disposal of property, plant and equipment|(84)|(26)| |Exchange difference on translation of foreign currency cash and cash equivalents|7|(94)| |Dividend income (Including exchange gain)|(3,574)|(2,212)| |Interest income|(2,651)|(2,388)| |Net gain on investments|(416)|(858)| |Operating profit before working capital changes|36,061|28,125| |Net change in| | | |Inventories|16|(4)| |Trade receivables|(5,335)|(2,416)| |Unbilled receivables (Previous period: Unbilled revenue)|733|(1,274)| |Loans receivables and other financial assets|(417)|398| |Other assets|(3,036)|(554)| |Trade payables|2,915|585| |Unearned and deferred revenue|755|585| |Other financial liabilities|610|796| |Other liabilities and provisions|400|1,391| |Cash generated from operations|32,702|27,632| |Taxes paid (net of refunds)|(8,704)|(6,045)| |Net cash generated from operating activities|23,998|21,587| |II. CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(5,400)|(2,000)| |Inter-corporate deposits placed|(13,222)|(6,000)| |Purchase of investments|(92,020)|(94,374)| |Payment for purchase of property, plant and equipment|(1,556)|(1,606)| |Payment for purchase of intangible assets|(161)|(230)| |Earmarked deposits placed with banks|(290)| | |Acquisition of subsidiary|(66)|-| |Proceeds from bank deposits|2,000|416| |Proceeds from inter-corporate deposits|10,472|4,425| |Proceeds from disposal / redemption of investments|99,561|100,063| |Proceeds from disposal of property, plant and equipment|98|29| |Proceeds from earmarked deposits with banks|339|135| |Dividend received from subsidiaries (including exchange gain)|3,574|2,207| |Dividend received from other investments|-|5| |Interest received|2,554|2,564| |Net cash generated from investing activities|5,883|5,634| |III. CASH FLOWS FROM FINANCING ACTIVITIES| | | |Buy-back of equity shares|(16,000)|(16,000)| |Expenses for buy-back of equity shares|(45)|(42)| |Short-term borrowings (net)|(181)|(20)| |Dividend paid (including tax on dividend)|(11,424)|(10,726)| |Repayment of finance lease obligations|(5)|(6)| |Interest paid|(170)|(33)| |Net cash used in financing activities|(27,825)|(26,827)| |Net change in cash and cash equivalents|2,056|394| |Cash and cash equivalents at the beginning of the year|1,278|790| |Exchange difference on translation of foreign currency cash and cash equivalents|(7)|94| |Cash and cash equivalents at the end of the year (Refer note 13)|3,327|1,278| |IV. NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-37| | | As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran V Ramakrishnan O P Bhatt Hanne Birgitte Breinbjerg Sorensen Chartered Accountants Chairman CFO Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan Aman Mehta Aarthi Subramanian Dr Pradeep Kumar Khosla Partner CEO and Managing Director Director Director Director Membership No: 049265 N Ganapathy Subramaniam Dr Ron Sommer Keki M Mistry Daniel Hughes Callahan COO and Executive Director Director Director Director Rajendra Moholkar Mumbai, April 12, 2019 Company Secretary 188 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 1) Corporate information Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides IT services, consulting and business solutions that has been partnering with many of the world's largest businesses in their transformation journeys for the last fifty years. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2019, Tata Sons Private Limited (formerly Tata Sons Limited), the holding company owned 72.02% of the Company's equity share capital. The Board of Directors approved the financial statements for the year ended March 31, 2019 and authorised for issue on April 12, 2019. # 2) Significant accounting policies # (a) Statement of compliance These financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time. # (b) Basis of preparation File: AR_TCS_2018_2019.md These financial statements have been prepared in Indian Rupee (`) which is the functional currency of the Company."
+"These financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value or amortised cost at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Company has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method. # (c) Use of estimates and judgements The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Key sources of estimation of uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are in respect of impairment of investments, useful lives of property, plant and equipment, valuation of deferred tax assets and fair value measurement of financial instruments, these are discussed below. Key sources of estimation of uncertainty in respect of revenue recognition, employee benefits and provisions and contingent liabilities have been discussed in their respective policies. Impairment of investments in subsidiaries The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for. # Annual Report 2018-19 # Notes forming part of the Financial Statements # Useful lives of property, plant and equipment The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # Valuation of deferred tax assets The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy has been explained under note 2(i). # Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The policy has been further explained under note 2(j). # Revenue recognition The Company earns revenue primarily from providing IT services, consulting and business solutions. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Effective April 1, 2018, the Company has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind AS 11 Construction Contracts. The Company has adopted Ind AS 115 using the cumulative effect method. The effect of initially applying this standard is recognised at the date of initial application (i.e. April 1, 2018). The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information in the statement of profit and loss is not restated - i.e. the comparative information continues to be reported under Ind AS 18 and Ind AS 11."
+"Refer note 2(d) - Significant accounting policies - Revenue recognition in the Annual report of the Company for the year ended March 31, 2018, for the revenue recognition policy as per Ind AS 18 and Ind AS 11. The impact of the adoption of the standard on the financial statements of the Company is insignificant. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Company may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Company is acting as the principal or as an agent of the customer. The Company recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. 190 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. Revenue from subsidiaries is recognised based on transaction price which is at arm's length. Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there is billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Company disaggregates revenue from contracts with customers by industry verticals, geography and nature of services. # Use of significant judgements in revenue recognition - The Company's contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. - Judgement is also required to determine the transaction price for the contract."
+"The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. - The Company uses judgement to determine an appropriate standalone selling price for a performance obligation. The Company allocates the transaction price to each performance obligation on the basis of the relative standalone selling price of each distinct product or service promised in the contract. Where standalone selling price is not observable, the Company uses the expected cost plus margin approach to allocate the transaction price to each distinct performance obligation. - The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. - Revenue for fixed-price contract is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of completion of the performance obligation. Unconsolidated Financial Statements I 191 # Annual Report 2018-19 # Notes forming part of the Financial Statements * Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. (e) Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. (f) Leases Finance lease Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Operating lease Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating lease. Operating lease payments are recognised on a straight line basis over the lease term in the statement of profit and loss, unless the lease agreement explicitly states that increase is on account of inflation. (g) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Employee benefit expenses include salaries, incentives and allowances, contributions to provident and other funds and staff welfare expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivable and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. (h) Foreign currency Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction."
+"Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. (i) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Current income taxes The current income tax expense includes income taxes payable by the Company and its branches in India and overseas. The current tax payable by the Company in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. 192 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # (j) Financial instruments Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability."
+"The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. # Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. Unconsolidated Financial Statements I 193 # Annual Report 2018-19 # Notes forming part of the Financial Statements The Company has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost. # Hedge accounting The Company designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company. The hedge instruments are designated and documented as hedges at the inception of the contract. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in the statement of other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting."
+"Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit or loss. # (k) Provisions and contingent liabilities A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements. # (l) Investment in subsidiaries Investment in subsidiaries are measured at cost less impairment loss, if any. 194 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (m) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual value are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. File: AR_TCS_2018_2019.md The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|10 years| |Furniture and fixtures|5 years| Assets held under finance lease are depreciated over the shorter of the lease term and their useful lives. Depreciation is not recorded on capital work-in-progress until construction and installation is complete and the asset is ready for its intended use. # (n) Intangible assets Intangible assets purchased are measured at cost as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences which are amortised over licence period which equates the useful life ranging between 2-5 years on a straight line basis over the period of its economic useful life. # (o) Impairment # (i) Financial assets (other than at fair value) The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # (ii) Non-financial assets Tangible and intangible assets Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs."
+"Unconsolidated Financial Statements I 195 # Annual Report 2018-19 # Notes forming part of the Financial Statements If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # (p) Employee benefits # (i) Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. # (ii) Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. # (iii) Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # (iv) Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # (q) Inventories Inventories consists of (a) Raw materials, sub-assemblies and components, (b) Work-in-progress, (c) Stores and spare parts and (d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Company includes direct material and labour cost and a proportion of manufacturing overheads. # (r) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented. # 3) Recent Indian Accounting Standards (Ind AS) Ministry of Corporate Affairs (""MCA""), through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective from April 1, 2019: - Ind AS 116 - Leases Ind AS 116 will replace the existing leases standard, Ind AS 17 Leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, 196 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17. The Company will adopt Ind AS 116, effective annual reporting period beginning April 1, 2019."
+"The Company will apply the standard to its leases, retrospectively, with the cumulative effect of initially applying the standard, recognised on the date of initial application (April 1, 2019). Accordingly, the Company will not restate comparative information, instead, the cumulative effect of initially applying this Standard will be recognised as an adjustment to the opening balance of retained earnings as on April 1, 2019. On that date, the Company will recognise a lease liability measured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carrying amount as if the standard had been applied since the commencement date, but discounted using the lessee's incremental borrowing rate as at April 1, 2019. In accordance with the standard, the Company will elect not to apply the requirements of Ind AS 116 to short-term leases and leases for which the underlying asset is of low value. On transition, the Company will be using the practical expedient provided the standard and therefore, will not reassess whether a contract, is or contains a lease, at the date of initial application. The Company is in the process of finalising changes to systems and processes to meet the accounting and reporting requirements of the standard. With effect from April 1, 2019, the Company will recognise new assets and liabilities for its operating leases of premises and other assets. The nature of expenses related to those leases will change from lease rent in previous periods to (a) amortization change for the right-to-use asset, and (b) interest accrued on lease liability. Previously, the Company recognised operating lease expense on a straight-line basis over the term of the lease, and recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognised. As a lessor, sublease shall be classified as an operating lease if the head lease is classified as a short term lease. In all other cases, the sublease shall be classified as a finance lease. On preliminary assessment, for leases other than short-term leases and leases of low value assets, the Company will recognise a right-of-use asset of ` 4,206 crore and a corresponding lease liability of ` 5,029 crore with the cumulative effect of applying the standard by adjusting retained earnings net of taxes. There will be consequent reclassification in the cash flow categories in the statement of cash flows. # Ind AS 12 - Income taxes (amendments relating to income tax consequences of dividend and uncertainty over income tax treatments) The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The Company does not expect any impact from this pronouncement. It is relevant to note that the amendment does not amend situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12. The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, to determine whether each tax treatment should be considered separately or whether some can be considered together. The decision should be based on the approach which provides better predictions of the resolution of the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Company does not expect any significant impact of the amendment on its financial statements."
+"Unconsolidated Financial Statements I 197 # Annual Report 2018-19 # Notes forming part of the Financial Statements # Ind AS 109 - Prepayment Features with Negative Compensation The amendments relate to the existing requirements in Ind AS 109 regarding termination rights in order to allow measurement at amortised cost (or, depending on the business model, at fair value through other comprehensive income) even in the case of negative compensation payments. TCS Limited does not expect this amendment to have any impact on its financial statements. # Ind AS 19 - Plan Amendment, Curtailment or Settlement The amendments clarify that if a plan amendment, curtailment or settlement occurs, it is mandatory that the current service cost and the net interest for the period after the re-measurement are determined using the assumptions used for the re-measurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. TCS Limited does not expect this amendment to have any significant impact on its financial statements. # Ind AS 23 - Borrowing Costs The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. TCS Limited does not expect any impact from this amendment. # Ind AS 28 - Long-term Interests in Associates and Joint Ventures The amendments clarify that an entity applies Ind AS 109 Financial Instruments, to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture but to which the equity method is not applied. TCS Limited does not currently have any long-term interests in associates and joint ventures. # Ind AS 103 - Business Combinations and Ind AS 111 - Joint Arrangements The amendments to Ind AS 103 relating to re-measurement clarify that when an entity obtains control of a business that is a joint operation, it re-measures previously held interests in that business. The amendments to Ind AS 111 clarify that when an entity obtains joint control of a business that is a joint operation, the entity does not re-measure previously held interests in that business. TCS Limited will apply the pronouncement if and when it obtains control / joint control of a business that is a joint operation. # 198 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 4) Property, plant and equipment Property, plant and equipment consist of the following: | |Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2018|327|7,026|1,702|489|5,695|32|2,038|1,711|1,308|20,328| |Additions|(4)|335|212|53|758|6|171|120|139|1,790| |Disposals|-|(13)|(94)|(3)|(180)|(2)|(45)|(29)|(27)|(393)| |Cost as at March 31, 2019|323|7,348|1,820|539|6,273|36|2,164|1,802|1,420|21,725| |Accumulated depreciation as at April 1, 2018|-|(1,792)|(970)|(116)|(4,526)|(26)|(1,572)|(910)|(986)|(10,898)| |Depreciation for the year|-|(368)|(134)|(52)|(626)|(4)|(213)|(142)|(145)|(1,684)| |Disposals|-|10|94|2|177|1|45|23|27|379| |Accumulated depreciation as at March 31, 2019|-|(2,150)|(1,010)|(166)|(4,975)|(29)|(1,740)|(1,029)|(1,104)|(12,203)| |Net carrying amount as at March 31, 2019|323|5,198|810|373|1,298|7|424|773|316|9,522| | |Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2017|327|6,637|1,412|392|5,130|31|1,943|1,601|1,208|18,681| |Additions|-|394|311|98|673|2|139|122|120|1,859| |Disposals|-|(5)|(21)|(1)|(108)|(1)|(44)|(12)|(20)|(212)| |Cost as at March 31, 2018|327|7,026|1,702|489|5,695|32|2,038|1,711|1,308|20,328| |Accumulated depreciation as at April 1, 2017|-|(1,444)|(862)|(73)|(4,005)|(22)|(1,401)|(778)|(882)|(9,467)| |Depreciation for the year|-|(352)|(129)|(44)|(629)|(5)|(215)|(143)|(123)|(1,640)| |Disposals|-|4|21|1|108|1|44|11|19|209| |Accumulated depreciation as at March 31, 2018|-|(1,792)|(970)|(116)|(4,526)|(26)|(1,572)|(910)|(986)|(10,898)| |Net carrying amount as at March 31, 2018|327|5,234|732|373|1,169|6|466|801|322|9,430| Net book value of leasehold improvements of ` 25 crore and ` 30 crore as at March 31, 2019 and March 31, 2018, respectively, is under finance lease."
+"Unconsolidated Financial Statements I 199 # Annual Report 2018-19 # Notes forming part of the Financial Statements # 5) Intangible assets Intangible assets consist of the following: | |Rights under licensing agreement and software licences| |---|---| |Cost as at April 1, 2018|68| |Additions|161| |Disposals / Derecognised|-| |Cost as at March 31, 2019|229| |Accumulated amortisation as at April 1, 2018|(58)| |Amortisation for the year|(32)| |Disposals / Derecognised|-| |Accumulated amortisation as at March 31, 2019|(90)| |Net carrying amount as at March 31, 2019|139| | |Rights under licensing agreement and software licences| |---|---| |Cost as at April 1, 2017|68| |Additions|-| |Disposals / Derecognised|-| |Cost as at March 31, 2018|68| |Accumulated amortisation as at April 1, 2017|(51)| |Amortisation for the year|(7)| |Disposals / Derecognised|-| |Accumulated amortisation as at March 31, 2018|(58)| |Net carrying amount as at March 31, 2018|10| The estimated amortisation for the years subsequent to March 31, 2019 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2020|44| |2021|40| |2022|40| |2023|15| |Thereafter|-| 139 # Notes forming part of the Financial Statements # 6) Investments Investments consist of the following: # (A) Investments - Non-current |(` crore)|As at March 31, 2019|As at March 31, 2018| | | |---|---|---|---|---| |(a) Investment in subsidiaries|Fully paid equity shares (unquoted)| |2,189|2,124| |(b) Investments carried at fair value through profit or loss|Mutual fund units (unquoted)| |-|59| |(c) Investments designated at fair value through OCI|Fully paid equity shares (unquoted)| |-|3| | |Total| |2,189|2,186| # (B) Investments - Current |(` crore)|As at March 31, 2019|As at March 31, 2018| | |---|---|---|---| |(a) Investments carried at fair value through profit or loss|Mutual fund units (quoted)|2,955|9,101| | |Mutual fund units (unquoted)|63|-| |(b) Investments carried at fair value through OCI|Government bonds and securities (quoted)|23,566|25,217| | |Corporate bonds (quoted)|1,206|755| |(c) Investment carried at amortised cost|Certificate of deposits (quoted)|490|-| | |Total|28,280|35,073| # Market value of quoted investments carried at amortised cost |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Certificate of deposits|491|-| # Aggregate value of quoted and unquoted investments is as follows: |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Aggregate value of quoted investments|28,217|35,073| |Aggregate value of unquoted investments (net of impairment)|2,252|2,186| |Aggregate market value of quoted investments|28,218|35,073| |Aggregate value of impairment of investments|19|19| Unconsolidated Financial Statements I 201 # Annual Report 2018-19 # Notes forming part of the Financial Statements |In numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2019|As at March 31, 2018| |---|---|---|---|---|---| |212,27,83,424|UYU|1|TCS Iberoamerica SA|461|461| |15,75,300|INR|10|APTOnline Limited*|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium|1|1| |66,000|EUR|1,000|Tata Consultancy Services Netherlands BV|403|403| |1,000|SEK|100|Tata Consultancy Services Sverige AB|19|19| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|2|2| |20,000|USD|10|Tata America International Corporation|453|453| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|19|19| |3,72,58,815|AUD|1|TCS FNS Pty Limited|212|212| |10,00,001|GBP|1|Diligenta Limited|429|429| |1,000|USD|-|Tata Consultancy Services Canada Inc.*|-|-| |100|CAD|70,653.61|Tata Consultancy Services Canada Inc.|31|31| |51,00,000|INR|10|C-Edge Technologies Limited|5|5| |8,90,000|INR|10|MP Online Limited|1|1| |1,40,00,000|ZAR|1|Tata Consultancy Services (Africa) (PTY) Ltd.|66|66| |18,89,005|INR|10|MahaOnline Limited|2|2| |-|QAR|-|Tata Consultancy Services Qatar S.S.C.|2|2| |16,00,01,000|USD|0.01|CMC Americas, Inc.|8|8| |10,00,000|INR|100|TCS e-Serve International Limited|10|10| |1,00,500|GBP|0.00001|W12 Studios Limited (w.e.f. October 31, 2018)|66|-| |10,00,000|INR|10|TCS Foundation|-|-| |Total|Total|Total|Total|2,189|2,124| # Investments designated at fair value through OCI |In numbers|Currency|Face value per share|As at March 31, 2019|As at March 31, 2018| | |---|---|---|---|---|---| |1,90,00,000|INR|10|Taj Air Limited|19|19| |20,00,000|INR|10|KOOH Sports Private Limited|-|3| | | |Less: Impairment of investments|(19)|(19)| | TCS Limited acquired W12 Studios Limited, an award-winning digital design studio based in London on October 31, 2018. The Company paid ` 66 crore (GBP 7 million) to acquire 100% equity shares of W12 Studios Limited. *Represents value less than ` 0.50 crore. # 202 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 7) Loans receivables Loans receivables (unsecured) consist of the following: # (A) Loans receivables - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Considered good|-|1,500| |Loans and advances to employees|2|3| | |2|1,503| # (B) Loans receivables - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Considered good|6,750|2,500| |Loans and advances to employees|268|293| |(b) Credit impaired|61|61| |Less: Allowance on loans and advances to employees|(61)|(61)| | |7,018|2,793| Inter-corporate deposits placed with financial institutions yield fixed interest rate."
+"# 8) Other financial assets Other financial assets consist of the following: # (A) Other financial assets - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Security deposits|565|504| | |565|504| # (B) Other financial assets - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Security deposits|101|181| |(b) Fair value of foreign exchange derivative assets|584|89| |(c) Interest receivable|770|520| |(d) Others|158|17| | |1,613|807| # Annual Report 2018-19 # Notes forming part of the Financial Statements # 9) Income taxes The income tax expense consists of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Current tax| | | |Current tax expense for current year|8,672|6,966| |Current tax (benefit) / expense pertaining to prior years|1,271|(88)| |Total Current Tax|9,943|6,878| |Deferred tax| | | |Deferred tax (benefit) / expense for current year|697|(217)| |Deferred tax (benefit) / expense pertaining to prior years|-|29| |Total Deferred Tax|697|(188)| |Total income tax expense recognised in current year|10,640|6,690| The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Profit before taxes|40,705|31,931| |Indian statutory income tax rate|34.94%|34.61%| |Expected income tax expense|14,224|11,050| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,735)|(4,247)| |Income exempt from tax|(21)|(36)| |Undistributed earnings in branches|299|113| |Tax on income at different rates|(403)|(236)| |Tax pertaining to prior years|1,271|(242)| |Others (net)|5|288| |Total income tax expense|10,640|6,690| The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profit or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfillment of certain conditions. From April 1, 2011 profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"204 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2019 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Closing balance| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to:| | | | | |Property, plant and equipment and intangible assets|67|30|-|97| |Provision for employee benefits|311|57|-|368| |Cash flow hedges|10| |(22)|(12)| |Receivables, financial assets at amortised cost|238|46|-|284| |MAT credit entitlement|2,204|(1,047)|-|1,157| |Branch profit tax|(400)|101|-|(299)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|-|-|(149)|(149)| |Operating lease liabilities|80|8|-|88| |Others|117|108|-|225| |Total deferred tax assets / (liabilities)|2,626|(697)|(171)|1,758| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | |Property, plant and equipment and Intangible assets|137|40|97| |Provision for employee benefits|368|-|368| |Cash flow hedges|(12)|-|(12)| |Receivables, financial assets at amortised cost|284|-|284| |MAT credit entitlement|1,157|-|1,157| |Branch profit tax|-|299|(299)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(149)|-|(149)| |Operating lease liabilities|88|-|88| |Others|224|-|224| |Total deferred tax assets / (liabilities)|2,097|339|1,758| Unconsolidated Financial Statements I 205 # Annual Report 2018-19 # Notes forming part of the Financial Statements Significant components of net deferred tax assets and liabilities for the year ended March 31, 2019 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Closing balance| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|(84)|151|-|67| |Provision for employee benefits|296|15|-|311| |Cash flow hedges|(12)|-|22|10| |Receivables, financial assets at amortised cost|205|33|-|238| |MAT credit entitlement|2,062|142|-|2,204| |Branch profit tax|(286)|(114)|-|(400)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(285)|1|284|-| |Operating lease liabilities|80|-|-|80| |Others|157|(40)|-|117| |Total deferred tax assets / (liabilities)|2,133|188|306|2,627| Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |As at March 31, 2018| | | | |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets|91|(24)|67| |Provision for employee benefits|311|-|311| |Cash flow hedges|10|-|10| |Receivables, financial assets at amortised cost|238|-|238| |MAT credit entitlement|2,204|-|2,204| |Branch profit tax|-|(400)|(400)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|-|-|-| |Operating lease liabilities|80|-|80| |Others|117|-|117| |Total deferred tax assets / (liabilities)|3,051|(424)|2,627| Under the Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Accordingly, the Company has recognised a deferred tax asset of ` 1,157 crore. 206 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These mainly include disallowed expenses, tax treatment of certain expenses claimed by the Company as deductions, and computation of, or eligibility of, certain tax incentives or allowances. File: AR_TCS_2018_2019.md The Company has contingent liability in respect of demands from direct tax authorities in India and other jurisdictions, which are being contested by the Company on appeal amounting ` 1,501 crore and ` 5,616 crore as at March 31, 2019 and March 31, 2018 respectively. In respect of tax contingencies of ` 318 crore and ` 318 crore as at March 31, 2019 and March 31, 2018, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in. The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2016 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2015 and earlier and applicable state statutes of limitation vary by state."
+"In United Kingdom, the statute of limitation generally applies to fiscal 2016 and earlier. # 10) Other assets Other assets consist of the following: # (A) Other assets - Non-current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Contract assets| |100|-| |(b) Prepaid expenses| |151|237| |(c) Prepaid rent| |339|373| |(d) Contract fulfillment costs| |174|95| |(e) Capital advances| |272|105| |(f) Advances to related parties| |3|2| |(g) Others| |1|3| |Total|Total|1,040|815| Advances to related parties, considered good, comprise: |Voltas Limited|2| |---|---| |Tata Realty and Infrastructure Ltd*|-| |Concorde Motors (India) Limited|1| *Represents value less than ` 0.50 crore. Unconsolidated Financial Statements I 207 # Annual Report 2018-19 # Notes forming part of the Financial Statements # (B) Other assets - Current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |Considered good| | | | |(a) Contract assets| |2,723|-| |(b) Prepaid expenses| |344|735| |(c) Prepaid rent| |35|39| |(d) Contract fulfillment costs| |468|427| |(e) Advance to suppliers| |79|84| |(f) Advance to related parties| |8|4| |(g) Indirect taxes recoverable| |962|482| |(h) Other advances| |123|20| |(i) Others| |51|34| |Considered doubtful| | | | |(a) Advance to suppliers| |3|3| |(b) Indirect taxes recoverable| |2|2| |(c) Other advances| |3|3| |Less: Allowance on doubtful assets| |(8)|(8)| | |Total|4,793|1,825| Advance to related parties, considered good comprise: |TCS e-Serve International Limited|7|-| |---|---|---| |The Titan Company Limited|1|2| |Tata Consultancy Services Danmark ApS|-|1| |Tata AIG General Insurance Company Limited|1|1| |APTOnline Limited*|-|-| *Represents value less than ` 0.50 crore. Contract fulfillment costs of ` 479 crore and ` 463 crore for the years ended March 31, 2019 and 2018, respectively, have been amortised in the statement of profit and loss. Refer note 21 for the changes in contract asset. # 11) Inventories Inventories consist of the following: | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Raw materials, sub-assemblies and components| |9|25| |(b) Finished goods and work-in-progress| |-|-| |(c) Goods-in-transit (raw materials)*| |-|-| |(d) Stores and spares| |1|-| | |Total|10|25| Inventories are carried at the lower of cost and net realisable value. *Represents values less than ` 0.50 crore. 208 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # 12) Trade receivables (Unsecured) # (A) Trade receivables - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Considered good|569|460| |Less: Allowance for doubtful trade receivables|(474)|(366)| | |95|94| # (B) Trade receivables - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Considered good|24,227|19,065| |Less: Allowance for doubtful trade receivables|(222)|(194)| | |24,005|18,871| |(b) Credit impaired|165|103| |Less: Allowance for doubtful trade receivables|(141)|(92)| | |24|11| | |24,029|18,882| Above balances of trade receivables include balances with related parties (Refer note 35). # 13) Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Balances with banks| | | |In current accounts|2,919|1,211| |In deposit accounts|406|2| |(b) Cheques on hand|2|3| |(c) Cash on hand*|-|-| |(d) Remittances in transit|-|62| | |3,327|1,278| *Represents value less than ` 0.50 crore. # Annual Report 2018-19 # Notes forming part of the Financial Statements # 14) Other balances with banks Other balances with banks consist of the following: | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Earmarked balances with banks| |173|209| |(b) Short-term bank deposits| |5,400|2,000| | |Total|5,573|2,209| Earmarked balances with banks significantly pertains to margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends. # 15) Share capital The authorised, issued, subscribed and fully paid-up share capital comprises of the following: | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |Authorised| | | | |(a) 460,05,00,000 equity shares of ` 1 each| |460|460| |(b) 105,02,50,000 preference shares of ` 1 each| |105|105| | |Total|565|565| | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |Issued, Subscribed and Fully paid up| | | | |(a) 375,23,84,706 equity shares of ` 1 each| |375|191| | |Total|375|191| The Board of Directors of the Company at its meeting held on April 19, 2018, approved a proposal to issue bonus shares in the ratio of one equity share of ` 1 each for every one equity share of ` 1 each held by the shareholders of the Company as on the record date, which was approved by the shareholders by means of an ordinary resolution through a postal ballot."
+"The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to ` 86 crore and capital redemption reserve amounting to ` 106 crore. The Board of Directors of the Company at its meeting held on June 15, 2018, approved a proposal to buyback of upto 7,61,90,476 equity shares of the Company for an aggregate amount not exceeding ` 16,000 crore being 1.99% of the total paid up equity share capital at ` 2,100 per equity share, which was approved by the shareholders by means of a special resolution through a postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 7,61,90,476 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on September 26, 2018. Capital redemption reserve was created to the extent of share capital extinguished (` 8 crore). The excess of cost of buy-back of ` 16,045 crore (including ` 45 crore towards transaction costs of buy-back) over par value of shares was offset from retained earnings. In the previous year, the Company bought back 5,61,40,350 equity shares for an aggregate amount of ` 16,000 crore being 2.85% of the total paid up equity share capital at ` 2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. 210 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (i) Reconciliation of number of shares | | |As at March 31, 2019| |As at March 31, 2018| | | |---|---|---|---|---|---|---| |Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | | | |Equity shares| | | | | | | |Opening balance|191,42,87,591|191| |197,04,27,941|197| | |Issued during the year|191,42,87,591| |192|-|-| | |Shares extinguished on buy-back|(7,61,90,476)| |(8)|(5,61,40,350)| |(6)| |Closing balance|375,23,84,706|375| |191,42,87,591|191| | # (ii) Rights, preferences and restrictions attached to shares Equity shares The Company has one class of equity shares having a par value of ` 1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # (iii) Shares held by Holding Company, its Subsidiaries and Associates | | |As at March 31, 2019| |As at March 31, 2018| | |---|---|---|---|---|---| |Equity shares| | | | | | |Holding company|270,24,50,947 equity shares (March 31, 2018: 137,61,18,911 equity shares) are held by Tata Sons Private Limited|270| | |138| |Subsidiaries and Associates of Holding company|7,220 equity shares (March 31, 2018: 3,610 equity shares) are held by Tata Industries Limited*| | |-|-| |NIL equity share (March 31, 2018: 2,06,000 equity shares) are held by Tata AIG Life Insurance Company Limited*| | | |-|-| |NIL equity shares (March 31, 2018: 7,76,533 equity shares) are held by Tata AIA Life Insurance Company Limited*| | | |-|-| |10,36,269 equity shares (March 31, 2018: 5,27,110 equity shares) are held by Tata Investment Corporation Limited*| | | |-|-| |46,798 equity shares (March 31, 2018: 23,804 equity shares) are held by Tata Steel Limited*| | | |-|-| |766 equity shares (March 31, 2018: 383 equity shares) are held by The Tata Power Company Limited*| | | |-|-| |Total| | | |270|138| *Equity shares having value less than ` 0.50 crore. # Annual Report 2018-19 # Notes forming part of the Financial Statements # (iv) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2019|As at March 31, 2018| | |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|270,24,50,947|137,61,18,911| |% of shareholding|72.02%|71.89%| | # (v) Equity shares movement during the 5 years preceding March 31, 2019 # (a) Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to ` 86 crore and capital redemption reserve amounting to ` 106 crore, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot."
+"# (b) Equity shares extinguished on buy-back The Company bought back 7,61,90,476 equity shares for an aggregate amount of ` 16,000 crore being 1.99% of the total paid up equity share capital at ` 2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. The Company bought back 5,61,40,350 equity shares for an aggregate amount of ` 16,000 crore being 2.85% of the total paid up equity share capital at ` 2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # (c) Equity shares allotted as fully-paid including equity shares fully paid pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. 15,06,983 equity shares of ` 1 each have been issued to the shareholders of TCS e-Serve Limited in terms of the composite scheme of amalgamation sanctioned by the High Court of Judicature at Bombay vide its Order dated September 6, 2013. # (vi) The Company's objective for capital management The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. # 16) Other equity Other equity consist of the following: | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Capital reserve#| |-|-| |(b) Securities premium| | | | |(i) Opening balance| |-|1,919| |(ii) Utilised for buy-back of equity shares*| |-|(1,919)| | | |-|-| |(c) Capital redemption reserve| | | | |(i) Opening balance| |106|100| |(ii) Transfer from retained earnings| |8|6| |(iii) Issue of bonus shares*| |(106)|-| | | |8|106| # Notes forming part of the Financial Statements | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(d) General reserve| | | |(i) Opening balance|-|9,118| |(ii) Transfer to retained earnings|-|-| |(iii) Utilised for buy-back of equity shares*|-|(9,118)| | |-|-| |(e) Special Economic Zone re-investment reserve| | | |(i) Opening balance|1,578|97| |(ii) Transfer from retained earnings|2,750|1,579| |(iii) Transfer to retained earnings|(3,334)|(98)| | |994|1,578| |(f) Retained earnings| | | |(i) Opening balance|74,080|65,965| |(ii) Profit for the year|30,065|25,241| |(iii) Remeasurement of defined employee benefit plans|(14)|86| |(iv) Utilised for buy-back of equity shares*|(15,992)|(4,957)| |(v) Expense relating to buy back of equity shares*|(45)|(42)| |(vi) Issue of bonus shares*|(86)|-| |(vii) Realised loss on equity shares carried at fair value through OCI|(1)|-| |(viii) Transfer from Special Economic Zone re-investment reserve|3,334|98| | |91,341|86,391| |(x) Less: Appropriations| | | |(a) Dividend on equity shares|10,085|9,284| |(b) Tax on dividend|1,339|1,442| |(c) Transfer to capital redemption reserve*|8|6| |(d) Transfer to Special Economic Zone re-investment reserve|2,750|1,579| | |77,159|74,080| |(g) Investment revaluation reserve| | | |(i) Opening balance|(18)|538| |(ii) Realised (gain) / loss on equity shares carried at fair value through OCI|1|-| |(iii) Change during the year (net)|275|(556)| | |258|(18)| |(h) Cash flow hedging reserve (Refer note 29b)| | | |(i) Opening balance|(71)|88| |(ii) Change during the year (net)|175|(159)| | |104|(71)| *Refer note 15. #Represents value less than ` 0.50 crore."
+"Unconsolidated Financial Statements I 213 # Annual Report 2018-19 # Notes forming part of the Financial Statements # Movement in Investment revaluation reserve | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Balance at the beginning of the year|(18)|538| |Net gain / (loss) arising on revaluation of financial assets carried at fair value|(1)|(19)| |Net cumulative (gain) / loss reclassified to retained earnings on sale of financial assets carried at fair value|1|-| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|425|(625)| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(149)|216| |Net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|(196)| |Deferred tax relating to net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|68| |Balance at the end of the year|258|(18)| # Borrowings Borrowings consist of the following: # (A) Borrowings - Non-current (Secured) | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Long-term maturities of finance lease obligations|33|39| Finance lease obligations are secured against property, plant and equipment obtained under finance lease arrangements (Refer note 28). # (B) Borrowings - Current (Unsecured) | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Overdraft from banks|-|181| # Notes forming part of the Financial Statements # 18) Other financial liabilities Other financial liabilities consist of the following: # (A) Other financial liabilities - Non-current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Capital creditors| |3|18| |(b) Others| |229|228| | |Total|232|246| Others include advance taxes paid of ` 226 crore and ` 227 crore as at March 31, 2019 and 2018, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which on refund by the tax authorities is payable to the seller. # (B) Other financial liabilities - Current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Accrued payroll| |2,151|1,667| |(b) Current maturities of finance lease obligations| |6|5| |(c) Unclaimed dividends| |41|28| |(d) Fair value of foreign exchange derivative liabilities| |59|91| |(e) Capital creditors| |257|245| |(f) Liability towards customer contracts| |810|669| |(g) Others| |27|34| | |Total|3,351|2,739| Finance lease obligations are secured against property, plant and equipment obtained under finance lease arrangements (Refer note 28). # 19) Provisions Provisions consist of the following: # (A) Provisions - Non-current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |Provision for foreseeable loss| |-|26| | |Total|-|26| # (B) Provisions - Current | |(` crore)|As at March 31, 2019|As at March 31, 2018| |---|---|---|---| |(a) Provision for foreseeable loss| |150|41| |(b) Other provisions| |24|130| | |Total|174|171| Unconsolidated Financial Statements I 215 # Annual Report 2018-19 # Notes forming part of the Financial Statements # 20) Other liabilities Other liabilities consist of the following: # (A) Other liabilities - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Operating lease liabilities|358|335| | |358|335| # (B) Other liabilities - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Advance received from customers|269|556| |(b) Indirect taxes payable and other statutory liabilities|1,556|1,111| |(c) Operating lease liabilities|47|84| |(d) Others|70|108| | |1,942|1,859| # 21) Revenue Revenue consist of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Consultancy services|121,033|95,150| |Sale of equipment and software licences|2,137|2,206| | |123,170|97,356| Revenue disaggregation by industry vertical is as follows: |Industry vertical|Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Banking, Financial Services and Insurance|45,558|36,405| |Manufacturing|11,568|9,177| |Retail and Consumer Business|22,379|17,467| |Communication, Media and Technology|21,131|17,716| |Others|22,534|16,591| | |123,170|97,356| 216 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Revenue disaggregation by geography is as follows: |Geography|Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Americas|71,554|54,538| |Europe|32,120|25,445| |India|8,277|7,575| |Others|11,219|9,798| |Total|123,170|97,356| Geographical revenue is allocated based on the location of the customers. Information about major customers: No single customer represents 10% or more of the Company's total revenue during the year ended March 31, 2019 and March 31, 2018."
+"While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is ` 68,065 crore out of which 53.87% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Changes in contract assets are as follows: | |Year ended March 31, 2019| |---|---| |Balance at the beginning of the year|2,281| |Revenue recognised during the year|9,578| |Invoices raised during the year|(9,093)| |Translation exchange difference|57| |Balance at the end of the year|2,823| # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2019| |---|---| |Balance at the beginning of the year|1,711| |Revenue recognised that was included in the unearned and deferred revenue at the beginning of the year|(1,648)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|2,418| |Translation exchange difference|(15)| |Balance at the end of the year|2,466| # Annual Report 2018-19 # Notes forming part of the Financial Statements # Reconciliation of revenue recognised with the contracted price is as follows: | |(` crore)| |---|---| |Year ended|March 31, 2019| |Contracted price|125,101| |Reductions towards variable consideration components|(1,931)| |Revenue recognised|123,170| The reduction towards variable consideration comprises of volume discounts, service level credits, etc. # Other income Other income consist of the following: | |(` crore)|Year ended|Year ended| |---|---|---|---| | | |March 31, 2019|March 31, 2018| |(a) Interest income| |2,651|2,388| |(b) Dividend income| |3,571|2,207| |(c) Net gain on investments carried at fair value through profit or loss| |416|662| |(d) Net gain on sale of investments carried at amortised cost| |-|-| |(e) Net gain on sale of investments other than equity shares carried at fair value through OCI| |-|196| |(f) Net gain on disposal of property, plant and equipment| |84|26| |(g) Net foreign exchange gains| |844|265| |(h) Rent income| |7|5| |(i) Other income| |54|54| | |Total|7,627|5,803| Interest income comprises: - Interest on bank balances and bank deposits: 157 (41) - Interest income on financial assets carried at amortised cost: 506 (210) - Interest income on financial assets carried at fair value through OCI: 1,838 (1,727) - Other interest (including interest on income tax refunds): 150 (410) Dividend income comprise: - Dividends from subsidiaries: 3,571 (2,202) - Dividend from mutual fund units / other investments: - (5) # Employee benefits Employee benefit expenses consist of the following: | |(` crore)|Year ended|Year ended| |---|---|---|---| | | |March 31, 2019|March 31, 2018| |(a) Salaries, incentives and allowances| |54,080|47,004| |(b) Contributions to provident and other funds| |3,665|3,165| |(c) Staff welfare expenses| |1,632|1,330| | |Total|59,377|51,499| 218 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Employee benefit obligation consist of the following: # (A) Employee benefit obligation - Non-current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Gratuity liability|7|-| |(b) Other employee benefit obligations|75|62| | |82|82| # (B) Employee benefit obligation - Current | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |(a) Compensated absences|1,756|1,461| |(b) Other employee benefit obligations|20|17| | |1,776|1,776| # Employee benefit plans # Gratuity and pension In accordance with Indian law, the Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"# The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Change in benefit obligations| | | |Benefit obligations, beginning of the year|2,307|2,083| |Service cost|289|273| |Interest cost|190|159| |Remeasurement of the net defined benefit liability|39|(86)| |Benefits paid|(147)|(122)| |Benefit obligations, end of the year|2,678|2,307| # Annual Report 2018-19 # Notes forming part of the Financial Statements | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Change in plan assets| | | |Fair value of plan assets, beginning of the year|2,432|2,156| |Interest income|193|165| |Employers' contributions|171|233| |Benefits paid|(147)|(122)| |Remeasurement - return on plan assets excluding amount included in interest income|22|-| |Fair value of plan assets, end of the year|2,671|2,432| | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Funded status| | | |Deficit of plan assets over obligations|(7)|-| |Surplus of plan assets over obligations|-|125| | |(7)|125| | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Category of assets| | | |Corporate bonds|684|560| |Equity shares|20|116| |Government bonds and securities|1,150|996| |Insurer managed funds|759|713| |Bank balances|6|5| |Others|52|42| |Total|2,671|2,432| # Net periodic gratuity / pension cost, included in employee cost consists of the following components: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Service cost|289|273| |Net interest on net defined benefit (asset) / liability|(3)|(6)| |Net periodic gratuity / pension cost|286|267| |Actual return on plan assets|215|165| # Notes forming part of the Financial Statements # Remeasurement of the net defined benefit (asset) / liability: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Actuarial (gains) and losses arising from changes in demographic assumptions|(17)|16| |Actuarial (gains) and losses arising from changes in financial assumptions|-|(85)| |Actuarial (gains) and losses arising from changes in experience adjustments|56|(17)| |Remeasurement of the net defined benefit liability|39|(86)| |Remeasurement - return on plan assets excluding amount included in interest income|(22)|-| |Total|17|(86)| # The assumptions used in accounting for the defined benefit plan are set out below: File: AR_TCS_2018_2019.md | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Discount rate|7.75%|7.75%| |Rate of increase in compensation levels of covered employees|6.00%|6.00%| |Rate of return on plan assets|7.75%|7.75%| |Weighted average duration of defined benefit obligations|8 years|8 years| The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2019. The Company is expected to contribute ` 315 crore to defined benefit plan obligations funds for the year ending March 31, 2020. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. # If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Increase of 0.50%|(100)|(79)| |Decrease of 0.50%|108|85| # If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Increase of 0.50%|109|85| |Decrease of 0.50%|(102)|(80)| # Annual Report 2018-19 # Notes forming part of the Financial Statements The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumption may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study."
+"The defined benefit obligations shall mature after year ended March 31, 2019 as follows: |Year ending March 31,|Defined benefit obligations| |---|---| |2020|241| |2021|223| |2022|233| |2023|233| |2024|230| |2025-2029|1,155| # Provident fund In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in statement of profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. The details of fund and plan assets are given below: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Fair value of plan assets|14,555|13,084| |Present value of defined benefit obligations|(14,555)|(13,084)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. # Notes forming part of the Financial Statements The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |Discount rate|7.75%|7.75%| |Average remaining tenure of investment portfolio|8.38 years|7.95 years| |Guaranteed rate of return|8.65%|8.55%| The Company contributed ` 856 crore and ` 795 crore for the years ended March 31, 2019 and 2018, respectively, to the provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. The Company recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. The Company contributed ` 232 crore and ` 222 crore for the years ended March 31, 2019 and 2018, respectively, to the Employees' Superannuation Fund. # Foreign defined contribution plan The Company contributed ` 475 crore and ` 331 crore for the years ended March 31, 2019 and 2018, respectively, towards foreign defined contribution plans. # Cost of equipment and software licenses Cost of equipment and software licenses consist of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |(a) Raw materials, sub-assemblies and components consumed|40|86| |(b) Equipment and software licences purchased|1,963|1,920| | |2,003|2,006| |Finished goods and work-in-progress| | | |Opening stock|-|1| |Less: Closing stock*|-|-| | |-|1| *Represents value less than ` 0.50 crore. Unconsolidated Financial Statements I 223 # Annual Report 2018-19 # Notes forming part of the Financial Statements # 25) Other expenses Other expenses consist of the following: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |(a) Fees to external consultants|12,259|6,415| |(b) Facility expenses|3,275|3,079| |(c) Travel expenses|2,718|2,179| |(d) Communication expenses|837|710| |(e) Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|188|95| |(f) Other expenses|7,549|3,568| |Total|26,826|16,046| Other expenses include ` 3,897 crore and ` 255 crore for the years ended March 31, 2019 and March 31, 2018, respectively, towards sales, marketing and advertisement expenses. The Company made a contribution to an electoral trust of ` 220 crore and NIL for the years ended March 31, 2019 and 2018, respectively, which is included in other expenses. # 26) Research and development expenditure Research and development expenditure including capital expenditure aggregating ` 305 crore and ` 295 crore was incurred in the years ended March 31, 2019 and 2018, respectively."
+"# 27) Corporate Social Responsibility (CSR) As per section 135 of the Companies Act, 2013, amount required to be spent by the Company during the year ended March 31, 2019 and 2018 is ` 542 crore and ` 497 crore, respectively, computed at 2% of its average net profit for the immediately preceding three financial years, on Corporate Social Responsibility (CSR). The Company incurred an amount of ` 434 crore and ` 400 crore during the year ended March 31, 2019 and 2018, respectively, towards CSR expenditure for purposes other than construction / acquisition of any asset. # 28) Leases The Company has taken on lease properties and equipment under operating lease arrangements. Most of the leases include renewal and escalation clauses. Operating lease rent expenses were ` 1,468 crore and ` 1,431 crore for the years ended March 31, 2019 and 2018, respectively. The following is a summary of future minimum lease rental commitments towards non-cancellable operating leases and finance leases: |Operating lease|As at March 31, 2019|As at March 31, 2018| |---|---|---| |Due within one year|561|557| |Due in a period between one year and five years|1,914|1,973| |Due after five years|1,957|2,443| |Total minimum lease commitments|4,432|4,973| 224 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements | |As at March 31, 2019|As at March 31, 2019|As at March 31, 2018|As at March 31, 2018| |---|---|---| |Finance lease|Minimum lease commitments|Present value of minimum lease commitments|Minimum lease commitments|Present value of minimum lease commitments| |Due within one year|12|6|11|5| |Due in a period between one year and five years|44|33|46|30| |Due after five years|-|-|10|9| |Total minimum lease commitments|56|39|67|44| |Less: Interest|(17)| |(23)| | |Present value of minimum lease commitments|39| |44| | | |As at March 31, 2019|As at March 31, 2019|As at March 31, 2018|As at March 31, 2018| |---|---|---| |Receivables under sub-leases| | | | | |Due within one year|7| |5| | |Due in a period between one year and five years|18| |15| | |Due after five years|1| |3| | |Total|26| |23| | Income under sub-leases of ` 7 crore and ` 5 crore have been recognised in the statement of profit and loss for the year ended March 31, 2019 and March 31, 2018, respectively. # 29) Financial instruments The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2(j) to the financial statements. Unconsolidated Financial Statements I 225 # Annual Report 2018-19 # Notes forming part of the Financial Statements # (a) Financial assets and liabilities The carrying value of financial instruments by categories as of March 31, 2019 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|3,327|3,327| |Bank deposits|-|-|-|-|5,400|5,400| |Earmarked balances with banks|-|-|-|-|173|173| |Investments (other than in subsidiary)|3,018|24,772|-|-|490|28,280| |Trade receivables|-|-|-|-|24,124|24,124| |Unbilled receivables|-|-|-|-|4,776|4,776| |Loans receivables|-|-|-|-|7,020|7,020| |Other financial assets|-|-|237|347|1,594|2,178| |Total|3,018|24,772|237|347|46,904|75,278| Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables|-|-|-|-|7,692|7,692| |Borrowings|-|-|-|-|33|33| |Other financial liabilities|-|-|-|59|3,524|3,583| |Total|-|-|-|59|11,249|11,308| *Loans receivables include inter-corporate deposits of ` 6,750 crore, with original maturity period within 24 months. The carrying value of financial instruments by categories as of March 31, 2018 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|1,278|1,278| |Bank deposits|-|-|-|-|2,000|2,000| |Earmarked balances with banks|-|-|-|-|209|209| |Investments (other than in subsidiary)|9,160|25,975|-|-|-|35,135| |Trade receivables|-|-|-|-|18,976|18,976| |Unbilled revenue|-|-|-|-|5,509|5,509| |Loans receivables|-|-|-|-|4,296|4,296| |Other financial assets|-|-|34|55|1,222|1,311| |Total|9,160|25,975|34|55|33,490|68,714| Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables|-|-|-|-|4,775|4,775| |Borrowings|-|-|-|-|220|220| |Other financial liabilities|-|-|25|66|2,894|2,985| |Total|-|-|25|66|7,889|7,980| *Loans receivables include inter-corporate deposits of ` 4,000 crore, with original maturity period within 24 months. 226 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements Carrying amounts of cash and cash equivalents, trade receivables, unbilled receivables (previous year: unbilled revenue), loans receivables and trade payables as at March 31, 2019 and March 31, 2018 approximate the fair value. Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the periods presented."
+"# Fair value hierarchy: The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Financial assets and liabilities measured at fair value The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are required): |As at March 31, 2019|Level| | | |Total| |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets|Mutual fund units|2,955|63|-|3,018| | |Equity shares|-|-|-|-| | |Government bonds and securities|23,566|-|-|23,566| | |Certificate of deposits|491|-|-|491| | |Corporate bonds|1,206|-|-|1,206| | |Derivative financial assets|-|584|-|584| |Total|28,218|647| |-|28,865| |As at March 31, 2018|Level| | | |Total| |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | | |Financial assets|Mutual fund units|9,101|59|-|9,160| | |Equity shares|-|-|3|3| | |Government bonds and securities|25,217|-|-|25,217| | |Corporate bonds|755|-|-|755| | |Derivative financial assets|-|89|-|89| |Total|35,073|148|3| |35,224| # Financial liabilities |Derivative financial liabilities|-|91|-|91| |---|---|---|---|---| |Other financial liabilities|-|-|-|-| |Total|-|91|-|91| # Annual Report 2018-19 # Notes forming part of the Financial Statements # Reconciliation of Level 3 fair value measurement is as follows: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Balance at the beginning of the year|3|22| |Disposals during the year|(3)|-| |Impairment in value of investments|-|(19)| |Balance at the end of the year|-|3| # (b) Derivative financial instruments and hedging activity The Company's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Company to currency fluctuations. The Board of Directors of the Company has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Company which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Company uses various derivative instruments such as foreign exchange forwards, currency option and futures contracts in which the counter party is generally a bank. # Outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount of contracts (` crore)|Fair value (` crore)|No. of contracts|Notional amount of contracts (` crore)|Fair value (` crore)| |---|---|---|---|---|---|---| |US Dollar|28|1,000|128|24|1,466|20| |Great Britain Pound|24|177|23|34|263|(23)| |Euro|33|239|50|26|216|1| |Australian Dollar|26|181|22|21|150|12| |Canadian Dollar|21|99|14|-|-|-| # Movement in cash flow hedging reserve for derivatives designated as cash flow hedges: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Balance at the beginning of the year|(2)|105| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(488)|(127)| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|94|15| |Change in the fair value of effective portion of cash flow hedges|641|5| |Deferred tax on fair value of effective portion of cash flow hedges|(111)|-| |Balance at the end of the year|134|(2)| 228 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements In addition to the above cash flow hedges, the Company has outstanding foreign exchange forward, currency options and futures contracts with notional amount aggregating ` 34,593 crore and ` 22,404 crore whose fair value showed a net gain of ` 288 crore and net loss of ` 12 crore as at March 31, 2019 and 2018, respectively. Although these contracts are effective as hedges from an economic perspective, they do not qualify for hedge accounting."
+"Exchange gain of ` 405 crore and exchange loss of ` 52 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the consolidated statement of profit and loss for the years ended March 31, 2019 and 2018, respectively. Net foreign exchange gains include gain of ` 30 crore and exchange loss of ` 213 crore transferred from cash flow hedging reserve for the years ended March 31, 2019 and 2018, respectively. Net gain on derivative instruments of ` 104 crore recognised in cash flow hedging reserve as at March 31, 2019, is expected to be transferred to the statement of profit and loss by March 31, 2020. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2019. # Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies. | |As at March 31, 2019|As at March 31, 2018| |---|---|---| |10% Appreciation of the underlying foreign currencies|(64)|(323)| |10% Depreciation of the underlying foreign currencies|1,370|1,054| # (c) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company. # i. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. # a) Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currency of the various operations of the Company against major foreign currencies may impact the Company's revenue in international business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the functional currency of the Company. The following analysis has been worked out based on the net exposures of the Company as of the date of balance sheet which could affect the statements of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Company as disclosed in note 29(b). # Annual Report 2018-19 # Notes forming part of the Financial Statements The following table sets forth information relating to foreign currency exposure as at March 31, 2019: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|4,431|275|837|1,203| |Net financial liabilities|4,044|178|414|377| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease / increase in the Company's profit before taxes by approximately ` 173 crore for the year ended March 31, 2019."
+"The following table sets forth information relating to foreign currency exposure as at March 31, 2018: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|3,783|431|944|1,218| |Net financial liabilities|3,077|323|761|541| 10% appreciation / depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease / increase in the Company's profit before taxes by approximately ` 168 crore for the year ended March 31, 2018. # b) Interest rate risk The Company's investments are primarily in fixed rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk. # ii. Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled receivables, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of ` 6,750 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of ` 4,850 crore held with two Indian banks having high credit rating which are individually in excess of 10% or more of the Company's total bank deposits as at March 31, 2019. None of the other financial instruments of the Company result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was ` 75,278 crore and ` 68,711 crore as at March 31, 2019, and 2018, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, unbilled receivables (previous year: unbilled revenue), contract assets and other financial assets. The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable, unbilled receivables (previous year: unbilled revenue) and contract assets as at March 31, 2019 and March 31, 2018. 230 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances), unbilled receivables (previous year: unbilled revenue) and contract assets is as follows: | |As at March 31, 2019|As at March 31, 2019|As at March 31, 2018|As at March 31, 2018| |---|---|---| | |Gross%|Net%|Gross%|Net%| |United States of America|49.42|50.53|39.37|40.41| |India|16.45|14.87|19.47|17.87| |United Kingdom|15.39|15.55|17.18|17.35| Geographical concentration of trade receivables, unbilled receivables (previous year: unbilled revenue) and contract assets is allocated based on the location of the customers. # iii. Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due. # Contractual maturities of significant financial liabilities as at: # March 31, 2019 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|7,692|-|-|-|7,692| |Borrowings|-|11|33|-|44| |Other financial liabilities|3,286|1|227|4|3,518| | |10,978|12|260|4|11,254| |Derivative financial liabilities|59|-|-|-|59| |Total|11,037|12|260|4|11,313| # March 31, 2018 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|4,775|-|-|-|4,775| |Borrowings|181|12|34|10|237| |Other financial liabilities|2,648|19|227|-|2,894| | |7,604|31|261|10|7,906| |Derivative financial liabilities|91|-|-|-|91| |Total|7,695|31|261|10|7,997| Unconsolidated Financial Statements I 231 # Annual Report 2018-19 # Notes forming part of the Financial Statements # 30) Earnings Per Share (EPS) | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Profit for the year (` crore)|30,065|25,241| |Weighted average number of equity shares|378,97,49,350|384,91,85,612| |Earnings per share basic and diluted (`)|79.34|65.57| |Face value per equity share (`)|1|1| Pursuant to issue of bonus shares, the weighted average number of equity shares and earnings per share of the previous periods have been accordingly re-stated. # 31) Auditors remuneration | |As at March 31, 2019 (` crore)|As at March 31, 2018 (` crore)| |---|---|---| |Services as statutory auditors (including quarterly audits)|7|7| |Tax audit|1|1| |Services for tax matters|-*|-*| |Other services|4|4| |Re-imbursement of out-of-pocket expenses|-*|-*| *Represents value less than ` 0.50 crore."
+"# 32) Segment information The Company publishes the unconsolidated financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. # 33) Commitments and Contingencies # Capital commitments File: AR_TCS_2018_2019.md The Company has contractually committed (net of advances) ` 1,258 crore and ` 760 crore as at March 31, 2019 and 2018, respectively, for purchase of property, plant and equipment. # Contingencies # Direct tax matters Refer note 9. # Indirect tax matters The Company has ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company has demands amounting to ` 325 crore and ` 275 crore as at March 31, 2019 and 2018, respectively from various indirect tax authorities which are being contested by the Company based on the management evaluation and on the advice of tax consultants. # Other claims Claims aggregating ` 3,138 crore and ` 2,977 crore as at March 31, 2019 and 2018, respectively, against the Company have not been acknowledged as debts. In October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's proprietary information. In April 2016, the Company received an unfavourable jury verdict awarding damages totaling ` 6,499 crore (US $ 940 million) to Epic. 232 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements In September 2017, the Company received a Court order reducing the damages from ` 6,499 crore (US $ 940 million) to ` 2,904 crore (US $ 420 million) to Epic. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for ` 3,042 crore (US $ 440 million) as financial security in order to stay execution of the judgment pending post-judgment proceedings and appeal. Pursuant to reaffirmation of the court order in March 2019, the Company has filed a notice of appeal in the superior Court to fully set aside the Order. The Company has received legal advice to the effect that the order and the reduced damages awarded are not supported by evidence presented during the trial. Accordingly, an amount of ` 3,042 crore (US $ 440 million) is disclosed as contingent liability which is included in the claims not acknowledged as debts. # Bank guarantees and letters of comfort The Company has given letter of comfort to bank for credit facilities availed by its subsidiary Tata America International Corporation. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The Company has provided guarantees to third parties on behalf of its subsidiaries. The Company does not expect any outflow of resources in respect of the above. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. # Micro and small enterprises | |As at March 31, 2019|As at March 31, 2019|As at March 31, 2018|As at March 31, 2018| |---|---|---| | |Principal|Interest|Principal|Interest| |Amount due to vendor|22|-|6|-| |Principal amount paid (includes unpaid) beyond the appointed date|33|-|18|-| |Interest due and payable for the year*|-|-|-|-| |Interest accrued and remaining unpaid|-|1|-|-| *Represents value less than ` 0.50 crore. Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. Unconsolidated Financial Statements I 233 # Annual Report 2018-19 # Notes forming part of the Financial Statements # 35) Related party transactions The Company's principal related parties consist of its holding company, Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enter into transactions in the ordinary course of business. Refer note 34 of consolidated financial statement for list of subsidiaries of the Company."
+"Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue|27|15,999|266|2,215|-|18,507| |Dividend income|-|3,571|-|-|-|3,571| |Rent income|-|7|-|-|-|7| |Other income|-|38|-|-|-|38| |Purchases of goods and services (including reimbursements)|1|8,178|415|369|-|8,963| |Brand equity contribution|101|-|-|-|-|101| |Facility expenses|1|-|37|15|-|53| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|(7)|-|-|(7)| |Contribution to employees post employment benefit plans|-|-|-|-|816|816| |Purchase of property, plant and equipment|-|-|2|48|-|50| |Loans and advances given|-|6|2|1|-|9| |Loans and advances recovered|-|1|-|3|-|4| |Dividend paid|7,254|-|3|-|-|7,257| |Guarantees given|-|13|-|-|-|13| |Buy-back of shares|10,455|-|4|-|-|10,459| |Cost recovery|-|2,302|-|-|-|2,302| |Issue of bonus shares1|-|-|-|-|-|-| 1Refer note 15. 234 I Unconsolidated Financial Statements # Notes forming part of the Financial Statements # (` crore) # Year ended March 31, 2018 |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue|13|57,747|260|1,992|60,012| |Dividend income|-|2,201|-|-|2,201| |Rent income|-|5|-|-*|5| |Other income|-|34|-|-*|34| |Purchases of goods and services (including reimbursements)|5|3,009|31|549|3,594| |Brand equity contribution|114|-|-|-|114| |Facility expenses|1|8|34|6|49| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-*|-*|5|5|10| |Contribution to employees post employment benefit plans|-|-|-|-|818| |Purchase of property, plant and equipment|-|-|6|45|51| |Loans and advances given|-|1|-*|-*|1| |Loans and advances recovered|-|-|-*|5|5| |Dividend paid|6,826|-|3|2|6,831| |Guarantees given|-|1,873|-|-|1,873| |Buy-back of shares|10,278|-|7|21|10,306| |Cost recovery|-|2,045|-|-|2,045| *Represents value less than ` 0.50 crore. # Balances receivable from related parties are as follows: # (` crore) # As at March 31, 2019 |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Trade receivables and unbilled receivables|6|4,332|97|644|5,079| |Loans receivables, other financial assets and other assets|2|6|28|6|42| |Total|8|4,338|125|650|5,121| Unconsolidated Financial Statements I 235 # Annual Report 2018-19 # Notes forming part of the Financial Statements | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade receivables and unbilled revenue|8|10,140|122|637|-|10,907| |Loans receivables, other financial assets and other assets|3|1|27|7|-|38| |Total|11|10,141|149|644|-|10,945| # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|91|3,195|102|129|-|3,517| |Commitments|-|4,263|14|53|-|4,330| # As at March 31, 2018 | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|90|2,006|22|203|-|2,321| |Commitments|-|4,343|-|-|-|4,343| # Transactions with key management personnel are as follows: | |Year ended March 31, 2019|Year ended March 31, 2018| |---|---|---| |Short-term benefits|33|27| |Dividend paid during the year|1|1| |Total|34|28| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. # Notes forming part of the Financial Statements 36) The sitting fees and commission paid to non-executive directors is ` 12 crore and ` 13 crore as at March 31, 2019 and 2018, respectively. 37) Subsequent event Dividends paid during the year ended March 31, 2019 include an amount of ` 29 per equity share towards final dividend for the year ended March 31, 2018 and an amount of ` 12 per equity share towards interim dividends for the year ended March 31, 2019. Dividends paid during the year ended March 31, 2018 include an amount of ` 27.50 per equity share towards final dividend for the year ended March 31, 2017 and an amount of ` 21 per equity share towards interim dividends for the year ended March 31, 2018. Dividends declared by the Company are based on the profit available for distribution. Distribution of dividends out of general reserve and retained earnings is subject to applicable dividend distribution tax. On April 12, 2019, the Board of Directors of the Company have proposed a final dividend of ` 18 per share in respect of the year ended March 31, 2019 subject to the approval of shareholders at the Annual General Meeting."
+"The proposal is subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately ` 8,142 crore, inclusive of corporate dividend tax of ` 1,388 crore. As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Partner Membership No: 049265 Mumbai, April 12, 2019 For and on behalf of the Board N Chandrasekaran Chairman V Ramakrishnan CFO O P Bhatt Director Hanne Birgitte Breinbjerg Sorensen Director Rajesh Gopinathan CEO and Managing Director Aman Mehta Director Aarthi Subramanian Director Dr Pradeep Kumar Khosla Director N Ganapathy Subramaniam COO and Executive Director Dr Ron Sommer Director Keki M Mistry Director Daniel Hughes Callahan Director Rajendra Moholkar Company Secretary Unconsolidated Financial Statements I 237 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 # Annual Report 2018-19 # relating to subsidiary companies |Sr. No.| |Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APTOnline Limited|August 9, 2004|April 1, 2018|March 31, 2019|INR|1.000000|2|86|171|83|31|154|35|10|25|13|89%|India| | |2|MP Online Limited|September 8, 2006|April 1, 2018|March 31, 2019|INR|1.000000|1|94|126|31|11|77|29|8|21|11|89%|India| | |3|C-Edge Technologies Limited|January 19, 2006|April 1, 2018|March 31, 2019|INR|1.000000|10|189|279|80|-|274|99|35|64|29|51%|India| | |4|MahaOnline Limited|September 23, 2010|April 1, 2018|March 31, 2019|INR|1.000000|3|63|138|72|25|79|21|6|15|7|74%|India| | |5|CMC Americas, Inc.|August 9, 2004|April 1, 2018|March 31, 2019|USD|69.136300|11|65|110|34|-|199|44|14|30|-|100%|U.S.A.| | |6| |TCS e-Serve International Limited|December 31, 2008|April 1, 2018|March 31, 2019|INR|1.000000|10|138|767|619|46|1,197|(91)|(33)|(58)|-|100%|India| |7|TCS e-Serve America, Inc.|February 10, 2009|January 1, 2018|December 31, 2018|USD|69.136300|2|53|85|30|-|286|39|9|30|-|100%|U.S.A.| | |8|Diligenta Limited|August 23, 2005|January 1, 2018|December 31, 2018|GBP|90.077640|9|930|1,803|864|509|3,012|273|52|221|-|100%|U.K.| | |9| |Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2018|March 31, 2019|CAD|51.513524|36|769|1,526|721|-|5,006|542|146|396|-|100%|Canada| |10| |Tata America International Corporation|August 9, 2004|April 1, 2018|March 31, 2019|USD|69.136300|1|2,336|4,017|1,680|121|4,072|632|(1,121)|1,753|-|100%|U.S.A.| |11| |Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2018|March 31, 2019|USD|69.136300|30|500|1,003|473|522|1,837|123|14|109|-|100%|Singapore| |12| |Tata Consultancy Services (China) Co., Ltd.|November 16, 2006|January 1, 2018|December 31, 2018|CNY|10.297794|208|(33)|252|77|-|738|28|(4)|32|-|93.2%|China| |13| |Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2018|March 31, 2019|JPY|0.624030|270|868|2,032|894|-|4,662|279|87|192|-|51%|Japan| |14| |Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2018|March 31, 2019|MYR|16.937699|3|140|259|116|-|497|19|5|14|-|100%|Malaysia| |15| |PT Tata Consultancy Services Indonesia|October 5, 2006|April 1, 2018|March 31, 2019|IDR|0.004852|-|32|53|21|-|65|18|5|13|-|100%|Indonesia| |16| |Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2018|March 31, 2019|PHP|1.314953|(36)|222|300|114|-|503|15|1|14|-|100%|Philippines| |17| |Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2018|March 31, 2019|THB|2.178207|2|15|23|6|-|47|4|1|3|-|100%|Thailand| |18| |Tata Consultancy Services Belgium|August 9, 2004|April 1, 2018|March 31, 2019|EUR|77.619315|1|337|601|263|-|1,584|223|68|155|-|100%|Belgium| |19| |Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2018|March 31, 2019|EUR|77.619315|1|525|1,288|762|-|4,053|320|101|219|-|100%|Germany| |20| |Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2018|March 31, 2019|SEK|7.453566|-|460|1,102|642|-|2,861|220|51|169|-|100%|Sweden| |21| |Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2018|March 31, 2019|EUR|77.619315|512|2,714|4,074|848|1,489|4,371|399|(385)|784|-|100%|Netherlands| |22|TCS Italia s.r.l.|August 9, 2004|April 1, 2018|March 31, 2019|EUR|77.619315|17|4|161|140|-|395|20|8|12|-|100%|Italy| | |23| |Tata Consultancy Services Luxembourg S.A.|October 28, 2005|April 1, 2018|March 31, 2019|EUR|77.619315|43|38|128|47|-|222|40|10|30|-|100%|Capellen (G.D. de Luxembourg)| |24| |Tata Consultancy Services Switzerland Ltd.|October 31, 2006|April 1, 2018|March 31, 2019|CHF|69.462775|10|272|789|507|-|2,076|175|35|140|-|100%|Switzerland| |25| |Tata Consultancy Services Osterreich GmbH|March 9, 2012|April 1, 2018|March 31, 2019|EUR|77.619315|-|5|12|7|-|27|4|-|4|-|100%|Austria| |26| |Tata Consultancy Services Danmark ApS|March 16, 2012|April 1, 2018|March 31, 2019|DKK|10.398469|1|3|26|22|-|49|1|-|1|-|100%|Denmark| |27| |Tata Consultancy Services De Espana S.A.|August 9, 2004|April 1, 2018|March 31, 2019|EUR|77.619315|-|25|133|108|-|266|2|(3)|5|-|100%|Spain| |28|Tata Consultancy Services (Portugal) Unipessoal, Limitada|July 4, 2005|April 1, 2018|March 31, 2019|EUR|77.619315|-|(3)|21|24|-|25|5|-|5|-|100%|Portugal| | |29| |Tata Consultancy Services France SA|June 28, 2013|April 1, 2018|March 31, 2019|EUR|77.619315|3|(381)|901|1,279|-|1,581|(36)|14|(50)|-|100%|France| |30| |Tata Consultancy Services Saudi Arabia|July 2, 2015|April 1, 2018|March 31, 2019|SAR|18.433397|7|168|213|38|-|376|88|18|70|-|76%|Saudi Arabia| |31| |Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|April 1, 2018|March 31, 2019|ZAR|4.750754|7|44|51|-|51|-|32|-|32|-|100%|South Africa| |32| |Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|April 1, 2018|March 31, 2019|ZAR|4.750754|9|70|333|254|-|828|49|14|35|-|100%|South Africa| |33|TCS FNS Pty Limited|October 17, 2005|April 1, 2018|March 31, 2019|AUD|49.003809|183|(35)|164|16|164|-|29|-|29|-|100%|Australia| | |34| |TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|January 1, 2018|December 31, 2018|CNY|10.297794|38|(22)|63|47|-|69|6|-|6|-|100%|China| |35| |TCS Financial Solutions Australia Holdings Pty Limited|October 19, 2005|April 1, 2018|March 31, 2019|AUD|49.003809|68|(20)|48|-|1|25|-|25|-|100%|Australia| | |36| |TCS Financial Solutions Australia Pty Limited|October 19, 2005|April 1, 2018|March 31, 2019|AUD|49.003809|-|133|171|38|35|70|51|13|38|-|100%|Australia| |37|TCS Iberoamerica S.A.|August 9, 2004|April 1, 2018|March 31, 2019|USD|69.136300|680|763|1,492|49|1,491|-|231|22|209|-|100%|Uruguay| | |38|TCS Solution Center S.A.|August 9, 2004|April 1, 2018|March 31, 2019|UYU|2.055181|74|148|355|133|-|689|110|28|82|-|100%|Uruguay| | |39| |Tata Consultancy Services Argentina S.A.|August 9, 2004|April 1, 2018|March 31, 2019|ARS|1.584932|7|11|69|51|-|38|(16)|-|(16)|-|100%|Argentina| |40| |Tata Consultancy Services Do Brasil Ltda|August 9, 2004|January 1, 2018|December 31, 2018|BRL|17.721804|312|(154)|357|199|-|608|21|(64)|85|-|100%|Brazil| # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |41|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2018|December 31, 2018|MXN|3.577428|1|813|1,173|359|-|2,090|338|136|202|-|100%|Mexico| |42|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2018|December 31, 2018|CLP|0.101417|172|298|553|83|68|483|37|(6)|43|-|100%|Chile| |43|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2018|December 31, 2018|CLP|0.101417|155|171|347|21|326|31|103|2|101|-|100%|Chile| |44|TATASOLUTION CENTER S.A.|December 28, 2006|January 1, 2018|December 31, 2018|USD|69.136300|21|49|183|113|-|555|52|17|35|-|100%|Ecuador| |45|TCS Uruguay S.A.|January 1, 2010|April 1, 2018|March 31, 2019|UYU|2.055181|-|62|108|46|4|227|44|1|43|-|100%|Uruguay| |46|MGDC S.C.|January 1, 2010|January 1, 2018|December 31, 2018|MXN|3.577428|-|201|348|147|-|1,279|117|47|70|-|100%|Mexico| |47|Technology Outsourcing S.A.C.|October 30, 2015|January 1, 2018|December 31, 2018|PEN|20.819170|11|-|22|11|-|68|6|2|4|-|100%|Peru| |48|Tata Consultancy Services Qatar S.S.C.|December 20, 2011|April 1, 2018|March 31, 2019|QAR|18.894862|4|39|55|12|-|43|11|1|10|-|100%|Qatar| |49|W12 Studios Limited|October 31, 2018|April 1, 2018|March 31, 2019|GBP|90.077640|-|23|34|11|-|10|2|1|1|-|100%|U.K.| |50|TCS Foundation|March 25, 2015|April 1, 2018|March 31, 2019|INR|1.000000|1|712|719|6|80|-|76|-|76|-|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2019. 2. Proposed dividend includes dividend proposed during the year but not paid. 3. CMC eBiz, Inc. was liquidated w.e.f. June 19, 2018. 4. W12 Studios Limited was acquired w.e.f. October 31, 2018. 5. Tata Consultancy Services Argentina S.A. has become a wholly owned subsidiary w.e.f. September 6, 2018. # As per our report of even date attached # For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran V Ramakrishnan O P Bhatt Hanne Birgitte Breinbjerg Sorensen Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Rajesh Gopinathan Aman Mehta Aarthi Subramanian Dr Pradeep Kumar Khosla Partner CEO and Managing Director Director Director Membership No: 049265 N Ganapathy Subramaniam Dr Ron Sommer Keki M Mistry Daniel Hughes Callahan COO and Executive Director Director Director Rajendra Moholkar Mumbai, April 12, 2019 Company Secretary # Glossary # ADM See Application Development and Maintenance # Agile Traditional methods of software development, which work in phases and are milestone focused, make it hard to keep up with today's time-to-market demands. Agile represents a collaborative approach for IT and business teams to develop software incrementally and faster. TCS is pioneering the Location Independent Agile delivery model, that allows for deployment at scale, and helps customers whose own organizations are globally distributed to execute large transformational programs quickly while ensuring stability and quality. # Agile Workspaces Agile workspaces are key enablers of TCS' Location Independent Agile model, and represent the next generation work environments that facilitate greater collaboration amongst teams. It is characterized by partition-less open offices, informal seating, interactive surfaces for information capture, and modern collaboration devices for increased productivity. # AI See Artificial Intelligence # Amortization Amortization is an accounting concept similar to depreciation, but used to measure the consumption of intangible assets. # Analytics In the enterprise context, this is the discovery, interpretation, and communication of meaningful patterns in business data to predict and improve business performance. # APAC Acronym for Asia Pacific # API See Application Programming Interface # APIfication The process of exposing a discrete business function or data within an enterprise's systems through APIs. # Application Development and Maintenance Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software over its lifetime. # Application Programming Interface APIs are a set of easily accessible protocols for communication among various software components. # AR See Augmented Reality # Artificial Intelligence AI is technology that appears to emulate human performance typically by learning, coming to its own conclusions, appearing to understand complex content, engaging in natural dialogs with people, augmenting human effort or replacing people on execution of non-routine tasks. Also known as Cognitive Computing. # Attrition Attrition measures what portion of the workforce left the organization (voluntarily and involuntarily) over the last 12 months (LTM). Attrition (LTM) = Total number of departures in the LTM / closing headcount # Assets Under Custody Assets Under Custody is a measure of the total assets for which a financial institution, typically a custodian bank, provides custodian services. # AUC See Assets Under Custody # Augmented Reality Augmented Reality is a technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction. # Automation Automation is the execution of work by machines in accordance with rules that have either been explicitly coded by a human or 'learned' by the machine through pattern recognition of data. Popular types include Robotic Process Automation and Cognitive Automation."
+"# Basis Point A basis point is one hundredth of a percentage point, that is, 0.01 percent. # BFSI # Big Data Big Data is high volume, high velocity, and/or high variety information assets that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization. # Blockchain Blockchain is a distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision. # Business 4.0 Business 4.0 is TCS' thought leadership framework that helps enterprises leverage technology to further their growth and transformation agenda. Successful enterprises in the Business 4.0 epoch are ones which use technology to deliver mass personalization, leverage ecosystems, embrace risk and create exponential value. Such enterprises are agile, intelligent, automated and on the cloud. # BPaaS BPaaS refers to the delivery of BPS over a cloud computing model. Whereas traditional BPS relies on labor arbitrage to reduce costs, BPaaS aggregates demand using the cloud, servicing multiple customers with a single instance, multi-tenant platform and shared services, thereby delivering significant operating efficiencies. The pricing model is usually outcome based. # Business Process as a Service Designing, enabling, and executing business operations including data management, analytics, interactions and experience management. # Buyback Buyback is a corporate action in which a company returns excess cash to shareholders by buying back its shares from them and subsequently extinguishing those shares. The number of shares outstanding in the market correspondingly reduces. # CAGR CAGR is the annual growth rate between any two points in time, assuming that it has been compounding during that period. # CBO CBO refers to an integrated offering where TCS takes responsibility for the outcome of an entire slice of the customers' operations, and uses cognitive automation to transform the key elements of that operational stack. # CC See Constant Currency # Chatbots Chatbots are computer programs designed to simulate conversation with human users, especially over the internet. They are typically used in dialog systems for various practical purposes like customer service or information acquisition. # Cloud # Cloud Computing Cloud computing is the delivery of easily provisionable computing resources - servers, storage, databases, networking, software, analytics and more - over the Internet, consumed on a pay-as-you-go basis. # CMT Acronym for Communication, Media and Technology # Cognitive Automation Cognitive Automation is the use of AI and Machine Learning to automate relatively more complex tasks that require reasoning capability and contextual awareness. TCS' ignio™ is one of the leading cognitive automation software products in the market today. # Cognitive Business Operations See Artificial Intelligence # COIN TCS uses COIN to harness the innovation taking place within the start-up ecosystem, including venture capitalists and academia globally, and incorporate it into business solutions for customers. # Constant Currency Constant Currency is the basis for restating the current period's revenue growth after eliminating the impact of movements in exchange rates during the period. Glossary I 241 # Annual Report 2018-19 # Contract Assets Contract assets are recognized when there is excess of revenue earned over billings on contracts. # Core Banking System Core banking system is a back-end system that processes daily banking transactions and posts updates to accounts and other financial records. Core banking systems typically include deposit, loan and credit processing capabilities, with interfaces to general ledger systems and reporting tools. # Cyber Security Cyber Security is the body of technologies, processes and practices designed to protect networks, computers, programs and data from attack, damage or unauthorized access. In a computing context, security includes both cyber security and physical security. # Days' Sales Outstanding (DSO) Days' Sales Outstanding is a popular way of depicting the Trade Receivable relative to the Company's Revenue. DSO = Trade Receivable * 365 / Revenue # Depreciation Depreciation is a method of allocating the cost of a tangible long-term asset over its useful life. It is a non-cash accounting entry found in the statement of profit and loss. # DevOps DevOps represents a new way of working to rapidly deploy new releases of a software in production using high levels of automation and tooling. TCS recommends adoption of DevOps, along with Agile for speed to market. # Digital Digital is used to represent new age technologies such as Social Media, Mobility, Analytics, Big Data, Cloud, Artificial Intelligence and Internet of Things. Increasingly, with these technologies becoming mainstream, this word is becoming redundant."
+"# Discretionary Spend Discretionary spend, also known as Change the Business (CTB) spend, is that portion of the IT budget which is used to fund projects that are not, strictly speaking, essential for day to day operations, but are more transformational in nature. In uncertain economic times, when businesses are forced to cut spends in response to decline in income, discretionary spend is often the first to be scrutinized. What is considered discretionary is subjective and may differ considerably amongst businesses. # Dividend Dividend is one form of distribution of profits earned by the Company and is usually declared as an amount per equity share held by the Shareholders. TCS has a policy of declaring quarterly interim dividends and the final dividend is approved by the shareholders in the Annual General Meeting. # Earnings per Share EPS for any period is the amount of that period's Net Income attributable to a single share after deducting any preference dividend and related taxes. EPS = [Net profit attributable to shareholders of the Company - Preference dividend, if any] / Weighted average number of equity shares outstanding during the period # Effective Tax Rate ETR is the proportion of the Profit Before Tax that is provided towards income taxes. ETR = Tax expense / Profit Before Tax # Engineering and Industrial Services Engineering and Industrial Services consists of next generation product engineering, manufacturing operations transformation, services transformation, embedded software and Internet of Things. # Enterprise Agile Enterprise Agile is the adoption of Agile methods across all the business functions of the enterprise, designed to empower employees, foster collaboration and drive a culture of continuous innovation at scale. # EPS See Earnings Per Share # ETR See Effective Tax rate # Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. # Fixed Price This is a form of services contract where the vendor takes a turnkey responsibility for delivering a solution for a certain price and within a mutually agreed timeframe. The customer is billed on completion of key project milestones and related deliverables. This arrangement gives the vendor considerable flexibility in the staffing and execution of the project. On the other hand, it also means bearing the project risk. 242 I Glossary # Forward Contract File: AR_TCS_2018_2019.md A Forward Contract is a hedging instrument wherein two parties agree to buy or sell a particular currency at a pre-determined rate (OR Forward Currency rate) on a specific future date. For e.g. TCS enters into a forward contract to sell USD 1 million after 3 months @ `72. Irrespective of the prevailing USDINR spot rate, TCS will be obliged to sell USD 1 million @ `72 at the end of 3 months. # Fixed Price Contracts This is a form of services contract where the vendor takes a turnkey responsibility for delivering a solution for a certain price and within a mutually agreed timeframe. The customer is billed on completion of key project milestones and related deliverables. This arrangement gives the vendor considerable flexibility in the staffing and execution of the project. On the other hand, it also means bearing the project risk. # Framework A software framework is a kind of intellectual property, consisting of software which provides generic functionality for a certain business use case, and which is customized for a specific customer's needs with additional code. Use of such pre-built code reduces time to market and results in more stable, reliable solutions. # Gamification Gamification is the process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation. # Hybrid Cloud A hybrid cloud is an enterprise IT infrastructure model that combines private clouds, public clouds and on premise data centers, to meet the compute and storage needs of the business. # Inorganic Growth Inorganic growth arises from growth in revenue due to mergers, acquisitions or takeovers rather than an increase in the Company's own business activity. # Internet of Things IoT is a network of interconnected machines or devices which are embedded with sensors, software, network connectivity, and necessary electronics to generate and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines / devices. # Invested Funds Invested funds are funds that are highly liquid in nature, and can be readily converted into cash."
+"Invested funds = Cash and bank balances + Investments + Deposits with banks + Inter-corporate deposits # IoT See Internet of Things # KMP See Key Managerial Personnel # Key Managerial Personnel KMP at TCS refers to the Chief Executive Officer and Managing Director, Chief Operating Officer, Chief Financial Officer, and the Company Secretary. Please refer to the Company's policy on KMP: http://www.tcs.com/ir-corporate-governance # LatAm Acronym for Latin America # Location Independent Agile Location Independent Agile is a method to orchestrate globally distributed stakeholders and talent into Agile teams for improved speed to market in large transformational programs. It comprises processes, structure, and the technology that allows enterprises to overcome location constraints and embrace Agile methods on a global scale. # Machine First Delivery Model TCS' Machine First Delivery Model is a way of integrating analytics, AI and Automation deep within the enterprise to redefine how humans and machines work together and to effectively deliver superior outcomes. # Machine Learning Machine learning is a type of artificial intelligence that provides computers with the ability to learn behaviors without being explicitly programmed. # Market Capitalization Total market value of a Company's total outstanding equity shares at a point in time. Market Cap = Last Trading Price * Total number of outstanding shares # MEA Acronym for Middle East and Africa # MFDM Acronym for Machine First Delivery Model Glossary I 243 # Annual Report 2018-19 # Minimum Viable Product A Minimum Viable Product is the smallest slice of a new product which can be released to the users at the earliest, followed by subsequent iterative cycles that add incremental functionality. MVPs can be used by teams to learn about user behavior and validate the product value with minimum investment. # Mobility Mobility means information, convenience, and social media all combined together, and made available across a variety of screen sizes and devices. # Non-Controlling Interest Non-controlling interest is the share of the net worth attributable to non-controlling shareholders of the subsidiaries. # Non-discretionary Spend Non-discretionary spend, also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected. # Organic Growth Organic growth is the revenue growth a company can achieve by increasing its existing business activity. This does not include growth attributable to takeovers, acquisitions or mergers. # PaaS PaaS, is a category of cloud computing that provides a platform and environment to allow developers to build applications and services over the internet. PaaS services are hosted in the cloud and accessed by users simply via their web browser. # Pricing This is the price charged to the customer for billable effort or turnkey project or a certain process outcome, depending on the nature of the contract. Some use this term interchangeably (and somewhat inaccurately) with the average revenue realized by the Company per utilized effort. See Realization. # Private Cloud Private cloud refers to a model of cloud computing where IT infrastructure in terms of compute and storage resources are provisioned for the dedicated use of a single organization. # Public Cloud Public cloud refers to a computing service model used for the provisioning of storage and computational services to the general public over the internet. Public cloud facilitates access to IT resources on a ""pay as you go"" billing model. # Quality Engineering and Transformation Quality Engineering and Transformation services encompass business requirements validation, static and functional testing, non-functional testing including performance engineering, user experience, security and test automation. With greater adoption of Agile and DevOps, continuous testing and in-sprint test automation have gained traction. # Realization This is the revenue received by the Company per utilized effort. Pricing varies by service and by market. Consequently, there can be changes in realization compared to a prior period, due to changes in the underlying business or geographic mix during the period. This does not necessarily mean that like-to-like pricing has changed. Also, realization doesn't take into account the costs and therefore, higher realization is not necessarily better or more profitable. # Related Party Transactions Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged. Please refer the Company's policy on Related Party Transactions: http://www.tcs.com/ir-corporate-governance. # Revenue Revenue is the income earned by the Company from operations by providing IT & consulting services, software licenses, and hardware equipment to customers."
+"# Robotic Process Automation RPA is the use of software to automate high-volume, repeatable tasks that previously required humans to perform. RPA is best suited for relatively simple and stable processes. Dynamic changes in the environment require ongoing upkeep of the robots, diluting the economic benefit of the automation. Increasingly, customers are preferring cognitive automation over RPA. See Robotic Process Automation. 244 I Glossary # Glossary # SEZ See Special Economic Zone # Shareholder Payout Ratio Shareholder Payout Ratio is the proportion of earnings paid to shareholders as a percentage of the Company's earnings, i.e. Net Income attributable to Shareholders of the Company. Payout can be in the form of dividend (including dividend distribution tax) and share buyback. # Simplification Simplification is the term used to describe the rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers. The primary purpose is to shrink the IT footprint and make operations leaner and more efficient. # Special Economic Zone SEZ in India are designated areas in which business and trade laws are different from the rest of the country, with various benefits and tax breaks to promote exports, attract investments, and create local jobs. # STEM STEM is an acronym for education in the fields of science, technology, engineering and math. # T&M See Time and Materials Contract # TCV See Total Contract Value # Time and Materials Contract This is a form of services contract where the customer is billed for the effort (in hours, days, weeks, etc.) logged by the project team members. Project risk is borne by the customer. This is in contrast to Fixed Price Contracts. # Total Contract Value TCV is an aggregation of the value of all the contracts signed during a period, and is a useful indicator of demand. # Trade Receivable This is the sum of all the invoices outstanding at the end of the period. To get a complete picture of the total outstanding, one can also add the Unbilled Receivables and subtract the Unearned and Deferred Revenues. Trade Receivable is normally viewed in proportion to the size of the organization's revenue and so it is expressed as Days' Sales Outstanding or DSO. # Turnkey Contracts See Fixed Price Contracts # Unbilled Receivable Unbilled Receivable is excess of revenue earned over billings on contracts for which the Company has an unconditional right to receive cash, and only passage of time is required for invoicing the customer, as per contractual terms. # Unearned and Deferred Revenue Unearned and Deferred Revenue is invoice raised in line with agreed milestones for services yet to be delivered. In other words, it is the amount that has been invoiced although the underlying effort is yet to be expended. # VR See Virtual Reality # Virtual Reality VR is an artificial, computer-generated simulation or recreation of a real life environment or situation. It engages users by offering simulated reality experiences firsthand, primarily by stimulating their vision and hearing. # Virtualization Virtualization is the abstraction of IT resources - like a server, client, storage or network - that masks the physical nature and boundaries of those resources from the users of those resources. # Volume Volume in any period is the total quantum of services and products sold during that period. # Y-o-Y Acronym for Year-on-Year Disclaimer: This glossary is intended to help understand commonly used terms and phrases in this Report. The explanations are not intended to be technical definitions. If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail. Glossary I 245 # Annual Report 2018-19 # Notes 246 I Dear Shareholder, In order to provide better service to you, we request you to submit the form given below to: - Depository Participant with whom you have your demat account. - Registrar and Transfer Agents, TSR Darashaw Limited, in case the shares are held in physical form. # Updation of Shareholder Information I / We request you to record the following information against my /our Folio No. /DP ID /Client ID : # General Information: Folio No. /DP ID/Client ID : Name of the first named Shareholder: PAN: * CIN / Registration No.: * (applicable to Corporate Shareholders) Tel No."
+"with STD Code: Mobile No.: Address: Email Id: *Self attested copy of the document(s) enclosed # Bank Details: IFSC: (11 digit) MICR: (9 digit) Bank A/c Type: Bank A/c No.: * Name of the Bank: Bank Branch Address: * Original cancelled cheque is enclosed to enable verification of bank details I /We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I /we would not hold the Company /RTA responsible. I/ We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I /We understand that the above details shall be maintained till I /we hold the securities under the above mentioned Folio No. /beneficiary account. Place : Date : Signature of Sole /First holder NO_CONTENT_HERE # Fastest Growing Brand of the Decade in IT services* - Brand Finance 2019 IT Services' Rankings TCS is a strategic partner of the World Economic Forum (WEF) and hosts an exclusive Global Reception during the annual meeting at Davos, that brings together the foremost leaders from business, government, academia, media and civil society. Additionally, TCS and WEF have partnered on the Closing the Skills Gap initiative, and secured commitments to reskill 17.2 million people towards the fourth industrial revolution. TCS is the official partner to 12 marathons and running events across the world, in major cities like New York, London, Singapore, Amsterdam, Mumbai and Canberra. A community of 3,300 of TCS' clients and 10,400 of its employees participated in these races in 2018. TCS Summits in North America, Europe and Asia Pacific are invite-only events that bring together top executives from leading global corporations, and experts from different fields to discuss the profound business, geo-political, technology and leadership trends that are shaping our world. TCS' Innovation Forums, organized in London, New York, Sao Paulo and Tokyo, provide opportunities for business leaders, technology leaders, academicians and industry experts to come together to exchange ideas, learn about the latest in the enterprise technology landscape, share industry best practices and network with other attendees. # Awards & Recognition IN CUSTOMER SATISFACTION #1 Whitelane Research 2019 2018/19 EUROPE # TCS Safe Harbor Clause Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and uncertainties that could cause actual results to differ materially from market expectations. These risks and uncertainties include, but are not limited to, our ability to manage growth, intense competition among global IT services companies, various factors which may affect our profitability, such as wage increases or an appreciating Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. TCS may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements. # TATA CONSULTANCY SERVICES # CCS5O IT Services Business Solutions Consulting Tata Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 www.tcs.com # Corporate Identity Number (CIN): L22210MH1995PLC084781 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Phone: 91 22 6778 9595 E-mail: investor.relations@tcs.com Website: www.tcs.com # ATTENDANCE SLIP (To be presented at the entrance) I/We hereby record my/our presence at the twenty-fourth Annual General Meeting of the Company to be held on Thursday, June 13, 2019 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020. Folio No./DP ID No./Client ID No. ____________________________________________________________________________________________________ Name of the Member_________________________________________________________________ Name of the Proxyholder______________________________________________________________ 1. Only Member/Proxyholder can attend the Meeting. 2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting."
+"Signature ___________________________________ Signature ___________________________________ # PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s) : ............................................................................................................................................................................................. Registered address : ............................................................................................................................................................................................. E-mail Id : ............................................................................ Folio No./DP ID No. /Client ID No. ....................................................... I/We, being the member(s) of Tata Consultancy Services Limited, holding .................................... shares, hereby appoint 1. Name: ………………………...................................................................................... E-mail Id: .............................................................................. Address: ................................................................................................................... .................................................................................................................................. Signature: ……………........................................................... or failing him/her 2. Name: ………………………...................................................................................... E-mail Id: .............................................................................. Address: ................................................................................................................... .................................................................................................................................. Signature: ……………........................................................... or failing him/her 3. Name: ………………………...................................................................................... E-mail Id: .............................................................................. Address: ................................................................................................................... .................................................................................................................................. Signature: ……………........................................................... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the twenty-fourth Annual General Meeting of the Company to be held on Thursday, June 13, 2019 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020 and at any adjournment thereof in respect of such Resolutions as are indicated below: |Resolution No.|Resolution|For|Against| |---|---|---|---| |1.|To receive, consider and adopt:| | | | |a. the Audited Financial Statements of the Company for the financial year ended March 31, 2019, together with the Reports of the Board of Directors and the Auditors thereon;| | | | |b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019, together with the Report of the Auditors thereon.| | | |2.|To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2018 -19.| | | |3.|To appoint a Director in place of N Ganapathy Subramaniam, who retires by rotation and, being eligible, offers himself for re-appointment.| | | |4.|Appointment of Hanne Birgitte Breinbjerg Sorensen as an Independent Director| | | |5.|Appointment of Keki Minoo Mistry as an Independent Director| | | |6.|Appointment of Daniel Hughes Callahan as an Independent Director| | | |7.|Re-appointment of Om Prakash Bhatt as an Independent Director| | | |8.|Payment of Commission to Non Whole-time Directors of the Company| | | Signed this ……....… day of …………........……. 2019 Affix Revenue Stamp Signature of Shareholder...................................................................... Signature of Proxyholder(s).......................................................... # NOTES: 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, not less than 48 hours before commencement of the Meeting. 2. Those Members who have multiple folios with different joint holders may use copies of this Attendance Slip/Proxy Form. File: AR_TCS_2019_2020-1-314.md # TATA # TCS/SE/30/2020-21 May 19, 2020 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, Mumbai-400051 Symbol: TCS Scrip Code No. 532540 # Sub: Annual General Meeting- Annual Report 2019-20 and Intimation of Record Date Dear Sirs, The twenty-fifth Annual General Meeting (""AGM"") of the Company will be held on Thursday, June 11, 2020 at 3.30 p.m. IST through Video Conferencing / Other Audio Visual Means. Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2019-20 which is being sent through electronic mode to the Members. The Directors have recommended a final dividend of `6 per equity share of `1 each of the Company for approval by the shareholders at the AGM. Pursuant to Regulation 42 of the SEBI Listing Regulations, the Company has fixed Thursday, June 4, 2020 as the Record Date for determining entitlement of members to final dividend for the financial year ended March 31, 2020. If the final dividend as recommended by the Board of Directors is approved at the AGM, payment of such dividend, subject to deduction of tax at source, will be made on Monday, June 15, 2020 as under: a) To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited and the Central Depository Services (India) Limited as of the close of business hours on Thursday, June 4, 2020; TATA CONSULTANCY SERVICES TATA Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel. 91 22 6778 9595 Fax 91 22 6778 9660 e-mail corporate.office@tcs.com website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021. Corporate identification No."
+"(CIN): L22210MH1995PLC084781 b) To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, June 4, 2020. The Annual Report containing the Notice is also uploaded on the Company's website https://on.tcs.com/Annual-Report-2020 Thanking you, Yours faithfully, For Tata Consultancy Services Limited Rajendra Moholkar Company Secretary cc: |1. National Securities Depository Limited|2. Central Depository Services (India) Limited| |---|---| |Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.|Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai 400 013.| |3. TSR DARASHAW CONSULTANTS PRIVATE LIMITED (formerly known as TSR Darashaw Limited)| | |6, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011.| | TATA Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel. 91 22 6778 9595 Fax 91 22 6778 9660 e-mail corporate.office@tcs.com website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021. Corporate identification No. (CIN): L22210MH1995PLC084781 # 2019-20 ANNUAL REPORT Purpose-driven. Resilient. Adaptable. # TCS Annual Report 2019-20 # Content |About TCS|01|Consolidated Financial Statements| | |---|---|---|---| |Board of Directors|02|Independent Auditors' Report|165| |Management Team|03|Consolidated Balance Sheet|175| |Letter from the Chairman|05|Consolidated Statement of Profit and Loss|177| |Letter from the CEO|07| | | |Performance Highlights|12|Consolidated Statement of Changes in Equity|178| |TCS' Response to Covid-19|13|Consolidated Statement of Cash Flows|181| |The Year Gone By|16|Notes forming part of the Consolidated Financial Statements|182| |Thematic Section| | | | |Business Model Transformation: Damen|20|Unconsolidated Financial Statements| | |Operating Model Transformation: M&G|21|Independent Auditors' Report|244| |Innovative. Resilient. Adaptable: A Panel Discussion|22|Balance Sheet|255| |Customer Experience Transformation: RBC|26|Statement of Profit and Loss|257| |Q&A with CFO and CHRO|27|Statement of Changes in Equity|258| |In-Store CX Transformation: Woolworths|30|Statement of Cash Flows|261| |Purpose-driven Business Model: Vitality UK|31| | | |Bridgital Transformation: PM-JAY|32|Notes forming part of the Financial Statements| | |Notice|34|Statement under section 129 of the Companies Act, 2013 relating to Subsidiary Companies|312| |Directors' Report|43| | | |Management Discussion and Analysis|77| | | |Corporate Governance Report|132| | | |Awards and Accolades|162| | | # About TCS Tata Consultancy Services is an IT services, consulting and business solutions organization that has been partnering with many of the world's largest businesses in their transformation journeys for over 50 years. TCS offers a consulting-led, # Board of Directors |From left to right|N Chandrasekaran|Chairman| |---|---|---| | |O P Bhatt|Independent Director| | |Hanne Birgitte Breinbjerg Sorensen| | | |Don Callahan|Independent Director| | |Independent Director|Dr Pradeep Kumar Khosla| | |Rajesh Gopinathan|Independent Director| | |Chief Executive Officer and Managing Director|N G Subramaniam| | |Aarthi Subramanian|Chief Operating Officer and Executive Director| | |Director|Keki M Mistry| | |Independent Director| | TCS Annual Report 2019-20 Board of Directors I 02 # TCS Annual Report 2019-20 # Management Team |Rajesh Gopinathan|Chief Executive Officer and Managing Director| |---|---| |N G Subramaniam|Chief Operating Officer and Executive Director| |V Ramakrishnan|Chief Financial Officer| |Milind Lakkad|Global Head Human Resources| # Corporate |Rajashree R|Chief Marketing Officer| |---|---| |K Ananth Krishnan|Chief Technology Officer| |Madhav Anchan|General Counsel Legal & Corporate Affairs| |Rajendra Moholkar|Company Secretary| # TCS Annual Report 2019-20 # Management Team |Surya Kant|Krishnan Ramanujam|K Krithivasan|Shankar Narayanan| |---|---|---|---| |North America, UK and Europe|Business and Technology Services|Banking, Financial Services and Insurance|Retail, Travel and Consumer Products| |Kamal Bhadada|Debashis Ghosh|Susheel Vasudevan|Suresh Muthuswami| |Communication, Media and Information Services|Life Sciences, Healthcare and Public Services|Manufacturing and Utilities|BFSI Platforms| Dear Stakeholder, Adversity, they say, is the true test of character. Your company achieved many admirable wins and milestones through the first 11 months of FY 2020. But it was in the final days of the year that the true nature of its purpose-driven worldview truly shone through. Your company prioritized the health and safety of its employees, kept customers' mission-critical systems running under very difficult circumstances and pitched in to help communities across the world battle the pandemic. When we emerge out of this crisis, the world will be a very different place. We are witnessing many of those changes already. With cloud and the new class of collaboration tools, people are discovering that they are able to collaborate with each other just as well working from home, as they did in person in the pre-COVID era. Employers are discovering that the productivity is just as good, if not better, in this new way of working. In many sectors, digital channels have gone from being secondary, nice-to-have options to become the primary channels, and in some instances, the only channels. Schools, colleges and even courts have shifted to an online-only mode."
+"Farmers' cooperatives are taking online orders and directly delivering fresh produce to city-dwellers. This is the transformation that we had spoken of five years ago, when we said that Default is Digital, but even I am still amazed by the scale and speed of the change. TCS Annual Report 2019-20 Letter from the Chairman I 05 # TCS Annual Report 2019-20 # Letter from the Chairman By staying true to its purpose and its values, and helping its employees, customers and communities use the power of technology to realize their potential, your company is the embodiment of stakeholder capitalism in the true spirit of the Tata ethos. Over the last five decades, your company has shown itself to be very purpose-driven, resilient and adaptable, staying relevant to its customers through multiple economic and technology cycles, and doing good for all its stakeholders. This is the secret behind its longevity and sustainability. The next few months will be difficult, but your company is strong with deep relationships with customers and partners, enviable scale, a diversified business mix, a robust and resilient business model, and strong financials. It is well positioned to weather the storms ahead and take advantage of opportunities that come up during the downturn to acquire new capabilities and gain market share. In the post-pandemic world, technology will play an ever larger role in helping enterprises adapt to the new normal and differentiate themselves. Your company is well poised to take the lead in partnering customers to recover and rebound on to their growth and transformation journeys. There are several other examples: the Passport Seva project which completely reimagined the issuance of passports, the digital transformation of India Post, the platform that supports Ayushman Bharat - the world's largest, fully funded health insurance scheme covering 500 million of India's poorest, and so on. Each of these initiatives showcases the innovative use of technology to transform citizen services, enhance inclusivity and reduce inequity in society. The sharp shift in consumer preferences will force enterprises to significantly accelerate their digital transformation initiatives. They will also invest heavily in building resilience at every level, on the front-end as well as in back-office operations. Having pioneered Location Independent Agile™ and the Machine First™ Delivery Model, both of which are of immense value to organizations looking to build operational resilience and agility, your company is very well positioned to benefit from these trends. On behalf of the Board of Directors of Tata Consultancy Services, I want to thank you for your continued trust, confidence, and support. Warm regards, N Chandrasekaran Chairman Dear Stakeholder, It is a measure of how quickly and profoundly our world has changed, that when we look back at the year gone by, it feels like a different era altogether. In FY 2020, your Company delivered revenue of ₹156,949 crore, growing 7.2% over the prior year in reported terms, and 7.1% in constant currency terms. Our operating margin continued to be best in class, at 24.6%. Net profit was ₹32,340 crore, a net margin of 20.6%. Our cash conversion continues to be very strong, with a cash conversion ratio of 100.1% and free cash flow of ₹29,281 crore. # Letter from the CEO1 The Board has recommended a final dividend of ₹6 for the year, bringing the total dividend for the year to ₹73 per share. This translates into ₹31,895 crore returned to shareholders in FY 2020, which is 108.9% of the free cash flow. We had a very productive year, engaging with customers in their innovation, growth and transformation initiatives, expanding and deepening our relationships, deploying very impactful solutions, and winning some of our largest deals till date. However, it is our response to the events of the last ten days of the fiscal year that will be our most defining accomplishment of FY 2020. 1 102-14 # TCS Annual Report 2019-20 # Letter from the CEO We believe that by 2025, only 25% of our associates will need to work out of our facilities at any point of time; and every associate will be able to realize their potential without spending more than 25% of their time in a TCS office. Our 448,000-strong workforce enabled to work remotely, in a matter of days, ensuring that our customers continue to experience the same high quality of delivery and certainty of outcomes that they have come to expect of TCS. There are even pockets where we have witnessed improved velocity, throughput, and productivity."
+"We not just enabled remote access for our associates but also calibrated our project management framework and security posture so that work could be properly allocated, governed, and reported, while maintaining our stringent security controls, and pivoted into a new operating model that we call Secure Borderless Workspaces™ (SBWS™). SBWS will continue to be an integral part of our new operating model and represents the future of work. It helps TCSers enjoy a better quality of life, while making TCS' service delivery more resilient as the fully distributed model is better suited for business continuity. Using SBWS, we have been able to continue supporting our customers not only in their mission critical operations but also their transformational projects, just as before, without any slippages. Our customers are comfortable with this model and want us to take more work that others are not able to handle. This has given us the confidence to come out with a bold new Vision 25x25. We believe that by 2025, only 25% of our associates will need to work out of our facilities at any point of time; and every associate will be able to realize their potential without spending more than 25% of their time in a TCS office. # Responding with Speed and Agility As the pandemic spread, our priority was to safeguard the health and well-being of our employees while continuing to support our customers' mission critical activities globally. The lockdowns tested the agility, resilience and adaptability of our delivery model. We responded to the challenge with speed and agility, and have emerged stronger, with our model now proven to be able to adapt to even extreme shocks. From a highly centralized model, with large campuses accommodating thousands of employees, we were able to switch to an extreme form of distributed model. Even though these are early days, the outcomes from our new model have been impressive. Our cloud-based project monitoring system has been tracking the progress of over 23,000 ongoing projects on a real time basis. We have received over 500 emails from customers in recent weeks, appreciating how seamlessly TCS managed the transition to SBWS, and expressing gratitude for how our teams went above and beyond to help keep their mission-critical systems and their business operations running under very difficult circumstances. Going through some of those notes filled me with immense pride. No training or standard operating process tells our associates that while enabling work-from-home... # Letter from the CEO For a customer organization, they should work extended hours, to step in and complete the work that another vendor was supposed to do, but had not. Or that they should think out of the box and implement innovative solutions to rapidly build new online features that a customer in the retail or pharma sector needed to urgently roll out for their end-customers during the pandemic. Our purpose has helped us stay relevant to our customers through their evolving needs. TCS has successfully navigated through multiple technology and economic cycles, over the last five decades, pivoting and adapting each time to build new capabilities and even new business models, and offer the services and solutions most relevant to our customers at that point in time. Our responsiveness, agility and adaptability to change have been central to our longevity. That kind of dedication to doing whatever it takes to help customers achieve their objectives, can only come from deep within, when individuals are driven by a higher sense of purpose that goes beyond the immediate task assigned to them. For over five decades, TCS has been helping individuals, enterprises, and communities use technology to realize their potential. This organizational purpose has served as a beacon that has guided our customer-centric strategy, our policies and our decision-making over the years. Our greatest accomplishment has been to imbue every TCSer with this same purpose-driven worldview. This organizational purpose has also shaped the culture of empowerment at TCS. Empowered individuals take ownership of outcomes, beyond just the completion of an assigned task. Empowered, purpose-driven teams can cope even with unexpected events because they know exactly what they need to do, even when no explicit instructions are provided. Such concerted, autonomous behaviors, in aggregate, give the organization the ability to cope with sudden shocks, and impart organizational resilience. In this current environment of economic uncertainty and fear, TCSers can focus on their work and rest assured that their organization stands by them."
+"TCS will also be honoring all the job offers made till date, to freshers and experienced professionals. Our investments, our empathy, and our commitment is what makes our associates feel valued, and which gets reciprocated with unmatched levels of energy and dedication to our organizational purpose. It has also resulted in TCS becoming a gold standard in talent retention. Our attrition in IT services in FY 2020 was 12.1%, the lowest in the industry, globally. # Letter from the CEO We have stayed close to our customers through good times and bad, helping them navigate challenges and speed bumps, harnessing the power of technology to solve their business problems and enabling competitive differentiation. We are entering the new fiscal year at a time when all major economies have been brought to a standstill. The impact has been very fast and widespread, and the next few months will be very difficult for everyone, individuals and organizations. On the other hand, the economic downturn is not due to any structural problem in any industry, but due to an externality that has hit the pause button on all economic activity. Whenever that externality is removed, an equally quick recovery should follow. Today, we have 49 customers who spend more than $100 million a year with us. The trust levels are so high, they turn to us to help them realize their growth and transformation objectives. In the case of one UK insurance customer, TCS and the transformational work we are doing for them have figured in the CEO's letter to their shareholders every year for the last three years. The strength of these relationships and the trust we enjoy is what gives us the confidence that we will come out of these difficult times stronger together. We are staying close to our customers, aligning ourselves to their evolving priorities, staying lean and nimble, finding newer ways to create value, and launching newer offerings that address current imperatives. The same purpose-driven worldview shapes the community initiatives we take up across the world, for building skills and fostering entrepreneurship to bridge the digital divide, to encourage STEM education and careers, and to enable better healthcare and wellness. Many of the innovative frameworks and methodologies that we pioneered are of even greater relevance to our customers today. The TCS thought-leading Business 4.0™ framework that we launched three years ago to help enterprises leverage digital technologies for their growth and transformation agendas, continues to guide them today. Business levers such as mass personalization, creating exponential value, leveraging ecosystems, and embracing risk coupled with core technologies such as agile, automation, intelligence, and cloud are some of the foundational pillars helping enterprises respond and recover from the crisis. These programs are estimated to have benefited over 840,000 people across the world. Our employees have also been doing their bit for worthy social and environmental causes in their respective communities, collectively contributing over 780,000 volunteering hours in FY 2020. # TCS Annual Report 2019-20 # Letter from the CEO Enterprises are discovering that investing in AI and automation is the best business continuity plan. Our Machine First™ Delivery Model puts AI and automation at the heart of the enterprise, making technology stacks self-healing, and operations and supply chains more resilient. Consequently, we expect many customers to accelerate their core transformation initiatives, and adoption of digital self-service channels, over the next few months. Similarly, we are seeing huge demand for our Location Independent Agile model based Secure Borderless Workspaces offering. This is helping our customers digitize their workplaces into boundary-less service clouds, leveraging the power of distributed networks for agility, resilience, and scale. Lastly, a strong driver of how companies adapt themselves is the way they look at their organizational purpose. Organizations are seeking to introspect about what is most critical for them and their end-customers and what their true sources of value are. Firms are looking beyond the products they make and sell, to the purpose behind their existence, which in turn is helping define the blueprint for their transformation journey. TCS has been helping insurers leverage ecosystems to transform into providers of wellness, helping ship-building companies reposition into maritime solutions providers, and by applying agile innovation at scale, helping energy companies become responsible providers of affordable, reliable, and clean energy. We believe this trend of purpose-driven transformation will only accelerate in the upcoming months."
+"Our strong and deep relationships with a high-quality customer base, largely Fortune 1000 and Global 2000 corporations, and our industry-leading operating margin give us the wherewithal to weather the difficulties ahead. A strong balance sheet with zero debt and a big war chest positions us strongly to seize any opportunities that might come up during this downturn. With all these strengths, we believe our relative competitiveness will only get better through the months ahead, and we will come out of this downturn, better positioned than ever to help our customers get back onto their longer-term growth and transformation journeys, and to lead in the new normal. As we navigate these uncertain times together with our customers, we look forward to your continued support. Best Regards, Rajesh Gopinathan Chief Executive Officer & Managing Director # Performance Highlights # Revenue Trend |CAGR 10.6%|Operating Profit Trend|Client Metrics|Employee Metrics| |---|---|---|---| |FY 16|146,463|99|424k| |FY 17|156,949|105|448k| |FY 18|108,646|84|387k| |FY 19|117,966|73|354k| |FY 20|123,104|44| | # Operating Profit |Operating Profit|Operating Margin|$50 Mn+ Clients|$100 Mn+ Clients| |---|---|---|---| |FY 16|37,450| | | |FY 17|38,580| | | |FY 18|28,789| | | |FY 19|30,324| | | |FY 20|30,502| | | # Earning Per Share* |CAGR 9.0%|OCF and Cash Conversion|Cash Usage|Shareholder Payouts| |---|---|---|---| |Amount in `|83.05|100.1%| | |61.59|66.71|95.9%|16,000| |67.10|78.7%|7.7%|16,000| | |25,223|Capex|17,840| | |19,109|Acquisitions, etc| | # Footnotes * Earnings per share is adjusted for bonus issue #Operating Cash Flow * including final dividend for FY 2020 Shareholder Payout ratio (including special dividend and buyback) # TCS' Response to Covid-19 # Ensuring Business Continuity for Customers TCS works with more than 1,000 organizations across the world, helping keep their systems and operations up and running. The company's software and solutions power the financial backbones of several countries. It runs the technology for some of the largest health care and pharmacy companies, retailers, telcos, utilities, governments and public services organizations - whose continued functioning is all the more critical during times of crisis. In response to the lockdowns, the company launched a massive program to ensure business continuity of its services using its Secure Borderless Workspaces model, which allows TCS associates to work remotely from the safety of their homes, while continuing to provide uninterrupted support services to our customers. ""[Our] partnership with TCS has been pivotal in enabling us to ensure business continuity while transforming our organization to remote working almost overnight…. Thanks to the TCS team for supporting us to make this possible with their passion, proactivity and customer-centric philosophy."" VP - Global Transformation, Major Staffing Firm TCS Annual Report 2019-20 TCS' Response to Covid-19 I 13 ""…Despite the huge disruption to your working life, your sense of professionalism, dedication, determination, perseverance and above all, your resilience has not at all faltered. All the TCS delivery updates I am getting show all critical projects and activities continue to be met to expectations. Being able to deliver to TCS' mantra of Experience Certainty is tough enough during steady state times, let alone being able to do the same at this point when the world is in crisis. Thanks to your individual efforts, TCS is the one silver lining in this dark cloud… I can't help but feel just how privileged and lucky I am, overseeing a partnership of high performing and committed individuals from TCS. Once again, thank you for all you do…"" CIO, Large US Bank ""TCS, through all of this, has also faced the Work from Home challenge like us. Moving call agents and support engineers from offices to home environments was not an easy challenge. You had to be creative, working under unconventional circumstances. The resilience and flexibility of the TCS organization is duly noticed!"" Corporate Group Director, Large US Entertainment Company ""I want to particularly call out the brilliant and heroic efforts of the entire TCS team in moving to remote working. This happened in record time almost over a weekend, with the result that we are getting close to 100% capacity, which is quite unprecedented. That this was done alongside moving your large workforce in such a short time was commendable. Please convey my deepest appreciation to your teams for the tremendous work to support our business world-wide."" File: AR_TCS_2019_2020-1-314.md ""I am so amazed at your flexibility, adaptability, creativity and the positive attitudes you demonstrate each day. What a fantastic group of people (across the globe) you are, during times like this, the proverbial phrase, 'cream rises to the top' holds so true."
+"Without dedicated and driven people, [Client Name] would simply not live up to its promise of securing the future for its customers. You certainly are the creme of the crop."" CTO, Major Staffing firm Operations Head, Large Global Insurer TCS Annual Report 2019-20 TCS' Response to Covid-19 I 14 # Innovation in the time of Pandemic # Uninterrupted Learning during the Lockdowns At TCS' Innovation Lab in Hyderabad, India, a team of TCS scientists used deep neural network-based generative and predictive models to identify 31 new molecules that hold promise towards finding a cure for COVID-19. ""We knew that the SARS-CoV-2 has a protease protein that is responsible for viral replication. What followed next was to ask the model to generate novel small molecules de novo which have protease inhibiting capability and could bind the target protease protein with high affinity,"" said Dr Gopalakrishnan Bulusu, a principal scientist involved in the project. ""We filtered the suggestions of the AI model to a set of 1,450 molecules, and further shortlisted 31 that we determined would be good to start with and that could possibly be synthesized for further testing."" The results from this research -- put together by Dr Bulusu, Dr Arijit Roy, Dr Navneet Bung and Ms. Sowmya Krishnan -- have been published in ChemRxiv. In the wake of nation-wide lockdowns of schools and colleges, TCS offered free access to the TCS iON Digital Glass Room, a virtual learning platform, to educational institutes across the country so their students' learning journeys could continue uninterrupted in a secure virtual environment. The TCS iON Digital Glass Room is a mobile and web education platform for schools and colleges, that empowers educators to engage with students in real time by sharing lessons, videos, worksheets, assignments and assessments, using interactive methods like polls, debates, quiz, surveys and many more tools. As an add-on, the platform also provides an embedded live classroom, which simulates live classroom teaching. ""The use of AI has considerably shortened the initial drug design process from several months to only a few days,"" Dr Bulusu added. The TCS team is now working closely with India's Council for Scientific and Industrial Research (CSIR) that has agreed to provide its labs for the synthesized testing of these 31 molecular compounds. TCS Annual Report 2019-20 TCS' Response to Covid-19 I 15 # Europe Ranks TCS #1 in CUSTOMER SATISFACTION # Q4 for SEVENTH YEAR in a row The Year Gone By European IT customer satisfaction survey by Whitelane Research Rolled out the Secure Borderless Workspaces model in response to the lockdowns, enabling over 90% of the workforce to securely work from home. The model leverages all prior investments, and incorporates best practices around network management, an internal SOC, a standard service delivery environment, digitized delivery governance processes, and use of cloud-based collaboration technologies. # #1 GENERAL SATISFACTION |Satisfaction by IT Domain|TCS' RANK ACROSS VARIOUS COUNTRIES*| |---|---| |77% (TCS)|70% (Average)| # #1 SERVICE DELIVERY QUALITY |Europe|TCS #1|78% (TCS)|71% (Average)| |---|---|---|---| |Nordics|TCS|79%| | |Germany|77%|71%| | |Accenture| |74%| | # #2 ACCOUNT MANAGEMENT 80% (TCS) 73% (Average) # #3 BUSINESS UNDERSTANDING 76% (TCS) 71% (Average) # #3 CONTRACTUAL FLEXIBILITY 78% (TCS) 69% (Average) Ranked Overall Best Managed Technology Company in Asia, in FinanceAsia's 2020 Asia's Best Companies survey of investors across the region. Also ranked #1 position for Best Environmental Stewardship and Most Committed to Social Causes, #2 in Best Corporate Governance and Best Investor Relations, and #3 in Best Managed Company in India. ""TCS is topping our ranking for the seventh consecutive year thanks to its emphasis on the strength and depth of its customer relationships twinned with a relentless focus on delivery."" -- JEF LOOS, HEAD OF RESEARCH, WHITELANE RESEARCH * BASED ON STUDIES CONDUCTED BY WHITELANE RESEARCH, PA CONSULTING, QUINT WELLINGTON REDWOOD, NAVISCO AND VLERICK BUSINESS SCHOOL IN 2019. TCS Annual Report 2019-20 # Recognized as a Global Top Employer Recognized as a Global Top Employer by the Top Employers Institute. Also certified as the #1 Top Employer in Europe, MEA and APAC, and in 11 countries - Argentina, Australia, Belgium, Chile, Denmark, Germany, Hong Kong, Saudi Arabia, United Arab Emirates, the United Kingdom, and the United States. # Fastest Growing IT Services Brand Recognized as the fastest growing IT services brand of the decade and one of the fastest growing IT services brands of 2019, by Brand Finance. # Celebration of TCS House Celebrated 100 years of TCS House, the Company's head office in the historic Fort precinct in Mumbai."
+"Originally known as Ralli House, this Grade IIA heritage structure was acquired by TCS in 2004 from Rallis, a Tata Group company, and painstakingly restored and remodeled, while retaining the original stone facade. # Partnership with Walgreens Boots Alliance Walgreens Boots Alliance, a global leader in retail and wholesale pharmacy, expanded its strategic partnership with TCS with a 10-year contract. In the new operating model for IT Run and Operational services, TCS will provide managed services using an approach that blends artificial intelligence, machine learning and advanced software engineering to enhance operational resilience and boost productivity. # Celebrated 100 years of TCS House Celebrated 100 years of TCS House, the corporate head office. TCS Annual Report 2019-20 The Year Gone By I 17 # Q3 Petco, America's leading pet specialty retailer, selected TCS Optumera™, to hyper-localize and optimize its store products and space strategies, with greater speed and precision in decision-making, and deliver an improved end-to-end customer experience. Declared a special dividend of a ₹40 per share, amounting to over a 15,000 crore paid out to shareholders over and above the regular dividends. Towards enhanced LGBTQ+ inclusion and building on the core value of 'Respect for the Individual', TCS became the first Tata group company to include gender reassignment surgery under its employee health cover, and redefine the word 'spouse' to include same-sex partners, regardless of marital status. Launched the Quartz™ DevKit to accelerate enterprise adoption of blockchain technology. The DevKit abstracts out the complexity of blockchain programming and provides enterprises with a low-code means to quickly and easily build blockchain-based applications on popular platforms. Consolidated all operations for Strate, the South African central securities depository on to TCS BaNCS for Market Infrastructure. The implementation covers all markets and asset classes and marks a significant transformation in the South African securities market. Expanded strategic partnership with Phoenix Group to digitally transform Standard Life's pensions and savings operations by moving 4.2 million policies to the TCS BFSI Digital Platform. Recognized as the 'Most Awarded Company of the Decade in India', 'Overall Most Outstanding Company in India' and the 'Most Outstanding Company in India in the IT Services Sector' in Asiamoney's 2019 Asia's Outstanding Companies poll of investors and analysts across the region. # Q2 Launched TCS BaNCS Cloud for Asset Servicing, a platform that automates the servicing of all classes of assets across all markets, and is targeted at custodians, broker dealers, asset managers, and investment and private banks. ignio™, TCS' award-winning cognitive automation software, celebrated its fourth anniversary by doubling its revenue and customer base, year-on-year. FY 2020 saw Digitate's AI product line expand beyond the original ignio AIOps, to include ignio AI.WorkloadManagement, ignio AI.ERPOps for automating ERP support operations, ignio AI.Digital Workspace and ignio Cognitive Procurement. Established a strategic partnership with General Motors for global vehicle design and development including vehicle styling, EV battery, motor design and advanced virtual simulations to set new benchmarks in driving experience, safety and emissions. Chosen by the Reserve Bank of India as its strategic partner to design and implement an AI-based centralized information and management system that will collect, review and analyze data, enabling data-driven business decision-making for better regulation of financial markets and better tracking of the country's economic growth. Powered Jurassic Fibre's new, ultrafast full-fiber optic broadband offering to towns and rural communities in the South West of England, with TCS HOBS. TCS will also implement an ERP solution for its finance, supply chain, talent management and field service operations. Increased holding in TCS Japan Ltd, the Company's joint venture with Mitsubishi Corporation, from 51% to 66%, reiterating TCS' commitment to the Japanese market. This is the latest in a series of investments made by TCS in recent years to cater to the specific needs of Japanese corporations. TCS Annual Report 2019-20 The Year Gone By I 18 Canada's food and pharmacy leader, Loblaw, successfully deployed ignio, TCS cognitive automation software, as part of its IT transformation program. ignio has helped reduce the mean time to resolve outages to 3 - 6 minutes, and automate over 20% of incidents and alerts in the first ten months. The reduced outages and faster resolution have resulted in a superior online shopping experience for end customers. # Leadership teams from TCS and Cornell Tech at the ribbon cutting ceremony of TCS Pace Port NY."
+"# Q1 - Launched TCS Pace Port™ New York, a new co-innovation and advanced research center that unifies the best of TCS' global research, innovation, partner ecosystem and business transformation services - designed to help customers scale up their innovation efforts and accelerate their transformation journeys. - Celebrated 15 years of partnership with Star Alliance, the global airline network, by embarking on new digital transformation initiatives. TCS' industry-first solutions have helped the Alliance drive digital innovation and provide a seamless experience to passengers. # TCS leadership team Star Alliance CEO, welcoming the Jeffrey Goh. - Helped India Post transform to a multi-service digital hub, modernize mail delivery, enhance customer experience, and launch innovative services that drive new revenues. The new system connects over 150,000 post offices, and processes over 3 million postal transactions a day. Additionally, TCS implemented a POS solution across 80,000 POS terminals, making it one of the largest such implementations in the world. - Powered the world's first successful cross-border real-time securities settlement between two central securities depositories - Maroclear (Morocco) and Kuwait Clearing Company - using cash coins on the TCS BaNCS Network, powered by Quartz™ Blockchain. This could revolutionize cross-border flows, reducing currency risks and enhancing liquidity. TCS Annual Report 2019-20 The Year Gone By I 19 # Partnering with DAMEN to Reinforce its Reputation as a Maritime Innovation Pioneer Damen, the Netherlands-headquartered international shipyard group, has built a reputation for listening closely to its customers and innovating across its range of ships, yachts and other vessels. In the Business 4.0 era, Damen wanted to take its product innovation to the next level. As Damen's innovation partner on this journey, TCS used its 'Bringing Life to Things' IoT framework to envision an integrated Connected Vessel Platform that uses IoT, cloud, edge computing and advanced analytics to make Damen's ships smarter and more connected, with improved safety, sustainability and efficiency, and with which Damen can launch newer services and even new business models. The platform collects 700 data points from the nearly 10,000 sensors in each ship, giving Damen complete visibility into each vessel's fuel levels, engine performance - speed, rpm, fuel consumption and so on. The new platform has enabled the launch of value-added services such as fleet management and predictive maintenance, helping customers reduce fuel consumption by 12%, improve safety and enhance vessel utilization. It also enables co-innovation with maritime ecosystem partners like suppliers, insurers and port authorities, to curate a more holistic customer experience, and potentially offer shipping as a service. ""We selected TCS as our strategic partner because of how well their innovation philosophy is aligned with ours, and for their experience in successfully executing large, complex programs elsewhere. Their digital expertise, creative ideas and intellectual property have helped us scale and speed up our business transformation journey."" Arnout Damen CEO, Damen Shipyards TCS Annual Report 2019-20 Business 4.0 Stories I 20 # Helping M&G Innovate and Reimagine Customer Engagement ""For more than 170 years, M&G has delivered good outcomes for savings and investment customers through product innovation and high-standard service. Our strategic partnership with TCS is an essential element of our ongoing work to create a digitally enabled M&G so that we can maintain this great track record. The primary focus has been on our Heritage business to transform the customer experience for our 5 million Prudential policyholders in the UK. Today's customers have higher expectations of the experience and the service they get from their savings and investment provider. However, complex, legacy IT landscapes, and fragmented customer data can constrain the ability to innovate and meet those expectations. Taking that challenge head on, M&G plc entered into a 10-year strategic partnership with TCS to transform its heritage UK life and pensions business by building a simpler customer focused operating model, which is digitally enabled, allowing it to respond quicker and better to its customers' needs. TCS' approach, working in partnership with M&G plc, entailed radically simplifying the IT landscape, reimagining customer engagement, redesigning operations for greater resilience and providing end-to-end policy administration services using the TCS BFSI Platform for Life and Pensions, powered by TCS BaNCS™. In just 15 months, TCS onboarded 1.4 million customers and their policies, delivered a new customer experience solution, CRM and complaint management solutions, and an online bond claim platform. The unified customer data and analytics on the new platform have enabled a more holistic approach to enhancing the customer experience, focused on the end-to-end customer journey and not just individual transactions."
+"The new digital bond claim service has reduced customers' wait time for cash withdrawal by almost 80%. Digitization has reduced claim processing time by 75%. All this has resulted in some early positive impacts on the Net Promoter Score as well. Leveraging the TCS innovation network and experience, we have achieved a lot together. We look forward to continuing to work and learn together, as we continue to meet the needs of customers and their advisers, and as we seek to exceed their expectations on service."" John Foley CEO, M&G plc TCS Annual Report 2019-20 Business 4.0 Stories I 21 # WHAT IS THE CONNECTION BETWEEN INNOVATION, RESILIENCE AND ADAPTABILITY? # Innovative. Resilient. Adaptable: # A Panel Discussion KAK: The pandemic has resulted in a renewed focus on individual, societal and organizational resilience and adaptability. An organization that is innovative is also resilient and adaptable. All three elements stem from a customer-centric and forward-looking worldview, and all three require empowered people, an enabling culture, and supporting structures, processes and technologies. Empowered employees are key to innovation. Such individuals take ownership of their domains, and come up with new ideas to deliver better outcomes for customers, or improvise when faced with some unforeseen adverse event, to ensure continuity of service. When customers' needs or priorities change, innovative organizations adapt quickly by launching new business models or new services and products, and stay relevant in the changed market conditions. As you can see, all three are very closely connected in an enterprise and are critical to its longevity. KR: In addition to an empowering culture, enterprises which invest in building a robust, responsive and extensible operations stack - consisting of the processes, systems and core infrastructure - will be better placed to not only respond to an economic shock, but also to recover faster and get back to their growth trajectory earlier. Featuring: - K Ananth Krishnan, Chief Technology Officer - NG Subramaniam, Chief Operating Officer - Krishnan Ramanujam, Global Head - Business & Technology Services TCS Annual Report 2019-20 Panel Discussion I 22 # TCS Annual Report 2019-20 # Panel Discussion Digital technologies - especially cloud, IoT, AI and Machine Learning - have opened tremendous opportunities to innovate and transform some or all the components of the enterprise's operations stack - the business processes, the supporting systems and underlying infrastructure. By applying our innovation energies in such core transformation opportunities, we are helping customers build a new future-proof digital core, that is agile, efficient, scalable, and resilient. # CAN YOU PROVIDE EXAMPLES OF INNOVATION LEADING TO IMPROVED RESILIENCE? NGS: The work we are doing for life insurance companies in the UK is a great example. Large insurers face the problem of fragile operations and patchy customer service due to the complexity of multiple legacy systems which are difficult to maintain and are prone to breakdowns. We have built a highly successful and innovative business model in the UK wherein we administer the policies on the customer's behalf, using our multi-tenant, cloud-based platform which is our intellectual property. The operations are much faster and far more resilient on this robust, modern platform, and the customer experience is radically transformed. You can read more about this in the M&G story in this year's Annual Report. KR: A big part of our incremental revenue over the last three years has come from growth and transformation engagements which are rooted in innovation. We have spoken about the work we have done around business model innovation, product innovation, or even innovation around customer experiences, all of which help boost the customer's topline. However, such market-facing innovation doesn't work if back-end processes are slow and error-prone; or if the core systems and underlying infrastructure are outdated and not scalable; or if the data is fragmented. Several large deals in FY 2020 were core transformation initiatives where we are using our Machine First Delivery Model to reimagine the customer's IT operating model using AI and Machine Learning very innovatively. At the core is our cognitive automation software, ignio, which can autonomously pre-empt or resolve system failures. This makes the technology stack self-healing, and gives the organization a resilient digital core. The benefits were especially visible in the retail vertical during the holiday season peak and again during the panic shopping in March. when our customers were able to handle spikes in volumes without their systems breaking down. INTERESTING. BUT WON'T THIS CANNIBALIZE THE MANUAL PROCESSING WORK YOU WERE DOING? KR: Yes, it will."
+"But that is the nature of technological innovation. Newer technologies open up the possibility of accomplishing a certain task faster, better or cheaper. As a customer-centric organization, we will keep looking for newer, better ways to achieve a certain business outcome, and offering those innovations to our customers. This alignment with the customer's business interests is what has helped us build long, enduring relationships founded on trust. That goodwill translates into incremental business that more than makes up for the deflation. In this case, we are replacing human effort with cutting edge IP which deepens the competitive moat as well. # Example from the Life Sciences Vertical KR: Let me give you an example from the Life Sciences vertical. We have been providing pharmacovigilance services to a European pharma major for the last 12 years. Our team goes through unstructured documents describing adverse events associated with the company's various drugs, triages them and logs the data using standardized medical codes. We asked ourselves, why can't machine intelligence be trained to do this? Our Life Sciences domain experts and our Analytics & Insights practice teamed up and built an innovative solution, TCS ADD Safety™, that uses our Decision Fabric™ AI Engine to completely automate the case intake and processing of adverse events. It uses AI and machine learning to convert natural language data into structured data. This is not only faster and more accurate, but can also easily handle volume spikes, lending greater resilience and scalability to their pharmacovigilance operation. The solution is our intellectual property and we are now offering it to other life sciences companies as well. # Innovation Initiatives GIVEN ITS IMPORTANCE, WHY DO CUSTOMERS ENGAGE TCS FOR THEIR INNOVATION INITIATIVES? KAK: Well, innovation is not an exact science. Of the ten things you try out, one or two may succeed. To stay ahead in the innovation game, enterprises need to increase the 'yield' on the number of bets they make, thereby increasing the likelihood of landing 'winners'. By partnering with TCS, customers can leverage our investments in Research and Development. The power of such partnerships gets amplified when it crosses industry boundaries and creates new opportunities. TCS Annual Report 2019-20 Panel Discussion I 24 # TCS Annual Report 2019-20 # Panel Discussion Lastly, TCS' innovation initiatives in community-centric functional heads, COOs, CEOs and the Board. These connects give us a competitive edge even in the more traditional opportunities. KR: In the near term, enterprises are responding to the crisis by spending on workplace and collaboration tools, cyber-security and cloud adoption. We expect to see accelerated rollouts of digital channels including cognitive chatbots. Of course, such initiatives often translate into core transformation deals which are large in scale, scope and deal value, and with longer tenures. That improves our business visibility, and brings in higher quality revenues. It also embeds us deeper into the core of the customer's business, making us a strategic partner and sometimes the sole strategic partner, raising our brand visibility. In the next phase, customers will want to build greater resilience in their operations, and we expect greater interest in our Machine First approach, and ignio. You can also expect heightened M&A activity in the next few months, and given our experience in process and IT integration, enabling time-bound divestments and taking on commitments around transition services, we expect to benefit from that as well. WHAT DO YOU SEE AS THE KEY SPENDING THEMES AND DRIVERS OF YOUR GROWTH IN A POST-PANDEMIC WORLD? KAK: Innovation is a timeless business theme. It will not only continue to remain very relevant in the post-pandemic world, but might even see acceleration in some cases in the medium term. Even as we help customers improve their resilience in the immediate term, we are also having conversations on medium and longer term transformation plans. Second, those elements that Ananth listed, as well as our ability to stitch together different capabilities from across the organization into one seamless business-centric solution, are not easy to replicate. These capabilities are helping us differentiate ourselves from traditional outsourcers, and gain market share. NGS: There will be a short period of dislocation in some sectors due to the complete stalling of all economic activity, but once things settle down, you will see spending on these themes return. Different sectors will recover at different rates, but technology will remain front and center of every organization's strategy to innovate, differentiate itself and grow."
+"KR: To add to that, innovation initiatives tend to be fairly high profile in most organizations. By engaging in those initiatives, we are building strong relationships with a broader set of stakeholders in the enterprise - line of business heads, functional heads, COOs, CEOs and the Board. # Partnering RBC in Reimagining its Research Portal for Superior Customer Experience RBC Capital Markets, a top-10 global investment bank, has an extensive equity research capability covering around 1,700 corporations across the world. Its research desk has been consistently ranked #1 in Canada over the years. To expand its reach and retain its leadership, RBC wanted to redesign its client-facing research portal to provide a better customer experience. As RBC's strategic digital partner, TCS designed and developed a new microservices-based, cloud-ready research portal that provides a more engaging, intuitive and consistent user experience across a multitude of devices preferred by new-generation fund managers. AI-based algorithms power the intuitive search capability and provide personalized, context-driven research recommendations. The new portal supports multimedia formats including podcasts and videos. It also provides RBC's award-winning analysts with a best-in-class platform to publish their research and interact with clients online. In-depth readership analytics have enabled identification of cross-selling and up-selling opportunities. The superior user interface has helped improve customer satisfaction. Integration with third party research aggregator sites has significantly expanded its reach. File: AR_TCS_2019_2020-1-314.md ""We have been maintaining our technological leadership by investing significantly in our digital and innovation strategies, enabling RBC to deliver superior experiences and even more insights that create value for our clients. Partnering with TCS helped us innovate at scale, leveraging leading-edge technology to transform the user experience as well as the reach of RBC Insights, and unlock new opportunities. They brought a lot of domain knowledge and were proactive in coming up with new ideas. By working Agile and deploying automation wherever possible, they significantly improved our speed to market. Their deep understanding of our business, passion for innovation and shared values have made them a key part of our digital transformation journey."" Fardeen Khan Head - Strategic Initiatives - Research, RBC Capital Markets TCS Annual Report 2019-20 Business 4.0 Stories I 26 # WITH SBWS AND WORKING FROM HOME, WHAT HAPPENS TO THE TRADITIONAL ONSITE-OFFSHORE MODEL? # Q&A WITH # MILIND LAKKAD, CHRO # AND V RAMAKRISHNAN, CFO ML: With our teams as well as our customers' teams working from home, in-person interactions are now replaced with virtual collaboration. SBWS makes physical location irrelevant. This virtualization blurs the traditional divide between onsite and offshore. Traveling to onsite locations, particularly for initial transitions and knowledge transfer, will reduce further. At a societal level, this also means young people will eventually have the option of pursuing their careers in TCS without uprooting themselves from their home towns as long as they have good connectivity. Likewise, there will be greater opportunities for women to pursue fulfilling careers while managing familial responsibilities. In the longer term, it is possible that project teams will be seen as part of a virtualized talent cloud and provisioned for in the same way that we provision for compute power or storage today. # INTERESTING. BUT FOR NOW, HOW IS EMPLOYEE MORALE AND PRODUCTIVITY? ML: I feel the lockdowns, amidst the uncertainties and fears related to the pandemic, have actually brought us all a little closer. Daily team video calls, interaction over chats and email, and frequent updates from HR and senior management have helped mitigate any feeling of isolation. TCS Annual Report 2019-20 Q&A I 27 # WILL TRAVEL RESTRICTIONS OVER THE NEXT FEW MONTHS AFFECT YOUR ABILITY TO CLOSE DEALS? Traveling to onsite locations, particularly for initial transitions and knowledge transfer, will reduce further. At a societal level, this also means young people will eventually have the option of pursuing their careers in TCS without uprooting themselves from their home towns as long as they have good connectivity. Likewise, there will be greater opportunities for women to pursue fulfilling careers while managing familial responsibilities. # WHAT ABOUT RAMP-UPS ON NEW DEALS? ML: Our delivery model has evolved over the last few years. Our Location Independent Agile™ promotes systematic collaboration across distributed teams and reduces the need for co-location. This, coupled with greater use of managed-services contracting models have given us more flexibility around where our teams are based. VR: As for new deal closures, it is encouraging that we signed a large, multi-million dollar deal in end-March, entirely virtually, while both parties were under lockdown."
+"Anyway, most of our incremental revenue comes from existing customers who know us well, and with whom we have ongoing conversations. Second, travel restrictions impact everyone and not just us. So our relative competitiveness is not affected. And lastly, the post-pandemic world will see more and more activities that previously involved in-person interactions go virtual, including the sales process. Years from now, we will probably look back and wonder at how much time salespersons used to spend on the road. ML: Ramp-ups on some of the large deals we signed in the fourth quarter are progressing smoothly, with knowledge transfer taking place virtually. In fact, in the example that Ramki mentioned as well as in some other cases, the entire process of transition and moving to steady state operations are also taking place virtually. There is an added qualitative benefit of these virtual sessions. Now, the entire team can participate in these sessions, compared to the more exclusive 'train the trainer' approach we used in the past. This reduces the transmission losses and makes the process more efficient. # Through the TCS Cares initiative we are providing counseling services and running educational campaigns to help individuals cope with stress and anxiety. We are also creating self help networks of our associates with similar interests, so they get the social interaction that the physical workplace used to provide. As for productivity, the time saved on the daily commute is translating into increased energy levels and better engagement. There are some areas where teams have shown higher through-put, but these are still very early days. All this has brought down our use of work visas to a small fraction of what it used to be five years ago, de-risking our business significantly. Looking into the future, as I mentioned earlier, the virtualization of many activities with SBWS will reduce the need for travel and co-location even further. TCS Annual Report 2019-20 Q&A I 28 # GIVEN THE LIKELY DEMAND COLLAPSE IN FY 2021, IS THERE ANY CHANGE IN YOUR CAPITAL ALLOCATION # WHAT LEVERS DO YOU HAVE TO KEEP MARGINS STABLE? VR: Cost management at TCS has been devolved to the individual business units, and from there to the account and project levels. At that granular level, there are multiple margin management avenues available to them, starting from selling higher value services and solutions, getting into managed services contracts, superior execution leveraging MFDM™, replacing subcontractors with employees and so on. At a corporate level, we will scrutinize all expenses. We have frozen all new hiring, and we won't have our annual wage increase this year. There is some amount of relief from reduced spending on travel and facilities. Many big marketing events are likely to be canceled, bringing down the sponsorship expense. The Rupee depreciation, taking place after a fairly long gap, also provides some support. # WHAT ABOUT M&A? VR: We have sufficient cash on our balance sheet for the proverbial rainy day, so our capital allocation policy continues to be one of returning most of our free cash flow to shareholders. This year, once again, we have paid out nearly 109% of our free cash flow in the form of dividends. We are always open to the idea of picking up the right asset at the right price. Economic downturns are probably the best time to do it, when there are fewer buyers. You might recall that our largest acquisition till date was executed in December 2008, at the peak of the Global Financial Crisis. # WHY IS THERE SUCH A BIG GAP BETWEEN TCS' ATTRITION RATE AND THAT OF PEERS'? DO YOU CALCULATE IT DIFFERENTLY? AND YET, YOU PLAN TO HONOR ALL THE JOB OFFERS YOU HAVE MADE? ML: (Laughs) No, we use a standard formula that has remained unchanged in years. It is calculated by dividing the total number of departures in the prior twelve months by the closing headcount. ML: Yes. We will honor all the accepted job offers that we have already made. We have also assured our employees that we are not planning retrenchments. This commitment that we have for our people is what motivates them to give their best for TCS. # OUR COMMITMENT TO ORGANIC TALENT DEVELOPMENT Just to be clear, we have always had the best retention rate in the industry."
+"Our purpose-driven culture, progressive HR policies, and philosophy of investing in people and empowering them have made us an industry benchmark in talent retention, and an employer of choice across the world. We have a program called Contextual Masters which celebrates experienced employees who use their contextual knowledge to create value for our customers. This gives junior employees role models to emulate, and encourages them to plan long careers in TCS. In contrast, in some other organizations, experienced individuals are seen as expensive and targeted for layoffs, affecting the morale. I believe that is why the retention gap has widened in recent years. TCS Annual Report 2019-20 Q&A I 29 # Enabling Woolworths' Teams to Deliver Superior In-Store Customer Experiences Woolworths, Australia's largest supermarket group, views building a Customer 1st brand, team and culture as its foremost strategic priority. In this regard, they launched a store transformation program that aimed to empower store team members with data and automate many routine back-office tasks, freeing up time for customer engagement to improve the customer experience. TCS, as the strategic partner in this program, worked in close collaboration with Woolworths to help build a fully integrated, device-agnostic, centralized platform to enable this vision of a connected store and empowered store team members. The platform allows store team members to orchestrate selected operations through mobile RF devices by digitizing their day to day routines. It provides intelligence in the form of a 360-degree view of the store inventory, real-time stock adjustments, efficient management of store deliveries and stock-takes, enhancing productivity end to end and ultimately providing a better customer experience. Its intuitive user interface has allowed for quick, universal acceptance by the 90,000+ store users, with minimal training. Using targeted implementation automation tools, the solution was successfully deployed across 3000+ stores across 7 different brands, within just 6 months. ""Our store transformation program is part of the various investments we have made in achieving the Group's strategy to enable consistently good customer and team experiences. TCS has been a critical partner in this journey. They have demonstrated deep contextual knowledge of our business and come up with out of the box ideas to address some of our technology challenges and opportunities. They are key to ensuring that our systems run smoothly, and go above and beyond for our business. We have awarded TCS Partner of the Year based on their delivery and passion to provide extraordinary service and support."" -- John Hunt, CIO, Woolworths Group TCS Annual Report 2019-20 Business 4.0 Stories I 30 # Powering Vitality UK's Ambition to be an Insurance Brand that is Positively Different ""The Vitality Shared Value model is based on the concept of interventions that will inspire behavioral change among our members - benefiting the person, us as the insurer and also wider society. Technology is a critical strategic enabler in our model. Partnering with TCS significantly accelerated our transformation journey, helping us launch newer innovations faster, while delivering a consistent, integrated experience to our members."" Kris Tokarzewski CTIO, Vitality UK Traditionally, selling health insurance does not offer too many opportunities for customer engagement. Post purchase, the interaction is usually limited to claims processing. And yet, one insurer has built an innovative, purpose-driven business model that is helping build deep relationships, support people in living healthier lives and become a beloved consumer brand. Vitality, the wholly owned subsidiary of South African giant, Discovery, is a poster child of the immensely successful shared value business model. It engages with policyholders continually to incentivize preventive behaviors that promote wellness, and in the process, reduces costs and builds positive relationships between the business and its customers. VitalityHealth actively promotes the adoption of healthy lifestyles by its members, incentivizing them to undertake regular activity through a generous rewards program that is redeemable across a curated partner ecosystem. TCS has been its innovation partner in this transformation journey, helping build the enabling technology layer for this wellness-oriented insurance ecosystem. TCS consolidated and simplified its technology stack, modernized its policy administration system and integrated it with the Vitality rewards platform. A customer portal makes individuals aware of their risk factors and ways to improve their health, track their reward points and redeem them. Vitality's innovative model has resulted in deeper member engagement, driving revenue and profit. New business revenue grew 15%, and operating profit grew 22% in 2019. Best of all, it is also well on its way to realize its ambition to be an insurance brand that consumers will love."
+"In five short years, Vitality is among the top 5 market leaders in the UK and enjoys a 50% prompted brand awareness. TCS Annual Report 2019-20 Business 4.0 Stories I 31 # PM-JAY: Leveraging Technology to Provide Healthcare Coverage to India's Poorest Crushing poverty can deprive the poor of access to quality healthcare. Ayushman Bharat was a bold and innovative scheme launched by the Government of India to achieve universal health coverage. Central to this is the Pradhan Mantri Jan Arogya Yojana (PM-JAY), the world's largest fully funded health insurance scheme covering 500 million of India's poorest. With its track-record in successfully executing some of India's largest transformational programs, deep domain knowledge and experience in implementing similar schemes in three states, TCS was a natural partner to the National Health Authority (NHA) in implementing this visionary undertaking. TCS designed a highly configurable, cloud-based solution architected for usability, scalability, high performance and security, supporting sophisticated analytics to detect fraud. The solution caters to all the ecosystem participants - the NHA, state bodies, hospitals, and TPAs, enabling multi-level online scrutiny of beneficiaries before pre-authorisation, transmission of electronic medical records, monitoring of treatment and outcomes, and claim verification, and ensures adherence to scheme SLAs. TCS' successful implementation helped NHA achieve a glitch-free rollout of the scheme within six months. Since its launch, the solution has processed claims pertaining to 7.3 million hospital admissions, demonstrating how technology can transform social services, and make a world of difference to over 5 million beneficiaries till date. It has been great experience for all the stakeholders viz. NHA, SHAs, Hospitals, Insurance companies and TPAs working with Team TCS. It was very heartening to see the proactive involvement of the Team, coming up with solutions acceptable to all stakeholders without diluting the objectives of the scheme. Dr Indu Bhushan CEO, National Health Authority Government of India TCS Annual Report 2019-20 Business 4.0 Stories I 32 # Ranked #1 in CUSTOMER SATISFACTION - #1 Seventh consecutive year # Fastest Growing Brand of the Decade # Rated as GLOBAL TOP EMPLOYER - Leader in Fifth consecutive year 85 Analyst Assessments # @ACT # CONSULTANCYAtn # TCS Pace Port New York Close Partnerships with Leading Technology Providers Promoting Health and Fitness through Global Marathon Sponsorships # TCS Annual Report 2019 Fastest Growing Brand I 33 # Notice Notice is hereby given that the twenty-fifth Annual General Meeting (""AGM"") of Tata Consultancy Services Limited will be held on Thursday, June 11, 2020 at 3:30 p.m. IST through Video Conferencing (""VC"") / Other Audio Visual Means (""OAVM"") to transact the following business: 1. To receive, consider and adopt: 1. the Audited Financial Statements of the Company for the financial year ended March 31, 2020, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends (including a special dividend) on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2019-20. 3. To appoint a Director in place of Aarthi Subramanian (DIN 07121802) who retires by rotation and, being eligible, offers herself for re-appointment. # Notes: 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (""MCA"") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as ""MCA Circulars"") permitted the holding of the AGM through VC / OAVM. 2. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed. 3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. 4. Institutional / Corporate Shareholders (i.e."
+"other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through. remote e-voting. The said Resolution/Authorization for transmission or transposition of securities. are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website https://on.tcs.com/form-sh-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to TCPL in case the shares are held in physical form. # 5. The Company has fixed Thursday, June 4, 2020 as the 'Record Date' for determining entitlement of members to final dividend for the financial year ended March 31, 2020, if approved at the AGM. # 6. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on Monday, June 15, 2020 as under: - i. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL""), collectively ""Depositories"", as of the close of business hours on Thursday, June 4, 2020. - ii. To all Members in respect of shares held in physical form after giving effect to valid transfer, transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, June 4, 2020. # 7. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received. # 8. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with TCPL in case the shares are held by them in physical form. # 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to TCPL in case the shares are held by them in physical form. # 10. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. # 11. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TCPL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. # 12. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM. # 13. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before June 10, 2020 through email on investor.relations@tcs.com. The same will be replied by the Company suitably. # 14. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor. # TCS Annual Report 2019-20 Education and Protection Fund (""IEPF""). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in."
+"For details, please refer to corporate governance report which is a part of this Annual Report and FAQ of investor page on Company's website http://on.tcs.com/IR-FAQ. 17. At the twenty-second AGM held on June 16, 2017, the Members approved appointment of B S R & Co LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-seventh AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the twenty-fifth AGM. 18. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/TCPL (in case of shares held in physical mode) and depositories (in case of shares held in demat mode). 19. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. 20. Instructions for e-voting and joining the AGM are as follows: # A. VOTING THROUGH ELECTRONIC MEANS i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to Csg-exemptforms@tsrdarashaw.com by 11:59 p.m. IST. # ii. The remote e-voting period commences on Monday, June 8, 2020 (9:00 a.m. IST) and ends on Wednesday, June 10, 2020 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, June 4, 2020 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM. # iii. The Board of Directors has appointed P N Parikh File: AR_TCS_2019_2020-1-314.md (Membership No. FCS 327) and failing him Jigyasa Ved (Membership No. FCS 6488) of Parikh & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner. # iv. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again. # v. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. # vi. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. # How to Log-in to NSDL e-voting website? 1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. 2."
+"Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under ""Shareholders"" section. 3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. cast your vote electronically. # Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/ # Step 2: Cast your vote electronically on NSDL e-voting system. # 4. Your User ID details are given below: # 5. Your password details are given below: ii) In case you have not registered your email address with the Company/Depository, please follow instructions mentioned below in this notice. # Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical # A) For Members who hold shares in demat account with NSDL. Your User ID is: 8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12****** # B) For Members who hold shares in demat account with CDSL. Your User ID is: 16 Digit Beneficiary ID For example, if your Beneficiary ID is 12************** then your user ID is 12************** # C) For Members holding shares in Physical Form. Your User ID is: EVEN Number followed by Folio Number registered with the company For example, if EVEN is 123456 and folio number is 001*** then user ID is 123456001*** # 6. If you are unable to retrieve or have not received the 'initial password' or have forgotten your password: a) Click on ""Forgot User Details/Password?"" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) ""Physical User Reset Password?"" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address. d) Members can also use the one-time password (OTP) based login for casting the votes on the e-Voting system of NSDL. # 7. After entering your password, click on Agree to ""Terms and Conditions"" by selecting on the check box. TCS Annual Report 2019-20 Notice I 38 # How to cast your vote electronically on NSDL e-voting system? 1. After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles. 2. After click on Active Voting Cycles, you will be able to see all the companies ""EVEN"" in which you are holding shares and whose voting cycle is in active status. 3. Select ""EVEN"" of the Company, which is 112923. 4. Now you are ready for e-voting as the Voting page opens. 5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify. 6. Upon confirmation, the message ""Vote cast successfully"" will be displayed. 7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. 9. After you click on the ""Login"" button, Home page of e-voting will open. # General Guidelines for shareholders 1. Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in. 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ""Forgot User Details/Password?"" or ""Physical User Reset Password?"" option available on https://www.evoting.nsdl.com to reset the password. 3."
+"In case of any queries relating to e-voting you may refer to the FAQs for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in. # Contact Information In case of any grievances connected with facility for e-voting, please contact Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Email: evoting@nsdl.co.in/pallavid@nsdl.co.in, Tel: 91 22 2499 4545/ 1800-222-990 # Process for registration of email id for obtaining Annual Report and user id/password for e-voting and updation of bank account mandate for receipt of dividend: # B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER: 1. Members will be able to attend the AGM through VC / OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the EVEN for Company's AGM. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL. # Physical Holding Send a request to the Registrar and Transfer Agents of the Company, TCPL at Csg-KYC@tsrdarashaw.com providing Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) for registering email address. Following additional details need to be provided in case of updating Bank Account Details: - a) Name and Branch of the Bank in which you wish to receive the dividend, - b) the Bank Account type, - c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions, - d) 9 digit MICR Code Number, and - e) 11 digit IFSC Code - f) a scanned copy of the cancelled cheque bearing the name of the first shareholder. # Demat Holding Please contact your Depository Participant (DP) and register your email address and bank account details in your demat account, as per the process advised by your DP. 2. Facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled for the AGM and will be available for Members on first come first served basis. 3. Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in / 1800-222-990 or contact Mr. Amit Vishal, Senior Manager - NSDL at amitv@nsdl.co.in / 022-24994360 / +91 9920264780 or Mr. Sagar Ghosalkar, Assistant Manager- NSDL at sagar.ghosalkar@nsdl.co.in / 022-24994553 / +91 9326781467. TCS Annual Report 2019-20 Notice I 40 # 4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at tcsagm.speakers@tcs.com from June 5, 2020 (9:00 a.m. IST) to June 7, 2020 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. # Other Instructions 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. 2. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. By Order of the Board of Directors RAJENDRA MOHOLKAR Company Secretary Membership No."
+"ACS 8644 Mumbai, May 15, 2020 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: 91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com TCS Annual Report 2019-20 Notice I 41 # Annexure to the Notice # Details of Directors seeking re-appointment at the Annual General Meeting |Particulars|Date of Birth|Date of Appointment|Qualifications|Expertise in specific functional areas|Directorships held in other companies|Memberships / Chairmanships of committees of other companies|Number of shares held in the Company| |---|---|---|---|---|---|---|---| |Aarthi Subramanian|June 26, 1967|March 12, 2015|B.Tech in Computer Science Master's Degree in Engineering Management|Wide experience in Information Technology|Tata Industries Limited Tata Capital Limited Tata AIA Life Insurance Company Limited Tata Digital Limited Tata Payments Limited|Tata Capital Limited Stakeholders' Relationship Committee (Chairperson) Corporate Social Responsibility Committee Information Technology Strategy Committee|5,600| For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the corporate governance report which is a part of this Annual Report. TCS Annual Report 2019-20 Notice I 42 # To the Members, # Directors' Report The Directors present the Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2020. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results |(` crore)|Unconsolidated|Unconsolidated|Consolidated|Consolidated| | | |---|---|---|---|---| |Financial Year 2019-20 (FY 2020)|Financial Year 2018-19 (FY 2019)|Financial Year 2019-20 (FY 2020)|Financial Year 2018-19 (FY 2019)| | |Revenue|131,306|123,170|156,949|146,463| |Other income|8,082|7,627|4,592|4,311| |Total income|139,388|130,797|161,541|150,774| |Expenses| | | | | |Operating expenditure|93,953|88,206|114,840|106,957| |Depreciation and amortisation expense|2,701|1,716|3,529|2,056| |Total expenses|96,654|89,922|118,369|109,013| |Profit before finance costs and tax|42,734|40,875|43,172|41,761| |Finance costs|743|170|924|198| |Profit before tax (PBT)|41,991|40,705|42,248|41,563| |Tax expense|8,731|10,640|9,801|10,001| |Profit for the year|33,260|30,065|32,447|31,562| |Attributable to:| | | | | |Shareholders of the Company|33,260|30,065|32,340|31,472| |Non-controlling interests|NA|NA|107|90| |Opening balance of retained earnings|77,159|74,080|85,520|79,755| |Closing balance of retained earnings|71,532|77,159|78,810|85,520| # 2. COVID-19 Although there are uncertainties due to the pandemic and reversal of the positive momentum gained in the last quarter of FY2020, the strong balance sheet position, best-in-class profitability and inherent resilience of the business model position the Company well to navigate the challenges ahead and gain market share. In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally. From a highly centralized model consisting of work spaces set in large delivery campuses capable of accommodating thousands of employees, the switch to work from home for employees all over extending all the elements of the Company's Open Agile Delivery model concept into a next-generation Secure Borderless Workspaces™ (SBWS) model was carried out seamlessly. As of March 31, 2020, work from home was enabled to close to 90 percent of the employees to work remotely and securely. This response has reinforced customer confidence in TCS and many of them have expressed their appreciation and gratitude for keeping their businesses running under most challenging conditions. The SBWS model ensures high quality and delivery certainty that the customers expect while addressing the issues around cyber security, project management practices and systems. Going forward, this location independent SBWS model could be a game changer due to its many advantages. # 3. Dividend For FY 2020, based on the Company's performance, the Directors have declared interim dividends of `27 per equity share and a special dividend of `40 per equity share. The Directors have also recommended a final dividend of `6 per equity share, taking the total dividend to `73 per equity share. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of `2,251 crore. The total dividend on equity shares including dividend tax for FY 2020 would aggregate `31,895 crore, resulting in a dividend payout of 95.9 percent of the unconsolidated profits of the Company. # 4. Transfer to reserves The closing balance of the retained earnings of the Company for FY 2020, after all appropriation and adjustments was `71,532 crore. # 5. Company's performance On a consolidated basis, the revenue for FY 2020 was `156,949 crore, higher by 7.2 percent over the previous year's revenue of `146,463 crore. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2020 and FY 2019 was `32,447 crore and `31,562 crore respectively."
+"The PAT attributable to shareholders for FY 2020 was `32,340 crore registering a growth of 2.8 percent over the PAT of `31,472 crore for FY 2019. For FY 2019, the Company paid a total dividend of `30 per equity share. Further, the Company bought back 76,190,476 equity shares at a price of `2,100 per equity share for an aggregate consideration of `16,000 crore and also allotted 1,914,287,591 equity shares as fully paid-up bonus shares in the ratio of 1:1. The total cash outflow for FY 2019 including dividend, dividend tax and buy-back consideration amounted to `29,148 crore. On an unconsolidated basis, the revenue for FY 2020 was `131,306 crore, higher by 6.6 percent over the previous year's revenue of `123,170 crore in FY 2019. The PAT attributable to shareholders for FY 2020 was `33,260 crore registering a growth of 10.6 percent over the PAT of `30,065 crore for FY 2019. # 6. Human resource development Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth. The Company had a net addition of 24,179 employees globally, taking its total employee count to 448,464. Fueled by inclusive hiring and heavy investment made to mentor and coach women at all levels, women currently account for 36.2 percent of the workforce, making the Company one of the largest employers of women in the world. An evolved onboarding model helped the Company to effectively integrate associates acquired through a strong localization focus. The diverse workforce represents 144 nationalities across 46 countries. The reimagined approach to learning and development has helped the Company train over 335,000 employees on digital technologies and over 417,000 employees on Agile methodologies. The Initial Learning Program approach has enabled faster release of freshers to projects. Post-offer engagement activities have also witnessed increased focus. Continual pursuit to connect with associates on a regular basis, communicate in an open and transparent manner, progressive HR policies and distinctive HR Business Partner model, guided by OneTCS culture, are yielding desired results. This is evident from the high retention rates and improved engagement levels of the associates. Attrition in FY 2020 was 12.1 percent for IT Services. The Company's internal employee satisfaction survey PULSE showed the highest employee satisfaction and engagement scores in the last 12 years. The Company has been appraised at Maturity Level 5 of the Capability Maturity Model Integration for Development (CMMI® V2.0 DEV). The Company was recognized as a 'Benchmark Leader', a first of its kind achievement in the Tata Group as part of the Tata Business Excellence Model assessment. Three Industry Solutions Unit achieved the 'Industry Leader' status while one of the units crossed over to the 'Benchmark Leader' band. # 7. Quality initiatives TCS' integrated Quality Management System (iQMSTM) continues to enable outstanding value and experience to its customers. iQMSTM is continually enhanced for emerging service offerings, new delivery methodologies, industry best practices and latest technologies. iQMSTM has been updated with handbooks and guidelines for Agile methodology. The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. In FY 2020, the Company successfully completed the surveillance audits for industry specific quality certifications viz., AS 9100 (Aerospace Industry), ISO 13485 (Medical Devices) and TL 9000 (Telecom Industry). The Company has also successfully completed the annual ISO surveillance audit. The Company is now amongst the world's first organizations to be recommended for certification to ISO 22301:2019 standard. The Company has committed to become Enterprise Agile by 2020. To achieve this vision, the Company has created 417,000 Agile ready workforce and 1000+ futuristic Agile Delivery Centres. TCS Location Independent AgileTM is a Company proprietary methodology consisting of processes, management structure and the technology that enables enterprise wide agile transformations without the location. The Company has also driven agility in TCS Financial Solutions Australia Holdings Pty Limited was deregistered with effect from January 29, 2020. Its holdings in TCS Financial Solutions Australia Pty Limited along with its other assets and liabilities were transferred to its holding company, TCS FNS Pty Limited which is a wholly owned subsidiary of the Company."
+"To reduce the delivery risks, the company has rolled out Guidelines for ""Service Delivery under SBWS"" and has been monitoring the 25,000 projects across the globe on a daily basis through the digitized dashboards. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels in the periodic surveys conducted by the Company. This is validated by top rankings in third-party surveys as well. # 8. Subsidiary companies The Company has 50 subsidiaries as on March 31, 2020. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). There has been no material change in the nature of the business of the subsidiaries. On June 26, 2019, pursuant to exercise of put option by Mitsubishi Corporation, Tata Consultancy Services Asia Pacific Pte. Ltd. acquired additional 15 percent stake in its joint venture with Mitsubishi Corporation in Tata Consultancy Services Japan, Ltd. # 9. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls provided in Section 149(6) of the Act along with Rules 12. Board evaluation and compliance systems established and maintained framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company. # 10. Directors and key managerial personnel O P Bhatt was re-appointed as an Independent Director at the twenty-fourth Annual General Meeting (AGM) held on June 13, 2019 for a period of five years w.e.f. June 27, 2019 up to June 26, 2024. During the year, Aman Mehta and Dr. Ron Sommer ceased to be the Directors with effect from June 26, 2019 upon completion of their term as Independent Directors. The Board places on record its appreciation for their invaluable contribution and guidance. Aarthi Subramanian retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders' approval for her re-appointment forms part of the Notice. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are: Rajesh Gopinathan, Chief Executive Officer and Managing Director, N Ganapathy Subramaniam, Chief Operating Officer and Executive Director, Ramakrishnan V, Chief Financial Officer and Rajendra Moholkar, Company Secretary. The term of Ramakrishnan V as the Chief Financial Officer was extended up to April 30, 2021. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc."
+"The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. # 11. Number of meetings of the Board Seven meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as. # 15. Audit committee File: AR_TCS_2019_2020-1-314.md The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. # 16. Auditors At the twenty-second AGM held on June 16, 2017 the Members approved appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-seventh AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM. # 17. Auditor's report and Secretarial audit report The statutory auditor's report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report. # 18. Risk management The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 19. Vigil Mechanism The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://on.tcs.com/WhistleBP. # 20. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements. # 13. Policy on directors' appointment and remuneration and other details The Company's policy on appointment of directors is available on https://on.tcs.com/ApptDirectors. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://on.tcs.com/remuneration-policy. # 14. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 21. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form No. AOC-2 and the same forms part of this report. # 22."
+"Corporate Social Responsibility The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://on.tcs.com/Global-CSR-Policy. # 23. Extract of annual return As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2020 is given in Annexure III in the prescribed Form No. MGT-9, which is a part of this report. The same is available on https://on.tcs.com/annual-return-19-20. The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below: |Name|Ratio to median remuneration|% increase in remuneration in the financial year| |---|---|---| |Non-executive directors| | | |N Chandrasekaran@|-|-| |Aman Mehta*|^|^| |Dr Ron Sommer*|^|^| |O P Bhatt**|32.09|(6.98)#| |Aarthi Subramanian@@|-|-| |Dr Pradeep Kumar Khosla|22.46|(6.67)#| |Hanne Sorensen|22.46|^^| |Keki Mistry|22.46|^^| |Don Callahan|22.46|^^| |Executive directors| | | |Rajesh Gopinathan|214.65|(16.53)#| |N Ganapathy Subramaniam|162.31|(12.87)#| |Chief Financial Officer| | | |Ramakrishnan V|-|(3.54)#| |Company Secretary| | | |Rajendra Moholkar|-|(0.12)#| TCS Annual Report 2019-20 Directors' Report I 49 # TCS Annual Report 2019-20 # Directors' Report As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. The managerial remuneration for the year decreased by 15 percent. The executive remuneration for FY 2020 is lower than FY 2019 in view of the economic conditions impacted by the COVID-19 pandemic. The Directors have decided to moderate the executive remuneration for this year to express solidarity and conserve resources. # a. The percentage increase in the median remuneration of employees in the financial year: 2 percent # b. The number of permanent employees on the rolls of Company: 448,464 # c. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was 6 percent in India. However, during the course of the year, the total increase is approximately 7.7 percent, after accounting for promotions and other event-based compensation revisions. Employees outside India received a wage increase varying from 2 percent to 6 percent. The increase in remuneration is in line with the market trends in the respective countries. # d. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. # e. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and Any Member interested in obtaining a copy of the same may write to the Company Secretary. # f. The remuneration for FY 2020 is lower than FY 2019 in view of the economic conditions impacted by the COVID-19 pandemic. The Directors have decided to moderate the remuneration. # 25. Integrated Report The Company being one of the top companies in the country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital. # 26. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached, which forms part of this report."
+"The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. # 27. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. The continued focus on Green IT and data center power management, has helped to reduce the Power Utilization Efficiency (PUE) of the 23 data centers to 1.66 from 1.67 in the last year. 22 of the 23 Data Centers have achieved the target PUE of 1.65. Data center / server room consolidation, higher rack utilization, UPS rationalization have been the key levers. The Company has also reduced the distributed IT power use by reducing the watts per seat from 200 to 85 over the last 3 years. # 28. Conservation of energy, technology absorption, foreign exchange earnings and outgo Conservation of energy: The eco-efficiency journey at TCS revolves around infrastructure and operations. TCS strategy to build green and operate optimally has led to year-on-year reduction in specific energy footprint by 11.9 percent and specific carbon footprint by ~11.8 percent, on per FTE basis. Technology absorption, adaption and innovation: Research & Development (R&D): Specific areas in which R&D was carried out by the Company TCS Research and Innovation is strongly aligned with the Company's vision of Growth and Transformation underpinned by Enterprise-wide Agile and the AI-powered Machine First Delivery Model™. In FY20, the Company added 2 MWp of rooftop solar across TCS campuses, taking the total to 7.6 MWp. Total renewable energy units generated from rooftop solar projects and sourced through power purchase agreements is cumulatively 59.5 million units in FY19-20 which is 10.9 percent of the total electricity consumption. The shift to low carbon operations by switching over to energy efficient Light Emitting Diode (LED) technology has resulted in saving of 11 million units of electricity across TCS India operations. TCS continues to expand its foundational research, in core computing areas and the intersections with other sciences. New areas such as media and advertising, meta materials, quantum computing and sensing have been added. TCS Research engages with its ecosystem in many areas including AI and 5G. TCS Researchers presented 200+ papers in premier conferences and produced books and book chapters through the year. The Company released its second book of essays. # TCS Annual Report 2019-20 # Directors' Report entitled 'Reimagining Research' describing several of its key research projects. TCS Pace Port™ delivers speedy, collaborative innovation to customers by providing access to COIN accelerators and academic research, in agile workspaces with innovation showcases. A number of customers were held through the year. Research and innovation teams worked with customers on several new ideas aligned with their business. Examples include: value addition through AI for a retailer's supply chain; robots to spot blast holes for a mining company; forklift damage detection using augmented reality for a forklift rental business; collusion and spoofing prevention methods for clearinghouses; foreign particle detection in steel manufacture; customer lifecycle value optimization with a digital twin for a communication service provider; multiscale modelling of digital skin for a pharma company. The contribution to TCS' 3P vision of patents, products and platforms continues. Ignio™, a cognitive automation solution, was significantly enhanced this year. TCS MasterCraft™ products have 110+ active customers. New features added this year include TransformPlus for application translation and cloud migration, and DataPlus for personal data protection in India. Jile™ 4.0, a new version of the flexible, agile planning and delivery offering was launched. A healthy pipeline of assets moved through the New Products and Services Development governance framework. TCS R&I remained closely connected to customers through events in different geographies. The TCS Innovation Forum was held in Tokyo, New York City, Sao Paulo and London attracted 700+ customers. # Future Plan of Action The Company leveraged both the academic research ecosystem and the emerging technology ecosystem for collaborative research as part of its Co-Innovation (TCS COINTM) Program. It has 50+ projects in emerging technologies with global academic institutes. The emerging tech COIN program is embedding itself in customer projects. The Company has applied for 5,216 patents cumulatively. The Company has been granted 1,341 patents. TCS Advanced Drug Development (ADD), TCS Optumera and the SMU-TCS iCity Lab's SHINESeniors project have won prestigious awards."
+"The Company continued to foster the culture of innovation, with one crowdsourced innovation event a week. The TCS Innovista competition attracted 6,500+ entries across business units. # Expenditure on R&D # Foreign exchange earnings and outgo TCS innovation Labs are located in India and other parts of the world. These R&D centers, as certified by Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2020 and FY 2019 are given below: |Expenditure on R&D and innovation| |Unconsolidated| |Consolidated| | | | |---|---|---|---|---|---|---|---| | | |FY 2020|FY 2019|FY 2020|FY 2019| | | |a. Capital| | | |2|2|2|2| |b. Recurring| |300|303|304|306| | | |c. Total R&D expenditure (a+b)| |302|305|306|308| | | |d. Innovation center expenditure| |1,458|1,285|1,561|1,352| | | |e. Total R&D and innovation expenditure (c+d)| |1,760|1,590|1,867|1,660| | | |f. R&D and innovation expenditure as a percentage of total turnover| |1.3%|1.3%|1.2%|1.1%| | | Export revenue constituted 93.4 percent of the total unconsolidated revenue in FY 2020 (93.3 percent in FY 2019). |Foreign exchange earnings and outgo|FY 2020|FY 2019| |---|---|---| |a. Foreign exchange earnings|128,501|119,499| |b. CIF Value of imports|569|447| |c. Expenditure in foreign currency|51,748|49,336| # 29. Acknowledgments The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N Chandrasekaran Mumbai, April 16, 2020 Chairman TCS Annual Report 2019-20 Directors' Report I 53 # Annexure I # Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) # Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under fourth proviso thereto: # 1. Details of contracts or arrangements or transactions not at arm's length basis: Tata Consultancy Services Limited (the Company) has not entered into any contract/arrangement/ transaction with its related parties, which is not in ordinary course of business or at arm's length during FY 2020. The Company has laid down policies and processes/ procedures so as to ensure compliance to the subject section in the Companies Act, 2013 (Act) and the corresponding Rules. In addition, the process goes through internal and external checking, followed by quarterly reporting to the Audit Committee. |(a) Name(s) of the related party and nature of relationship:|Not Applicable| |---|---| |(b) Nature of contracts/arrangements/transactions:|Not Applicable| |(c) Duration of the contracts/arrangements/transactions:|Not Applicable| |(d) Salient terms of the contracts or arrangements or transactions including the value, if any:|Not Applicable| |(e) Justification for entering into such contracts or arrangements or transactions:|Not Applicable| |(f) Date(s) of approval by the Board, if any:|Not Applicable| |(g) Amount paid as advances, if any:|None| |(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188:|Not Applicable| Note: All related party transactions are benchmarked for arm's length, approved by Audit Committee and reviewed by Statutory Auditors. The above disclosures on material transactions are based on threshold of 10 percent of consolidated turnover and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. # 2. Details of material contracts or arrangement or transactions at arm's length basis: |(a) Name(s) of the related party and nature of relationship:|Not Applicable| |---|---| |(b) Nature of contracts/arrangements/transactions:|Not Applicable| |(c) Duration of the contracts/arrangements/transactions:|Not Applicable| On behalf of the Board of Directors N Chandrasekaran Mumbai, April 16, 2020 Chairman # Annexure II # Annual Report on CSR Activities A brief outline of the Company's Corporate Social Responsibility (CSR) Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs: The guiding principle of TCS' CSR programs is ""Impact through Empowerment"". Empowerment results in enabling people to lead a better life."
+"The Company's focus areas are Education and Skill Development, Health and Wellness and Environmental Sustainability. In addition, the Company has been supporting the restoration of heritage sites as well as participating in relief operations during natural disasters. The Company's participation focuses on operations where it can contribute meaningfully either through employee volunteering or by using core competency which develops solutions. In addition, for key engagements, it also partners with other Tata entities, NGOs, Government and clients. The communities that the Company chooses are economically backward, and consist of marginalized groups (like women, children and aged) and differently abled. In addition, the Affirmative Action programs of the Company in India are directed towards SC/ST communities as defined by the Government of India. # 1. Manner in which the amount spent during the financial year: Annexed # 2. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Not Applicable # 3. The composition of the CSR committee: The Company has a CSR committee of directors comprising N Chandrasekaran, Chairman of the Committee, O P Bhatt and N Ganapathy Subramaniam. # 4. Average net profit of the company for last three financial years for the purpose of computation of CSR: ₹30,003 crore. # 5. Prescribed CSR Expenditure (two per cent of the amount as in item 2 above): ₹600 crore. # 6. Details of CSR spent during the financial year: |a. Total amount to be spent for the financial year:|₹600 crore| |---|---| |b. Amount unspent:|Nil| # 7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and CSR policy of the Company. Rajesh Gopinathan Chief Executive Officer and Managing Director N Chandrasekaran Chairman, Corporate Social Responsibility Committee Mumbai, April 16, 2020 1 201-1 TCS Annual Report 2019-20 Directors' Report I 55 # 4(c) Manner in which amount spent during the financial year is detailed below: |Sr. No.|CSR Project or Activity|Sector in which project is covered| |---|---|---| |1.|Training and educating children, women, elderly, differently abled, scholarships, special education and increasing employability|Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects, measures for reducing inequalities faced by socially and economically backward groups| |2.|Disaster Relief, technical support for Hospitals including Cancer Institutes, promoting hygienic sanitation.|Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water| |Projects or programs|Amount Outlay (budget)|Amount spent on the projects or program|Cumulative Expenditure up to the reporting period|Amount Spent : Direct or through implementing agency| |---|---|---|---|---| |(1) Local area or other project or program wise|423|114|397|Through implementing agency| |(2) Specify the State and district where projects or programs was undertaken|849|176|782|Through implementing agency| TCS Annual Report 2019-20 Directors' Report I 56 # TCS Annual Report 2019-20 # Directors' Report |Sr. No.|CSR Project or Activity|Sector in which project is covered|Projects or programs identified|Amount Outlay (budget)|Amount spent on the projects or program|Cumulative Expenditure up to the reporting period|Amount spent: Direct or through implementing agency| |---|---|---|---|---|---|---|---| |3.|Water conservation through desilting, repair and maintenance of lakes, watershed restoration for sustainability and flood protection|Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga|Pan India|18|6|11|Direct| |4.|Contribution to Foundation/Trusts|Various sectors covered by Schedule VII of the Companies Act, 2013|Pan India|886|303|885|Through implementing agency| |Sub-total|Sub-total|Sub-total|Sub-total|2,176|599|2,075| | |Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|Overheads for various CSR initiatives|3| |Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|602| Note: With respect to the projects identified by the Company as a part of its CSR activities, the Company had an outlay of `2,186 crore against which a cumulative expenditure of `2,082 crore has been incurred up to March 31, 2020. # Annexure III # Form No."
+"MGT-9 # Extract of Annual Return as on the financial year ended on March 31, 2020 [Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] # I. REGISTRATION AND OTHER DETAILS: |i. CIN:|L22210MH1995PLC084781| |---|---| |ii. Registration Date:|January 19, 1995| |iii. Name of the Company:|Tata Consultancy Services Limited| |iv. Category / Sub-Category of the Company:|Company Limited by shares / Indian Non-Government Company| |v. Address of the Registered office and contact details:|9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Tel: 91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com| |vi. Whether listed company:|Yes| |vii. Name, Address and Contact details of Registrar and Transfer Agent, if any:|TSR Darashaw Consultants Private Limited, 6, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 Tel: 91 22 6656 8484 Fax: 91 22 6656 8494 Email: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com| # II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the Company shall be stated: |Sr. No.|Name and description of main products / services|NIC Code of the product / service|% to total turnover of the Company| |---|---|---|---| |1.|Computer Programming, Consultancy and Related Activities|620|100| TCS Annual Report 2019-20 Directors' Report I 58 # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES |Sr. No.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |1.|Tata Sons Private Limited Bombay House, 24, Homi Modi Street, Mumbai, Maharashtra 400001, India|U99999MH1917PTC000478|Holding|72|2(46)| |2.|APTOnline Limited STP Block SGA-Z4, Synergy Park (Non-SEZ) Campus, Opp. DLF Cybercity, Gachibowli, Hyderabad 500032, India|U75142TG2002PLC039671|Subsidiary|89|2(87)| |3.|C-Edge Technologies Limited Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai, Maharashtra 400093, India|U72900MH2006PLC159038|- do -|51|2(87)| |4.|MP Online Limited No 4th Floor, OB 14 to 17 DB City Corporate Block, DB Mall Arera Hill, Bhopal 462011, Madhya Pradesh, India|U72400MP2006PLC018777|- do -|89|2(87)| |5.|TCS e-Serve International Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U72300MH2007PLC240002|- do -|100|2(87)| |6.|MahaOnline Limited Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai 400032, Maharashtra, India|U72900MH2010PLC206026|- do -|74|2(87)| |7.|TCS Foundation 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U74999MH2015NPL262710|- do -|100|2(87)| |8.|Tata Consultancy Services (Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|Not Applicable|- do -|100|2(87)| |9.|Tata Consultancy Services (South Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|- do -|- do -|100|2(87)| |10.|Tata Consultancy Services Qatar S. S. C. Al Bidda Tower, Corniche Street, 7th floor, Building no. 56, Zone no. 60, Street no. 830, P.O. Box No. 207210, Doha, State of Qatar|- do -|- do -|100|2(87)| |11.|Tata Consultancy Services Saudi Arabia Akaria, Centre II, 7th Floor, Office No 712, Riyadh - 11372, Kingdom of Saudi Arabia|- do -|- do -|76|2(87)| 1 102-45 TCS Annual Report 2019-20 Directors' Report I 59 # TCS Annual Report 2019-20 # Directors' Report File: AR_TCS_2019_2020-1-314.md |Sr. No.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |12.|Tata Consultancy Services Asia Pacific Pte Ltd. 60, Anson Road, # 18-01, Mapletree Anson, Singapore 079914|- do -|- do -|100|2(87)| |13.|Tata Consultancy Services Malaysia Sdn Bhd 12th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya Selangor, Malaysia|- do -|- do -|100|2(87)| |14.|Tata Consultancy Services (China) Co., Ltd. 1st floor, Tower D 3rd Block Zhongguancun Software Park, Building No. 9, No. 8 Dongbeiwang West Road, Haidian District, Beijing, People's Republic of China|- do -|- do -|93.2|2(87)| |15.|PT Tata Consultancy Services Indonesia Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega, Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950, Indonesia|- do -|- do -|100|2(87)| |16.|Tata Consultancy Services (Thailand) Limited 32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, Wattana District, Bangkok, Thailand|- do -|- do -|100|2(87)| |17.|Tata Consultancy Services (Philippines) Inc. 10th Floor, Panorama Towers, 34th Street Corner, Lane A, Bonifacio Global City, Taguig City, Philippines 1634|- do -|- do -|100|2(87)| |18.|Tata Consultancy Services Japan, Ltd. 4-1-4 Shibakoen, Minato Ku, Tokyo, Japan|- do -|- do -|66|2(87)| |19.|Tata Consultancy Services Canada Inc. 400 University Avenue, 25th Floor, Toronto, Ontario M5G 1S5, Canada|- do -|- do -|100|2(87)| |20.|Tata Consultancy Services De Espana S.A. C/ Santa Leonor 65, Edificio F 2a Planta 28037, Madrid, Spain|- do -|- do -|100|2(87)| |21.|Tata Consultancy Services Deutschland GmbH Messeturm, D-60308 Frankfurt a.M., Germany|- do -|- do -|100|2(87)| |22.|Tata Consultancy Services Netherlands BV Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam, The Netherlands|- do -|- do -|100|2(87)| |Sr."
+"No.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |23.|Tata Consultancy Services Sverige AB Mäster Samuelsgatan, 42 SE 111 57, Sweden|- do -|- do -|100|2(87)| |24.|Tata Consultancy Services Belgium Lenneke Marelaan 6, 1932 Sint-Stevens-Woluwe, Belgium|- do -|- do -|100|2(87)| |25.|TCS Italia s.r.l. Corso Italia 1, Milano 20122, Italy|- do -|- do -|100|2(87)| |26.|Diligenta Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|- do -|100|2(87)| |27.|Tata Consultancy Services (Portugal) Unipessoal, Limitada Av. José Gomes Ferreira, 15.7 U, 1495-139 Algés, Portugal|- do -|- do -|100|2(87)| |28.|Tata Consultancy Services Luxembourg S.A. Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg|- do -|- do -|100|2(87)| |29.|Tata Consultancy Services Switzerland Ltd. Thurgauerstrasse 36/38, 8050 Zurich, Switzerland|- do -|- do -|100|2(87)| |30.|Tata Consultancy Services Osterreich GmbH Orbi Tower, Thomas Klestil-Platz 13, 1030 Wien, Austria|- do -|- do -|100|2(87)| |31.|Tata Consultancy Services Danmark ApS C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark|- do -|- do -|100|2(87)| |32.|Tata Consultancy Services France SA Tour Franklin-La Defense 8, 100/101 Terrasse Boieldieu -92042, La Defense Cedex, Paris, France|- do -|- do -|100|2(87)| |33.|TCS Business Services GmbH Elisabethstr 11, 40217, Dusseldorf, Germany|- do -|- do -|100|2(87)| |34.|TCS FNS Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| TCS Annual Report 2019-20 Directors' Report I 61 |Sr.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |35.|TCS Financial Solutions Australia Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |36.|TCS Financial Solutions Beijing Co., Ltd. Unit 2509, No.23, Qinghe Anningzhuang East Road No.18, Haidian District, Beijing, Peoples Republic China 100193|- do -|- do -|100|2(87)| |37.|TCS Iberoamerica SA Monte Caseros 2600, 1329; Montevideo, Uruguay (Postal Code: 11100)|- do -|- do -|100|2(87)| |38.|TCS Solution Center S.A. Ruta 8, km 17500, Zonamerica, Ed 600, Montevideo, Uruguay|- do -|- do -|100|2(87)| |39.|Tata Consultancy Services Argentina S.A. Uspallata 3046; Capital Federal, Ciudad Autónoma de Buenos Aires, Argentina (CP: C1437JCJ)|- do -|- do -|100|2(87)| |40.|Tata Consultancy Services De Mexico S.A., De C.V. Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, Ciudad de Mexico, México, DF, México (Postal Code: 03100)|- do -|- do -|100|2(87)| |41.|TCS Inversiones Chile Limitada Curico 18, Piso 3 & 5, Santiago, Chile (Postal Code: 8330088)|- do -|- do -|100|2(87)| |42.|Tata Consultancy Services Do Brasil Ltda Alameda Madeira, 328 - 13° andar, Alphaville Industrial - Barueri - SP. Zip Code 06453-020|- do -|- do -|100|2(87)| |43.|Tata Consultancy Services Chile S.A. Curicó 18, Piso 3 & 5, Santiago, Chile (Postal Code: 8330088)|- do -|- do -|100|2(87)| |44.|TATASOLUTION CENTER S.A. Francisco Salazar E10-61 and Camilo Destruge, Building INLUXOR 7th Floor; Quito, Ecuador|- do -|- do -|100|2(87)| |45.|TCS Uruguay S.A. Monte Caseros 2600, Montevideo, Uruguay (Postal Code:11100)|- do -|- do -|100|2(87)| TCS Annual Report 2019-20 Directors' Report I 62 |Sr. No.|Name and address of the Company|CIN/GLN|Holding/ Subsidiary/ Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |46.|Technology Outsourcing S.A.C. Las Begonisa 475, Sexto Pisa, San Isidro, Lima 27- Peru|- do -|- do -|100|2(87)| |47.|MGDC S.C. Avenue Tizoc No.97, Colonia Ciudad del Sol, Zapopan Jalisco, Guadalajara, Mexico (Postal Code 45050)|- do -|- do -|100|2(87)| |48.|Tata America International Corporation 101, Park Avenue, 26th Floor, New York 10178, U.S.A.|- do -|- do -|100|2(87)| |49.|CMC Americas, Inc. 379 Thornall Street, Edison 08837, New Jersey, U.S.A.|- do -|- do -|100|2(87)| |50.|TCS e-Serve America, Inc. 379 Thornall Street, Edison 08837, New Jersey, U.S.A.|- do -|- do -|100|2(87)| |51.|W12 Studios Limited 75 Bayham Street, London, England, NW1 0AA|- do -|- do -|100|2(87)| TCS Annual Report 2019-20 Directors' Report I 63 # IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) # i) Category-wise Shareholding |Sr. No.|Category of shareholders| |No. of shares held at the beginning of the year April 1, 2019| | | | |No."
+"of shares held at the end of the year March 31, 2020| | |%|Change during the year| |---|---|---|---|---|---|---|---|---|---|---|---|---| |(A) Promoters and Promoter Group|(1) Indian|(a) Individuals / HUF|-|-|-|-|-| | | | | | |(b) Central Government/State Government(s)|-|-|-|-|-| | | | | | | | |(c) Bodies Corporate|2,703,542,000| |-|2,703,542,000| |72.0|2,703,542,000|-|2,703,542,000|72.0|-| | |(d) Financial Institutions / Banks|-|-|-|-|-| | | | | | | | |(e) Other- Trust|-|-|-|-|-| | | | | | | | |Sub-Total (A) (1)|2,703,542,000|-|2,703,542,000| | |72.0|2,703,542,000|-|2,703,542,000|72.0|-| | |(2) Foreign|(a) Individuals (Non- Resident Individuals/Foreign Individuals)|-|-|-|-|-| | | | | | | |(b) Bodies Corporate|-|-|-|-|-| | | | | | | | |(c) Institutions|-|-|-|-|-| | | | | | | | |(d) Qualified Foreign Investor|-|-|-|-|-| | | | | | | | |(e) Any Other (specify)|-|-|-|-|-| | | | | | | | |Sub-Total (A) (2)|-|-|-|-|-| | | | | | | | |Total Shareholding of Promoter and Promoter Group (A)|2,703,542,000| |-|2,703,542,000| |72.0|2,703,542,000|-|2,703,542,000|72.0|-| | TCS Annual Report 2019-20 Directors' Report I 64 # TCS Annual Report 2019-20 # Directors' Report |Sr.|Category of shareholders|No. of shares held at the beginning of the year April 1, 2019|No. of shares held at the end of the year March 31, 2020|%|No. of shares|% of total|Change during the year| |---|---|---|---|---|---|---|---| |(B)|Public Shareholding| | | | | | | |(1)|Institutions| | | | | | | |(a)|Mutual Funds / UTI|93,354,218|95,695,453|2.5|3,450|2.6|0.1| |(b)|Financial Institutions / Banks|707,232|1,844,729|-|5,110|0.1|0.1| |(c)|Central Government / State Governments(s)|2,037,771|2,420,388|0.1|-|0.1|-| |(d)|Venture Capital Funds|-|-|-|-|-|-| |(e)|Insurance Companies|196,172,807|200,941,420|5.2|-|5.3|0.1| |(f)|Foreign Institutional Investors|4,732,576|979,740|0.1|-|-|(0.1)| |(g)|Foreign Venture Capital Investors|-|-|-|-|-|-| |(h)|Qualified Foreign Investor|-|-|-|-|-|-| |(i)|Foreign Portfolio Investors (Corporate)|588,110,025|589,641,314|15.7|-|15.7|-| |(j)|Any Other (specify)|-|-|-|-|-|-| |Sub-Total (B) (1)| |885,114,629.0|891,523,044|23.6|8,560|23.8|0.2| |(2)|Non-Institutions| | | | | | | |(a)|Bodies Corporate|12,451,882|12,428,282|0.3|34,647|0.3|-| |(b)|Individuals -|114,051,696|111,069,357|3.1|1,414,588|3.0|(0.1)| | |Individual shareholders holding nominal share capital upto| | | | | | | | |`1 lakh| | | | | | | # TCS Annual Report 2019-20 # Directors' Report |Sr.|Category of shareholders|No. of shares held at the beginning of the year April 1, 2019|No. of shares held at the end of the year March 31, 2020|%|No.|Demat|Physical|Total|% of total|Demat|Physical|Total|% of total|Change during the year| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |ii|Individual shareholders holding nominal share capital in excess of `1 lakh|20,132,741|-|20,132,741|0.5|12,091,576|-|12,091,576|0.3|(0.2)| | | | | |(c)|Qualified Foreign Investor|-|-|-|-|-|-|-|-|-| | | | | |(d)|Any Other| | | | | | | | | | | | | | |i|Trusts|9,879,420|-|9,879,420|0.3|11,230,590|-|11,230,590|0.3|-| | | | | |ii|Foreign Companies|56|-|56|-|56|-|56|-|-| | | | | |iii|Clearing Members / Clearing House|3,842,202|-|3,842,202|0.1|7,107,736|-|7,107,736|0.2|0.1| | | | | |iv|Alternative Investment Fund|1,663,495|-|1,663,495|0.1|1,820,360|-|1,820,360|0.1|-| | | | | |v|IEPF Suspense A/c|248,790|-|248,790|-|301,900|-|301,900|-|-| | | | | |Sub-total (B) (2)| |162,270,282|1,449,235|163,719,517|4.4|156,049,857|1,261,345|157,311,202|4.2|(0.2)| | | | | |Total Public Shareholding| |1,047,384,911|1,457,795|1,048,842,706|28.0|1,047,572,901|1,269,805|1,048,842,706|28.0|-| | | | | |(B) = (B)(1)+(B)(2)| |3,750,926,911|1,457,795|3,752,384,706|100.0|3,751,114,901|1,269,805|3,752,384,706|100.0|-| | | | | |(C)|Shares held by Custodians and against which Depository Receipts have been issued|-|-|-|-|-|-|-|-|-| | | | | |GRAND TOTAL (A)+(B)+(C)| |3,750,926,911|1,457,795|3,752,384,706|100.0|3,751,114,901|1,269,805|3,752,384,706|100.0|-| | | | | # ii) Shareholding of Promoters (including Promoter Group) |Sr. No.|Shareholder's Name|Shareholding at the beginning of the year April 1, 2019| | | | |Shareholding at the end of the year March 31, 2020|% change in shareholding| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |1.|Tata Sons Private Limited (Promoter)|No. of shares: 2,702,450,947 % of total shares of the Company: 72.0 % of shares pledged/encumbered to total shares: 2.1|No. of shares: 2,702,450,947 % of total Shares of the Company: 72.0 % of shares pledged/encumbered to total shares: 2.1| | | | | | | | |-| |2.|Tata Industries Limited*|No. of shares: 7,220 % of total shares of the Company: - % of shares pledged/encumbered to total shares: -|No. of shares: 7,220 % of total Shares of the Company: - % of shares pledged/encumbered to total shares: -|-| | | | | | | | | |3.|Tata Investment Corporation Limited*|No. of shares: 1,036,269 % of total shares of the Company: - % of shares pledged/encumbered to total shares: -|No. of shares: 1,036,269 % of total Shares of the Company: - % of shares pledged/encumbered to total shares: -|-| | | | | | | | | |4.|Tata Steel Limited*|No. of shares: 46,798 % of total shares of the Company: - % of shares pledged/encumbered to total shares: -|No. of shares: 46,798 % of total Shares of the Company: - % of shares pledged/encumbered to total shares: -|-| | | | | | | | | |5.|The Tata Power Company Limited*|No. of shares: 766 % of total shares of the Company: - % of shares pledged/encumbered to total shares: -|No. of shares: 766 % of total Shares of the Company: - % of shares pledged/encumbered to total shares: -|-| | | | | | | | | |Total|No."
+"of shares: 2,703,542,000 % of total shares of the Company: 72.0 % of shares pledged/encumbered to total shares: 2.1|No. of shares: 2,703,542,000 % of total Shares of the Company: 72.0 % of shares pledged/encumbered to total shares: 2.1| | | | | | | | | |-| *Forms part of the Promoter Group. # iii) Change in Promoter's (including Promoter Group) Shareholding (please specify, if there is no change) |Sr. No.|Name of the shareholder|Shareholding at the beginning of the year April 1, 2019|Date|Reason|Increase/Decrease in Shareholding|Cumulative shareholding during the year| |---|---|---|---|---|---|---| |1.|Tata Sons Private Limited (Promoter)|No. of shares: 2,702,450,947 % of total shares of the Company: 72.0|-|-|-|No. of Shares: 2,702,450,947 % of Total Shares of the Company: 72.0| |2.|Tata Industries Limited*|No. of shares: 7,220 % of total shares of the Company: -|-|-|-|No. of Shares: 7,220 % of Total Shares of the Company: -| |3.|Tata Investment Corporation Limited*|No. of shares: 1,036,269 % of total shares of the Company: -|-|-|-|No. of Shares: 1,036,269 % of Total Shares of the Company: -| |4.|Tata Steel Limited*|No. of shares: 46,798 % of total shares of the Company: -|-|-|-|No. of Shares: 46,798 % of Total Shares of the Company: -| |5.|The Tata Power Company Limited*|No. of shares: 766 % of total shares of the Company: -|-|-|-|No. of Shares: 766 % of Total Shares of the Company: -| *Forms part of the Promoter Group. # iv) Shareholding Pattern of Top ten shareholders (other than Directors, Promoters and holder of GDRs and ADRs): |Sr. No.|Top Ten Shareholders*|Shareholding at the beginning of the year| |Cumulative shareholding at the end of the year| | | | |---|---|---|---|---|---|---|---| | | |No. of shares|% of total shares of the Company|No. of shares|% of total shares of the Company| | | |1.|Life Insurance Corporation of India|152,493,927|4.1|157,538,396| | |4.2| |2.|Invesco Oppenheimer Developing Markets Fund|16,731,906|0.4|28,045,020| | |0.8| |3.|SBI Mutual Fund|21,680,561|0.6|26,429,597| | |0.7| |4.|Axis Mutual Fund Trustee Limited|15,244,614|0.4|16,609,800|0.4| | | |5.|Government of Singapore|18,028,475|0.5|16,012,250| | |0.4| |6.|Vanguard Total International Stock Index Fund|13,978,944|0.4|15,772,829|0.4| | | |7.|Vanguard Emerging Markets Stock Index Fund, A Series Of Vanguard International Equity Index Funds|14,112,213|0.4|13,199,846|0.4| | | |8.|ICICI Prudential Life Insurance Company Ltd|16,139,316|0.4|12,868,617| | |0.3| |9.|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|19,248,438|0.5|12,257,728| | |0.3| |10.|Wgi Emerging Markets Fund LLC|10,193,241|0.3|11,243,846|0.3| | | *The shares of the Company are traded on daily basis and hence the datewise increase/decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. TCS Annual Report 2019-20 Directors' Report I 68 # v) Shareholding of Directors and Key Managerial Personnel: |Sr. No.|Name of the Shareholder|Date|Reason|Shareholding at the beginning of the year|Cumulative shareholding at the end of the year| |---|---|---|---|---|---| |1.|N Chandrasekaran|01-Apr-2019|-|No. of shares: 177,056 % of total shares of the Company: -|No. of shares: 177,056 % of total shares of the Company: -| | | |31-Mar-2020|-|No. of shares: 177,056 % of total shares of the Company: -|No. of shares: 177,056 % of total shares of the Company: -| |2.|Aarthi Subramanian|01-Apr-2019|-|No. of shares: 5,600 % of total shares of the Company: -|No. of shares: 5,600 % of total shares of the Company: -| | | |31-Mar-2020|-|No. of shares: 5,600 % of total shares of the Company: -|No. of shares: 5,600 % of total shares of the Company: -| |3.|Rajesh Gopinathan|01-Apr-2019|-|No. of shares: 2,260 % of total shares of the Company: -|No. of shares: 2,760 % of total shares of the Company: -| | | |14-Oct-2019|Purchase of Shares|No. of shares: 500 % of total shares of the Company: -|No. of shares: 2,760 % of total shares of the Company: -| | | |31-Mar-2020|-|No. of shares: 2,760 % of total shares of the Company: -|No. of shares: 2,760 % of total shares of the Company: -| |4.|N Ganapathy Subramaniam|01-Apr-2019|-|No. of shares: 197,760 % of total shares of the Company: -|No. of shares: 197,760 % of total shares of the Company: -| | | |31-Mar-2020|-|No. of shares: 197,760 % of total shares of the Company: -|No. of shares: 197,760 % of total shares of the Company: -| |5.|Keki Mistry|01-Apr-2019|-|No. of shares: 4,078 % of total shares of the Company: -|No. of shares: 4,078 % of total shares of the Company: -| | | |31-Mar-2020|-|No. of shares: 4,078 % of total shares of the Company: -|No. of shares: 4,078 % of total shares of the Company: -| |1.|Ramakrishnan V|01-Apr-2019|-|No. of shares: 2,000 % of total shares of the Company: -|No. of shares: 2,000 % of total shares of the Company: -| | | |31-Mar-2020|-|No. of shares: 2,000 % of total shares of the Company: -|No."
+"of shares: 2,000 % of total shares of the Company: -| |2.|Rajendra Moholkar|01-Apr-2019|-|No. of shares: 364 % of total shares of the Company: -|No. of shares: 364 % of total shares of the Company: -| | | |31-Mar-2020|-|No. of shares: 364 % of total shares of the Company: -|No. of shares: 364 % of total shares of the Company: -| # V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment |(` crore)|Secured Loans excluding deposits|Unsecured Loans|Deposits|Total Indebtedness| |---|---|---|---|---| |Note 1|Note 2|Note 3| | | |Indebtedness at the beginning of the financial year| | |4|4| |i) Principal Amount|-|-|4|4| |ii) Interest due but not paid|-|-|-|-| |iii) Interest accrued but not due|-|-|-|-| |Total (i+ii+iii)|-|-|4|4| |Change in Indebtedness during the financial year| | | | | |*≈ Addition|14,719|-|-|14,719| |*≈ Reduction|(14,719)|-|-|(14,719)| |Net Change|-|-|-|-| |Indebtedness at the end of the financial year| | |4|4| |i) Principal Amount|-|-|4|4| |ii) Interest due but not paid|-|-|-|-| |iii) Interest accrued but not due|-|-|-|-| |Total (i+ii+iii)|-|-|4|4| *Opening balance adjusted on account of transition to Ind AS 116 Leases. Note: Deposits represent amounts received from lessee for the premises given on sub-lease and from vendors for contracts to be executed. TCS Annual Report 2019-20 Directors' Report I 70 # VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL # A. Remuneration to Managing Director, Whole-time Directors and / or Manager: |Sr. No.|Particulars of Remuneration| |Name of MD/WTD/Manager| | | | |---|---|---|---|---|---|---| |1.|Gross salary|Rajesh Gopinathan|Chief Executive Officer and Managing Director|135.90| | | | | | |N Ganapathy Subramaniam|Chief Operating Officer and Executive Director|129.18| | | | | | | |Total Amount|265.08| |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961| | | | | | | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961| |Rajesh Gopinathan|129.22| | | | | | | |N Ganapathy Subramaniam|16.00| | | | | | | | |Total Amount|145.22| |(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961|-|-|-| | | | |2.|Stock Option|-|-|-| | | |3.|Sweat Equity|-|-|-| | | |4.|Commission|Rajesh Gopinathan|1,000.00| | | | | | | |N Ganapathy Subramaniam|700.00| | | | | | | | |Total Amount|1,700.00| | |as % of profit|0.02|0.02| |0.04| | |5.|Others, Allowances|Rajesh Gopinathan|72.82| | | | | | | |N Ganapathy Subramaniam|166.51| | | | | | | | |Total Amount|239.33| | |Total (A)|1,337.94| |1,011.69|2,349.63| | | |Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)| | | |420,701.94| | # B. Remuneration to other directors: |Sr. No.|Particulars of Remuneration|Sitting Fees for attending board/ committee meetings|Commission|Others, please specify|Total Amount| | |---|---|---|---|---|---|---| |1.|Independent Directors| | | | | | |Aman Mehta*| | |1.80|60.00|-|61.80| |Dr. Ron Sommer*| | |1.80|60.00|-|61.80| |O P Bhatt**| | |6.90|200.00|-|206.90| |Dr. Pradeep Kumar Khosla| | |5.10|140.00|-|145.10| |Hanne Sorensen| | |4.80|140.00|-|144.80| |Keki Mistry| | |5.10|140.00|-|145.10| |Don Callahan| | |5.10|140.00|-|145.10| |Total (1)| | |30.60|880.00|-|910.60| |2.|Other Non-Executive Directors| | | | | | |N Chandrasekaran@| | |4.20|-|-|4.20| |Aarthi Subramanian@@| | |5.40|-|-|5.40| |Total (2)| | |9.60|-|-|9.60| |Total (B)=(1+2)| | |40.20|880.00|-|920.20| |Total Managerial Remuneration Ceiling as per the Act (@1% of profits calculated under Section 198 of the Companies Act, 2013)|Total Managerial Remuneration Ceiling as per the Act (@1% of profits calculated under Section 198 of the Companies Act, 2013)|Total Managerial Remuneration Ceiling as per the Act (@1% of profits calculated under Section 198 of the Companies Act, 2013)|Total Managerial Remuneration Ceiling as per the Act (@1% of profits calculated under Section 198 of the Companies Act, 2013)|Total Managerial Remuneration Ceiling as per the Act (@1% of profits calculated under Section 198 of the Companies Act, 2013)|42,070.19| | | | | | * Ceased to be Directors w.e.f. June 26, 2019 upon completion of their term as Independent Director. ** Re-appointed as Independent Director for a second term w.e.f. June 27, 2019. @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company and hence not stated. # C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD |Sr."
+"No.|Particulars of Remuneration| |Key Managerial Personnel| | | | | |---|---|---|---|---|---|---|---| |1.|Gross salary| | | | | | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961| |Ramakrishnan V|77.66|Rajendra Moholkar|23.90|Total|101.56| | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961|54.82|1.55|56.37| | | | |(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961|-|-|-| | | | | |2.|Stock Option|-| | | | | | |3.|Sweat Equity|-| | | | | | |4.|Commission|-| | | | | | |as % of profit| |-| | | | | | |5.|Others, Allowances|265.95|114.54|380.49| | | | |Total| |398.44|139.99|538.42| | | | Note: For more information, please refer the Corporate Governance Report. # VII. PENALTIES/ PUNISHMENT/COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2020. # Annexure IV # FORM No. MR-3 # Secretarial Audit Report # for the financial year ended March 31, 2020 [Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2020, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: # (i) The Companies Act, 2013 (the Act) and the rules made thereunder; # (ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; # (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; # (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; # (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; - (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; - (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period) TCS Annual Report 2019-20 Directors' Report I 74 # TCS Annual Report 2019-20 # Directors' Report (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period) (f) The Patents Act, 1970 exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting."
+"(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period) (vi) Other laws applicable specifically to the Company namely:- - (a) Information Technology Act, 2000 and the rules made thereunder; - (b) Special Economic Zones Act, 2005 and the rules made thereunder; - (c) Software Technology Parks of India rules and regulations - (d) The Indian Copyright Act, 1957 We have also examined compliance with the applicable clauses of the following: - (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. - (ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. File: AR_TCS_2019_2020-1-314.md Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, the decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc. We further report that during the audit period the Company no events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. For Parikh & Associates Company Secretaries P N Parikh Partner FCS No: 327 CP No: 1228 Mumbai, April 16, 2020 UDIN: F000327B000161246 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. # Annexure A To, The Members Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P N Parikh Partner FCS No: 327 CP No: 1228 Mumbai, April 16, 2020 UDIN: F000327B000161246 TCS Annual Report 2019-20 Directors' Report I 76 # OVERVIEW OF THE INDUSTRY In CY 2019, the global market for software and services is estimated to have grown to $1.5 trillion1."
+"IT services is estimated to have grown by 3.5% YoY, characterized by a shift to digital technologies, and adoption of DevOps, and as-a-service models. Business Process Management grew by 4.5% over the prior year driven by a greater focus on robotic process automation as customers automate repetitive tasks and focus on strategic work. # Discussion and Analysis TCS has historically grown much faster than the market. In the latest five-year period, while the market for IT-BPM services expanded by a CAGR of 2.4% (IT Services CAGR: 2.3%), TCS had a CAGR of 7.3% in USD terms. One reason for the outperformance is market share gains on account of superior capabilities, better execution, higher customer satisfaction and greater participation in our customers' growth and transformation spends. Our geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India, and Middle-East and Africa3. # OUR BUSINESS TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 50 years. It has a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, digital transformation services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. The company leverages all these and its deep contextual knowledge of its customers' businesses to craft unique, high quality, high impact solutions designed to deliver differentiated business outcomes. These solutions are delivered using the latest technologies through a unique Location Independent Agile™ delivery model, embedding a Machine First™ approach, recognized as a benchmark of excellence in software development. # Key Vertical Clusters TCS considers industry verticals as its go-to-market business segments. The five key vertical clusters are: - Banking, Financial Services & Insurance (BFSI) - Retail and Consumer Business - Communications, Media and Technology (CMT) - Manufacturing - Others (including Life Sciences and Healthcare, Energy, Resources and Utilities, Public Services and others) 1 Nasscom Strategic Review Report 2020 2 102-2 3 102-4, 102-6 # Integrated Business Model for Value Creation # TCS Annual Report 2019-20 # Management Discussion and Analysis I 78 # Value Creation Model TCS applies some of its intellectual capital towards investments in research and innovation (R&I), exploring the creative use of newer technologies to solve business problems across different industry verticals. In addition to its own intellectual capital, TCS also partners with leading technology providers, start-ups and academic researchers to leverage their intellectual capital and build solutions. These solutions create immense value for our customers by helping them embrace new business models, pursue new revenue streams, deliver superior customer experiences or build resilience and efficiency into their operations, and gain competitive differentiation. Talent and creativity, that is represented by human capital, is at the core of TCS' value creation engine. TCS continually enhances its human capital by acquiring the best talent available in each of the markets it operates in, providing a supportive and vibrant workplace to engage that talent, investing in upskilling individuals with the latest technology skills, and giving them career paths matching their aspirations. A firm belief in organic talent development, and of investing in people, has helped TCS successfully navigate through multiple technology cycles over the last five decades, pivoting and adapting each time to build relevant new capabilities through reskilling of the workforce at scale and helping customers realize the benefits of emerging technologies. The company's strong service orientation, willingness to invest in the relationship, commitment to deliver impactful outcomes and track record of execution excellence have resulted in consistently high customer satisfaction levels and long, enduring customer relationships. The resultant expansion in relationship capital translates into a very high level of repeat business that lends greater visibility and predictability to the business model. # Customer Engagement TCS uses its intellectual capital and human capital to build impactful, customized technology and business solutions that address the customer's business problems. The immediate tangible outcomes of TCS' R&I, produced by in-house teams or co-created with customers or partners, are patents, proofs of concepts, and pilot solutions. The latter two are showcased at various innovation centers and Pace Ports™, and trigger conversations with customers on innovation in their specific business contexts. These often culminate in them signing up TCS as their innovation partner. Some of the innovative software solutions piloted by R&I, that are assessed to have a material market potential are productized, adding to TCS' large portfolio of products and platforms."
+"These expand the organization's intellectual capital; create new revenue streams, adding to the financial capital; and enhance its brand positioning i.e. relationship capital. TCS constantly invests in building newer capabilities and expanding its offerings. By cross-selling and up-selling these new offerings, customer engagements continually expand over the years, covering newer and newer areas of the enterprise's operations. This further broadens and deepens the contextual knowledge of customers' business and IT landscapes, further enhancing TCS' intellectual capital. Over time, this combination of business knowledge, contextual knowledge, technology depth, and intellectual property has become a steadily deepening moat around the company's business model and sharpened its differentiated positioning. # Value Sharing Best in class profitability, reduced cost of capital due to a more predictable and resilient business, and high cash conversion on account of superior execution have resulted in a high return on equity. All this and a shareholder-friendly capital allocation policy have boosted the company's relationship capital with shareholders. The investments in people, research and innovation, and intellectual property creation are all charged off and not capitalized. The company's capital expenditure to support its growth - manufacturing capital - towards building campuses, Agile workspaces, innovation centers, and Pace Ports is modest relative to its size. That and the focus on pursuing organic business growth opportunities maximizes the free cash flow available for distribution to shareholders. # Strategy for Sustainable Growth TCS' business model and strategy have resulted in deep and enduring customer relationships, a vibrant and engaged workforce, a steady expansion of its addressable market, a strong reputation as a responsible corporate citizen and a proven track record in delivering longer term stakeholder value. All of this has significantly enhanced the company's brand value, which is a quantifiable measure of its social and relationship capital with stakeholders. # Enabling Investments Customer-centricity is at the heart of TCS' strategy, organization structure and investment decisions. TCS' customer-centric worldview helps spot trends early, embrace business opportunities by making the right investments and mitigating risks while discharging its social and environmental responsibilities. The company invests in broadening and deepening customer relationships by continually looking for new areas in their value chain where the company can add value, proactively investing in these new areas, and alliances and partnerships. TCS pioneered the use of the word 'digital' to describe the new family of technologies that emerged in the last few years. Quick to recognize their potential, the company made investments ahead of time in developing relevant capabilities - in terms of reskilling the workforce, research and innovation around the creative use of these technologies across different industries, building collaborative workspaces and innovation centers, IP in these new areas. Those early investments have given TCS a head start in participating in our customers' growth and transformation journeys. 5 102-12: TCS is a signatory to the UN Global Compact and aligned with its ten principles. It is also one of the first companies in India to participate in the Carbon Disclosure Project (CDP). 6 Ref MD&A - AR FY 2011, CEO's Letter - AR FY 2012 TCS Annual Report 2019-20 Management Discussion and Analysis I 80 # In FY 2020 In addition to continued investments in the Location Independent Agile model and the forward-thinking Machine First™ Delivery Model, TCS doubled down on Japan, raising its equity holding in TCS Japan Ltd, its joint venture with Mitsubishi Corporation, from 51% to 66%. This follows the setting up of a TCS Pace Port in Tokyo in FY 2019, and a Japan-centric delivery center in Pune in FY 2016. The company set up its second TCS Pace Port at New York, at the Tata Innovation Center on the Cornell Tech campus. This co-innovation and advanced research center consists of a TCS COIN™ accelerator, an Agile workspace, an academic research lab and an innovation showcase, and will help engage customers through the discovery, definition, refinement and delivery phases of innovation. TCS' Location Independent Agile model allows large transformational programs to be delivered by globally distributed teams working collaboratively in an Agile mode, resulting in significant speed to market, reduced risk and enhanced customer experiences. The underlying project management methodology, governance structures, processes and controls, and security protocols have been extended to implement Secure Borderless Workspaces™, a fully location-agnostic model that lends further resilience to the delivery model. This has increased demand for the entire gamut of services, solutions, products and platforms offered by TCS, resulting in a stronger order book, more robust revenue growth, and improved market share."
+"These transformational engagements are raising TCS' profile within C-suites, embedding its teams more deeply within customers' businesses and resulting in greater predictability and resilience. # Thought Leadership In 2017, TCS unveiled its Business 4.0™ thought leadership framework7 to guide customers in their growth and transformation journeys. The four defining behaviors of successful enterprises in the Business 4.0 era are: drive mass personalization, leverage the ecosystem, embrace risk and create exponential value. They accomplish this by harnessing the abundance of resources - compute power, storage, talent, market reach - created by the convergence of intelligence, agility, automation and cloud. While this provides a way for customers to think through their digital transformation journeys at a business model level, TCS followed it up with an execution framework consisting of outcomes that unlock significant value, helping the enterprise fund growth and transformation initiatives that are critical for its competitive differentiation. # Outcomes TCS' thought leadership and investments have made it the preferred innovation and transformation partner to progressive enterprises across different industry verticals. 7 Ref AR FY 2018 TCS Annual Report 2019-20 Management Discussion and Analysis I 81 # TCS Strategy |Market Trends|TCS Approach|Outcomes| |---|---|---| |More and more industries are leveraging technology to differentiate themselves|Position as a growth and transformation partner|Industry-defining mega deals| |Customers want solutions to business problems and not just technology skills|More investment in research and innovation, co-innovation and collaboration|Thinner competitive set| | |Domain-specific IP|Higher quality revenue| | |Greater focus on contextual knowledge|More fulfilling work; better retention| | |Proactive solution selling| | |Non-CIO buyers emerging in enterprises|Full stakeholder services and solutions|Expansion of addressable market| | | |More deeply embedded in customer's business; greater resilience and visibility| | | |Higher profile, strategically more important engagements| |Transformational partners selected based on solution quality and time to market|Leverage TCS' contextual knowledge, Location Independent Agile, Machine First Delivery Model and Intellectual Property|Thinner competitive set| | | |Higher quality revenue| |Greater platformization of business|Launch of cloud based platforms and new business models|Large deals that improve business visibility| | |Leverage IP portfolio|Expansion of addressable market| | | |Frees up spends for systems of differentiation| |Pandemic disruption highlights need for operational resilience and enterprise adaptability|Launch of SBWS|Highlights company's responsiveness| | |Greater focus on Location Independent Agile and MFDM|Market share expansion| | |Promote operating model transformation using AI| | TCS Annual Report 2019-20 Management Discussion and Analysis I 82 # FY 2020 PERFORMANCE OVERVIEW: # HUMAN CAPITAL # Talent Management The ability to attract, motivate, develop and retain talent is critical to TCS' continued success. The company's HR strategy is focused on attracting the best talent globally, reskilling and transforming the workforce and providing a stimulating work environment which is flexible, nurtures social contract, fosters innovation, and builds a result-oriented, high performance culture. The progressive policies, continual investment in upgrading employees' skills and the philosophy of empowering individuals and helping them realize their potential have made TCS' HR processes and outcomes an industry benchmark. |Young, Global, Diverse Workforce|Talent Development|Talent Retention| |---|---|---| |448,464 employees|4.7 million learning days|12.1% Attrition in IT services| |36.2% women|335K employees trained| | |144 nationalities|417K trained in Agile| | |31 years average age|679,805 certifications acquired| | 8 103-2, 103-3 TCS Annual Report 2019-20 Management Discussion and Analysis I 83 # TALENT MANAGEMENT A break-up of the workforce by region, age and gender is provided in the figure below. | |Male|Female| |---|---|---| |India|<br/>&lt;30|24%|28%| |30-40|11%|28%| |40-50|1%|7%| |&gt;50|1%| | |North America|4%|12%| |---|---|---| | |8%|15%| |United Kingdom|22%|5%| | |14%| | Europe |&lt;30|13%|12%| |---|---|---| |30-40|14%|20%| |40-50|7%|20%| |&gt;50|11%|5%| |APAC|15%|17%| |---|---|---| | |20%|23%| |Emerging Markets|23%|14%| | |6%|13%| 9 102-8 TCS Annual Report 2019-20 Management Discussion and Analysis I 84 # Talent Acquisition TCS' talent acquisition strategy is to hire candidates with the right competencies required by the business at the right time, a judicious mix of lateral hires and trainees. TCS continues to remain the preferred employer at leading engineering campuses in India. The company's college recruitment efforts in USA, Canada, Latin America, China and Hungary have been progressing well with very encouraging outcomes. TCS has also been recruiting graduates from the Top 10 B-Schools in the US for key business roles. Including both fresher and lateral hires, TCS was one of the largest job creators in IT services in several major markets. |TCS National Qualifier Test|Academic Interface Program|Campus Commune|Gamified hiring| |---|---|---|---| |This nationwide online test administered by TCS iONTM has democratized the opportunity to work for TCS."
+"It has helped TCS tap into the larger national talent pool and significantly boosted the quality of entry-level talent.|TCS partners with academic institutions to enhance their curriculum and pedagogy. Activities include workshops, internships, sponsorship of contests, faculty development programs, research scholarships, curriculum review and launch of new programs.|A unique student engagement portal for collaboration and peer networking, featuring webinars, educational videos and expert blogs.|Programming contests to spot top talent.| - Participation by over 336,000 students. - 2,500 colleges represented. - 2,181 internships across 711 institutes in India and 352 institutes outside. - 885 workshops; 73,146 students. - 404 faculty development programs; 14,774 members of the faculty. - 1,794 employees pursuing higher education under TCS Higher Education Program. - 3,000+ job offers made to toppers of six contests - EnQuode, EngiNx, Codevita, HackQuest, Inframind, HumAIn. - 230,000+ registrations from 88 countries in CodeVita's 8th season. 10 102-9 TCS Annual Report 2019-20 Management Discussion and Analysis I 85 # Reimagining Fresher Onboarding # Competitive Compensation women employees rejoined work, amounting to a retention rate of 97% and 98% respectively. In FY 2020, TCS reimagined the fresher onboarding process. In a departure from the past, where campus recruits used to be onboarded in batches staggered across the entire year, TCS onboarded all campus recruits, adding up to over 30,000 trainees, in just the first two quarters of the year. This feat of unprecedented scale was accomplished by front-loading the fresher training program even before they were onboarded, through TCS Xplore, a digital training program that leverages the TCS iON platform. This program provides video courses on technology topics, TCS processes and soft skills. Through live webinars, trainee candidates interact with TCS SMEs and have their questions answered. Proctored assessments test the candidates' theoretical and practical knowledge. High performers are rewarded with monetary incentives and early joining dates, incentivizing better preparation and performance. Documents are verified digitally, and physical onboarding takes place at multiple locations across India. On joining TCS, a customized and differential training program is conducted based on each candidate's performance in the Xplore proctored assessment. Exit tests, conducted twice a week, help ensure that the trainees are competent and can be deployed on billable assignments. At TCS, three months' notice is required from either side for termination. In India, less than 0.03% of the workforce is unionized. Although most of the organization's activities are performed by full-time employees, TCS uses contractors, especially for short-term assignments or those requiring skills not internally available. Compensation structures are driven by prevailing practices in each country that TCS operates in. However, across the enterprise, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location. Where relevant, the company publishes the raw mean and median pay differences between genders (not normalized for part-timers or grade and role differences) on its own website as well as on public sites. There is also a skill-based allowance for employees possessing niche skills, designed to motivate employees to acquire marketable skills, thereby benefiting themselves as well as TCS. # Talent Diversity TCS is an equal opportunity employer, embracing diversity in race, nationality, religion, ancestry, marital status, gender, age, ethnic origin, physical ability, and sexual orientation. Compensation levels are merit based, determined by qualification, experience levels, special skills if any, and individual performance. Through a variety of initiatives and campaigns, the company celebrates the diversity within the workforce and promotes inclusion. The company has a well-defined and progressive Diversity and Inclusion Policy with a focus on gender diversity (men, women, non-binary gender), persons with disability and neuro diversity, sexual orientation, diversity of the mind, and generational diversity. This includes parental leave and insurance cover for LGBTQ+ partners and gender re-assignment surgery. In FY 2020, a total of 8,331 employees availed of parental leave. Of these, 92 were men and 8,239 were women. Of the 4,693 employees whose parental leave ended during the year, 92 were men and 4,601 were women. Of these, 89 men and 4,502 were women. 11 405-2 12 401-3 13 402-1 14 102-41 15 103-2, 103-3 TCS Annual Report 2019-20 Management Discussion and Analysis I 86 # TCS Annual Report 2019-20 # Women in workforce (%) | |Junior|Middle|Senior| |---|---|---|---| |Male|79%|21.3|11.5| |Female|83%|37.8|42%| # Average learning hours per associate (%) | |Junior|Middle|Senior| |---|---|---|---| |Male|12.4|24.1|42.5| |Female|33%|36%|40%| The company has multiple initiatives for helping women employees realize their potential, while striking a good work-life balance."
+"These include: discussion circles to help women through major life stages, re-orientation programs to reconnect employees after long leave, interactions with inspirational women leaders, and special leadership development programs to address the needs and aspirations of women (Presence, ImaginAll and iExcel), learning modules to equip mid-level managers to work with diverse teams, tie-ups with day care centers near the workplace, virtual support groups and parenting workshops. These targeted initiatives have helped TCS make tremendous progress in fostering gender diversity. It is today one of the world's largest employers of women. A few key outcomes are detailed below: # Participation There has been significant improvement in women's participation across different levels over the last five years: # Role Mobility 63% of the participants in the iExcel program reported role movements thereafter. 41% experienced upward progression while 14% had lateral movements. # Mentorship Participants in these programs are also helping develop and advance others. 228 iExcellers are active mentors, having mentored 1,825 associates till date, an average of 8 mentees per iExcel mentor. # Innovation This is a high focus area, helping TCS gain a differentiated positioning in the market. Of the 2,571 unique inventors responsible for the 1,341 granted patents till date, 544 are women. # Quality of life An internal poll showed that 76.3% women were satisfied with their work-life balance (versus 69.8% among men). TCS takes a purpose-based approach to learning and development that leverages horizontal collaboration and the abundance of internal talent in an ecosystem where the training is just-in-time, just-for-me and just-enough. The company's self-sustaining model for building a competency in any new area is by first seeding a core pool of experts who go on to guide other individuals thereby creating a pipeline of expertise. Complementing this, the learning ecosystem uses a phy-gital (physical and digital) model to guide self-paced, gamified digital learning through learning platforms, bootcamps and hackathons, with a feedback loop of robust data analytics that shapes investment decisions. 16 404-1 # Associates are encouraged to embrace continuous learning mobility, followed by an assessment of their leadership attributes. The objective of the program is to create and sustain a healthy leadership pipeline. # Purpose4life Forum for volunteering for community projects in the areas of education, health and environment. # Opportunities is the internal platform to publish niche and critical requirements to the leadership and high potential communities, thereby facilitating talent mobility. This embodies the company's philosophy of giving the first right of refusal for all leadership positions to internal candidates, thereby enabling better leadership development and building strong organizational loyalty. # Maitree Community of TCSers and their families who plan activities that help create a bond among employees and promote work-life balance. # PULSE Our annual employee engagement and satisfaction survey is the organization's formal listening forum. # TCS Cares Program aimed at creating robust avenues to build an emotionally strong and mentally resilient workforce. # Talent Engagement Some of the platforms and initiatives used by TCS to enhance and enrich employee engagement are: - iConnect is a highly collaborative tool designed to help employees reach out to senior mentors for guidance on career paths, and have face-to-face dialogues about their role and career. It provides flexibility for group mentoring as well as individual mentoring. - Inspire is the high potential program for mid-level employees. It helps identify high potentials as early as possible, invest in them continuously, enable accelerated growth, and transition them to leadership roles, and reward and recognize their efforts and success. File: AR_TCS_2019_2020-1-314.md - Talent Review is TCS' process to assess and review the leadership pool in the organization. It enables leaders to share their career aspirations and preferences. - Cara: AI-based HR assistant that answers employee questions on HR policies. - Milo: Chatbot to facilitate the mentoring process. - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing and for rewards and recognition. - Safety First: Initiative focused on employee safety and security. - Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness. # Talent Retention TCS' empowering culture, philosophy of investing in people, career growth opportunities, and progressive HR policies have resulted in consistently high retention levels and developed a strong employer brand."
+"In recent years, the company's investments in organic talent development and initiatives like Contextual Masters have further reassured employees that the company values them for the contextual knowledge they possess, and is prepared to invest in equipping them with new-age technology skills that they do not have. This has made TCS the employer of choice, and its employee retention record an industry benchmark. In FY 2020, TCS' IT services attrition rate was 12.1%. TCS Annual Report 2019-20 Management Discussion and Analysis I 88 # Occupational Health and Safety self-harm, and street crime. Employee satisfaction index on sensing, and space technology. health and safety has consistently increased over the years, reflecting the success of these engagement initiatives. TCS has a well-defined Occupational Health and Safety policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The board-level Stakeholders' Relationship Committee reviews the company's health and safety performance on a regular basis. Over 96% of our workforce is represented in joint management-employee health and safety committees that monitor, advise and drive occupational, health and safety initiatives. # FY 2020 PERFORMANCE OVERVIEW: # INTELLECTUAL CAPITAL Sustained investments over the years have resulted in a significant scaling up of TCS' Research and Innovation (R&I) capability and assets, reaching deep into the individual business units. The company now has 4,000+ inventors and innovators across the enterprise. The Chief Technology Officer orchestrates investments across the organization, spread across three horizons: # Horizon 1 or derivative innovations: Consist of newer adjunct offerings around an established intellectual property. Mature IP based solutions from TCS R&I relating to Accessibility and Privacy, as well as ignio™, MasterCraft™ and Jile™ saw new features and releases this year. # Horizon 2 or platform innovations: Examples in the AI area include enterprise digital twins, drones and machine vision, semantic systems and automation, which enable a number of platforms created with business units. # TCS Digital Workplace Studio: This is a cognitive platform designed to accelerate digital workplace transformation. It hosts a complete suite of digital workplace components that enhances user experience with persona-based delivery, predictive healing, advanced analytics, cognitive IT support, chatbot assistance, knowledge as a service, and modern device management. # Horizon 3 or disruptive innovations: New areas for foundational research in domains such as media and advertising, metamaterials, quantum computing. In FY 2020, TCS migrated to the ISO 45001:2018 Occupational Health and Safety Management System standard and successfully completed external certification for 126 of its facilities worldwide. A key initiative was the implementation of real-time indoor air quality monitoring across 100+ facilities, leveraging IoT. Medical support and emergency preparedness was further strengthened, with health centers across all locations including nurses, medical equipment, AEDs, on-site ACLS ambulances, and visiting doctors covering all operational shifts. Workplace safety remains a key focus area. In addition to induction training, and mandatory annual refreshers, a variety of employee engagement activities were conducted round the year. The themes covered included road safety, ergonomics, fire safety, workplace safety, women's safety. 17 103-2, 103-3 18 403-1 TCS Annual Report 2019-20 Management Discussion and Analysis I 89 # TCS Enterprise Digital Twin (TwinX™) This uses AI (machine learning, deep learning and reinforcement learning) and TCS' proprietary Enterprise Simulation to deliver a holistic reflection or a 'digital twin' of the enterprise. # AlgoRetail™ Combining AI and machine learning techniques, AlgoRetail creates a paradigm shift in how retailers do business, seamlessly integrating and orchestrating data across the retail value chain to unlock exponential value. # Innovation Ecosystem TCS' Co-Innovation (COIN)™ ecosystem continues to expand. It now consists of over 1,900 start-ups distributed across innovation hubs all around the world. The global Academic COIN program now has 55 active partnerships with various institutions and 43 active research projects. This year, the company entered into research partnership in Life Sciences and Materials with the Council of Scientific and Industrial Research, India. Additionally, it strengthened engagements with existing partners like the IISc, IITs, IIITs and ISI in India, Cornell Tech and Carnegie Mellon University, USA and University of Tokyo, Japan. # Social Good TCS' R&I also has been working on an accessibility suite of solutions to extend digital services to people with accessibility issues, making computing solutions inclusive. # Customer Engagement The TCS Innovation Forum 2019 was held in Tokyo, London, New York and Sao Paulo and attracted over 700 participants."
+"Customized Innovation Days were held for the TCS Research Scholar Program which has supported 321 scholars from 41 premier institutes till date; 71 scholars are currently covered by the program. TCS' researchers mentor young social entrepreneurs solving socially relevant problems at the TCS Foundation's Digital Impact Square. TCS Annual Report 2019-20 Management Discussion and Analysis I 90 # TCS Suite of Products and Platforms # TCS BaNCS - 23 new wins (7 for TCS BaNCS Cloud) and 24 go-lives in FY 2020 - Highlights: - Banking: Serves ~25% of the world population. - Capital Markets: Records 10 million trades per day (peak), represents $40 trillion worth of AUC across 100 countries - Insurance: Administers over 20 million life, annuity and pension policies; 135 million property and casualty policies # TCS iON - Digital Glass room: Virtual learning platform, made available to educational institutions across the country shut down by lockdown, free of cost. 2,000 institutions resumed their teaching sessions in a span of one week since launch - Assessment: 200 million+ candidates assessed till date; 2.4 million candidates assessed in largest single shift in FY 2020 - Learning: 3 million+ learners on the platform, 47,000 courses available, 18,000 communities - Process Management: 500+ SMB clients, 1 million+ users # TCS TwinX - AI powered system of actionable intelligence - powered by an enterprise digital twin (customer, product, process) to help business leaders simulate and optimise enterprise decisions, predict and proactively manage outcomes - 2 new wins and go-lives in FY 2020 # TCS Optumera - AI and ML powered merchandise optimization platform that enables retailers to unlock exponential value by optimizing their space, mix and price in an integrated manner. - 4 new wins and 1 go-live in FY 2020 # Ignio - World leading cognitive automation software for enterprise IT and business operations # TCS OmniStore - Unified store suite which leverages AI to help deliver personalized, interconnected journeys across various touch points for frictionless customer experience and predictive operations - 4 new wins and 2 go-lives in FY 2020 - 54 new wins and 34 go-lives in FY 2020 - 12 VARs and distributors and 13 tech and cloud partners in FY 2020 - Manages over 1.5 million technology resources autonomously # TCS ADD - Comprehensive suite for digital transformation of drug development and clinical trials - 9 new wins in FY 2020 - 6 new offerings enabled by AI and predictive analytics launched in Site Feasibility, Safety Leveraging Decision Fabric, Clinical Analytics and Insights Platform, Regulatory Insights, Metadata Registry, Digital Documents # Mastercraft - Digital platform to optimally automate and manage IT processes - FY 2020 Highlights: 29 new wins, 1 billion+ records cleansed, 110 billion records masked, 500+ million lines of code (mloc) analyzed, 25+ mloc generated - Successfully delivered 60+ modernization projects so far # TCS HOBS - Plug and play SaaS based business platform to digitally transform business, network and revenue management domains of subscription based businesses. - Serving 27+ clients, across Communications, Utilities, Manufacturing and Personal Care; Serving 21 million+ subscribers, handling 125,000+ devices and processing 1 billion+ events. - 5 new wins and 4 go-lives in FY 2020 # Jile - SaaS-based, scalable Agile DevOps platform to accelerate software development and delivery and integrate DevOps tools - 8 new wins and go-lives in FY 2020 # TCS Annual Report 2019-20 # Management Discussion and Analysis 91 # Relationship Capital # FY 2020 PERFORMANCE OVERVIEW: # Client metrics # TCS Brand Valuation | |$50 Mn+ Clients|$100 Mn+ Clients| |---|---|---| |Customers|120| | | |100| | | |97| | | |99| | |Investors|84| | | |80| | | |73| | | |60| | | |40| | | |20| | | |37| | | |35| | | |38| | | |44| | | |49| | | |0| | Customer-centricity is at the core of TCS' business model, organization structure and investment decisions. The philosophy has been to delight them by accommodating their needs and delivering superior outcomes, and build strong, enduring relationships. Additionally, the company seeks to expand and deepen customer engagements by continually looking for new areas in the customer's business where the company can add value, proactively invest in building newer capabilities, and launch new services and solutions to participate in those opportunities. Over time, this has resulted in an expanding participation in the departmental spends of a broad range of stakeholders across the enterprise, including business heads, CMOs, CROs, COOs, CFOs and even CEOs."
+"It has also resulted in a continual expansion of customer relationships in terms of the services consumed, revenue and share of wallet, as evidenced by the client metrics that the company reports every quarter and every year. TCS' Sustainable Supply Chain policy and Green Procurement policy outline its commitment to making its supply chain more responsible and sustainable. In FY 2020, the company integrated sustainability, safety and environmental requirements in its online vendor management system across the various stages of vendor lifecycle - selection, review and renewal. Supplier engagement includes defining product specifications on safety/environment, vendor compliance review, outlining mandatory policy and process requirements, desktop assessments, audits and performance review on these criteria. TCS' responsible sourcing program encourages its suppliers to go beyond 100% regulatory compliance, and strive for better sustainability performance. # The following table provides the number of investor and analyst interactions by category in FY 2020: |Particulars|Q1|Q2|Q3|Q4|FY 20| |---|---|---|---|---|---| |Meetings and Calls|20|46|41|151|258| |Conferences|93|99|119|47|358| |Road Shows|16|7|4| |27| |Sell Side Analyst|15|40|32|9|96| |Total|144|192|196|207|739| 19 308-1 TCS Annual Report 2019-20 Management Discussion and Analysis I 92 # TCS Annual Report 2019-20 # Management Discussion and Analysis Quarterly, half-yearly, and annual results are intimated to the PacePorts. Partnerships with leading technology providers, stock exchanges, published in leading Indian newspapers, emailed to analysts and investors who subscribe to the service, and posted on the website. Half-yearly results are mailed to shareholders, along with a message from the MD on the company's performance. The quarterly earnings release is accompanied by a press conference, which is streamed live on www.tcs.com, and an earnings call that is webcast on the website. Material developments during the quarter that might impact revenue or earnings are intimated to the stock exchanges and through the website. Quarterly results, regulatory filings, transcripts of earnings call, Investor Relations presentations and schedules of analyst and investor interactions are available at https://www.tcs.com/investor-relations. The cumulative effect of all the goodwill and recognition from these different stakeholders has helped put TCS among the Top 3 brands in IT Services by brand value. In recent years, TCS has significantly built its presence and strengthened its brand across all major markets. It is a strategic partner to the World Economic Forum and European Business Summit, and hosts a range of annual industry forums for C-suite customers and partners. TCS also significantly invests in a comprehensive portfolio of brand sponsorship platforms, from the TCS New York City Marathon and TCS Amsterdam Marathon, to several other running events in the United Kingdom, Sweden, Japan, Singapore, Australia, India, and the Philippines. Together, these annual events engage more than 10,000 leading business executives. The company's long-standing research and innovation program has resulted in an industry-leading portfolio of patents, products and platforms. It has gained more visibility due to investments in innovation centers, design studios and execution excellence have made it the preferred growth and transformation partner to leading corporations across the world. It is also recognized as a top employer brand across the major markets it operates in, including North America, Europe, UK, India, Latin America and Australia, among others. # Client metrics |$50 Mn+ Clients|$100 Mn+ Clients| |---|---| |120| | |105| | |100|97| |99|84| |80|73| |60| | |40| | # TCS Brand Valuation |FY|2016|2017|2018|2019|2020| |---|---|---|---|---|---| | |$12.8|$13.5| | | | | |$10.4|$8.7|$9.4|$9.1|$8.2| | |$5.2|$2.3| | | | According to Brand Finance, TCS' brand value grew 476% from 2010-2020, the highest percentage growth in the IT services industry; year-on-year brand value grew from $12.8bn to $13.5bn in FY 2020, making TCS the fastest growing among the top three IT services brands for the second year running. Source: Brand Finance # FY 2020 PERFORMANCE OVERVIEW: MANUFACTURED CAPITAL To support the large-scale adoption of the Location Independent Agile delivery model, TCS has invested in transforming its conventional delivery centers into Agile delivery centers. These are characterized by visual openness and are designed to enable greater collaboration among Agile teams. Variable-height workstations, multimedia conference tables, on-demand mobile video conferencing facilities and huddle spaces help create an open, vibrant, and collaborative workspace. Using advanced planning, preparatory work, order consolidation and by optimizing logistics for on-premises ADC creation, TCS has been able to complete the conversion over 2-3 weekends, without impacting ongoing work at those centers. The larger transformation program is being run using Agile principles. Till date, over 1,000 Agile delivery centers have been created, 250 of them in FY 2020."
+"# Open Agile collaborative workspaces to support all stages of the innovation lifecycle To support the various stages of the innovation lifecycle, TCS has also created many Open Agile Collaborative Workspaces within its campuses, each featuring an ideation zone, an innovation zone, a design thinking zone, a prototype-demo area, and social collaboration zones. The technology resources, software, and necessary tools are available in a self-provisioning mode, fulfilling on-demand requirements in a highly secure manner, driving greater productivity. These workspaces also feature software defined networks, enabling greater mobility and flexibility. TCS Annual Report 2019-20 Management Discussion and Analysis I 94 # FY 2020 PERFORMANCE OVERVIEW: FINANCIAL CAPITAL The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2020. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the company') are prepared in accordance with the Indian Accounting Standards (referred to as `Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. # Overview of the consolidated financial results of the company: | |FY 2020|% of Revenue|% Growth|FY 2019|% of Revenue| |---|---|---|---|---|---| |Revenue|156,949|100.0|7.2|146,463|100.0| |Earnings before interest, tax, depreciation and amortization (EBITDA) before other income|42,109|26.8|6.6|39,506|27.0| |Profit Before Tax (PBT)|42,248|26.9|1.6|41,563|28.4| |Profit after tax attributable to shareholders of the company|32,340|20.6|2.8|31,472|21.5| |Earnings per share (in `)|86.19| |3.8|83.05| | # Analysis of revenue growth Average currency exchange rates during FY 2020 for the three major currencies are given below: |Currency|Weightage (%)|FY 2020 `|FY 2019 `|% Change YoY| |---|---|---|---|---| |USD|53.0|71.23|70.07|1.7| |GBP|14.0|90.15|91.60|(1.6)| |EUR|10.7|78.94|80.82|(2.3)| Movements in currency exchange rates through the year resulted in a positive impact of 0.1% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was 7.1%. # Growth attributable to | |FY 2020 (%)|FY 2019 (%)| |---|---|---| |Business growth|7.1|11.4| |Impact of Exchange rate|0.1|7.6| |Total Growth|7.2|19.0| On a reported basis, TCS' revenue grew 7.2% in FY 2020, compared to 19.0% in the prior year. Much of the year on year deceleration is on account of the lesser currency benefit received in FY 2020 (7.6% currency benefit in FY 2019 vs 0.1% benefit in FY 2020). Additionally, there was volatility in demand in the financial services and retail verticals. 20 103-3 TCS Annual Report 2019-20 Management Discussion and Analysis I 95 # Segmental Performance The revenue break-up by Industry Vertical and Geography is provided below: |Others|17.3%|Others|11.5%| |---|---|---|---| |Banking|Financial Services|India|5.7%| |Manufacturing|10.5%|Revenue by Vertical|38.9%| |Insurance| |Americas|52.2%| |Communication Media & Technology|16.6%|Europe|30.6%| |Retail & Consumer Business|16.7%| | | TCS Annual Report 2019-20 Management Discussion and Analysis I 96 # Segment revenues, year on year growth, a brief commentary and segment margins are provided below: |Industry Vertical|Segment Revenue FY 2020 (FY 2019) ` crore|YoY Revenue Growth %|Commentary|Segment Margin FY 2020 (FY 2019) %| |---|---|---|---|---| |Banking, Financial Services and Insurance|61,095 (57,938)|5.4|* Growth and transformation spends gained priority over cost optimization spends in FY 2020. There was more focus on innovation and ecosystem play to deliver more fulfilling customer journeys. * Future readiness remained a key theme. Legacy estate modernization and cloud enablement for greater agility and reduced cost of ownership continued to be significant drivers. * Other key areas of spend included adoption of open banking, payments, insights-driven customer experience, automation, and robo-advisory systems. * On the compliance front, new standards like IFRS 17, FRTB, Definition of Default and LIBOR transition drove spend.|27.7 (27.8)| |Communication, Media and Technology|25,978 (23,925)|8.6|* Key drivers of spend were continued investments in analytics and superior customer experience for growth in subscription centric business models, simplification and automation of core operations to improve efficiencies, OTT platforms and services, roll outs of fiber networks for high bandwidth connectivity, and mergers, acquisitions and divestitures. * Customers invested more on re-architecting existing products on cloud native platforms, and in transforming their marketing, sales, customer service and supply chain operations to support changing business models.|29.7 (27.8)| |Retail and Consumer Business|26,280 (25,164)|4.4|* Retail - The North American market was under stress, with store closures and bankruptcies. Growth was driven by operating model transformation initiatives for greater agility, efficiency and resilience; and to enhance customer experience. * CPG - Companies are focused on strengthening consumer relationship with the brand. Technology investments were driven by direct-to-consumer initiatives including mass personalization."
+"* Travel, Transportation & Hospitality - The transportation sector was subdued due to the slowdown in global trade. Overall, growth was driven by investments in analytics, customer experience, ecosystem leverage and M&A.|26.1 (27.3)| TCS Annual Report 2019-20 Management Discussion and Analysis I 97 # Industry Vertical |Segment|Revenue FY 2020 (FY 2019) ` crore|YoY Revenue Growth %|Commentary|Segment Margin FY 2020 (FY 2019) %| |---|---|---|---|---| |Manufacturing|16,468 (15,682)|5.0|* Across the sub-segments, a common thread was the effort to mitigate commoditization of traditional business by adopting B2B2C business models or 'asset as a service' business models. * Enhancing customer experience and engagement, as well as ecosystem partnering were the strong investment themes. * Some segments saw cost optimization, and focus on M&A, driving demand for process harmonization and global rollouts of enterprise software. * Investments were around the shift to cloud, CRM, portals, extended mobility, and application development using Agile methods.|27.0 (27.5)| |Others|27,128 (23,754)|14.2|* Growth in the Life Sciences segment has been led by continued M&A, need for business agility, need for improved R&D outcomes and patient-centricity. * Key areas of spend across verticals included user experience, compliance, IT operating model transformation, ERP transformations, digital workplace, digitization of clinical trials, process automation and Intelligence, cloud enablement and cyber security.|22.6 (23.4)| # Business Outlook Global economic growth is projected to contract sharply from 3.3% in 2019 to -3%21 in 2020, much worse than during the 2008-09 financial crisis. Rolling lockdowns and social distancing restrictions on account of the pandemic are expected to significantly impact economic activity in all major markets, and cause demand compression. In the immediate aftermath, enterprises are expected to downscale current investments, defer planned initiatives, cut costs and conserve cash. While this could inject volatility into TCS' revenue growth, the company expects to gain market share from ensuing vendor consolidations. Demand is expected to increase for services around digital channels, collaboration and workplace transformation, online learning and workforce analytics. Companies are also expected to invest more towards building operational resilience, leveraging analytics, intelligent automation, cloud and cyber security. This is expected to accelerate the adoption of TCS' Location Independent Agile and Machine First Delivery Model. Increased M&A activity in certain sectors are expected to result in integration and transitional service opportunities for TCS. 21 World Economic Outlook, April 2020, International Monetary Fund As economic recovery progresses, enterprises operating with pared down workforces are likely to increase outsourcing to build scale in operations to meet rising demand. Spending on growth and transformation initiatives is also expected to start picking up from that point on. # Enterprise Risk Management TCS' global operations bring in considerable complexities and in response to that, it has established a robust enterprise risk and compliance management framework and process to ensure achievement of its strategic objectives. This process is enabled by a digital platform that provides an enterprise-wide view of risks and compliance which enables a more holistic approach towards informed decision making. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the business units, the geographies, the functions and projects. Listed below are some of the key risks, anticipated impact on the company and mitigation strategies. TCS Annual Report 2019-20 Management Discussion and Analysis I 99 # Key Risks # Impact on the Company The company's operations might be adversely impacted due to incapacitation of sections of the global workforce due to exposure to the pandemic, reduced productivity due to employee stress and impact on emotional wellbeing while under local lockdowns or quarantines, inability to provide work from home access to some employees due to logistical or security or contractual reasons, and suppliers' inability to service TCS. These could impact revenue growth and lead to potential customer claims on grounds of non-adherence to service delivery commitments. Demand for the company's services may be adversely affected not only in industry segments directly impacted by the pandemic - like travel and hospitality, but across other segments as well due to a sharp slowing down of the world's major economies. This is likely to affect the company's earnings in the short and medium term. However, the company's relative competitiveness is expected to increase because of its traditional value focus and its strong track record in helping customers improve the efficiency and resilience of their business and IT operations through core transformation initiatives and the Machine First Delivery Model. # Mitigation - Establishment of a Covid-19 Emergency Response Apex committee at Enterprise level to drive a holistic action plan and coordinate global efforts."
+"- Deployment of TCS' Secure Borderless Workspaces infrastructure enabling associates to work from home and ensure business continuity. Digital communication channels and collaboration platforms set up for them to stay connected with colleagues and customers. - 24*7 dedicated helpline for associates to address their Covid-19 related queries and for emotional support. Organization of regular webinars, interactive sessions, group and one-on-one counseling services (including their ergonomic health) for associates with HR and medical specialists. - Guidance and mandate of appropriate social distancing measures and workplace and home functioning advisories. - Rigorous review and execution of Business Continuity and Crisis Management capability which is benchmarked with ISO 22301 certification. - Regular coordination with key suppliers for expeditious provisioning of assets critical for business services. - Regular communication with customers about measures taken to maintain business services and reporting of status. - Drawing up of plans and identification of opportunities for proposing new and re-purposed offerings and solutions during and post the Covid-19 disruption. TCS Annual Report 2019-20 Management Discussion and Analysis I 100 # Key Risks # Impact on the Company File: AR_TCS_2019_2020-1-314.md Corporate spending on technology has shown strong correlations with GDP growth. The company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. Political disruptions or volatile economic conditions (trade tensions, post-Brexit uncertainty, Covid-19 pandemic impacts on the global economy, US presidential elections etc.) may adversely affect that outlook resulting in reduced spending which could restrict revenue growth opportunities. # Mitigation - Broad-based business mix, well diversified across geographies and industry verticals - Offerings and value propositions targeting all stakeholders (in addition to the CIO) in the customer organization, covering discretionary as well as non-discretionary spends, and relevant at every point in the business cycle - Cater to market segments which might provide counter-cyclical support - Long term contracting models - Leverage business ecosystem through collaboration with partners, start-ups and alliances to participate in transformation initiatives of customers # Restrictions on global mobility, location strategies Distributed software development models require the free movement of people across countries and any restrictions in key markets pose a threat to the global mobility of skilled professionals. Legislations which restrict the availability of work visas or apply onerous eligibility criteria or costs could lead to project delays and increased costs. The impact of Covid-19 pandemic may further aggravate restrictions on global mobility in the coming year. # Mitigation - Ongoing monitoring of the global environment, working with advisors, partners and governments - Material reduction in dependency on work visas through increased hiring of local talent including freshers, use of contractors, local mobility and training in all major markets - Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location - Active engagement in Science, Technology, Engineering and Math (STEM) initiatives designed to structurally increase the availability of engineering talent in major markets - Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation - Increased outreach to government stakeholders, trade bodies, think tanks and research institutes TCS Annual Report 2019-20 Management Discussion and Analysis I 101 # Key Risks |Impact on the Company|Mitigation| |---|---| |Business model challenges Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. This is resulting in increased demands on the company's agility to keep pace with the changing customer expectations. Failure to cope may result in loss of market share and impact business growth.|* Strong customer-centricity which results in a strategy, investments and enabling organization structure that are always aligned to customer needs * Early and continued investments in building scale and differentiated capabilities on emerging technologies through large scale reskilling, external hiring, research and innovation, solution development and IP asset creation leveraging deep contextual knowledge * Staying relevant to customers by constantly launching new service practices and technology solutions and modernizing existing offerings and solutions * Thought leadership by propagating the Business 4.0 framework leveraging the Machine First Delivery Model."
+"Developing industry-specific best practices and artificial intelligence-led products to enable customers to derive greater business value and discover opportunities to transform and grow their businesses * Implementing Location Independent Agile methods to mitigate location constraints and pricing and margin pressures * Constant scouring of the technology landscape through alliance partnerships, and strong connections in academia and the start-up ecosystem to spot new trends and technologies and launch offerings around them| # Key Risks |Impact on the Company|Mitigation| |---|---| |Litigation risks Given the scale and geographic spread of the company's operations, litigation risks can arise from commercial disputes, perceived violation of intellectual property rights and employment related matters. Our rising profile and scale also make us a target to litigations without any legal merit. This risk is inherent to doing business across various countries and commensurate with the risk faced by other players similarly placed in the industry. In addition to incurring legal costs and distracting management, litigations garner negative media attention and pose reputation risk. Adverse rulings can result in substantive damages.|* Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and protection of intellectual property * Improved governance and controls over immigration process / increasing localization and sensitization of business managers * Potential disputes are promptly brought to the attention of management and dealt with appropriately * The company has a team of in-house counsels in all major geographies it operates in. It also has a network of highly reputed global law firms in countries it operates in * There is a robust mechanism to track and respond to notices as well as defend the company's position in all claims and litigation| |Currency volatility Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee. Appreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and also result in collection losses.|* TCS follows a currency hedging policy that is aligned with market best practices, to limit impact of exchange volatility on receivables, forecasted revenue and other current assets and liabilities * Hedging strategies are decided and monitored periodically by the Risk Management Committee of the Board convened on a regular basis| |Breach of data protection laws Data privacy and protection of personal data is an area of increasing concern globally. Legislations like GDPR in Europe carry severe consequences for non-compliance or breach. Many other countries are also enacting their Data Privacy regulations to ensure protection of personal data. Violation of data protection laws or security breaches can result in substantive liabilities, fines or penalties and reputational impact.|* A global privacy policy is in place covering all applicable geographies and areas of operations, which sets out the privacy principles within TCS * A Global Privacy Office is in place to oversee and deploy data privacy obligations and support initiatives across the enterprise. DPOs (Data Protection Officers) have been appointed for TCS entities in the UK and Ireland and in Europe as required by GDPR. Privacy leads have been appointed in all units| TCS Annual Report 2019-20 Management Discussion and Analysis I 103 # Key Risks |Risk|Impact on the Company|Mitigation| |---|---|---| |Data Privacy|- Embedding privacy by design and privacy by default principles in development of new or changed internal processes or services or products. - Robust and continued governance of personal data. |- Data protection controls and robust risk response mechanisms to cater to protection of personal data in the TCS ecosystem as well as protection of such data in client-managed networks in Global Delivery Centers. - Industry standard data masking technologies to protect personal data in sensitive customer engagements, as applicable. - Reviewing and negotiating vendor contracts to support compliance with privacy obligations. - Mandatory online training and other workshops on data privacy and protection and on GDPR. Awareness campaigns through blog posts, email broadcasts, gamification and roadshows to foster a culture of responsibility among associates. - Implementing and maintaining data transfer agreements, where required for the transfer of data across jurisdictions. - Periodic reviews and audits to verify compliance to obligations. | |Cyber attacks|Risks of cyber-attacks are forever a threat on account of the fast-evolving nature of the threat."
+"In addition to impact on business operations, a security breach could result in reputational damage, penalties and legal and financial liabilities.|- Investments in automated prevention and detection solutions, including perimeter security controls with advanced tools, enhanced internal vulnerability detection, data leak prevention tools, defined and tested incident management and recovery process in compliance with ISO 27001 standard. - Compliance to security controls for cloud services as per ISO 27017:2015 / 27018:2014 standard. - Continued reinforcement of stringent security policies and procedures. | TCS Annual Report 2019-20 Management Discussion and Analysis I 104 # Key Risks # Impact on the Company Non-compliance to complex and changing global regulations As a global organization, the company has to comply with complex and changing laws and regulations across multiple jurisdictions, covering areas such as HR, Employment and Immigration, Taxation, Foreign Exchange & Export Controls, Health Safety and Environment (HSE), Anti-Bribery and Corruption, Data Privacy etc. The fast pace of changes in the regulatory environment also requires quick understanding of their implications and adaptation in business operations. Failure to comply could result in penalties, reputational damage and criminal prosecution. # Mitigation - Collaboration with Computer Emergency Response Team (CERT) and other private Cyber Intelligence agencies, and enhanced awareness of emerging cyber threats - Enterprise-wide training and awareness programs on Information Security with refresher courses - Strict access controls including dynamic passwords for secure access to enterprise applications and special handling of privileged administrator accounts. Rigorous access management on all cloud deployments - Encryption of data, data back-up and recovery mechanisms for ensuring business continuity - Ability to isolate TCS enterprise network from client network and defined escalation mechanisms to handle security incidents in client environment - Periodic rigorous testing to validate effectiveness of controls through vulnerability assessment and penetration testing - Internal and external audits and forensics - Deployment of a comprehensive global compliance management framework that enables tracking of changes to applicable regulations globally across various jurisdictions and functional areas and managing compliance obligations - Global regulatory compliance certification is fully digitized and covers compliance across all the locations of the company - Strong governance at executive and board level through compliance committees - Awareness through web-based compliance training courses for all staff and regular notifications/alerts on regulatory changes communicated to stakeholders # Key Risks # Impact on the Company Intellectual Property (IP) infringement Risk of infringement of third-party IPs by TCS may lead to potential liabilities, increased litigation and impact on reputation. Inadequate protection of TCS' IP may lead to loss of IP leading to potential loss of ownership rights, revenue and value. # Mitigation - Dedicated IP Management and Software Product Engineering group - TCS IP Protection: IP Safe assessment and readiness program governing the creation of proprietary software and other IP assets across all asset types, patent management and contract management, IP audits and integrated IP compliance checks for TCS products - IP Governance program that ensures that there is correct access and correct use of TCS IP, customer IP, partner IP, and third-party IP in service and partner engagements - Employee engagement: Employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Digitized system to enable strict controls around movement of people and information across TCS' product teams and customer account teams TCS Annual Report 2019-20 Management Discussion and Analysis I 106 # Internal Financial Control Systems and their Adequacy Our management assessed the effectiveness of the statutory auditors to ascertain, inter alia, their views on the company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2020. TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on the lines of the globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies."
+"TCS has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices. TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in the company's operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including most of the subsidiaries and foreign branches. TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS'. # Performance Trend 10 yrs |Amounts in ` Crore|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015*|FY 2015|FY 2014|FY 2013|FY 2012|FY 2011| |---|---|---|---|---|---|---|---|---|---|---|---| |Revenues|156,949|146,463|123,104|117,966|108,646|94,648|94,648|81,809|62,989|48,894|37,325| |Revenue by geographic segments| | | | | | | | | | | | |Americas|82,000|77,562|66,145|66,091|60,011|51,053|51,053|45,259|35,247|27,570|21,457| |Europe|48,037|43,456|34,155|30,038|29,092|26,730|26,730|23,433|16,813|12,382|9,251| |India|8,964|8,393|7,921|7,415|6,729|6,108|6,108|5,488|4,890|4,202|3,435| |Others|17,948|17,052|14,883|14,422|12,814|10,757|10,757|7,629|6,039|4,740|3,182| |Cost| | | | | | | | | | | | |Employee cost|85,952|78,246|66,396|61,621|55,348|48,296|50,924|40,486|31,922|24,683|18,806| |Other operating cost|28,888|28,711|24,192|24,034|22,621|19,242|19,242|16,170|13,027|9,776|7,341| |Total cost (excluding interest & depreciation)|114,840|106,957|90,588|85,655|77,969|67,538|70,166|56,656|44,949|34,459|26,147| |Profitability| | | | | | | | | | | | |EBITDA (Before other income)|42,109|39,506|32,516|32,311|30,677|27,110|24,482|25,153|18,040|14,435|11,178| |Profit before tax|42,248|41,563|34,092|34,513|31,840|28,437|25,809|25,402|18,090|13,923|11,021| |Profit after tax attributable to shareholders of the company|32,340|31,472|25,826|26,289|24,270|21,912|19,852|19,164|13,917|10,413|9,068| |Financial Position| | | | | | | | | | | | |Equity share capital|375|375|191|197|197|196|196|196|196|196|196| |Reserves and surplus|83,751|89,071|84,937|86,017|70,875|52,499|50,439|48,999|38,350|29,284|24,209| |Gross block of property, plant and equipment|26,444|24,522|22,720|20,891|19,308|16,624|16,624|13,162|10,996|8,844|7,199| |Total investments|26,356|29,330|36,008|41,980|22,822|1,662|1,662|3,434|1,897|1,350|1,763| |Net current assets|63,177|70,047|63,396|65,804|47,644|30,726|28,495|27,227|19,734|12,673|9,790| |Earnings per share in `| | | | | | | | | | | | |EPS - as reported|86.19|83.05|134.19|133.41|123.18|111.87|101.35|97.67|70.99|53.07|46.27| |EPS - adjusted for Bonus Issue|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50|26.54|23.14| |Headcount (number)| | | | | | | | | | | | |Headcount (including subsidiaries) as on March 31st|448,464|424,285|394,998|387,223|353,843|319,656|319,656|300,464|276,196|238,583|198,614| Note: The company transitioned into Ind AS from April 1, 2015. *Excluding the impact of one-time employee reward. TCS Annual Report 2019-20 Management Discussion and Analysis I 108 # OVERVIEW OF FUNDS INVESTED Funds invested exclude earmarked balances with banks and equity shares measured at fair value through other comprehensive income. |(Amount in ` Crore)|FY 2020|FY 2020|FY 2020|FY 2019|FY 2019|FY 2019| | | | | | | |---|---|---|---|---|---|---|---|---| | | |Current|Non-current| |Total funds invested|Current|Non-current|Total funds invested| |Investments in mutual funds, Government securities and others|26,140|174|26,314|29,091|181|29,272| | | |Deposits with banks|1,210|348|1,558|6,161|-|6,161| | | |Inter-corporate deposits|8,171|27|8,198|7,667|58|7,725| | | |Cash and bank balances|8,241|-|8,241|6,491|-|6,491| | | |Total|43,762|549|44,311|49,410|239|49,649| | | Total invested funds include `1,195 crore and `907 crore for FY 2020 and 2019, respectively, pertaining to trusts and TCS Foundation held for specified purposes."
+"TCS Annual Report 2019-20 Management Discussion and Analysis I 109 # Ratio Analysis 10 yrs |Ind AS|Units|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015*|FY 2015|FY 2014|FY 2013|FY 2012|FY 2011| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance|Employee Cost / Total Revenue|54.8|53.4|53.9|52.2|50.9|51.0|53.8|49.5|50.7|50.5|50.4| |Other Operating Cost / Total Revenue| |18.4|19.6|19.7|20.4|20.9|20.4|20.3|19.8|20.7|20.0|19.6| |Total Cost / Total Revenue| |73.2|73.0|73.6|72.6|71.8|71.4|74.1|69.3|71.4|70.5|70.0| |EBITDA (Before Other Income) / Total Revenue| |26.8|27.0|26.4|27.4|28.2|28.6|25.9|30.7|28.6|29.5|30.0| |Profit Before Tax / Total Revenue| |26.9|28.4|27.7|29.3|29.3|30.0|27.3|31.1|28.7|28.5|29.5| |Tax / Total Revenue| |6.2|6.8|6.7|6.9|6.9|7.2|6.6|7.4|6.4|7.0|4.9| |Effective Tax Rate - Tax / PBT| |23.2|24.1|24.1|23.6|23.6|23.5|23.7|23.9|22.2|24.4|16.6| |Profit After Tax / Total Revenue| |20.6|21.5|21.0|22.3|22.3|23.2|21.0|23.4|22.1|21.3|24.3| |Ratios - Growth|Total Revenue|7.2|19.0|4.4|8.6|14.8|15.7|15.7|29.9|28.8|31.0|24.3| |EBITDA (Before Other Income)| |6.6|21.5|0.6|5.3|25.3|7.8|(2.7)|39.4|25.0|29.1|28.6| |Profit After Tax| |2.8|21.9|(1.8)|8.3|22.3|14.3|3.6|37.7|33.6|14.8|29.5| |Ratios - Balance Sheet|Debt-Equity Ratio|-|-|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0| | |Current Ratio| |3.3|4.2|4.6|5.5|4.1|3.9|2.4|2.7|2.7|2.2|2.4| |Days Sales Outstanding (DSO) in ` terms| |71|68|74|70|81|79|79|81|82|86|80| |Days Sales Outstanding (DSO) in $ terms| |67|69|74|73|80|78|78|82|82|81|82| |Invested Funds / Capital Employed| |47.2|53.5|53.9|54.6|44.2|38.0|43.5|43.0|36.4|34.8|36.8| |Capital Expenditure / Total Revenue| |2.0|1.5|1.5|1.7|1.8|3.1|3.1|3.8|4.2|4.1|4.9| |Operating Cash Flows / Total Revenue| |20.6|19.5|20.4|21.4|17.6|20.5|20.5|18.0|18.4|14.3|17.7| |Free Cash Flow / Operating Cash Flow Ratio| |90.5|92.5|92.8|92.3|89.7|84.8|84.8|78.9|77.3|71.5|72.7| |Depreciation of Property, Plant and Equipment / Average Gross Block of Property, Plant and Equipment| |8.6|8.5|9.1|9.5|10.0|11.7|11.7|10.6|10.2|10.7|10.5| # Ratio Analysis |Units|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015*|FY 2015|FY 2014|FY 2013|FY 2012|FY 2011| |---|---|---|---|---|---|---|---|---|---|---|---| |EPS - adjusted for Bonus|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50|26.54|23.14| |Price Earning Ratio, end of year|21.2|24.1|21.2|18.2|20.4|22.8|25.1|21.8|22.1|22.0|25.6| |Dividend Per Share|73.00|30.00|50.00|47.00|43.50|79.00|79.00|32.00|22.00|25.00|14.00| |Dividend Per Share - adjusted for Bonus|73.00|30.00|25.00|23.50|21.75|39.50|39.50|16.00|11.00|12.50|7.00| |Market Capitalization / Total Revenue|4.4|5.1|4.4|4.1|4.6|5.3|5.3|5.1|4.9|4.7|6.2| # FY 2020 PERFORMANCE OVERVIEW: SOCIAL CAPITAL # Education TCS' Corporate Social Responsibility (CSR) commitment stems from the 151-year-old legacy of the Tata Group and the founder's vision that: In a free enterprise, the community is not just another stakeholder in business, but is in fact the very purpose of its existence. TCS' vision is to empower communities by connecting people to opportunities in the digital economy. The company has focused on education, skilling, employability and village entrepreneurship, to help individuals and communities bridge the opportunity gap. In addition, it supports the health, wellness, water, sanitation and hygiene needs of communities. The company's approach is to support large scale, sustainable, multi-year programs that build inclusive, equitable and sustainable pathways for youth, women and marginalized groups and which can have a strategic impact on the community. In India, these programs are aligned with the Government of India's Affirmative Action Policy and the Tata Group's Affirmative Action Program. In FY 2020, the global community initiatives of TCS reached more than 840,000 beneficiaries. TCS' purpose-driven worldview is shared by its employees who contribute their time and expertise for social and environmental causes in their local communities. In FY 2020, TCSers contributed more than 780,000 volunteering hours. TCS volunteers work with Charlotte, NC middle school students, integrating computational thinking and Ignite My Future in School content. Ignite My Future in School has engaged over 176,792 students in FY 2020. Digital technologies are transforming every industry around the world. In this new world of work, companies across almost all sectors have the responsibility to develop talent that engages in computational thinking and innovation excellence and is digitally fluent. In North America, Ignite My Future in School (IMFIS), is a pioneering effort to empower educators through a transdisciplinary approach that integrates computational thinking into core subjects like English, Math, Science, Art, and Social Studies. Computational Thinking is a higher-level process, whereby students can learn how to collect and analyze data, find patterns, decompose complex problems, abstract, build models and develop algorithms - the fundamental building blocks of innovation in an increasingly digital world. The program also offers year-round assistance through its Learning Leaders Network - a responsive and involved nationwide network of teachers, Community Nights - an immersive and interactive event for students, teachers and families to experience the curriculum and Days of Discovery - an in-person professional development training for educators to meet with program experts and understand the curriculum. 22 103-2, 103-3, 413-1 TCS Annual Report 2019-20 Management Discussion and Analysis I 112 # TCS Annual Report 2019-20 # Management Discussion and Analysis In India, TCS' 'Lab on Bike' is providing a similar experience to teachers in government schools and children from low-income, disadvantaged communities. The program introduces novel learning opportunities that foster a scientific mind-set. The Lab on Bike instructors travel to government schools with a set of science experiment kits with which they demonstrate experiments in physics, chemistry and biology. The program has been implemented in 12 schools around Bengaluru, benefiting 1,291 students and 10 schools in Ahmedabad impacting 1,140 students. A key issue confronting India is the lack of literacy, especially among adults."
+"TCS empowers entire communities, especially those marginalized, by implementing the Adult Literacy Program, which creates access to literacy, enhances earning potential and unlocks the entrepreneurial spirit. ""IMFIS provides a type of learning that goes beyond the classroom,"" says Pete. ""It empowers students to apply computational and problem-solving thinking to all aspects of their lives and that's especially valuable, because many of these students wouldn't have had access to this kind of learning before."" The Adult Literacy Program was set up to help the Government of India improve adult literacy rates, using the Computer Based Functional Literacy (CBFL) solution. Using the CBFL model, non-literate adult learners can achieve functional literacy (reading, writing, arithmetic) within 50 hours, over a period of three months, which is about 1/6th the time demanded by conventional learning methods. Learners acquire a vocabulary of 500 words, which when put into use, allow them to access essential government policies and form self-help groups and in some cases, even set up entrepreneurial ventures. 143,323 learners were made literate across 17 states of India and in Burkina Faso, Western Africa in FY 2020. Pete Delgado is a middle school teacher from the El Paso Independent School District in Texas. One of the tools that Pete has to empower these students is Ignite My Future in School, which offers lesson plans and study material that weave computational thinking into core curriculum subjects like math, sciences, and social studies. In addition to being a participating teacher, Pete is also a Learning Leader within the IMFIS teacher network. ""I've been able to collaborate with educators across the US, Canada and Mexico,"" Pete explains, ""which means students leave my classroom as global citizens."" Literacy remains an issue for millions of Indians, and women are impacted the most. In one example, 40-year-old Nurabati Putel had to rely on her husband to support their three daughters because she lacked the basic literacy skills to earn an income herself. This changed thanks to the Adult Literacy Program provided by TCS. After hearing about ALP, Nurabati enrolled in the program and attended regularly. ALP leverages the digital expertise of TCS to offer computer-based learning which quickly provided Nurabati with basic literacy skills. Nurabati also credits ALP with wealth you cannot measure, namely, improved self-confidence, the respect of her friends and neighbors in the village, and the opportunity to become a role model and demonstrate how ALP can empower women just like her. # Skilling Working in partnership with schools, universities, industry and the non-profit sector, TCS' various skills programs have helped youth realize they can both work in and help create the digital future of our world. In FY 2020, TCS reached over 310,000 students through these STEM initiatives. Students, across the globe, learn the steps to produce inventive technology-enabled solutions to real-life problems, then go a step ahead by benchmarking their solutions against those that exist in the market and finally presenting their solutions to experts within the field. goIT, which is TCS' flagship student engagement program, is implemented across markets (North America, LATAM, Europe, APAC and Australia) and is tailored in each region to meet the specific needs of that community. Mentorship forms a large part of the engagement, bringing in TCS associates and their expertise to the fore. Collaborating with TCS associates to develop these apps helps students visualize a future career and understand the pathways available to them. TCS combines its core capabilities of research excellence in consulting, technology expertise, skill-based volunteering and philanthropic investments into the program design of goIT. goIT participants are introduced to computational thinking as a problem-solving framework, acquire the experience in critical evaluation while troubleshooting designs, improve their ability to cooperate and coordinate, and refine their communication skills through public presentations. Students experience the use of technology through GoIT Girls at the Customer Experience Centre, Sydney, Australia. TCS Annual Report 2019-20 Management Discussion and Analysis I 114 # goIT Reaches 12,000+ Students across the World: Key Highlights In North America, the 3rd Annual goIT Student Technology Competition was held in partnership with the Toronto District School Board and the 4th annual goIT Regional Competition was hosted at the NYC Marathon pavilion. TCS Norway conducted a four-week program for 9th graders at Jordal school in Oslo to introduce them to the possibilities within IT and help them explore career paths in technology."
+"TCS Singapore partnered with ITE West College (an educational institution under the Institute of Technical Education) to raise STEM awareness and to contribute to Singapore's transition into a Smart Nation. GoIT was the first program that was launched with ITE West College as a result. File: AR_TCS_2019_2020-1-314.md TCS Australia's GoIT Girls program is a week-long work experience program aimed at female students in Years 10 and 11. The participants meet senior executives from TCS and from client organizations, who provide insight into the various STEM roles that exist across the business spectrum, with the hope of inspiring a new generation of innovators, problem solvers and technology professionals. The aim is to provide insight into and challenge stereotypes of the technology industry, particularly gender occupational stereotypes. This year, 29 schools across Australia registered for the program submitting over 40 projects. At the finals, the GoIT Challenge had a record of 11 teams showcasing technology solutions to community challenges. In the United Kingdom and Ireland, the TCS Digital Explorers program offers young people an insight into the world of work in digital industries. The program is run in seven cities across the UK and aims to tackle the digital skills gap by giving young people from diverse backgrounds an opportunity to experience work and gain a real understanding of tech careers. Digital Explorers is rooted in a robust evidence-based intervention designed to engage young people with employers who otherwise would not have such an opportunity. Such interventions are shown to increase learning potential as well as lower the chances of becoming NEET (Not in Education, Employment or Training) as young adults. In FY 2020 more than 8,500 youth were directly engaged across 7 cities. Young people at Digital Explorers learning how to code with Ozobots TCS Annual Report 2019-20 Management Discussion and Analysis I 115 # LaunchPad provides foundational skills for technology jobs through a gamified learning of C++ and Python. This is provided to students in schools and universities through a free online course. Designed as a self-learning course, it focuses on improving the analytical and logical skills of students, and nurtures the concept of lifelong learning where students develop the essential skills of investing in their own learning journeys throughout their careers. # With a focus on equity and inclusion, TCS has developed programs to enhance the capacity and utilize the potential of individuals with visual impairment. The Advanced Computer Training (ACTC) program, aided by technology and mentorship, provides training opportunities aimed at creating access to employment in highly skilled roles including those in the technology sector. ACTC offers courses that are in sync with industry requirements, subsequently providing trainees with employment opportunities. # Students learn next generation competencies through a hands-on, experiential program linked to the International Space Station The program dovetails into TCS' InsighT intervention which includes advanced programming concepts. InsighT provides access to quality programming courses in schools and colleges, thereby raising the quality of professionals accessible to the IT Industry. This program is available online, is free of cost and covers advanced concepts in two months. # Drawing from the company's focus on providing experiential learning, in South Africa, hands-on technology and STEM learning pathways are created by connecting learners to the International Space Station (ISS). The ExoLab program allows students to conduct integrated STEM experiments alongside identical live experiments which are conducted at the ISS' national laboratory. # Hardware Training provided for ACTC candidates TCS Annual Report 2019-20 Management Discussion and Analysis I 116 # Village Entrepreneurship Around 300 million individuals in India belong to historically disadvantaged and marginalized communities. Lack of proper digital infrastructure, knowledge and resources in villages often prevent these communities from accessing the opportunities presented by the digital economy, making up the so-called digital divide. Implemented in 2014 in 6 villages of Jhansi district and later expanded across several states, BridgeIT was created in response to the need to address prevailing social inequities in India by empowering communities with digital knowledge and tools, enabling entrepreneurship and innovation. Youth who undergo training through BridgeIT are empowered to take up digital entrepreneurship in their village. They also deploy Computer Aided Learning in local government schools and support literacy among adults using the CBFL modules. Till date, this program has developed 236 entrepreneurs across 265 rural locations in 9 states."
+"""If it wasn't for BridgeIT, I would never have seen so much success in my life."" Ujjwal Mondal pursued multiple post graduate degrees, but few opportunities existed for him to use his education back home in West Bengal. He worked for local NGOs for nearly nine years, but never earned more than ₹ 3,000 a month. That changed, when Ujjwal applied for the BridgeIT program. He was equipped with laptops and software and various other activities through the two shops he has set up in his locality. Gaining access to the digital economy has economically empowered Ujjwal and his income has increased manifold. He is looking forward to developing new lines of revenue in the coming weeks. He is also seen as a community leader, as he provides employment to others in his village. Ujjwal now feels more confident and respected in his community, and his neighbors speak proudly of what hasn't changed about him - how he remains kind-hearted, gentle and always eager to help. Digital Impact Square (DISQ), is an open social innovation center located in Nashik, Maharashtra, which encourages innovation using digital technologies to address social challenges. These challenges are drawn from the voice of citizens, domain experts, the local administration and government. The initiative fosters a culture of innovation through a series of sustained innovation cycles, provides an opportunity to bring research and technology from academia and business to life, and accelerate the journey of young innovators from being ideators to entrepreneurs. TCS Annual Report 2019-20 Management Discussion and Analysis I 117 # Employment and Employability Sayali Deshmukh was encouraged to attend school and university by her parents, so she wouldn't face the same economic situation as them. She studied Electronics and Telecommunication Engineering at the Government College of Engineering and Research in Maharashtra but struggled to articulate her ideas when presenting to her class. The BPS Employability program is designed to bridge that gap, offering coaching and mentorship, and employment with TCS for suitable applicants. Engineering students are trained on three modules covering business communication, general aptitude, and technical skills for a duration of 18-24 months (192 hours). Non-engineering students receive 100 hours of training on math, analytics, general knowledge, English, and computers. It introduces Business English, imparts corporate etiquette, improves soft skills, sharpens aptitude and strengthens core subjects pertinent to the industry. At the end of training, the youth are much better placed to gain employment. In FY 2020, nearly 22,880 youth across India gained industry-relevant skills and 4,470 secured jobs in the services sector. The solution came in the form of TCS' IT Employability Program. Sayali then took part in the TCS National Qualifier Test prior to graduation and her hard work paid off. She was selected for a position with TCS upon graduation, wherein she spring-boarded right from college to the beginnings of a bright, new career in the IT industry. ""I had employment waiting for me before I graduated, and the interview skills sessions and role plays really helped me to improve my confidence and overcome my stage fright,"" says Sayali, who also encourages other rural students to join the program. Divya and Vidya both participated in this program. Twin sisters, they graduated with degrees from Mercy College, Palakkad, and while in school also enrolled in the program. Both took advantage of the coaching and mentorship, which transformed their confidence and communication skills. They met the criteria to work at TCS and have held positions there for more than a year. ""We moved to Bangalore - and while the journey wasn't easy, the learning was priceless,"" Vidya explains. ""That one chance TCS offered us, It changed our life,"" says Divya, who also credits their mother - a anganwadi childcare teacher - for pushing them to pursue education and embrace a new future filled with economic opportunity. TCS Annual Report 2019-20 Management Discussion and Analysis I 118 # Thought Leadership, Research and Insights TCS believes that companies across almost all sectors have the responsibility to develop talent that engages in computational thinking and innovation excellence; embrace diversity and support inclusion and provide access to underserved populations. The company's thought leadership initiatives address the opportunity gap through research, insights, advocacy and policy. Through these consultation forums, TCS has mobilized the public-, private- and not for profit sector to address gender, ethnic and socioeconomic inequities, and has led discussions around pioneering solutions that will democratize learning and unlock opportunities. # Digital Empowers A partnership between TCS and the U.S."
+"Chamber of Commerce Foundation, explores the ways in which technologies such as blockchain, cloud, Internet of Things, robotics, artificial intelligence augmented reality/virtual reality, data analytics, and human centered design can be leveraged to solve social issues including workforce development and education, food safety and distribution, microfinance, the opioid epidemic, community recycling, non-profit capacity building, refugee resettlement, natural and human-made disasters, criminal justice reform and healthcare and bring greater access and equity to individuals and communities. # Health TCS' Digital Nerve Centre (DiNC) is a unique and innovative delivery model designed to connect, communicate, coordinate and deliver care by leveraging people, infrastructure and a robust digital platform. DiNC has opened new avenues of connection and real time communication at The Cancer Institute (CI) - Chennai and Tata Medical Center (TMC) - Kolkata. These two premier cancer hospitals are also part of the National Cancer Grid. The North-East region via the State Cancer Institute, Guwahati (Assam), is also leveraging DiNC for enhanced reach and accessibility. DiNC works at all level of healthcare - Tertiary, Secondary and Primary - leading to a well-connected and integrated healthcare system. At the Primary Care level, DiNC is currently operating in Kolar, Karnataka and in Kullu, Himachal Pradesh. These states have roped in DiNC to facilitate Primary Healthcare Transformation for the identified districts, wherein DiNC-enabled Primary Healthcare Transformation has been helping augment key Primary Care programs and efforts. Accompanied by a strong awareness mechanism - the Known Citizen Drive, DiNC with its unique phygital approach of physical/human connect and cutting-edge digital technologies is slowly helping alleviate the issue of healthcare accessibility, care continuum and management for the rural/underprivileged. With DiNC, care seekers are able to access the right care, through the right healthcare center at the right time, which otherwise was a huge challenge for them. In FY 2020, DiNC services expanded with a Virtual Tumor Board for quick diagnosis and expedited treatment. Currently, this service is operational at the Cancer Institute and Assam State Cancer Institute. # The Future Leaders Summit Organized as part of the TCS APAC Summit and now in its fourth year, brings together delegates from customer organizations who are identified as high performers and are passionate about harnessing the power of digital technologies to create a fairer, more inclusive society. The theme this year was 'Digital empowering a sustainable world', and explored how digital technologies can empower communities across the world - how drones are helping to save endangered animals and protect forests in Australia; how technology is supporting a culture of health and wellbeing in Indigenous Australia with children being encouraged to become the next generation of innovators through STEM education. Meanwhile, the TCS team has been supporting the Tata Memorial Hospital, Mumbai, locally, with its online registration process and enquiries. This has significantly improved data quality with zero reported issues. # The Tata Translational Cancer Research Centre (TTCRC) was set up in partnership with TMC in Kolkatta. TTCRC aims to create an interactive environment for clinicians, scientists and the industry to work together to deliver a better future for cancer patients in India. TCS has been providing operational solutions for TTCRC since its inception. Clinicians, scientists and industry are developing partnerships at TTCRC so patients not only benefit from modern affordable cancer therapy but also from the cost-effective models of care. # Employee Engagement TCS has partnered with the American Heart Association in the United States and the Heart and Stroke Foundation in Canada, to fight heart disease and stroke. Annual initiatives such as Go Red for Women, Heart Walks, Big Bike events and Heart Month aid in fundraising and also increases awareness around cardiovascular research and public policy advocacy. The programs below summarize the key partners and achievements of this work in the last year. In North America, associates are directly involved in supporting the mission of our national partners, the American and Canadian Red Crosses, the American Heart Association, and Heart & Stroke Foundation. Since 2011, TCS' Employee Volunteer Program channels the unique skillset of our employees and their energies to address some of the most pressing issues facing Education, Health, and Planet, in countries where we live and work. In the United Kingdom, The Wildlife Trust became TCS' new corporate charity partner. In this two-year partnership, the focus is on employee mental health and wellbeing."
+"The overall campaign theme in the partnership is 'Disconnect to reconnect', which raises awareness of the importance of disconnecting from our everyday digital lives and use nature to improve both mental and physical health. # Impact after earthquake Over 2,500 children returned to a new school due to the efforts and contributions of TCSers worldwide, who collaborated with 'Strong Mexico' campaign, developed to provide aid and support to the victims of the 2017 earthquake. # Impact After TCS efforts TCS' interventions enabled the building of a new school for the children of Cintalapa in Chiapas, Mexico. TCS Annual Report 2019-20 Management Discussion and Analysis I 120 # Business Responsibility Report This section is as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. # Section A: General information about the company 1. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781 2. Name of the Company: Tata Consultancy Services Limited 3. Registered address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, India 4. Website: www.tcs.com 5. E-mail id: corporate.sustainability@tcs.com 6. Financial Year reported: April 1, 2019 to March 31, 2020 7. Sector(s) that the Company is engaged in (industrial activity code-wise): ITC CODE: 85249009 Product Description: Computer Software 8. List three key products/services that the Company manufactures/provides (as in balance sheet): Consulting and Service Integration, Digital Transformation Services and Cognitive Business Operations. 9. Total number of locations where business activity is undertaken by the Company: Number of International Locations (Provide details of major 5): 72 delivery centers |Region|# of Delivery Centers| |---|---| |UK and Ireland|20| |Latin America|15| |North America|18| |Asia Pacific|12| |Europe|6| 10. Number of National Locations: 115 Markets served by the Company - Local/State/National/International: North America, Latin America, United Kingdom and Ireland, Continental Europe, Asia Pacific, Middle East and Africa, and India. # Section B: Financial details of the company 1. Paid up Capital (INR): 375 crore 2. Total Turnover (INR): 156,949 crore 3. Total profit after taxes (INR): 32,340 crore 4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): 2.01% of average net profit for previous three years in respect of standalone TCS (India Initiatives only) 5. List of activities in which expenditure in 4 above has been incurred: |Category (CSR in India only)|` crore| |---|---| |Health and Wellness|175| |Education and Skill Building|116| |Environmental Sustainability|6| |Disaster Relief|2| |Contribution to Foundations/Trusts|303| |Total|602| 6. Including overseas spend, the company's total spending on Corporate Social Responsibility is ` 755 Crore # Section C: Other details 1. Does the Company have any Subsidiary Company/ Companies? Yes 2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Yes, 36 subsidiaries participated 3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] No. # Section D: BR information 1. Details of Director/Directors responsible for BR 1. Details of the Director/Directors responsible for implementation of the BR policy/policies The Corporate Social Responsibility (CSR) Committee of the Board of Directors is responsible for implementation of BR policies. The members of the CSR Committee are as follows: |DIN Number|Name|Designation| |---|---|---| |00121863|N Chandrasekaran|Chairman| |00548091|O P Bhatt|Independent Director| |07006215|N Ganapathy Subramaniam|Chief Operating Officer| 2. Details of the BR head Name: Milind Lakkad Designation: Executive Vice President and CHRO Telephone number: 022 67789999 E-mail id: corporate.sustainability@tcs.com 2. Principle wise (as per NVGs) BR Policy/policies The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows: 1. P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability 2. P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle 3. P3 Businesses should promote the wellbeing of all employees 4. P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized 5. P5 Businesses should respect and promote human rights 6. P6 Business should respect, protect, and make efforts to restore the environment 7. P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner 8. P8 Businesses should support inclusive growth and equitable development 9."
+"P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner |S.N.|Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---|---|---| |1|Do you have a policy / policies for....|Y|Y|Y|Y|Y|Y|Y|Y|Y| |2|Has the policy being formulated in consultation with the relevant stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |3|Does the policy conform to any national / international standards?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |4|Has the policy been approved by the Board? If yes, has it been signed by MD/owner/ CEO/ appropriate Board Director?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |5|Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy? Indicate the link for the policy to be viewed online?|Y*|Y*|Y*|Y**|Y*|Y***|Y*|Y*|Y*| |6|Has the policy been formally communicated to all relevant internal and external stakeholders?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |7|Does the company have in-house structure to implement the policy/ policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |8|Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/ policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |9|Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?|Y|N|Y|N|N|Y|N|N|Y| * TATA Code of Conduct (https://on.tcs.com/Tata-Code-Of-Conduct) ** CSR Policy (https://on.tcs.com/Global-CSR-Policy) *** Environment Policy (https://on.tcs.com/Environmental-Policy) # 3. Governance related to BR (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: Seven Board Meetings were held during the year. (b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Yes, the company publishes its Sustainability Report annually. In FY 2020, the Sustainability Report is part of this Annual Report. The hyperlink is: https://on.tcs.com/Annual-Report-2020 TCS Annual Report 2019-20 Management Discussion and Analysis I 123 # SECTION E: PRINCIPLE WISE PERFORMANCE # Principle 1 1. Does the policy relating to ethics, bribery and corruption cover only the company? No Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? Yes 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so: In FY 2020, 149 concerns from various stakeholders were received in the ethics channels. Of these, 136 (91.3%) were satisfactorily resolved as on March 31, 2020, and the remaining concerns were work in progress to be resolved following due process. # Principle 2 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities: Three instances of work done by TCS that results in social or environmental good are: - a) Intelligent Speech to Text Solution: Verbose is an intelligent solution for the hearing impaired. It enables end-to-end speech to text conversion. It converts live lectures into real-time data that can be viewed in different formats such as animated video, comic strips, notes etc. More than 1,000 children are using the solution. It is also part of many ""Assistive Conference"" kits, for hearing-impaired conference attendees, to engage with conference content at their own pace. - b) Research Scholarship Program: TCS' Research Scholarship Program continues to support PhD scholars in Computer Sciences in India. In FY 2020, 40 new scholars were included in the program and a stipend hike was announced. TCS Researchers continue to mentor scholars who are a part of the program. The total number of scholars supported by the program is 322. - c) Digital Impact Square - The Digital Impact Square, based in Nasik, provides internships to young innovators to build solutions that solve social problems using Digital technologies and human-centric design principles. The FY 2020 cohort had 60 innovators in 10 teams. Four DISQ initiatives moved to the sustain phase (successful exit from DISQ). Total 10 successful exits from DISQ so far. ₹6.2 crore was raised by DISQ startups and more than one lakh lives were impacted this year. Three new design schools joined DISQ this year. 2. For each such product, provide the following details in respect of resource used (Energy, Water, Raw material etc.) per unit of product (optional): - a) Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain? Not applicable. - b) Reduction during usage by consumers (energy, water) has been achieved since the previous year: Not applicable. 3. Does the company have procedures in place for sustainable sourcing (including transportation)? (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so."
+"Our suppliers sign the Supplier Code of Conduct and the Tata Code of Conduct. Our policy on supply chain sustainability can be found here: https://on.tcs.com/Sustainable-Supply-Chain-Policy 4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? Yes (a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? While the criteria for selection of goods and services is quality, reliability and price, TCS gives preference to small organizations, particularly promoted by entrepreneurs from socially backward communities. Under the BridgeIT program, TCS has trained digital entrepreneurs who have established themselves as key resources in the villages within which they operate. TCS promotes the exhibition and sale of goods produced by socially and economically underprivileged men/women supported by Non-Governmental Organizations. TCS facilitated stalls for organizations like Etasha Society and Maher to sell various products that were made by destitute and mentally challenged men and women from the slums of National Capital Region, Haryana and Maharashtra. TCS provided a platform for selling products made by the inmates of Tihar Jail and enabled their sale in Tata Power, Delhi as well. # 5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so: Yes. For more details please refer to the FY 2020 Performance Overview: Natural Capital which forms part of this Annual Report. # Principle 3 1. Please indicate the Total number of employees: 448,464 as on March 31, 2020 2. Please indicate the Total number of employees hired on temporary/ contractual/ casual basis: 17,273 as on March 31, 2020 3. Please indicate the Number of permanent women employees: 162,220 as on March 31, 2020 4. Please indicate the Number of permanent employees with disabilities: 661 as on March 31, 2020 5. Do you have an employee association that is recognized by management? Yes 6. What percentage of your permanent employees are members of this recognized employee association? 0.03% (For India) 7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year: File: AR_TCS_2019_2020-1-314.md 8. The company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder. During FY 2020, the company has received 86 complaints on sexual harassment, out of which 77 complaints have been resolved with appropriate action taken and 9 complaints remain pending as on March 31, 2020. Internal review is under progress for the pending complaints, following due process. There have been no complaints in other areas. What percentage of your under mentioned employees were given safety & skill upgradation training in the last year? # Principle 4 1. Has the company mapped its internal and external stakeholders? Yes 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders: Yes 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so: Yes. Please refer to the section on FY 2020 Performance Overview: Social Capital in this Annual Report for details on our Adult Literacy Program, Bridge IT, BPS/IT Employability programs, Advanced Computer Training Centre, etc. # Principle 5 1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/Others? The principles stated in our code and policies which include respect for human rights and dignity of all stakeholders, extend to the group, joint venture, suppliers and all those who work with us. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? No material complaint related to violation of fundamental human rights of individuals was received during the financial year. # Principle 6 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others? The policy is applicable to TCS, its subsidiaries and vendors. 2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N."
+"If yes, please give hyperlink for webpage etc: Yes. TCS' Environmental Policy is available on https://on.tcs.com/Environmental-Policy 3. Does the company identify and assess potential environmental risks? Yes. 4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not Applicable 5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.. Yes. Please refer to the section on FY 2020 Performance Overview: Natural Capital in this Annual Report. 6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes. 7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. None # Principle 7 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: Yes. National Association of Software and Services Companies (NASSCOM), Confederation of Indian Industries (CII), Federation of India Chambers of Commerce and Industry (FICCI), US India Business Council (USIBC) US Chamber of Commerce and Confederation of British Industry (CBI) TCS Annual Report 2019-20 Management Discussion and Analysis I 126 # 2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/ No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others): Yes. TCS participates in consultations on governance and administration, sustainable business principles, inclusive development policies (with a focus on skill building and literacy), economic reforms and tax and other legislations. TCS uses the Tata Code of Conduct as a guide for its actions in influencing public and regulatory policy. # Principle 8 1. Does the company have specified program/initiatives/ projects in pursuit of the policy related to Principle 8? If yes details thereof? 2. Yes. Please refer to the preceding section on FY 2020 Performance Overview: Social Capital in this Annual Report. Are the program/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization? 3. TCS uses all of these modes. Have you done any impact assessment of your initiative? 4. Yes. What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken? 5. ₹ 755 crore, including overseas spend. For more details, please refer to Annexure II of Directors' Report in this Annual Report. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so. # Principle 9 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year. 2. 8% of the complaints received are pending resolution as on March 31, 2020. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks (additional information): 3. Not Applicable Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anticompetitive behavior during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so: 4. No Did your company carry out any consumer survey/ consumer satisfaction trends? TCS Annual Report 2019-20 Management Discussion and Analysis I 127 # FY 2020 PERFORMANCE OVERVIEW: # NATURAL CAPITAL TCS is certified under the ISO 14001:2015 Environmental Management System (EMS) standard, across 126 locations globally. TCS views its responsibility for environmental stewardship seriously and has taken a 'beyond compliance' approach, setting a bold vision for environmental sustainability, articulated in the Environmental Policy. This translates into a strong focus on operational efficiency and concern for the environment across the organization and in the value chain. The objective is to grow sustainably by successfully decoupling business growth and the impact on the environment from our operations, effectively doing more with less through better design, planning and operational efficiency. The company's environmental sustainability strategy is implemented through its policy, standardized processes, impact assessment, performance monitoring and strong partnerships with stakeholders, including employees."
+"# Specific Electricity Consumption (KWH/FTE/MONTH) 400 319 300 275 267 246 231 216 196 186 177 162 155 145 # Managing the Carbon Footprint Long before it became an established science, TCS embraced the precautionary principle and recognized carbon footprint mitigation as a high priority area. With an operational footprint that consists largely of campuses of office blocks for the delivery organization, and sales offices, direct emissions from operations - also referred to as Scope 1 emissions - are a very small part of the company's carbon footprint, amounting to just 6.5% of the overall carbon footprint. The rest is made up of indirect emissions, referred to as Scope 2 emissions, associated with purchased electricity. # Specific Scope 1 + Scope 2 Emissions (TCO2E/FTE/ANNUM) 400 319 300 275 267 246 231 216 196 186 177 162 155 145 # Trend in specific electricity consumption |2007-08|2.00| |---|---| |2008-09|1.15| |2009-10|1.00| |2010-11|0.00| |2011-12| | |2012-13| | |2013-14| | |2014-15| | |2015-16| | |2016-17| | |2017-18| | |2018-19| | # Footnotes In FY 2020, TCS consumed 547 GWh of electricity of which 10.9% was from renewable sources, ~3.5% from onsite utilities and the remaining was purchased electricity. Total direct energy used was 0.13 Million GJ and total direct plus indirect energy used was 2.08 GJ. The total electricity consumed, as well as direct energy usage, have gone down, indicating better controls. # TCS Annual Report 2019-20 # Management Discussion and Analysis TCS has been able to reduce its specific energy consumption by over 60% over baseline year FY 2008, and bring down its greenhouse gas emissions (Scope 1 + Scope 2) from 3 tCO2E/FTE/Annum in FY 2008 to 1.15 tCO2e/FTE/Annum in the current reporting year, a reduction of 61.6%. Compared to the prior year, the specific energy consumption is down 11.9% and specific carbon footprint is down 11.8% YoY. Additionally, absolute (Scope 1 + Scope 2) emissions have reduced by 6% YoY, for the fourth consecutive year. Having achieved the previous target of halving the specific carbon footprint by 2020 (versus baseline year FY 2008) ahead of schedule, the company is now working on setting new targets for the next decade. # The Path to Energy Efficiency The reduction in specific energy consumption was achieved by adding more green buildings to the company's real estate portfolio, installing roof top solar power plants across campuses, optimizing IT system power usage, upgrading legacy equipment with state-of-the-art technology, and improving operational efficiency through the inhouse-built, IoT-based Remote Energy Management System. All these efforts have resulted in year-on-year energy reduction, despite the growth in employees, commissioning of new facilities and ramping up within existing facilities. In FY 2020, the company added 2 MWp of rooftop solar, taking the total on-site roof top solar capacity across its campuses to 7.6 MWp. This contributed 6.4 million units of electricity generated from in-house solar plants. About 53 million units of renewable energy were sourced in FY 2020 through power purchase agreements. Total renewable energy units generated from rooftop solar projects and sourced through power purchase agreements was ~10.9% of the total electricity consumption. # Other Emissions Emissions of Ozone-depleting substances are primarily in the form of system losses or fugitive emissions during maintenance and repair of air conditioning systems. TCS is committed to using zero-ozone depleting potential (ODP) refrigerants in its operations. New facilities have HVAC systems based on zero-ODP refrigerants. All ODP refrigerant gases will be phased out and replaced with zero-ODP refrigerants, in line with country-specific timelines agreed to as per the Montreal Protocol and local regulations. # Value Chain Emissions All other indirect emissions are accounted by TCS as Scope 3 emissions. These are also known as value chain emissions because they are caused by sources not owned or controlled by TCS, but are relevant to its operations and within its value chain. By applying an expansive boundary and using standard Scope 3 emission factors, the company estimates that value chain emissions amounted to 1.57 tCO2e per FTE, in FY 2020. The largest contributors, amounting to ~60%, were business travel intrinsic to the consultancy business model, and daily workplace commutes of employees. TCS has been investing in superior communications and video conferencing infrastructure to promote greater collaboration across remote teams, and with lesser in-person attendance for meetings and business discussions. This has helped reduce the power utilization efficiency (PUE) of its 23 data centers to 1.66 (versus 1.67 in the prior year). Of the 23 data centers, 22 have achieved the target PUE of 1.65."
+"Data center/server room consolidation, higher rack utilization, and UPS rationalization have been the key levers. # Footnotes 26 Scope 1 emissions have been calculated using the emissions factors published by the GHG (greenhouse) Protocol All Sector Tools version released in 2017. For Scope 2 emissions - that is, purchased electricity-related carbon emissions - for India, the source is the emissions factor in the CO2 Baseline Database for the Indian Power Sector, User Guide, Version 13.0, June 2018, published by the Central Electricity Authority of India. For Scope 2 emissions of locations other than India, emission factors published by DEFRA 2015 have been used. 27 305-1, 410,971 tCO2e in FY 2020 vs 437,366 tCO2e in FY 2019 28 306-1 # Water Conservation TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for 50% higher water efficiency, 100% treatment and recycling of sewage, and rainwater harvesting. Employee engagement also plays a big role in the company's water sustainability strategy. In FY 2020, consistent water management measures, consolidation of offices and increased occupancy of green-field centers helped reduce specific freshwater consumption by over 9% compared to FY 2019. Of the 3.9 million kL of fresh water consumed by TCS in FY 2020, 56% came from municipal sources, 28% from third party suppliers, 14% from groundwater and 2% from rainwater harvest at our campuses. Consistent water efficiency measures have helped the company reduce freshwater consumption by over 27% over baseline year FY 2008. Total treated sewage recycled as a percentage of the total sewage generated was ~70% in FY 2020. # Waste Reduction and Reuse As an IT services and consulting organization, TCS' facilities mostly generate electronic, electrical, and office consumables waste and municipal solid waste. Generation of potentially hazardous wastes such as lead-acid batteries and waste lube oil is in relatively smaller proportions. In FY 2020, despite the growth in business, the company was able to achieve material reductions in the absolute quantities across all key wastes: paper wastes, cafeteria dry waste, and canteen biodegradable waste. In FY 2020, 72.6% of the total food waste generated across all TCS facilities was treated using onsite composting methods or bio-digester treatment. In locations lacking space for these systems, the waste is disposed of as fodder for livestock or sent to the municipal waste collection system. Dry waste is categorized, segregated, and sent for recycling. Garden waste is composted onsite. Over 336 tons of compost were generated in FY 2020, reducing the need for chemical fertilizers and the resultant soil and groundwater pollution. Used printer cartridges and photocopier toner bottles are sent back to the manufacturers for proper disposal. # TCS' waste management practices TCS continues to achieve 100% recycling of its paper waste. Per capita paper consumption reduced by ~16% over the prior year and ~89% over the baseline year FY 2008. The success of this drive can be attributed to the awareness created among employees, and the enforcement of printing discipline through automated and manual means. TCS' waste management practices seek to maximize segregation at source, as well as reuse and recycle as possible. All the hazardous and regulated waste is disposed. 29 103-2, 103-3 30 303-1 31 306-1 # Employee Engagement TCS has a year-round calendar for engaging with employees to create environmental awareness and sensitizing them towards nature and conserving its resources. The company has run communication campaigns around World Bio-diversity Day, World Environment Week, World Ozone Day, Green Consumer Day, World Wildlife Week, Pollution Control Day, Energy Conservation Day, World Water Day and the Earth hour campaign. The company's purpose-driven worldview inspires many employees to undertake volunteering in their local communities around environmental themes. A month-long campaign to encourage the elimination of single use plastic saw over 80,000 TCSers participate in 256 cleanliness drives and 130 awareness sessions in the community, across 90 cities in India. Elsewhere, employees at TCS Mexico participated in reforestation activities to save 'Guadalajara's lungs', planting saplings in designated areas to increase the green cover. As part of the Tata Sustainability Month, the company ran a campaign to create awareness among employees on the UN Sustainable Development Goals, and inspire them to take small actions in their lives to contribute towards those goals. It saw participation by over 120,000 associates participate in such activities as plantation drives, cleanliness drives, cyclathon, walkathon, external sessions, clean (food) plate drive, community initiatives and several contests. TCS Annual Report 2019-20 Management Discussion and Analysis I 131 # I."
+"Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013 (""the Act""). The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (""Insider Trading Code""). The Company has in place an Information Security Policy that ensures proper utilisation of IT resources. The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. Details of TCS' board structure and the various committees that constitute the governance structure1 of the organization are covered in detail in this report. 1 102-18 # The various material aspects of corporate governance and TCS' approach to them are discussed in the table below: |Material Aspect|TCS' Approach| |---|---| |Avoidance of conflict of interest|Chairmanship of the Board is a non-executive position, and separate from that of the Chief Executive Officer and Managing Director. The Code of Conduct (https://www.tcs.com/tata-code-of-conduct) for non-executive directors, and for Independent Directors, carries explicit clauses covering avoidance of conflict of interest. Likewise, there are explicit clauses in the Tata Code of Conduct (TCoC) prohibiting any employee - including the Managing Director and executive directors - from accepting any position of responsibility, with or without remuneration, with any other organization without TCS' prior written approval. For executive directors and the Managing Director, such approval must be obtained from the Board.| |Board independence and minority shareholders' interests|The TCoC, which defines the governance philosophy at TCS, emphasizes fairness and transparency to all stakeholders. The Company also has a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or Board and express their concerns. Shareholders can communicate any grievance to the Company Secretary's office through a well-publicized channel, where complaints are tracked to closure. The Stakeholders' Relationship Committee oversees the redressal of these complaints. The Annual General Meeting is another forum where they can interact with the Board.| # Values, Ethics and compliance Over the last five decades, TCS has consistently adhered to the highest principled conduct and has earned its reputation for trust and integrity in the course of building a highly successful global business. The Company's core values are: Leading change, Integrity, Respect for the individual, Excellence, and Learning and sharing. TCoC, which every employee signs at the time of joining the Company, serves as a moral guide and a governing framework for responsible corporate citizenship. Periodic refresher courses are conducted to ensure continued awareness of the code, and employee communications from the leadership reiterate the importance of our values and the TCoC. Customers and suppliers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts. The TCS Supplier Code of Conduct is shared with suppliers as part of the procurement process and is published on the TCS website. Compliance to laws of the countries in which we operate, as well as global legislation such as FCPA, UKBA is monitored through formal compliance procedures led by the corporate compliance office. Changes to legislation are closely monitored, risks are evaluated and effectively managed across our operations. Avenues have been provided for all employees and stakeholders to report concerns or non-compliance which are investigated and addressed by following due process. At the apex level, the Audit Committee oversees compliance to internal policies and external regulations."
+"TCS Annual Report 2019-20 Corporate Governance Report I 133 # Succession Planning Succession planning is an integral part of the operations of the Company. Succession planning of senior management is reviewed by the Board. Business or unit heads are invited to present on specific topics at Board meetings from time to time, offering an opportunity for the directors to assess their values, competencies, and capabilities. # II. Board of Directors i. As on March 31, 2020, the Company has nine Directors. Of the nine Directors, seven (i.e. 77.8 percent) are Non-Executive Directors out of which five (i.e. 55.6 percent) are Independent Directors. The profiles of Directors can be found on https://www.tcs.com/ir-corporate-governance. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. ii. None of the Directors on the Board holds directorships in more than ten public companies. None of the Independent Directors serves as an independent director on more than seven listed entities. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2020 have been made by the Directors. None of the Directors is related to each other except N Ganapathy Subramaniam and N Chandrasekaran. iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. iv. Seven board meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: - April 12, 2019 - June 13, 2019 - July 9, 2019 - October 10, 2019 - January 17, 2020 - February 13, 2020 - March 10, 2020 The necessary quorum was present for all the meetings. v. The names and categories of the Directors on the Board, their attendance at board meetings held during the year under review and at the last Annual General Meeting (""AGM""), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships / Memberships held by them in other public limited companies as on March 31, 2020 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he / she is a Director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. # Directors' Information |Name of the Director|Category| |---|---| |N Chandrasekaran|Non-Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |N Ganapathy Subramaniam|Non-Independent, Executive| |Aman Mehta*|Independent, Non-Executive| |Dr Ron Sommer*|Independent, Non-Executive| # Board Meeting Attendance and Directorships |Number of Board Meetings attended|Whether attended last AGM held on June 13, 2019|Number of Directorships in other Public Companies|Committee positions held in other Public Companies| |---|---|---|---| |7|Yes|5|Chairman: - Member: -| |7|Yes|-|Chairman: - Member: -| |7|Yes|1|Chairman: - Member: -| |2|Yes|N.A.|Chairman: N.A. Member: N.A.| |2|Yes|N.A.|Chairman: N.A. Member: N.A.| # Directorship in other listed entity (Category of Directorship) 1. Tata Steel Limited (Non-Independent, Non-Executive) 2. Tata Motors Limited (Non-Independent, Non-Executive) 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) (Non-Independent, Non-Executive) 4. The Tata Power Company Limited (Non-Independent, Non-Executive) 5. The Indian Hotels Company Limited (Non-Independent, Non-Executive) 6."
+"Tata Elxsi Limited (Non-Independent, Non-Executive) # Corporate Governance Report # Name of the Director |Name of the Director|Category| |---|---| |O P Bhatt|Independent, Non-Executive| |Aarthi Subramanian|Non-Independent, Non-Executive| |Dr Pradeep Kumar Khosla|Independent, Non-Executive| |Hanne Sorensen|Independent, Non-Executive| |Keki Mistry|Independent, Non-Executive| |Don Callahan|Independent, Non-Executive| File: AR_TCS_2019_2020-1-314.md # Board Meetings |Number of Board Meetings attended|Whether attended last AGM held on June 13, 2019|Number of Directorships in other Public Companies|Committee positions held in other Public Companies|Directorship in other listed entity (Category of Directorship)| |---|---|---|---|---| |7|Yes|-|4|2| |7|Yes|-|5|1| |7|Yes|-|-|-| |7|Yes|-|1|-| |6|Yes|-|6|2| |7|Yes|-|-|-| # Footnotes * Ceased to be Directors w.e.f. June 26, 2019 upon completion of their term as Independent Directors. ** Re-appointed as Independent Director for a second term w.e.f. June 27, 2019. TCS Annual Report 2019-20 Video-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings. # vi. During FY 2020, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. During FY 2020, one meeting of the Independent Directors was held on April 12, 2019. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2020 are given below: |Name|Category|Number of equity shares| |---|---|---| |N Chandrasekaran|Non-Independent, Non-Executive|177,056| |Aarthi Subramanian|Non-Independent, Non-Executive|5,600| |Rajesh Gopinathan|Non-Independent, Executive|2,760| |N Ganapathy Subramaniam|Non-Independent, Executive|197,760| |Keki Mistry|Independent, Non-Executive|4,078| The Company has not issued any convertible instruments. # x. The Board has identified the following skills / expertise / competencies fundamental for the effective functioning of the Company which are currently available with the Board: - Global Business: Understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions. - Strategy and Planning: Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments. - Governance: Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values. The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the requisite skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company's business or is a proven academician in the field relevant to the Company's business. Being an IT service provider, the Company's business runs across different industry verticals, geographical markets and is global in nature. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to the industries / fields from where they come. TCS Annual Report 2019-20 Corporate Governance Report I 137 # III. Committees of the Board With effect from April 1, 2019, Ethics and Compliance Committee, Health Safety and Sustainability Committee, Software Technology Parks of India (STPI) / Special Economic Zone (SEZ) Committee, Bank Account Committee were dissolved and the Terms of Reference of these Committees have been transferred to the Statutory Committees."
+"There are six Board Committees as on March 31, 2020, which comprises five statutory committees and one other non-statutory committee, details of which are as follows: |Name of the Committee|Extract of terms of reference|Category and composition|Other details| |---|---|---|---| |Audit Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act.|Name|* Seven meetings of the Audit Committee were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days.| | |* Oversight of financial reporting process.|Keki Mistry (Chairman)*|* Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.| | |* Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval.|O P Bhatt|* The Company Secretary acts as the Secretary to the Audit Committee.| | |* Evaluation of internal financial controls and risk management systems.|Aarthi Subramanian|* Rajendra Moholkar is the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code.| | |* Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.|Dr Pradeep Kumar Khosla|* Quarterly Reports are sent to the members of the Committee on matters relating to the Insider Trading Code.| | |* Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same.|Hanne Sorensen**|* The previous AGM of the Company was held on June 13, 2019 and was attended by Aman Mehta, the then Chairman of the Audit Committee.| | |* To consider matters with respect to the Tata Code of Conduct, Anti-bribery and Anti-Corruption Policy and Gifts Policy.|Don Callahan**| | | | |Aman Mehta^| | | | |Dr Ron Sommer^^| | * Appointed as a member w. e. f. April 12, 2019 and Chairman w.e.f. June 27, 2019 of this Committee. ** Appointed as a member of this Committee w.e.f. April 12, 2019. ^ Ceased to be a member and Chairman of this Committee consequent to the completion of his term as Independent Director w.e.f. June 26, 2019. ^^ Ceased to be a member of this Committee consequent to the completion of his term as Independent Director w.e.f. June 26, 2019. # Nomination and Remuneration Committee Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. - Recommend to the Board the setup and composition of the Board and its committees. - Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. - Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarisation programs for Directors. |Name of the Committee|Category|Composition| |---|---|---| |O P Bhatt (Chairman)*|Independent, Non-Executive|Committee meetings were held during the year under review.| |N Chandrasekaran|Non-Independent, Non-Executive|The Company does not have any Employee Stock Option Scheme.| |Aarthi Subramanian**|Non-Independent, Non-Executive|Details of Performance Evaluation Criteria and Remuneration Policy are provided at serial no. III(iii) below.| |Hanne Sorensen**|Independent, Non-Executive|The previous AGM of the Company was held on June 13, 2019 and was attended by Aman Mehta, the then Chairman of the Nomination and Remuneration Committee.| |Aman Mehta^|Independent, Non-Executive| | |Dr Ron Sommer^^|Independent, Non-Executive| | * Appointed as Chairman of this Committee w. e. f. June 27, 2019. ** Appointed as a member of this Committee w.e.f. April 12, 2019. ^ Ceased to be a member and Chairman of this Committee consequent to the completion of his term as Independent Director w.e.f. June 26, 2019. ^^ Ceased to be a member of this Committee consequent to the completion of his term as Independent Director w.e.f. June 26, 2019. # Extract of terms of reference # Stakeholders' Relationship Committee Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. The broad terms of reference are as under: - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. - Review activities with regard to the Health Safety and Sustainability initiatives of the Company."
+"# Category and composition |Name|Category| |---|---| |Dr Pradeep Kumar Khosla*|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |Keki Mistry**|Independent, Non-Executive| |Dr Ron Sommer^|Independent, Non-Executive| |N Ganapathy|Non-Independent, Executive| |Subramaniam^^| | # Other details - Two meetings of the Stakeholders' Relationship Committee were held during the year under review. - Details of Investor complaints and Compliance Officer are provided at serial no. III(ii) below. - The previous AGM of the Company was held on June 13, 2019 and was attended by Dr Ron Sommer the then Chairman of the Stakeholders' Relationship Committee. # Footnotes - * Appointed as Chairman of this Committee w.e.f. June 27, 2019. - ** Appointed as a member of this Committee w.e.f. April 12, 2019. - ^ Ceased to be a member and Chairman of this Committee consequent to the completion of his term as Independent Director w.e.f. June 26, 2019. - ^^ Ceased to be a member of this Committee w.e.f. April 12, 2019. # Corporate Social Responsibility (""CSR"") Committee Committee is constituted in line with the provisions of Section 135 of the Act. |Name of the Committee|Extract of terms of reference|Category and composition|Other details| |---|---|---|---| |Corporate Social Responsibility Committee|- Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. |- N Chandrasekaran (Chairman) - Non-Independent, Non-Executive - O P Bhatt - Independent, Non-Executive - N Ganapathy Subramaniam* - Non-Independent, Executive - Rajesh Gopinathan** - Non-Independent, Executive - Aarthi Subramanian** - Non-Independent, Non-Executive |- Four meetings of the CSR Committee were held during the year under review. - Four Board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on Corporate Social Responsibility (CSR) activities of the Company were held during the year. | * Appointed as a member of this Committee w.e.f. April 12, 2019. ** Ceased to be a member of this Committee w.e.f. April 12, 2019. TCS Annual Report 2019-20 Corporate Governance Report I 141 # Extract of terms of reference # Risk Management Committee (""RMC"") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. # Category and composition |Name|Category| |---|---| |Keki Mistry*|Independent, Non-Executive| |Don Callahan**|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |N Ganapathy Subramaniam**|Non-Independent, Executive| |O P Bhatt^|Independent, Non-Executive| |Aarthi Subramanian^^|Non-Independent, Non-Executive| |Ramakrishnan V|Chief Financial Officer| # Other details - Four meetings of the RMC were held during the year under review. - Fortnightly reports on management of foreign exchange risks are made available to the members of the RMC. # Footnotes * Appointed as a member and Chairman of this Committee w.e.f. April 12, 2019. ** Appointed as a member of this Committee w.e.f. April 12, 2019. ^ Ceased to be a member and Chairman of the Committee w.e.f. April 12, 2019. ^^ Ceased to be a member of the Committee w.e.f. April 12, 2019. # Extract of terms of reference |Name of the Committee|Category and composition|Other details| |---|---|---| |Executive Committee|Detailed review of the following matters which form part of terms of Executive Committee, were presented to the Board:| | | |* Business and strategy review;| | | |* Long-term financial projections and cash flows;| | | |* Capital and revenue budgets and capital expenditure programmes;| | | |* Acquisitions, divestments and business restructuring proposals;| | | |* Senior management succession planning;| | | |* Any other item as may be decided by the Board.| | # Other Committees |Name|Category| |---|---| |N Chandrasekaran (Chairman)|Non-Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |Dr Ron Sommer*|Independent, Non-Executive| * Ceased to be a member of this Committee consequent to the completion of his term as Independent Director w.e.f. June 26, 2019 The terms of reference of these committees are available on the website (https://www.tcs.com/ir-corporate-governance) TCS Annual Report 2019-20 Corporate Governance Report I 143 # ii. Stakeholders' Relationship Committee-other details The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Managing Director and each Executive Director. # a."
+"Name, designation and address of Compliance Officer: Rajendra Moholkar Company Secretary Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021. Telephone: 91 22 6778 9595 # b. Details of investor complaints received and redressed during FY 2020 are as follows: |Opening balance|Received during the year|Resolved during the year|Closing balance| |---|---|---|---| |1|99|100|-| # iii. Nomination and Remuneration Committee - other details Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution. The remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. The Remuneration policy is available on https://on.tcs.com/remuneration-policy. # iv. Details of the Remuneration for the year ended March 31, 2020: # b. Managing Director and Executive Director # a. Non-Executive Directors: |Name|Commission|Sitting fees| |---|---|---| |N Chandrasekaran, Chairman@|-|4.20| |Aman Mehta*|60.00|1.80| |Dr Ron Sommer*|60.00|1.80| |O P Bhatt|200.00|6.90| |Aarthi Subramanian@@|-|5.40| |Dr Pradeep Kumar Khosla|140.00|5.10| |Hanne Sorensen|140.00|4.80| |Keki Mistry|140.00|5.10| |Don Callahan|140.00|5.10| |Total|880.00|40.20| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company. * Ceased to be Directors w.e.f. June 26, 2019 upon completion of their term as Independent Directors. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company. # Salary, Benefits, Perquisites, Commission and ESPS |Name of Director|Salary|Benefits, perquisites and allowances|Commission|ESPS| |---|---|---|---|---| |Rajesh Gopinathan|135.90|202.04|1,000.00|-| |Chief Executive Officer and Managing Director (w.e.f. February 21, 2017 for a period of 5 years)| | | | | |N Ganapathy Subramaniam|129.18|182.51|700.00|-| |Chief Operating Officer and Executive Director (w.e.f. February 21, 2017 for a period of 5 years)| | | | | The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. TCS Annual Report 2019-20 Corporate Governance Report I 145 # v. Number of committee meetings held and attendance records |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |No. of meetings held|7|3|2|4|4| |Date of meetings|April 12, 2019; June 13, 2019; July 9, 2019; August 13, 2019; October 10, 2019; January 17, 2020; February 13, 2020|April 12, 2019; January 17, 2020; February 13, 2020|July 9, 2019 and January 16, 2020|April 11, 2019; July 16, 2019; October 25, 2019; February 11, 2020|April 4, 2019; June 13, 2019; October 9, 2019 and January 16, 2020| # No. of meetings attended |Name of Member|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |N Chandrasekaran|-|3|-|4|-| |Rajesh Gopinathan*|-|-|2|1|4| |Aman Mehta**|2|1|-|-|-| |Dr Ron Sommer***|2|1|-|-|-| |O P Bhatt^|7|3|-|4|1| |N Ganapathy Subramaniam^^|-|-|-|3|3| |Aarthi Subramanian^^^|7|2|-|1|1| |Dr Pradeep Kumar Khosla|7|-|2|-|-| |Hanne Sorensen#|6|2|-|-|-| |Keki Mistry##|6|-|2|-|3| |Don Callahan###|6|-|-|-|3| # TCS Annual Report 2019-20 # Corporate Governance Report |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |No. of meetings held|7|3|2|4|4| |Date of meetings|April 12, 2019; June 13, 2019; July 9, 2019; August 13, 2019; October 10, 2019; January 17, 2020; February 13, 2020|April 12, 2019; January 17, 2020; February 13, 2020|July 9, 2019; January 16, 2020; October 25, 2019|April 11, 2019; July 16, 2019; October 9, 2019; January 16, 2020|April 4, 2019; June 13, 2019| |No."
+"of meetings attended|Ramakrishnan V|-|-|-|4| Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. * Rajesh Gopinathan ceased to be a member of Corporate Social Responsibility Committee w.e.f. April 12, 2019. ** Aman Mehta ceased to be Chairman of Audit Committee and Nomination and Remuneration Committee consequent to the completion of his term as Independent Director w.e.f. June 26, 2019. *** Dr Ron Sommer ceased to be Chairman of Stakeholders' Relationship Committee and member of Audit Committee and the Nomination and Remuneration Committee w.e.f. June 26, 2019 consequent to the completion of his term as Independent Director of the Company. ^ O P Bhatt ceased to be a member of Risk Management Committee w.e.f. April 12, 2019 and was appointed as Chairman of Nomination and Remuneration Committee w.e.f. June 27, 2019. ^^ N Ganapathy Subramaniam was appointed as a member of Risk Management Committee and Corporate Social Responsibility Committee and ceased to be a member of Stakeholder Relationship Committee w.e.f. April 12, 2019. ### Aarthi Subramanian was appointed as member of Nomination and Remuneration Committee and ceased to be a member of Corporate Social Responsibility Committee. ## Keki Mistry was appointed as a member of Audit Committee, Stakeholders' Relationship Committee and Risk Management Committee w.e.f. April 12, 2019 and Chairman of Audit Committee and Risk Management Committee w.e.f. June 27, 2019 and April 12, 2019 respectively. # Don Callahan was appointed as a member of Audit Committee and of Risk Management Committee w.e.f. April 12, 2019. TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on Corporate Social Responsibility (CSR) activities of the Company, has held four meetings during the FY 2020. # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2017|June 16, 2017| |Birla Matushri Sabhagar| |2018|June 15, 2018|3.30 p.m.|Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020| |2019|June 13, 2019| | | # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2020. # c. Special resolution: Special resolution for re-appointment of O P Bhatt as an Independent Director was passed at the AGM held in 2019 and no special resolution was passed in the previous AGMs held in 2017 and 2018. # iii. Details of special resolution proposed to be conducted through postal ballot: None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # V. None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority. A Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to this Report. # VI. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022) have been appointed as the Statutory Auditors of the Company. The particulars of payment of Statutory Auditors' fees, on consolidated basis is given below: |Particulars|(` lakh)| |---|---| |Services as statutory auditors (including quarterly audits)|729.5| |Tax audit|53.4| |Services for tax matters|20.5| |Other matters|402.8| |Re-imbursement of out-of-pocket expenses|70.6| |Total|1,276.8| # ii. Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise, details of the voting pattern and procedure of postal ballot: No postal ballot was conducted during the FY 2020. TCS Annual Report 2019-20 Corporate Governance Report I 148 # VII. Other Disclosure |Particulars|Regulations|Details|Website link for details/policy| |---|---|---|---| |Related party transactions|Regulation 23 of SEBI Listing Regulations and as defined under the Act|There are no material related party transactions during the year under review that have conflict with the interest of the Company. Transactions entered into with related parties during FY2020 were in the ordinary course of business and at arms' length basis and were approved by the Audit Committee."
+"The Board's approved policy for related party transactions is uploaded on the website of the Company.|https://on.tcs.com/RPT| |Details of non - compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India ('SEBI') or any statutory authority on any matter related to capital markets during the last three financial years.|Schedule V (C) 10(b) to the SEBI Listing Regulations|Nil| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has this Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|https://on.tcs.com/WhistleBP| |Discretionary requirements|Schedule II Part E|- A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2019 was sent to every member in October 2019. - The auditors' report on financial statements of the Company are unqualified. - Internal auditors of the Company make quarterly presentations to the audit committee on their reports. | | # TCS Annual Report 2019-20 # Corporate Governance Report |Particulars|Regulations|Details|Website link for details/policy| |---|---|---|---| |Subsidiary companies|Regulation 24 of the SEBI Listing Regulations|The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.|https://on.tcs.com/Subsidiary| |Policy on Determination of Materiality for Disclosures|Regulation 30 of SEBI Listing Regulations|The Company has adopted this policy.|https://on.tcs.com/Material| |Policy on Archival and Preservation of Documents|Regulation 9 of SEBI Listing Regulations|The Company has adopted this policy.|https://on.tcs.com/Archival| |Reconciliation of Share Capital Audit Report|Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and SEBI Circular No D&CC / FITTC/ Cir- 16/2002 dated December 31, 2002.|A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.|https://www.tcs.com/corporate-governance| # TCS Annual Report 2019-20 # Corporate Governance Report |Particulars|Regulations|Details|Website link for details/policy| |---|---|---|---| |Code of Conduct|Regulation 17 of the SEBI Listing Regulations|The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2020. The Annual Report of the Company contains a certificate by the Chief Executive Officer and Managing Director, on the compliance declarations received from the members of the Board and Senior Management.|https://www.tcs.com/tata-code-of-conduct| |Dividend Distribution Policy|Regulation 43A of the SEBI Listing Regulations|A regular annual dividend generally consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.|https://on.tcs.com/Dividend| |Terms of Appointment of Independent Directors|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV of the Act|Terms and conditions of appointment / re-appointment of Independent Directors are available on the Company's website.|https://on.tcs.com/ApptID| |Familiarisation Program|Regulations 25(7) and 46 of SEBI Listing Regulations|Details of familiarisation program imparted to Independent Directors are available on the Company's website.|https://on.tcs.com/Familiarization| File: AR_TCS_2019_2020-1-314.md |Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018| |The details have been disclosed in the Business Responsibility Report forming part of the Annual Report.| | # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Statutory notices are published in The Free Press Journal, Business Standard and Navshakti. The Company also issues press releases from time to time."
+"Financial results, statutory notices, press releases and presentations made to the institutional investors/ analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. A Management Discussion and Analysis report is a part of this Annual Report. # IX. General shareholder information # i. Annual General Meeting for FY 2020 |Year ending|:|March 31| |---|---|---| |AGM in|:|June| |Dividend|:|The final dividend, if approved, shall be paid/credited on June 15, 2020| |Date of Book Closure / Record Date|:|As mentioned in the Notice of this AGM| |Listing on Stock Exchanges|:|National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex Bandra (East), Mumbai 400 051 BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001| |Stock Codes / Symbol| | | |Date|:|June 11, 2020| |NSE|:|TCS| |BSE|:|532540| |Time|:|3.30 p.m.| |Venue|:|The Company is conducting meeting through VC / OAVM pursuant to the MCA Circular dated May 5, 2020 and as such there is no requirement to have a venue for the AGM. For details please refer to the Notice of this AGM.| |Corporate Identity Number (CIN) of the Company|:|L22210MH1995PLC084781| As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM. # vii. Market Price Data: # viii. Performance of the share price of the Company in comparison to the BSE Sensex: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |Apr-2019|2,260.35|2,014.50|67,089,639|2,254.95|2,013.75|3,232,471| |May-2019|2,215.40|2,048.00|60,480,346|2,214.40|2,049.65|2,859,620| |Jun-2019|2,277.95|2,166.10|46,280,351|2,279.00|2,167.40|2,060,686| |Jul-2019|2,252.10|2,065.95|60,441,617|2,252.75|2,065.60|4,300,813| |Aug-2019|2,276.30|2,163.00|44,449,609|2,275.10|2,163.50|2,088,400| |Sep-2019|2,251.60|2,015.80|56,752,600|2,252.25|2,014.75|2,349,328| |Oct-2019|2,269.65|1,986.85|73,272,420|2,270.20|1,987.05|2,513,926| |Nov-2019|2,201.85|2,046.65|59,754,775|2,202.05|2,046.90|2,341,916| |Dec-2019|2,231.70|2,012.85|86,634,118|2,232.45|2,012.50|3,728,749| |Jan-2020|2,255.25|2,079.05|63,370,917|2,255.05|2,079.30|2,460,473| |Feb-2020|2,215.75|2,000.15|50,645,330|2,215.30|2,000.95|2,264,640| |Mar-2020|2,125.05|1,636.35|115,641,660|2,124.90|1,636.10|5,405,600| # ix. Registrars and Transfer Agents Name and Address: TSR DARASHAW CONSULTANTS PRIVATE LIMITED (formerly known as TSR Darashaw Limited*) 6, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011. Telephone: 022 6656 8484 Fax: 022 6656 8494 E-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com *Pursuant to the de-merger, the Registry business of TSR Darashaw Limited stands transferred to a new entity TSR Darashaw Consultants Private Limited (""TCPL"") with effect from May 28, 2019. # Places for acceptance of documents: Kolkata Documents will be accepted at the above address between 10.00 a.m. and 3.30 p.m. (Monday to Friday except bank holidays). For the convenience of the shareholders, documents will also be accepted at the following branches / agencies of TCPL: # a. Branches of TCPL: Bengaluru 503, Barton Centre, 5th Floor 84, Mahatma Gandhi Road Bengaluru 560 001 Telephone: 080 2532 0321 Fax: 080 2558 0019 E-mail: tsrdlbang@tsrdarashaw.com New Delhi 2/42, Ansari Road, 1st Floor Daryaganj, Sant Vihar New Delhi 110 002 Telephone: 011 2327 1805 Fax: 011 2327 1802 E-mail: tsrdldel@tsrdarashaw.com Jamshedpur 'E' Road, Northern Town Bistupur Jamshedpur 831 001 Telephone: 0657 2426616 Fax: 0657 2426937 E-mail: tsrdljsr@tsrdarashaw.com # b. Agent of TCPL: Shah Consultancy Services Limited 3, Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge Ahmedabad 380 006 Telefax: 079 2657 6038 E-mail: shahconsultancy8154@gmail.com # Share Transfer System: Tata Centre, 1st Floor 43, J. L. Nehru Road Kolkata 700 071 Telephone: 033 2288 3087 Fax: 033 2288 3062 E-mail: tsrdlcal@tsrdarashaw.com In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings. # xii. Shareholding as on March 31, 2020: # b. Categories of equity shareholding as on March 31, 2020: # a."
+"Distribution of equity shareholding as on March 31, 2020: |Category|Number of equity shares held|Percentage to capital|Number of accounts|Percentage to total accounts| |---|---|---|---|---| |Promoters|2,702,450,947|72.0| | | |Other Entities of the Promoter Group|1,091,053|-| | | |Mutual Funds and UTI|95,698,803|2.6| | | |Banks, Financial Institutions, States and Central Government|4,270,227|0.1| | | |Insurance Companies|200,941,420|5.4| | | |Foreign Institutional Investors and Foreign Portfolio Investors - Corporate|590,621,054|15.7| | | |NRI's / OCB's / Foreign Nationals|5,307,647|0.1| | | |Corporate Bodies / Trust|23,696,580|0.6| | | |Indian Public and Others|126,184,715|3.4| | | |Alternate Investment Fund|1,820,360|0.1| | | |IEPF account|301,900|-| | | |GRAND TOTAL|3,752,384,706|100.0|893,446|100.0| # c. Top ten equity shareholders of the Company as on March 31, 2020: # xiii. Dematerialization of shares and liquidity: |Sr. No.|Name of the shareholder*|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Private Limited|2,702,450,947|72.0| |2|Life Insurance Corporation of India|157,538,396|4.2| |3|Invesco Oppenheimer Developing Markets Fund|28,045,020|0.8| |4|SBI Mutual Fund|26,429,597|0.7| |5|Axis Mutual Fund Trustee Limited|16,609,800|0.4| |6|Government Of Singapore|16,012,250|0.4| |7|Vanguard Total International Stock Index Fund|15,772,829|0.4| |8|Vanguard Emerging Markets Stock Index Fund, A Series Of Vanguard International Equity Index Funds|13,199,846|0.4| |9|ICICI Prudential Life Insurance Company Limited|12,868,617|0.3| |10|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|12,257,728|0.3| * Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder. # xiv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on March 31, 2020, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments. # xv. Commodity price risk or foreign exchange risk and hedging activities: The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. # xvi. Equity shares in the suspense account: In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2019|26|1,640| |Shareholders who approached the Company for transfer of shares from suspense account during the year|-|-| |Shareholders to whom shares were transferred from the suspense account during the year|-|-| |Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act|-|-| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2020|26|1,640| The voting rights on the shares outstanding in the suspense account as on March 31, 2020 shall remain frozen till the rightful owner of such shares claims the shares. # xvii. Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund: Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (""IEPF Rules""), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends / shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website(https://on.tcs.com/FAQ18). In light of the aforesaid provisions, the Company has during the year under review, transferred to IEPF the unclaimed dividends, outstanding for 7 years, of the Company, erstwhile TCS e-Serve Limited and CMC Limited (since amalgamated with the Company). Further, shares of the Company, in respect of which dividend has not been claimed for 7 consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority."
+"# The details of unclaimed dividends and shares transferred to IEPF during FY 2020 # a. For shareholders of Tata Consultancy Service Limited (TCS): are as follows: |Financial Year|Amount of unclaimed dividend (` lakh)|Number of shares transferred|Date of declaration|Last date for claiming unpaid dividend| |---|---|---|---|---| |2011-12|173.5*|35,251|June 28, 2013|July 28, 2020| |2012-13|73.2|19,535|July 18, 2013|August 18, 2020| |2013-14| | |October 15, 2013|November 14, 2020| |2014-15| | |January 16, 2014|February 16, 2021| |2015-16| | |June 27, 2014|July 27, 2021| |2016-17| | |July 17, 2014|August 18, 2021| |TOTAL|246.7|54,786| | | *Includes final dividend of erstwhile TCS e-Serve Limited and erstwhile CMC Limited. The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so transferred. The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's Registrar and Transfer Agent: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2013-14|October 15, 2013|November 14, 2020| |2014-15|January 16, 2014|February 16, 2021| |2015-16|June 27, 2014|July 27, 2021| |2016-17|July 17, 2014|August 18, 2021| |2016-17|October 13, 2016|November 16, 2023| |2017-18|January 12, 2017|February 12, 2024| |2017-18|June 16, 2017|July 16, 2024| # TCS Annual Report 2019-20 # Corporate Governance Report # Financial Year |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2017-18|July 13, 2017|August 13, 2024| | |October 12, 2017|November 12, 2024| | |January 11, 2018|February 10, 2025| | |June 15, 2018|July 15, 2025| |2018-19|July 10, 2018|August 9, 2025| | |October 11, 2018|November 10, 2025| | |January 10, 2019|February 9, 2026| | |June 17, 2019|July 13, 2026| |2019-20|July 9, 2019|August 8, 2026| | |October 10, 2019|November 9, 2026| | |January 17, 2020|February 16, 2027| | |March 10, 2020|April 9, 2027| # For shareholders of erstwhile CMC Limited which has merged with the Company: # For shareholders of erstwhile TCS e-Serve Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2012-13|May 30, 2013|July 3, 2020| # Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa 403 526. # Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Telephone: 91 22 6778 9595 Designated e-mail address for Investor Services: investor.relations@tcs.com For queries on IEPF related matters: iepf.assist@tcs.com Website: www.tcs.com # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2020, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, Global Head - HR, Global Business Unit Heads, Global Head - Legal and the Company Secretary as on March 31, 2020. Rajesh Gopinathan Chief Executive Officer and Managing Director # PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2020, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company."
+"The compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the For Parikh & Associates Company Secretaries P N Parikh Partner FCS No: 327 CP No: 1228 Mumbai, April 16, 2020 UDIN: F000327B000161686 Mumbai, April 16, 2020 TCS Annual Report 2019-20 Corporate Governance Report I 160 # CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Year ending on March 31, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. |S.|Name of Director|DIN|Date of Appointment in Company *| |---|---|---|---| |1.|N Chandrasekaran|00121863|September 6, 2007| |2.|Rajesh Gopinathan|06365813|February 21, 2017| |3.|N Ganapathy Subramaniam|07006215|February 21, 2017| |4.|O P Bhatt|00548091|April 2, 2012| |5.|Aarthi Subramanian|07121802|March 12, 2015| |6.|Dr Pradeep Kumar Khosla|03611983|January 11, 2018| |7.|Hanne Sorensen|08035439|December 18, 2018| |8.|Keki Mistry|00008886|December 18, 2018| |9.|Don Callahan|08326836|January 10, 2019| *the date of appointment is as per the MCA Portal. For Parikh & Associates Company Secretaries P N Parikh Partner FCS No: 327 CP No: 1228 Mumbai, April 16, 2020 UDIN: F000327B000161686 # Leadership Awards and Accolades - Recognized as the fastest growing IT services brand of the decade, and one of the fastest growing IT services brands of 2019, by Brand Finance, in its 2020 Global 500 report released at the World Economic Forum in Davos, Switzerland. - Ranked #1 in Customer Satisfaction in the Whitelane Research 2019/2020 IT Sourcing Study, which surveyed more than 1,600 CxOs of the top IT spending organizations in Europe. TCS has been voted to this top spot by customers for the seventh consecutive year. - Won CNBC-TV18's 'Iconic Company of the Decade' award. Rajesh Gopinathan, CEO & MD, TCS, received the 'Outstanding Business Leader of the Year' award at the 15th edition of the India Business Leader Awards. - Ranked Overall Best Managed Company in Asia in the technology sector, in FinanceAsia's 2020 Asia's Best Companies survey of investors across the region. TCS also won five awards in the India rankings, including #1 ranking in Best Environmental Stewardship and Most Committed to Social Causes. - Voted the Overall Most Outstanding Company in India by investors across the region in Asiamoney's 2019 Asia's Outstanding Companies poll. Additionally, TCS was recognized as the most awarded company of the decade in India, for topping Asiamoney's investor polls most number of times over the last 10 years. - Won the 'Best Risk Management Framework & Systems - Business Continuity' Award presented by ICICI Lombard and CNBC-TV18 for the robust business continuity framework and systems implemented across the organization. - Won the ITSMA 2019 Marketing Excellence Diamond Award in the 'Building Reputation Through Brand and Differentiation' category. - Recognized as a Business Superbrand in the UK, fifth year in a row, for brand reputation, deep relationships with customers, thought leadership, and community initiatives. - Honored with the 2020 CIO 100 Award, for the large scale Agile and DevOps automation transformation implemented internally to enhance its business agility. - TCS LATAM was named the Nearshore Trendsetter of the Year at the 2019 Nexus Illuminate Awards. # Intellectual Property - Won the Intellectual Asset Management's Asia IP Elite award in the category 'Internet and Software Team of the Year' at the Intellectual Property Business Congress Asia 2019 in Tokyo. - Recognized with the Best Patents Portfolio Award in the Large (Engineering) Enterprises category at the event."
+"# TCS Annual Report 2019-20 # Awards and Accolades the Confederation of Indian Industry (CII) Industrial Intellectual Property Awards 2019. - Most Innovative Use of Emerging Digital Technology - Marathon City: Sprint to Win, an inclusive, 3D simulation IoT category for its Remote Monitoring and Predictive Maintenance solution, and in the 'Intelligent Enterprise Award for Most Innovative Application - Developed for Government' category for using TCS DigiFleet™ to transform public transportation in India. - Won the National Intellectual Property Award 2019 in the category 'Top Public Limited Company/Private Limited Company for Patents & Commercialization in India'. - Awarded the World Intellectual Property Organization's (WIPO's) IP Enterprise Trophy. - Recognized for its partnership and innovation with the Best Supplier Award - IT Operations and Projects for the year 2018 - 2019 by Infineon Technologies AG, a leader in semiconductor solutions. - TCS New York City Marathon App named the 'Best Sports Mobile Application' at the 2019 MobileWebAwards for excellence in mobile web development. - TCS' New York City Marathon App won Gold in the App of the Year category at the Best in Biz Awards 2019 International, as well as the MediaPost Appy Award in the 'Entertainment and Sports' category. - Digitate won the Best Overall AI Company of the Year award from AI Breakthrough, competing with 2,500 companies and startups in the AI sector from all over the world. - Digitate and ignio™ won four silver Stevies® at the 2019 International Business Awards, in the categories: Software Company of the Year, Most Innovative Tech Company of the Year and Fastest Growing Software Company of the Year. ignio™, won in the Software Defined Infrastructure product category. - TCS BaNCS™ Network Solution powered by Quartz™ Blockchain was named the Best Blockchain Breakthrough of the Year at the 2019 FTF News Technology Innovation Awards. - TCS' IoT solutions won two awards at ASSOCHAM's Emerging Digital Technologies Awards 2019, in the category Big Data and Analytics Innovation at an event organized by Channel Partner Insight. - TCS' cognitive automation software, ignio™, received the Artificial Intelligence Excellence Award in the Self-Awareness category, from the Business Intelligence Group. - Won the prestigious Red Dot: Best of the Best - Brands and Communications Design 2019 Award for its game. # People - Named as One of the Fortune Best Big Companies to Work For™ in 2020, for the strength of its management team, how the company embraces diversity as an asset, and the extent to which it helps to identify employee strengths and career growth opportunities. - Named in The Sunday Times list of Best Big Companies to Work For 2020 in the UK, for its outstanding. # TCS Annual Report 2019-20 # Awards and Accolades - Presented with Three Stevies® for Workforce Development and Community Initiatives in Canada - a Gold Stevie for Best CSR Strategy, a Silver Stevie for Best Learning and Development Strategy, and a Bronze Stevie for Achievement in Workforce Development and Learning. - Awarded the 2019 New Partner of the Year by Ivalua. - TCS' ECP Alpha Architecture implementation awarded the 'Architecture Excellence Award' by Cisco. - Won the Salesforce Partner Innovation Award in the category 'Fastest and Most Efficient Scaling'. - The SMU-TCS iCity Lab's SHINESeniors project won Constellation Research's 2019 SuperNova Award in the category AI & Augmented Humanity. - Recognized as a Global Top Employer for the fifth consecutive year by the Top Employers Institute for exceptional progressive workplace policies, culture, continued investments in its workforce, advanced digital up-skilling and local hiring practices. - In addition, TCS has been certified as the Number One Top Employer in Europe, MEA and APAC, and in 11 countries: Argentina, Australia, Belgium, Chile, Denmark, Germany, Hong Kong, Saudi Arabia, United Arab Emirates, the United Kingdom, and the United States. - Recognised in DiversityInc's Top 50 Companies for Diversity in America for its Investments and Efforts in Diversity and Inclusion, Leadership Accountability, Talent Programs, and Workplace Practices. - Won Community Business' 2019 D&I Pioneering Initiative Award for the Allies of Diversity Conclave. - Won the US Chamber of Commerce Foundation's 2019 Citizens Award in the category of Best Commitment to Education Program for the Ignite My Future in School (IMFIS) program. - Named America's Most Community-Minded Information Technology Company for the second consecutive year, in the 2019 Civic 50 by Points of Light, the world's largest organization dedicated to volunteer service. - Recognized by Adobe as the Customer Success Partner of the Year at Adobe's India Symposium 2019."
+"- Recognized for Excellence in Digital Transformation in the 2019 Pega Partner Awards, for developing and delivering digital process automation (DPA) solutions for clients within the financial services industry. - TCS Enterprise Cloud Platform won the Best Innovation Award in Australia at the 2018 Equinix Partner Awards. - TCS Colombia won 2019 Microsoft Partner of the Year for DevOps and Alliance Global SI in Colombia. - TCS was recognized as Oracle's HCM Cloud Partner of the Year for The Netherlands. # Independent Auditors' Report # To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") and its subsidiaries listed in Annexure I (Holding Company and its subsidiaries together referred to as ""the Group""), which comprise the consolidated balance sheet as at 31 March 2020, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ""the consolidated financial statements""). File: AR_TCS_2019_2020-1-314.md In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ('the Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2020, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI'), and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Act. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. TCS Annual Report 2019-20 Consolidated Financial Statements I 165 # Description of Key Audit Matters |Key audit matters|How our audit addressed the key audit matter| |---|---| |Revenue recognition - Fixed price contracts|- On selected specific/statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard - - Evaluated the identification of performance obligations and the ascribed transaction price; - Tested the Group's computation of the estimation of contract costs and onerous obligations, if any. We: | # Key audit matters # Evaluation of key tax matters The Group operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing and indirect tax matters. These involve significant judgment by the Group to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the consolidated financial statements. Refer Note 5(e) and Note 20 to the consolidated financial statements. # How our audit addressed the key audit matter Our audit procedures include the following substantive procedures: - Obtained an understanding of key tax matters; and - The audit team, along with our internal tax experts - # Adoption of Ind AS 116 Leases As described in Note 9 to the consolidated financial statements, the Group has adopted Ind AS 116 Leases (Ind AS 116) in the current year. The application and transition to this accounting standard is complex and is an area of focus in our audit since the Group has a large number of leases with different contractual terms."
+"# How our audit addressed the key audit matter Our audit procedures on adoption of Ind AS 116 include: - Assessed and tested new processes and controls in respect of the lease accounting standard (Ind AS 116); - On a statistical sample, we performed the following procedures: - - assessed the key terms and conditions of each lease with the underlying lease contracts; and - evaluated computation of lease liabilities and challenged the key estimates such as, discount rates and the lease term. Assessed and tested the presentation and disclosures relating to Ind AS 116 including, disclosures relating to transition. # Other Information profit/loss and other comprehensive income, consolidated intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so. The Holding Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual Report, but does not include the financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. # Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements The Holding Company's management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective management and Board of Directors of the entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the management and Board of Directors of the Holding Company, as aforesaid. The risk of not detecting a material misstatement to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group (Holding company and subsidiaries) to cease to continue as a going concern."
+"We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the entity has adequate internal financial controls system in place and the operating effectiveness of such controls. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors of the Holding Company. - Conclude on the appropriateness of management's and Board of Director's of the Holding Company use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to express a qualified opinion. - Obtain sufficient appropriate audit evidence regarding the financial information of such entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of the entities included in the consolidated financial statements. We remain solely responsible for our audit opinion. # Report on Other Legal and Regulatory Requirements A. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that: - a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books. c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2020 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiaries which are incorporated in India, as on 31 March 2020, none of the directors of the Group's companies incorporated in India is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls with reference to consolidated financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate report in 'Annexure A'. # B. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2020 on the consolidated financial position of the Group. Refer Note 20 to the consolidated financial statements. ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2020. iii."
+"There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India during the year ended 31 March 2020. # C. With respect to the matter to be included in the Auditors' report under Section 197(16) of the Act: In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Holding Company and its subsidiaries which are incorporated in India to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiaries which are incorporated in India, is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Partner Mumbai 16 April 2020 Membership No: 049265 UDIN: 20049265AAAAAL7719 # Annexure A to the Independent Auditors' Report on the and such internal financial controls were operating effectively as at 31 March 2020, based on the internal financial controls with reference to consolidated financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ""Guidance Note""). # Auditor's Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements were established and maintained and if such controls operated effectively in all material respects. # Management's Responsibility for Internal Financial Controls The respective company's management and the Board of Directors are responsible for establishing and maintaining internal financial controls with reference to consolidated financial statements based on the criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required. In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have adequate internal financial controls with reference to consolidated financial statements. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing... # TCS Annual Report 2019-20 # Consolidated Financial Statements The risk that a material weakness exists, and testing principles. A company's internal financial controls and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements. A company's internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Inherent Limitations of Internal Financial Controls with reference to Consolidated Financial Statements Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected."
+"Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 16 April 2020 Membership No: 049265 UDIN: 20049265AAAAAL7719 # Annexure I: List of entities consolidated |1|APTOnline Limited|17|TCS FNS Pty Limited| |---|---|---|---| |2|C-Edge Technologies Limited|18|TCS Foundation| |3|CMC Americas, Inc.|19|TCS Iberoamerica SA| |4|Diligenta Limited|20|PT Tata Consultancy Services Indonesia| |5|MahaOnline Limited|21|Tata Consultancy Services (China) Co., Ltd.| |6|MP Online Limited|22|Tata Consultancy Services (Philippines) Inc.| |7|Tata America International Corporation|23|Tata Consultancy Services (Thailand) Limited| |8|Tata Consultancy Services (Africa) (PTY) Ltd.|24|Tata Consultancy Services Japan, Ltd.| |9|Tata Consultancy Services Asia Pacific Pte Ltd.|25|Tata Consultancy Services Malaysia Sdn Bhd| |10|Tata Consultancy Services Belgium|26|TCS Italia s.r.l.| |11|Tata Consultancy Services Canada Inc.|27|Tata Consultancy Services (South Africa) (PTY) Ltd.| |12|Tata Consultancy Services Deutschland GmbH|28|TCS e-Serve America, Inc.| |13|Tata Consultancy Services Netherlands BV|29|Tata Consultancy Services Chile S.A.| |14|Tata Consultancy Services Qatar S.S.C.|30|TATASOLUTION CENTER S.A.| |15|Tata Consultancy Services Sverige AB|31|Technology Outsourcing S.A.C.| |16|TCS e-Serve International Limited|32|Tata Consultancy Services (Portugal) Unipessoal, Limitada| TCS Annual Report 2019-20 Consolidated Financial Statements I 173 # TCS Annual Report 2019-20 # Consolidated Financial Statements |33|TCS Financial Solutions Australia Pty Limited|44|Tata Consultancy Services Danmark ApS| |---|---|---|---| |34|TCS Financial Solutions Beijing Co., Ltd.|45|Tata Consultancy Services De Espana S.A.| |35|TCS Financial Solutions Australia Holdings Pty Limited|46|Tata Consultancy Services Luxembourg S.A.| |36|MGDC S.C.|47|Tata Consultancy Services Osterreich GmbH| |37|Tata Consultancy Services Argentina S.A.|48|Tata Consultancy Services Saudi Arabia| |38|Tata Consultancy Services De Mexico S.A., De C.V.|49|Tata Consultancy Services Switzerland Ltd.| |39|Tata Consultancy Services Do Brasil Ltda|50|Tata Sons & Consultancy Services Employees' Welfare Trust| |40|TCS Inversiones Chile Limitada|51|TCS e-Serve Limited - Employees' Welfare Trust| |41|Tata Consultancy Services France SA|52|TCS e-Serve International Limited - Employees' Welfare Benefit Trust| |42|TCS Uruguay S.A.|53|W12 Studios Limited| |43|TCS Solution Center S.A.|54|TCS Business Services GmbH| # Consolidated Balance Sheet | |Note|As at March 31, 2020|As at March 31, 2019| | | | | |---|---|---|---|---|---|---|---| |ASSETS| | | | | | | | |Non-current assets| | | | | | | | |Property, plant and equipment|10(a)|10,941|10,411| | | | | |Capital work-in-progress| |906|963| | | | | |Right-of-use assets|9|7,994|-| | | | | |Goodwill|10(b)|1,710|1,700| | | | | |Other intangible assets|10(c)|283|179| | | | | | | | |Financial assets| | | | | |Investments|8(a)|216|239| | | | | |Trade receivables|8(b)|74|95| | | | | |Unbilled receivables| |324|391| | | | | |Loans receivables|8(e)|29|60| | | | | |Other financial assets|8(f)|1,184|738| | | | | |Income tax assets (net)| |2,462|4,017| | | | | |Deferred tax assets (net)|17|2,828|2,656| | | | | |Other assets|10(d)|1,711|1,363| | | | | |Total non-current assets| |30,662|22,812| | | | | | | | |Current assets| | | | | | | | |Inventories|10(e)|5|10| | | | | |Investments|8(a)|26,140|29,091| | | | | |Trade receivables|8(b)|30,532|27,346| | | | | |Unbilled receivables| |5,732|5,157| | | | | |Cash and cash equivalents|8(c)|8,646|7,224| | |Other balances with banks| | | |8(d)|1,020|5,624| | | | | |Loans receivables|8(e)|8,475|8,029| | | | | |Other financial assets|8(f)|1,473|1,769| | | | | |Income tax assets (net)|8| |1,853| | | | | |Other assets|10(d)|8,206|6,028| | | | | |Total current assets| |90,237|92,131| | | | | |TOTAL ASSETS| |120,899|114,943| | | | | |EQUITY AND LIABILITIES| | | | | | | | |Equity| | | | | | | | |Share capital|8(l)|375|375| | | | | |Other equity|11|83,751|89,071| | | | | |Equity attributable to shareholders of the Company| |84,126|89,446| | | | | |Non-controlling interests| |623|453| | | | | |Total equity| |84,749|89,899| | # Consolidated Balance Sheet |Note|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Liabilities|Liabilities|Liabilities| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |Financial liabilities| | | |Lease liabilities|6,906|44| |Other financial liabilities|291|287| |Unearned and deferred revenue|697|844| |Employee benefit obligations|417|330| |Deferred tax liabilities (net)|779|1,042| |Other liabilities|-|413| |Total non-current liabilities|9,090|2,960| |Current liabilities|Current liabilities|Current liabilities| |Financial liabilities| | | |Lease liabilities|1,268|-| |Trade payables|6,740|6,292| |Other financial liabilities|6,100|4,903| |Unearned and deferred revenue|2,915|2,392| |Provisions|293|239| |Employee benefit obligations|2,749|2,356| |Income tax liabilities(net)|3,712|2,667| |Other liabilities|3,283|3,235| |Total current liabilities|27,060|22,084| |Total equity and liabilities|120,899|114,943| Mumbai, April 16, 2020 NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Chairman CEO and Managing Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 # Consolidated Statement of Profit and Loss | | |Note|Year ended March 31, 2020|Year ended March 31, 2019| | | | | |---|---|---|---|---|---|---|---|---| |Revenue| |156,949|146,463| | | | | | |Other income| |4,592|4,311| | | | | | |TOTAL INCOME| |161,541|150,774| | | | | | |Expenses| | | | | | | | | |Employee benefit expenses| |85,952|78,246| | | | | | |Cost of equipment and software licences| |1,905|2,270| | | | | | |Depreciation and amortisation expense| |3,529|2,056| | | | | | |Other expenses| |26,983|26,441| | | | | | |Finance costs| |924|198| | | | | | |TOTAL EXPENSES| |119,293|109,211| | | | | | |PROFIT BEFORE TAX| |42,248|41,563| | | | | | |Tax expense| | | | | | | | | |Current tax| |10,378|9,502| | | | | | |Deferred tax| |(577)|499| | | | | | |TOTAL TAX EXPENSE| |9,801|10,001| | | | | | |PROFIT FOR THE YEAR| |32,447|31,562| | | | | | |OTHER COMPREHENSIVE INCOME (OCI)| | | | | | | | | |Items that will not be reclassified subsequently to profit or loss| | | | | | | | | |Remeasurement of defined employee benefit plans| |(429)|(51)| | | | | | |Net change in fair values of investments in equity shares carried at fair value through OCI| |(20)|(1)| | | | | | |Income tax on items that will not be reclassified subsequently to profit or loss| |90|11| | | | | | |Items that will be reclassified subsequently to profit or loss| | | | | | | | | |Net change in fair values of investments other than equity shares carried at fair value through OCI| |958|425| | | | | | |Net change in intrinsic value of derivatives designated as cash flow hedges| |(94)|153| | | | | | | | | | |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)| |464|324| | | | | | |TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |32,911|31,886| | | | | | |Profit for the year attributable to:| | | | | | | | | |Shareholders of the Company| |32,340|31,472| | | | | | |Non-controlling interests| | |107|90| | | | | |Total comprehensive income for the year attributable to:| | | | | | | | | |Shareholders of the Company| |32,764|31,787| | | | | | |Non-controlling interests| | |147|99| | | | | |Earnings per equity share:- Basic and diluted (`)| |86.19|83.05| | | | | | |Weighted average number of equity shares| |375,23,84,706|378,97,49,350| | # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 Mumbai, April 16, 2020 # Consolidated Statement of Changes in Equity # A. EQUITY SHARE CAPITAL File: AR_TCS_2019_2020-1-314.md | |Balance as at April 1, 2018|Changes in equity share capital during the year*|Balance as at March 31, 2019| |---|---|---|---| | |191|184|375| | |Balance as at April 1, 2019|Changes in equity share capital during the year|Balance as at March 31, 2020| | |375|-|375| *Refer note 8(l). # B."
+"OTHER EQUITY | | | |Reserves and surplus| | | | | |Items of other comprehensive income| | | |Equity|Non-controlling interests|Total| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |Capital|Capital redemption reserve|General reserve|Special Economic Zone re-investment reserve|Retained earnings|Statutory reserve|Investment revaluation reserve|Cash flow hedging reserve|Foreign currency translation reserve|attributable to shareholders of the Company| | | | | | |Balance as at April 1, 2018|75|529|1,423| |1,578|79,755|258|(84)|(2)| |(69)|1,474|84,937|402|85,339| |Profit for the year|-|-|-|-| |31,472|-|-|-|-|-|31,472| |90|31,562| |Other comprehensive income / (losses)|-|-|-|-| |(41)|-|275|136| |39|(94)|315|9|324| |Total comprehensive income|-|-|-|-| |31,431|-|275|136| |39|(94)|31,787|99|31,886| |Dividend (including tax on dividend of `1,342 crore)|-|-|-|-| |(11,424)|-|-|-|-|-|(11,424)| |(48)|(11,472)| |Buy-back of equity shares1|-|8|-|-| |(16,000)|-|-|-|-|-| |(15,992)|-|(15,992)| |Expenses for buy-back of equity shares1|-|-|-|-| |(45)|-|-|-|-|-|(45)|-|(45)| | |Issue of bonus shares1|-|(106)|-|-| |(86)|-|-|-|-|-| |(192)|-|(192)| |Realised loss on equity shares carried at fair value through OCI|-|-|-|-| |(1)|-|1|-|-|-|-|-|-| | |Transfer to Special Economic Zone re-investment reserve|-|-|-| |2,750|(2,750)|-|-|-|-|-|-|-| | | |Transfer from Special Economic Zone re-investment reserve|-|-|-| |(3,334)|3,334|-|-|-|-|-|-|-| | | |Transfer to reserves|-|-|(1,396)|-| |1,306|90|-|-|-|-|-|-| | | |Balance as at March 31, 2019|75|431|27| |994|85,520|348|192|134| |(30)|1,380|89,071|453|89,524| TCS Annual Report 2019-20 Consolidated Financial Statements I 178 # Consolidated Statement of Changes in Equity |(` crore)|Reserves and surplus|Reserves and surplus|Reserves and surplus|Reserves and surplus|Reserves and surplus|Reserves and surplus|Reserves and surplus|Items of other comprehensive income|Items of other comprehensive income|Items of other comprehensive income|Equity|Non-controlling interests|Total equity| | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Capital reserve|Capital redemption reserve|General reserve|Special Economic Zone re-investment reserve|Retained earnings|Statutory reserve|Investment revaluation reserve|Cash flow hedging reserve|Foreign currency translation reserve|attributable to shareholders of the Company| | | | | |Balance as at April 1, 2019|75|431|27|994|85,520|348|192|134|(30)|1,380|89,071|453|89,524| |Transition impact of Ind AS 116, net of tax2|-|-|-|-|(357)|-|-|-|-|-|(357)|(2)|(359)| |Restated balance as at April 1, 2019|75|431|27|994|85,163|348|192|134|(30)|1,380|88,714|451|89,165| |Profit for the year|-|-|-|-|32,340|-|-|-|-|-|32,340|107|32,447| |Other comprehensive income / (losses)|-|-|-|-|(339)|-|604|(89)|(38)|286|424|40|464| |Total comprehensive income|-|-|-|-|32,001|-|604|(89)|(38)|286|32,764|147|32,911| |Dividend (including tax on dividend of `5,742 crore)|-|-|-|-|(37,634)|-|-|-|-|-|(37,634)|(68)|(37,702)| |Impact on purchase of non-controlling interests|-|-|-|-|(93)|-|-|-|-|-|(93)|93|-| |Transfer to Special Economic Zone re-investment reserve|-|-|-|2,947|(2,947)|-|-|-|-|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|-|(2,347)|2,347|-|-|-|-|-|-|-|-| |Transfer to reserves|-|-|-|-|(27)|27|-|-|-|-|-|-|-| |Balance as at March 31, 2020|75|431|27|1,594|78,810|375|796|45|(68)|1,666|83,751|623|84,374| 1 Refer note 8(l). 2 Refer note 9. Total equity (primarily retained earnings) includes `1,258 crore and `864 crore as at March 31, 2020 and 2019, respectively, pertaining to trusts and TCS Foundation held for specified purposes. TCS Annual Report 2019-20 Consolidated Financial Statements I 179 # Consolidated Statement of Changes in Equity # Nature and purpose of reserves other comprehensive income, items included in the reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # a. Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # b. Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # c. General reserve The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of profit and loss. # d. Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1) (ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # e. Statutory reserve Statutory reserves are created to adhere to requirements of applicable laws. # f. Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. # g. Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # h."
+"Foreign currency translation reserve The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran Chairman Rajesh Gopinathan CEO and Managing Director Keki M Mistry Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla Partner Membership No: 049265 Mumbai, April 16, 2020 TCS Annual Report 2019-20 Consolidated Financial Statements I 180 # Consolidated Statement of Cash Flows | |Year ended March 31, 2020|Year ended March 31, 2019|Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | | | |Profit for the year|32,447|31,562| | | |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | | | |Depreciation and amortisation expense|3,529|2,056| | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|144|187| | | |Tax expense|9,801|10,001| | | |Net gain on lease modification|(14)|-| | | |Unrealised foreign exchange (gain) / loss|(117)|7| | | |Net gain on disposal of property, plant and equipment|(46)|(84)| | | |Net gain on investments|(214)|(427)| | | |Interest income|(3,562)|(2,762)| | | |Dividend income|(10)|(18)| | | |Finance costs|924|198| | | |Operating profit before working capital changes|42,882|40,720| | | |Net change in| | | | | |Inventories|5|16| | | |Trade receivables|(3,295)|(2,883)| | | |Unbilled receivables|(508)|1,286| | | |Loans receivables and other financial assets|(2)|(499)| | | |Other assets|(3,492)|(3,687)| | | |Trade payables|446|1,496| | | |Unearned and deferred revenue|375|679| | | |Other financial liabilities|1,208|791| | | |Other liabilities and provisions|596|632| | | |Cash generated from operations|38,215|38,551| | | |Taxes paid (net of refunds)|(5,846)|(9,958)| | | |Net cash generated from operating activities|32,369|28,593| | | |CASH FLOWS FROM INVESTING ACTIVITIES| | | | | |Bank deposits placed|(7,663)|(6,029)| | | |Inter-corporate deposits placed|(14,905)|(13,724)| | | |Purchase of investments*|(80,002)|(96,751)| | | |Payment for purchase of property, plant and equipment|(2,538)|(2,053)| | | |Payment including advances for acquiring right-of-use assets|(519)| | | | |Payment for purchase of intangible assets|(192)|(178)| | | |Purchase of subsidiary, net of cash of NIL and `16 crore respectively|11,965|(50)| | | |Proceeds from bank deposits|2,715| | | | |Proceeds from inter-corporate deposits|14,432|10,797| | | |Proceeds from disposal / redemption of investments*|84,089|104,133| | | *Purchase of investments include `503 crore and `352 crore for the years ended March 31, 2020 and 2019, respectively, and proceeds from disposal / redemption of investments include `542 crore and `281 crore for the years ended March 31, 2020 and 2019, respectively, held by trusts and TCS Foundation held for specified purposes. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Chairman CEO and Managing Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 Mumbai, April 16, 2020 # Notes forming part of the Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively together with the employee welfare trusts referred to as ""the Group"") provide IT services, consulting and business solutions and have been partnering with many of the world's largest businesses in their transformation journeys for the last fifty years. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai 400001. As at March 31, 2020, Tata Sons Private Limited, the holding company owned 72.02% of the Company's equity share capital. The Board of Directors approved the consolidated financial statements for the year ended March 31, 2020 and authorised for issue on April 16, 2020. # 2) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time."
+"# 3) Basis of preparation These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method. The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the consolidated statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The significant accounting policies used in preparation of the consolidated financial statements have been discussed in the respective notes. # 4) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. # Notes forming part of the Consolidated Financial Statements The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate. All inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. When a foreign operation is disposed off in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI is reclassified to statement of profit and loss as part of the gain or loss on disposal. # 5) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires the management to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the consolidated financial statements and the reported amounts of income and expenses for the periods presented. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component."
+"Any consideration payable to the customer is adjusted to the transaction price. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. # Critical accounting estimates The Group uses the following critical accounting estimates in preparation of its consolidated financial statements: - Revenue recognition: The Group's contracts with customers could include promises to transfer multiple products and services to a customer. The Group assesses the products/services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. # Notes forming part of the Consolidated Financial Statements unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Group allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. # a. Revenue for fixed-price contracts Revenue is recognised using percentage-of-completion method. The Group uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of the completion of the performance obligation. # b. Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # c. Impairment of goodwill The Group estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used for the CGU's represent the weighted average cost of capital based on the historical market returns of comparable companies. # d. Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # e. Provision for income tax and deferred tax assets The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax. # Notes forming part of the Consolidated Financial Statements losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # g. Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Group to use assumptions. These assumptions have been explained under employee benefits note. # f. Provisions and contingent liabilities The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting date and are adjusted to reflect the current best estimates. The Group uses significant judgement to disclose contingent liabilities."
+"Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements. # h. Leases The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. # 6) Recent Indian Accounting Standards (Ind AS) Ministry of Corporate Affairs (""MCA"") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020. # 7) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the consolidated statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised. # Notes forming part of the Consolidated Financial Statements as goodwill. Where the fair value of identifiable liabilities (other than financial assets and financial liabilities at fair value through profit or loss) exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity. The Company acquired W12 Studios Limited, an award-winning digital design studio based in London on October 31, 2018. The Company paid ₹66 crore (GBP 7 million) to acquire 100% equity shares of W12 Studios Limited. # Purchase consideration paid for this acquisition | |Cash and cash equivalents|16| |---|---|---| |Net assets acquired, at fair value other than cash and cash equivalents| |8| | |Intangible assets|28| | |Goodwill|14| |Total|Total|66| | The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. # Revenues and net profit of the acquiree included in the consolidated financial statements and proforma revenue and net profit information as at the beginning of April 1, 2018 have not been presented because the amounts are immaterial. # Cash and cash equivalents The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held."
+"# Notes forming part of the Consolidated Financial Statements within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue cost. # Derivative accounting The hedge instruments are designated and documented as hedges at the inception of the contract. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in other comprehensive income and accumulated under the heading cash flow hedging reserve. The Group separates the intrinsic value and time value of an option and designates as # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. File: AR_TCS_2019_2020-1-314.md The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss. TCS Annual Report 2019-20 Consolidated Financial Statements I 187 # Notes forming part of the Consolidated Financial Statements Hedging instruments only the change in gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. The Group recognises lifetime expected losses for all contract assets and/or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # Instruments not in hedging relationship The Group enters into the contracts that are effective as hedges from an economic perspective but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of Financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through."
+"# Notes forming part of the Consolidated Financial Statements # (a) Investments # Investments consist of the following: # Investments - Non-current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Investments designated at fair value through OCI| | | |Fully paid equity shares (unquoted)| | | |Mozido LLC|75|69| |FCM LLC|55|52| |Taj Air Limited|19|19| |Philippine Dealing System Holdings Corporation|7|6| |Less: Impairment in value of investments|(114)|(88)| |Investments carried at amortised cost| | | |Government bonds and securities (quoted)|164|165| |Corporate bonds (quoted)|10|16| | |216|239| Investments - Non-current includes `174 crore and `181 crore as at March 31, 2020 and 2019, respectively, pertaining to trusts held for specified purposes. # Investments - current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|1,692|3,745| |Mutual fund units (unquoted)|-|63| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|24,290|23,566| |Corporate bonds (quoted)|132|1,206| |Investments carried at amortised cost| | | |Certificate of deposits (quoted)|-|490| |Corporate bonds (quoted)|26|21| | |26,140|29,091| Investments - Current includes `95 crore and `121 crore as at March 31, 2020 and 2019, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Aggregate value of quoted and unquoted investments is as follows: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Aggregate value of quoted investments|26,314|29,209| |Aggregate value of unquoted investments (net of impairment)|42|121| |Aggregate market value of quoted investments|26,336|29,222| |Aggregate value of impairment of investments|114|88| TCS Annual Report 2019-20 Consolidated Financial Statements I 189 # Notes forming part of the Consolidated Financial Statements # Market value of quoted investments carried at amortised cost is as follows: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Government bonds and securities|186|177| |Certificate of deposits|-|491| |Corporate bonds|36|36| # In numbers | |Currency|Face value per share|Investments|As at March 31, 2020|As at March 31, 2019| |---|---|---|---|---|---| | |USD|1|Mozido LLC|75|69| | |USD|5,00,000|FCM LLC|55|52| | |INR|10|Taj Air Limited|19|19| | |PHP|100|Philippine Dealing System Holdings Corporation|7|6| |Less: Impairment in value of investments| | | |(114)|(88)| | | | | |42|58| # The movement in fair value of investments carried / designated at fair value through OCI is as follows: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Balance at the beginning of the year|192|(84)| |Net loss arising on revaluation of financial assets carried at fair value|(20)|(1)| |Net cumulative loss reclassified to retained earnings on sale of financial assets carried at fair value|-|1| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|972|425| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(340)|(149)| |Net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|(14)|-| |Deferred tax relating to net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|6|-| |Balance at the end of the year|796|192| # Notes forming part of the Consolidated Financial Statements # (b) Trade receivables Trade receivables (unsecured) consist of the following: # Trade receivables - Non-current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Trade receivables|656|569| |Less: Allowance for doubtful trade receivables|(582)|(474)| |Considered good|74|95| # Trade receivables - Current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Trade receivables|30,747|27,629| |Less: Allowance for doubtful trade receivables|(306)|(340)| |Considered good|30,441|27,289| |Trade receivables|340|263| |Less: Allowance for doubtful trade receivables|(249)|(206)| |Credit impaired|91|57| | |30,532|27,346| # (c) Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Balances with banks| | | |In current accounts|8,237|6,463| |In deposit accounts|405|733| |Cheques on hand|1|2| |Cash on hand|1|19| |Remittances in transit|2|7| | |8,646|7,224| Balances with banks in current accounts include `4 crore and `5 crore as at March 31, 2020 and 2019, respectively, pertaining to trusts held for specified purposes. # (d) Other balances with banks Other balances with banks consist of the following: # | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Earmarked balances with banks|215|196| |Short-term bank deposits|805|5,428| | |1,020|5,624| Earmarked balances with banks primarily relates to margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends."
+"# Notes forming part of the Consolidated Financial Statements # (e) Loans receivables Loans receivables (unsecured) consist of the following: # Loans receivables - Non-current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Considered good| | | |Inter-corporate deposits|27|58| |Loans and advances to employees|2|2| | |29|60| # Loans receivables - Current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Considered good| | | |Inter-corporate deposits|8,171|7,667| |Loans and advances to employees|304|362| |Credit impaired| | | |Loans and advances to employees|15|63| |Less: Allowance on loans and advances to employees|(15)|(63)| | |8,475|8,029| # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Security deposits|824|737| |Earmarked balances with banks|1|1| |Long-term bank deposits|348|-| |Others|11|-| | |1,184|1,184| # Other financial assets - Current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Security deposits|170|154| |Fair value of foreign exchange derivative assets|425|585| |Interest receivable|744|834| |Others|134|196| | |1,473|1,473| Interest receivable includes `43 crore and `46 crore as at March 31, 2020 and 2019, respectively, pertaining to trusts and TCS Foundation. # Notes forming part of the Consolidated Financial Statements # (g) Other financial liabilities Other financial liabilities consist of the following: # Other financial liabilities - Non-current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Capital creditors|3|3| |Others|288|284| | |291|287| Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2020 and 2019, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by the tax authorities, is payable to the seller. # Other financial liabilities - Current | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Accrued payroll|3,907|3,203| |Current maturities of finance lease obligations|-|18| |Unclaimed dividends|53|41| |Fair value of foreign exchange derivative liabilities|693|60| |Capital creditors|502|303| |Liabilities towards customer contracts|807|895| |Others|138|383| | |6,100|4,903| # (h) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2020 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total| |---|---|---|---|---|---|---| |Financial assets|Cash and cash equivalents|-|-|-|8,646|8,646| |Bank deposits|-|-|-|-|1,153|1,153| |Earmarked balances with banks|-|-|-|-|216|216| |Investments|1,692|24,464|-|-|200|26,356| |Trade receivables|-|-|-|-|30,606|30,606| |Unbilled receivables|-|-|-|-|6,056|6,056| |Loans receivables|-|-|-|-|8,504|8,504| |Other financial assets|-|-|146|279|1,883|2,308| |Total|1,692|24,464|146|279|57,264|83,845| # Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total| |---|---|---|---|---|---|---| |Trade payables|-|-|-|-|6,740|6,740| |Lease liabilities|-|-|-|-|8,174|8,174| |Other financial liabilities|-|-|34|659|5,698|6,391| |Total|-|-|34|659|20,612|21,305| In the previous year, 'Others' include a liability accrued towards exercise of put / call option for acquisition by TCS Annual Report 2019-20. # Notes forming part of the Consolidated Financial Statements The carrying value of financial instruments by categories as at March 31, 2019 is as follows: # (i) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. |Financial assets|Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total| |---|---|---|---|---|---|---| |Cash and cash equivalents|-|-|-|-|7,224|7,224| |Bank deposits|-|-|-|-|5,428|5,428| |Earmarked balances with banks|-|-|-|-|197|197| |Investments|3,808|24,830|-|-|692|29,330| |Trade receivables|-|-|-|-|27,441|27,441| |Unbilled receivables|-|-|-|-|5,548|5,548| |Loans receivables|-|-|-|-|8,089|8,089| |Other financial assets|-|-|237|348|1,921|2,506| |Total|3,808|24,830|237|348|56,540|85,763| # Financial liabilities |Financial liabilities|Fair value through profit or loss|Fair value through other comprehensive income|Derivative financial liabilities|Amortised cost|Total| |---|---|---|---|---|---| |Trade payables|-|-|-|6,292|6,292| |Lease liabilities|-|-|-|44|44| |Other financial liabilities|218|-|-|4,912|5,190| |Total|218|-|-|11,248|11,526| Loans receivables include inter-corporate deposits of `7,725 crore, with original maturity period within 50 months. Carrying amounts of cash and cash equivalents, trade receivables, unbilled receivables, loans receivables and trade payables as at March 31, 2020 and 2019, approximate the fair value."
+"Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities subsequently measured at amortised cost is not significant in each of the years presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `222 crore and `704 crore as at March 31, 2020 and 2019, respectively. # As at March 31, 2020 |Financial assets|Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Mutual fund units|1,692|-|-|1,692| |Equity shares|-|-|42|42| |Government bonds and securities|24,476|-|-|24,476| |Corporate bonds|168|-|-|168| |Derivative financial assets|-|425|-|425| |Total|26,336|425|42|26,803| # Financial liabilities |Financial liabilities|Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Derivative financial liabilities|-|693|-|693| |Total|-|693|-|693| # Notes forming part of the Consolidated Financial Statements | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Financial assets|3,745|63|-|3,808| |Mutual fund units|-|-|58|58| |Government bonds and securities|23,743|-|-|23,743| |Certificate of deposits|491|-|-|491| |Corporate bonds|1,243|-|-|1,243| |Derivative financial assets|-|585|-|585| |Total|29,222|648|58|29,928| | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Financial liabilities|-|60|-|60| |Derivative financial liabilities|-|-|218|218| |Total|-|60|218|278| # Reconciliation of Level 3 fair value measurement of financial assets is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Balance at the beginning of the year|58|58| |Disposals during the year|-|(3)| |Impairment in value of investments|(20)|-| |Translation exchange difference|4|3| |Balance at the end of the year|42|58| # Reconciliation of Level 3 fair value measurement of financial liabilities is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Balance at the beginning of the year|218|203| |Additions during the year|-|13| |Repayment during the year|(227)|-| |Translation exchange difference|9|2| |Balance at the end of the year|-|218| # (j) Derivative financial instruments and hedging activity The Group's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Board of Directors have constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Group which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Group uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. # Notes forming part of the Consolidated Financial Statements The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount of contracts (In million)|Fair value (` crore)|No. of contracts|Notional amount of contracts (In million)|Fair value (` crore)| |---|---|---|---|---|---|---| |US Dollar|55|1,420|20|28|1,000|128| |Great Britain Pound|71|384|59|24|177|23| |Euro|38|363|(31)|33|239|50| |Australian Dollar|26|192|48|26|181|22| |Canadian Dollar|19|104|16|21|99|14| The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2020| |Year ended March 31, 2019| | |---|---|---|---|---| | |Intrinsic value|Time value|Intrinsic value|Time value| |Balance at the beginning of the year|134|(30)|(2)|(69)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(449)|513|(488)|458| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|54|(38)|94|(25)| |Change in the fair value of effective portion of cash flow hedges|355|(565)|641|(414)| |Deferred tax on fair value of effective portion of cash flow hedges|(49)|52|(111)|20| |Balance at the end of the year|45|(68)|134|(30)| The Group has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2020 and 2019, the notional amount of outstanding contracts aggregated to `40,298 crore and `34,939 crore, respectively and the respective fair value of these contracts have a net loss of `380 crore and net gain of `288 crore. Exchange loss of `461 crore and exchange gain of `408 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the consolidated statement of profit and loss for the years ended March 31, 2020 and 2019, respectively. Net foreign exchange gains include loss of `64 crore and gain of `30 crore transferred from cash flow hedging reserve for the years ended March 31, 2020 and 2019, respectively. Net loss on derivative instruments of `23 crore recognised in cash flow hedging reserve as at March 31, 2020, is expected to be transferred to the statement of profit and loss by March 31, 2021. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2020."
+"Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |10% Appreciation of the underlying foreign currencies|(407)|(64)| |10% Depreciation of the underlying foreign currencies|1,261|1,370| # Notes forming part of the Consolidated Financial Statements # (k) Financial risk management The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk. # Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the consolidated statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 8(j). # Unhedged foreign currency exposure as at March 31, 2020: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,140|239|82|1,145| |Net financial liabilities|(3,257)|(325)|(160)|(249)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `39 crore for the year ended March 31, 2020. # Notes forming part of the Consolidated Financial Statements The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2019: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,519|321|500|1,285| |Net financial liabilities|(82)|-|(10)|(308)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in decrease / increase in the Group's profit before taxes by approximately `423 crore for the year ended March 31, 2019. # Impact of COVID-19 (Global pandemic) The Group basis their assessment believes that the probability of the occurrence of their forecasted transactions is not impacted by COVID-19 pandemic. The Group has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness. The Group continues to believe that there is no impact on effectiveness of its hedges. # Interest rate risk The Group's investments are primarily in fixed rate interest bearing investments. Hence, the Group is not significantly exposed to interest rate risk."
+"# Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled receivables, loan receivables, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `8,198 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of `1,135 crore held with two Indian banks having high credit rating which are individually in excess of 10% or more of the Group's total bank deposits as at year ended March 31, 2020. None of the other financial instruments of the Group result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `88,291 crore and `89,172 crore as at March 31, 2020 and 2019, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables, unbilled receivables, loan receivables, contract assets and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables, unbilled receivables and contract assets as at March 31, 2020 and 2019. TCS Annual Report 2019-20 Consolidated Financial Statements I 198 # Notes forming part of the Consolidated Financial Statements # Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances), unbilled receivables and contract assets is as follows: | |As at March 31, 2020| |As at March 31, 2019| | |---|---|---|---|---| |Geography|Gross%|Net%|Gross%|Net%| |United States of America|44.94|45.66|45.95|46.67| |India|11.56|10.01|11.83|10.37| |United Kingdom|14.74|15.02|14.12|14.30| Geographical concentration of trade receivables, unbilled receivables and contract assets is allocated based on the location of the customers. The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2020 and 2019 was `133 crore and `187 crore respectively. The reconciliation of allowance for doubtful trade receivables is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Balance at the beginning of the year|1,020|831| |Change during the year|133|187| |Bad debts written off|(43)|(9)| |Translation exchange difference|27|11| |Balance at the end of the year|1,137|1,020| # Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. The tables below provide details regarding the contractual maturities of significant financial liabilities as of: | |March 31, 2020|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---|---| |Non-derivative financial liabilities| |6,740|-|-|-|6,740| |Lease liabilities| |1,722|1,514|3,517|4,034|10,787| |Other financial liabilities| |5,407|12|279|-|5,698| |Total| |13,869|1,526|3,796|4,034|23,225| |Derivative financial liabilities| |693|-|-|-|693| |Total| |14,562|1,526|3,796|4,034|23,918| # Notes forming part of the Consolidated Financial Statements | |March 31, 2019|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---|---| |Non-derivative financial liabilities|Trade payables|6,292|-|-|-|6,292| | |Lease liabilities|-|18|37|-|55| | |Other financial liabilities|4,843|12|227|48|5,130| | | |11,135|30|264|48|11,477| |Derivative financial liabilities|60|-|-|-|60| | |Total|11,195|30|264|48|11,537| | # Other risk - Impact of COVID-19 Financial assets carried at fair value as at March 31, 2020 is `26,581 crore and financial assets are carried at amortised cost as at March 31, 2020 is `57,264 crore. A significant part of the financial assets are classified as Level 1 having fair value of `26,336 crore as at March 31, 2020. The fair value of these assets is marked to an active market which factors the uncertainties arising out of COVID-19. The financial assets carried at fair value by the Group are mainly investments in liquid debt securities and accordingly, any material volatility is not expected. File: AR_TCS_2019_2020-1-314.md Financial assets of `10,015 crore as at March 31, 2020 carried at amortised cost is in the form of cash and cash equivalents, bank deposits and earmarked balances with banks where the Group has assessed the counterparty credit risk."
+"Trade receivables of `30,606 crore as at March 31, 2020 forms a significant part of the financial assets carried at amortised cost which is valued considering provision for allowance using expected credit loss method. In addition to the historical pattern of credit loss, we have considered the likelihood of increased credit risk and consequential default considering emerging situations due to COVID-19. This assessment is not based on any mathematical model but an assessment considering the nature of verticals, impact immediately seen in the demand outlook of these verticals and the financial strength of the customers in respect of whom amounts are receivable. The Group has specifically evaluated the potential impact with respect to customers in Retail, Travel, Transportation and Hospitality, Manufacturing and Energy verticals which could have an immediate impact and the rest which could have an impact with a lag. The Group closely monitors its customers who are going through financial stress and assesses actions such as change in payment terms, discounting of receivables with institutions on no-recourse basis, recognition of revenue on collection basis etc., depending on severity of each case. The same assessment is done in respect of unbilled receivables and contract assets of `10,545 crore as at March 31, 2020 while arriving at the level of provision that is required. Basis this assessment, the allowance for doubtful trade receivables of `1,137 crore as at March 31, 2020 is considered adequate. TCS Annual Report 2019-20 Consolidated Financial Statements I 200 # Notes forming part of the Consolidated Financial Statements # (l) Equity instruments In the previous year, the Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share in the previous year. The equity shares bought back were extinguished on September 26, 2018. # I. Reconciliation of number of shares | | | | |As at March 31, 2020| |As at March 31, 2019| | |---|---|---|---|---|---|---|---| |Number of shares| | | | |Amount|Number of shares|Amount| |Equity shares| | |Opening balance|375,23,84,706|375|191,42,87,591|191| | | | |Issued during the year|-|-|191,42,87,591|192| | |Shares extinguished on buy-back| | |-|-|(7,61,90,476)|(8)| | | | |Closing balance|375,23,84,706|375|375,23,84,706|375| # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # Notes forming part of the Consolidated Financial Statements # III. Shares held by Holding company, its Subsidiaries and Associates |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Equity shares| | | |Holding company|270|270| |270,24,50,947 equity shares (March 31, 2019: 270,24,50,947 equity shares) are held by Tata Sons Private Limited| | | |Subsidiaries and Associates of Holding company| | | |7,220 equity shares (March 31, 2019: 7,220 equity shares) are held by Tata Industries Limited*|-|-| |10,36,269 equity shares (March 31, 2019: 10,36,269 equity shares) are held by Tata Investment Corporation Limited*|-|-| |46,798 equity shares (March 31, 2019: 46,798 equity shares) are held by Tata Steel Limited*|-|-| |766 equity shares (March 31, 2019: 766 equity shares) are held by The Tata Power Company Limited*|-|-| | |270|270| *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|270,24,50,947| |% of shareholding| |72.02%| # V. Equity shares movement during 5 years preceding March 31, 2020 - Equity shares issue as bonus: The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot."
+"- Equity shares extinguished on buy-back: The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. - 5,61,40,350 equity shares of `1 each were extinguished on buy-back by the Company pursuant to a Letter of Offer made to all eligible shareholders of the Company at `2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # Notes forming part of the Consolidated Financial Statements Equity shares allotted as fully paid-up including equity shares fully paid pursuant to contract without payment being received in cash: 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. # 9) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. # Group as a lessee The Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. For leases with reasonably similar characteristics, the Group, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Group recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the re-measurement in statement of profit and loss."
+"The Group has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Notes forming part of the Consolidated Financial Statements # Group as a lessor At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Group is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Group applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract. # Transition to Ind AS 116 Ministry of Corporate Affairs (""MCA"") through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 Leases which replaces the existing lease standard, Ind AS 17 Leases and other interpretations. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees. The Group has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and applied the standard to its leases, retrospectively, with the cumulative effect of initially applying the standard, recognised on the date of initial application (April 1, 2019). Accordingly, the Group has not restated comparative information, instead, the cumulative effect of initially applying this standard has been recognised as an adjustment to the opening balance of retained earnings as on April 1, 2019. Refer note 2(h) - Significant accounting policies - Leases in the Annual report of the Group for the year ended March 31, 2019, for the policy as per Ind AS 17. # Group as a lessee # Operating leases For transition, the Group has elected not to apply the requirements of Ind AS 116 to leases which are expiring within 12 months from the date of transition by class of asset and leases for which the underlying asset is of low value on a lease-by-lease basis. The Group has also used the practical expedient provided by the standard when applying Ind AS 116 to leases previously classified as operating leases under Ind AS 17 and therefore, has not reassessed whether a contract, is or contains a lease, at the date of initial application, relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately before the date of initial application as an alternative to performing an impairment review, excluded initial direct costs from measuring the right-of-use asset at the date of initial application and used hindsight when determining the lease term if the contract contains options to extend or terminate the lease. The Group has used a single discount rate to a portfolio of leases with similar characteristics. On transition, the Group recognised a lease liability measured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carrying amount as if the standard had been applied since the commencement of the lease, but discounted using the lessee's incremental borrowing rate as at April 1, 2019. Accordingly, a right-of-use asset of `6,360 crore and lease liability of `6,831 crore has been recognised. The cumulative effect on transition in retained earnings net of taxes is `359 crore (including the deferred tax of `170 crore). The principal portion of the lease payments have been disclosed under cash flow from financing activities. The lease payments for operating leases as per Ind AS 17 - Leases, were earlier reported under cash flow from operating activities."
+"The weighted average incremental TCS Annual Report 2019-20 Consolidated Financial Statements I 204 # Notes forming part of the Consolidated Financial Statements A borrowing rate of 6.78% has been applied to lease liabilities recognised in the balance sheet at the date of initial application. On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-of-use asset, and finance cost for interest accrued on lease liability. The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance leases reported as at March 31, 2019 compared to the lease liability as accounted as at April 1, 2019 is primarily due to inclusion of present value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease liabilities as per the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Group has chosen to apply the practical expedient as per the standard. # Finance lease The Group has leases that were classified as finance leases applying Ind AS 17. For such leases, the carrying amount of the right-of-use asset and the lease liability at the date of initial application of Ind AS 116 is the carrying amount of the lease asset and lease liability on the transition date as measured applying Ind AS 17. Accordingly, an amount of `31 crore has been reclassified from property, plant and equipment to right-of-use assets. An amount of `18 crore has been reclassified from other current financial liabilities to lease liability - current and an amount of `44 crore has been reclassified from borrowings - non-current to lease liability - non-current. # Group as a lessor The Group is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor, except for a sub-lease. The Group accounted for its leases in accordance with Ind AS 116 from the date of initial application. The Group does not have any significant impact on account of sub-lease on the application of this standard. # The details of the right-of-use asset held by the Group is as follows: | |Additions for year ended March 31, 2020|Net carrying amount as at March 31, 2020| |---|---|---| |Leasehold land|474|690| |Buildings|2,443|7,218| |Leasehold improvements|15|46| |Computer equipment|7|13| |Vehicles|5|16| |Office equipment|7|11| |Total|2,951|7,994| # Depreciation on right-of-use asset is as follows: | |Year ended March 31, 2020| |---|---| |Leasehold land|4| |Buildings|1,225| |Leasehold improvements|10| |Computer equipment|17| |Vehicles|10| |Office equipment|2| |Total|1,268| Interest on lease liabilities is `492 crore for the year ended on March 31, 2020. # Notes forming part of the Consolidated Financial Statements The Group incurred `392 crore for the year ended March 31, 2020 towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `2,465 crore for the year ended March 31, 2020, including cash outflow of short-term leases and leases of low-value assets. The Group has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods as at March 31, 2020 is `457 crore. Lease contracts entered by the Group majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Group does not have any lease restrictions and commitment towards variable rent as per the contract. # Impact of COVID-19 The Group does not foresee any large-scale contraction in demand which could result in significant down-sizing of its employee base rendering the physical infrastructure redundant. The leases that the Group has entered with lessors towards properties used as delivery centers / sales offices are long term in nature and no changes in terms of those leases are expected due to the COVID-19. # 10) Non-financial assets and liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis."
+"The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # Notes forming part of the Consolidated Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2019|345|7,429|2,403|552|7,687|39|2,377|1,935|1,755|24,522| |Transition impact of Ind AS 116 (Refer note 9)|-|-|(106)|-|(130)|-|(5)|-|(2)|(243)| |Restated cost as at April 1, 2019|345|7,429|2,297|552|7,557|39|2,372|1,935|1,753|24,279| |Additions|-|290|302|134|1,620|5|223|119|165|2,858| |Disposals|-|(7)|(185)|-|(379)|(2)|(90)|(19)|(51)|(733)| |Translation exchange difference|2|7|13|(5)|(4)|-|4|4|19|40| |Cost as at March 31, 2020|347|7,719|2,427|681|8,794|42|2,509|2,039|1,886|26,444| |Accumulated depreciation as at April 1, 2019|-|(2,187)|(1,396)|(172)|(5,906)|(31)|(1,921)|(1,132)|(1,366)|(14,111)| |Transition impact of Ind AS 116 (Refer note 9)|-|-|60|-|129|-|4|-|1|194| |Restated accumulated depreciation as at April 1, 2019|-|(2,187)|(1,336)|(172)|(5,777)|(31)|(1,917)|(1,132)|(1,365)|(13,917)| |Depreciation for the year|-|(379)|(191)|(60)|(998)|(5)|(232)|(147)|(160)|(2,172)| |Disposals|-|6|99|-|357|2|85|18|51|618| |Translation exchange difference|-|(3)|(13)|4|4|-|(4)|(5)|(15)|(32)| |Accumulated depreciation as at March 31, 2020|-|(2,563)|(1,441)|(228)|(6,414)|(34)|(2,068)|(1,266)|(1,489)|(15,503)| |Net carrying amount as at March 31, 2020|347|5,156|986|453|2,380|8|441|773|397|10,941| # Notes forming part of the Consolidated Financial Statements |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2018|348|7,102|2,257|501|6,786|34|2,221|1,831|1,640|22,720| |Additions|(4)|335|236|56|1,120|7|200|130|150|2,230| |Disposals|-|(13)|(95)|(3)|(194)|(2)|(46)|(30)|(45)|(428)| |Translation exchange difference|1|5|5|(2)|(25)|-|2|4|10|-| |Cost as at March 31, 2019|345|7,429|2,403|552|7,687|39|2,377|1,935|1,755|24,522| |Accumulated depreciation as at April 1, 2018|-|(1,821)|(1,283)|(122)|(5,292)|(28)|(1,720)|(1,004)|(1,234)|(12,504)| |Depreciation for the year|-|(374)|(205)|(54)|(820)|(4)|(245)|(147)|(168)|(2,017)| |Disposals|-|10|94|2|194|1|46|23|43|413| |Translation exchange difference|-|(2)|(2)|2|12|-|(2)|(4)|(7)|(3)| |Accumulated depreciation as at March 31, 2019|-|(2,187)|(1,396)|(172)|(5,906)|(31)|(1,921)|(1,132)|(1,366)|(14,111)| |Net carrying amount as at March 31, 2019|345|5,242|1,007|380|1,781|8|456|803|389|10,411| TCS Annual Report 2019-20 Consolidated Financial Statements I 208 # Notes forming part of the Consolidated Financial Statements # Net carrying amount of property, plant and equipment under finance lease arrangements are as follows: | |(` crore)| |---|---| |As at March 31, 2019| | |Leasehold improvements|27| |Computer equipment|2| |Office equipment|1| |Furniture and fixtures|1| |Leased assets|31| # (b) Goodwill Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. The financial projections basis which the future cash flows have been estimated consider the increase in economic uncertainties due to COVID-19, reassessment of the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis of the carrying amount of each asset in the unit. # Goodwill consist of the following: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Balance at the beginning of the year|1,700|1,745| |Additional amount recognised from business combination during the year|-|14| |Translation exchange difference|10|(59)| |Balance at the end of the year|1,710|1,700| Goodwill of `636 crore and `594 crore as at March 31, 2020 and 2019, respectively, has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 9.30%."
+"An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. The remaining amount of goodwill of `1,074 crore and `1,106 crore as at March 31, 2020 and 2019, respectively, (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts. # (c) Other intangible assets Intangible assets purchased including acquired in business combination, are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. TCS Annual Report 2019-20 Consolidated Financial Statements I 209 # Notes forming part of the Consolidated Financial Statements Intangible assets consist of rights under licensing agreement and software licences and customer-related intangibles. Following table summarises the nature of intangibles and their estimated useful lives: |Type of asset|Useful lives| |---|---| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years| |Customer-related intangibles|3 years| File: AR_TCS_2019_2020-1-314.md Intangible assets are amortised on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Intangible assets consist of the following: | |Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2019|(` crore) 256|115|371| |Additions|192|-|192| |Translation exchange difference|-|5|5| |Cost as at March 31, 2020|448|120|568| |Accumulated amortisation as at April 1, 2019|(102)|(90)|(192)| |Amortisation for the year|(80)|(9)|(89)| |Translation exchange difference|2|(6)|(4)| |Accumulated amortisation as at March 31, 2020|(180)|(105)|(285)| |Net carrying amount as at March 31, 2020|268|15|283| # Notes forming part of the Consolidated Financial Statements |Other assets|Rights under licensing agreement|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2018|80|89|169| |Additions|178|-|178| |Acquisition through a business combination|-|28|28| |Translation exchange difference|(2)|(2)|(4)| |Cost as at March 31, 2019|256|115|371| |Accumulated amortisation as at April 1, 2018|(68)|(89)|(157)| |Amortisation for the year|(35)|(4)|(39)| |Translation exchange difference|1|3|4| |Accumulated amortisation as at March 31, 2019|(102)|(90)|(192)| |Net carrying amount as at March 31, 2019|154|25|179| The estimated amortisation for the years subsequent to March 31, 2020 is as follows: |Year ending March 31|Amortisation expense| |---|---| |2021|103| |2022|98| |2023|65| |2024|17| |Thereafter|-| Total: 283 # Other assets consist of the following: |Other assets - Non-current|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Contract assets|197|190| |Prepaid expenses|839|351| |Prepaid rent|-|339| |Contract fulfillment costs|286|174| |Capital advances|55|276| |Advances to related parties|36|3| |Others|298|30| |Total|1,711|1,711| # Advances to related parties, considered good, comprise: |Entity|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Voltas Limited|3|2| |Tata Realty and Infrastructure Ltd*|-|-| |Concorde Motors (India) Limited|-|1| |Tata Projects Limited|33|-| |Titan Engineering and Automation Limited*|-|-| *Represents value less than `0.50 crore. # Notes forming part of the Consolidated Financial Statements # Other assets - Current Prepaid rent of `366 crore has been reclassified to right-of-use asset pursuant to transition to Ind AS 116. |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Considered good| | | |Contract assets|4,292|3,238| |Prepaid expenses|1,498|614| |Prepaid rent|15|50| |Contract fulfillment costs|621|537| |Advance to suppliers|136|139| |Advance to related parties|11|2| |Indirect taxes recoverable|1,374|1,170| |Other advances|130|142| |Others|129|136| |Considered doubtful| | | |Advance to suppliers|3|3| |Indirect taxes recoverable|2|4| |Other advances|3|4| |Less: Allowance on doubtful assets|(8)|(11)| | |8,206|6,028| # Inventories Inventories consists of a) Raw materials, sub-assemblies and components, b) Work-in-progress, c) Stores and spare parts and d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Group includes direct material and labour cost and a proportion of manufacturing overheads."
+"Inventories consist of the following: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Raw materials, sub-assemblies and components|5|9| |Finished goods and work-in-progress*|-|-| |Stores and spares|-|1| | |5|10| *Represents value less than `0.50 crore. # Advance to related parties, considered good comprise: |The Titan Company Limited|3|1| |---|---|---| |Tata AIG General Insurance Company Limited|-|1| |Tata AIA Life Insurance Company Limited|1|-| |Tata Sons Private Limited|7|-| # Notes forming part of the Consolidated Financial Statements # (f) Provisions Provisions consist of the following: # Provisions - Current | |` crore|` crore| |---|---|---| | |As at March 31, 2020|As at March 31, 2019| |Provision for foreseeable loss|238|184| |Other provisions|55|55| |Total|293|239| # (g) Other liabilities Other liabilities consist of the following: # Other liabilities - Non-current | | |` crore| | | | |---|---|---|---|---|---| | |As at March 31, 2020|As at March 31, 2019| | | | |Operating lease liabilities|-|413| | | | |Total|-|413| | | | # Other liabilities - Current | |` crore|` crore| |---|---|---| | |As at March 31, 2020|As at March 31, 2019| |Advance received from customers|345|575| |Indirect taxes payable and other statutory liabilities|2,874|2,526| |Operating lease liabilities|2|60| |Others|62|74| |Total|3,283|3,235| Operating lease liability of `462 crore has been reclassified to retained earnings pursuant to transition to Ind AS 116. # 11) Other equity Other equity consist of the following: | |` crore|` crore| |---|---|---| | |As at March 31, 2020|As at March 31, 2019| |Capital reserve|75|75| |Capital redemption reserve| | | |(i) Opening balance|431|529| |(ii) Transfer from retained earnings*|-|8| |(iii) Issue of bonus shares*|-|(106)| |Total|431|431| # General reserve | | | |` crore| | | | |---|---|---|---|---|---|---| | |As at March 31, 2020|As at March 31, 2019| | | | | |(i) Opening balance| | | | |27|1,423| |(ii) Transfer to retained earnings| | | | |-|(1,396)| |Total| | | | |27|27| # Special Economic Zone re-investment reserve | | |` crore| | | | |---|---|---|---|---|---| | |As at March 31, 2020|As at March 31, 2019| | | | |(i) Opening balance| | | |994|1,578| |(ii) Transfer from retained earnings| | | |2,947|2,750| |(iii) Transfer to retained earnings| | | |(2,347)|(3,334)| |Total| | | |1,594|994| # Retained earnings | | | |` crore| | | | |---|---|---|---|---|---|---| | |As at March 31, 2020|As at March 31, 2019| | | | | |(i) Opening balance| | | | |85,520|79,755| |(ii) Transition impact of Ind AS 116| | | | |(357)|-| | | | | |(Refer note 9)| | | |(iii) Profit for the year| | | | |32,340|31,472| |(iv) Remeasurement of defined employee benefit plans| | | | |(339)|(41)| # Notes forming part of the Consolidated Financial Statements | | | |(` crore)|(` crore)| | | |---|---|---|---|---|---|---| |As at March 31, 2020|As at March 31, 2019| | | | | | |(v) Utilised for buy-back of equity shares*|-| |(15,992)| | | | |(vi) Expense relating to buy-back of equity shares*|-| |(45)| | | | |(vii) Issue of bonus shares*| |-|(86)| | | | |(viii) Realised loss on equity shares carried at fair value through OCI| |-|(1)| | | | |(ix) Transfer from Special Economic Zone re-investment reserve| |2,347|3,334| | | | |(x) Transfer from general reserve*| |-|1,396| | | | |(xi) Purchase of non-controlling interests| |(93)|-| | | | | | |119,418|99,792| | | | |(xii) Less: Appropriations| | | | | | | |(a) Dividend on equity shares| |31,896|10,085| | | | |(b) Tax on dividend| |5,738|1,339| | | | |(c) Transfer to capital redemption reserve*|-| | | | |8| |(d) Transfer to Special Economic Zone re-investment reserve| |2,947|2,750| | | | |(e) Transfer to statutory reserve| |27|90| | | | | | |78,810|85,520| | | | # Statutory reserve |(i) Opening balance|348|258| |---|---|---| |(ii) Transfer from retained earnings|27|90| | |375|348| # Revenue recognition The Group earns revenue primarily from providing IT services, consulting and business solutions. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or services. # Notes forming part of the Consolidated Financial Statements - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc."
+"- Revenue related to fixed price maintenance and support services contracts where the Group is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system/software is delivered to the customer. In cases where implementation and/or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Group is acting as the principal or as an agent of the customer. The Group recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of the licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there is billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and/or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Group recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. # Notes forming part of the Consolidated Financial Statements The Group disaggregates revenue from contracts with customers by nature of services, industry verticals and geography. # Revenue disaggregation by nature of services is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Consultancy services|154,829|143,935| |Sale of equipment and software licences|2,120|2,528| |Total Revenue|156,949|146,463| Revenue disaggregation by industry vertical and geography has been included in segment information (Refer note 19). While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Group has applied the practical expedient in Ind AS 115. Accordingly, the Group has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc)."
+"The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is `112,266 crore out of which 49.55% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Changes in contract assets are as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Balance at the beginning of the year|3,428|2,882| |Revenue recognised during the year|13,548|11,404| |Invoices raised during the year|(12,715)|(10,893)| |Translation exchange difference|228|35| |Balance at the end of the year|4,489|3,428| # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Balance at the beginning of the year|3,236|2,535| |Revenue recognised that was included in the unearned and deferred revenue balance at the beginning of the year|(2,421)|(2,376)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|2,618|2,996| |Translation exchange difference|179|81| |Balance at the end of the year|3,612|3,236| TCS Annual Report 2019-20 Consolidated Financial Statements I 216 # Notes forming part of the Consolidated Financial Statements # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Contracted price|158,977|148,649| |Reductions towards variable consideration components|(2,028)|(2,186)| |Revenue recognised|156,949|146,463| The reduction towards variable consideration comprises of volume discounts, service level credits, etc. # Impact of COVID-19 While the Group believes strongly that it has a rich portfolio of services to partner with customers, the impact on future revenue streams could come from: - the inability of our customers to continue their businesses due to financial resource constraints or their services no-longer being availed by their customers - prolonged lock-down situation resulting in its inability to deploy resources at different locations due to restrictions in mobility - customers not in a position to accept alternate delivery modes using Secured Borderless WorkSpaces - customers postponing their discretionary spend due to change in priorities The Group has assessed that customers in Retail, Travel, Transportation and Hospitality, Energy and Manufacturing verticals are more prone to immediate impact due to disruption in supply chain and drop in demand while customers in Banking, Financial Services and Insurance would re-prioritise their discretionary spend in immediate future to conserve resources and assess the impact that they would have due to dependence of revenues from the impacted verticals. The Group has considered such impact to the extent known and available currently. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration. The Group has taken steps to assess the cost budgets required to complete its performance obligations in respect of fixed price contracts and incorporated the impact of likely delays/increased cost in meeting its obligations. Such impact could be in the form of provision for onerous contracts or re-setting of revenue recognition in fixed price contracts where revenue is recognised on percentage-of-completion basis. The Group has also assessed the impact of any delays and inability to meet contractual commitments and has taken actions such as engaging with the customers to agree on revised SLAs in light of current crisis, invoking of force-majeure clause etc., to ensure that revenue recognition in such cases reflect realisable values. # Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method."
+"Other income consists of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Interest income|3,562|2,762| |Dividend income|10|18| |Net gain on investments carried at fair value through profit or loss|200|427| |Net gain on sale of investments other than equity shares carried at fair value through OCI|14|-| TCS Annual Report 2019-20 Consolidated Financial Statements I 217 # Notes forming part of the Consolidated Financial Statements | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Net gain / (loss) on disposal of property, plant and equipment|46|84| |Net foreign exchange gain / (loss)|727|967| |Rent income|1|6| |Other income|32|47| |Total|4,592|4,311| # Interest income comprise: |Interest on bank balances and bank deposits|519|188| |---|---|---| |Interest on financial assets carried at amortised cost|613|576| |Interest on financial assets carried at fair value through OCI|1,878|1,838| |Other interest (including interest on tax refunds)|552|160| # Dividend income comprises: Dividend from mutual fund units and other investments 10 18 # 14) Employee benefits # Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Group provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. # Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Group provides benefits such as superannuation, provident fund (other than Company managed fund) and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. TCS Annual Report 2019-20 Consolidated Financial Statements I 218 # Notes forming part of the Consolidated Financial Statements # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # Employee benefit expenses consist of the following: |(` crore)|Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Salaries, incentives and allowances|77,660|70,642| |Contributions to provident and other funds|5,834|5,308| |Staff welfare expenses|2,458|2,296| |Total|85,952|78,246| # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Gratuity liability|8|11| |Foreign defined benefit plans|308|232| |Other employee benefit obligations|101|87| |Total|417|330| # Employee benefit obligations - Current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Compensated absences|2,720|2,330| |Other employee benefit obligations|29|26| |Total|2,749|2,356| # Employee benefits plans consist of the following: # Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India operate a scheme of Gratuity which is a defined benefit plan."
+"The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"# Notes forming part of the Consolidated Financial Statements The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |(` crore)| | | |Year ended March 31, 2020| | | | |Year ended March 31, 2019| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| | |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | |Change in benefit obligations|Benefit obligations, beginning of the year|2,679|4|629|120|3,432|2,308|3| |626|103|3,040| | |Translation exchange difference|-|-|55|5|60|-|-| |(5)|1|(4)| | |Plan assumed on insourcing of employees|30|-|-|-|30|-|-|-|-| | | | |Plan participants' contribution|-|-|9|-|9|-|-|9|-|9| | | |Service cost|358|1|16|22|397|289|1| |14|19|323| | |Interest cost|222|-|11|5|238|190|-|9| |4|203| | |Remeasurement of the net defined benefit liability|520|4|43|2|569|39| |-|25|(2)|62| | |Past service cost / (credit)|-|-|-|1|1|-|-| |(35)|1|(34)| | |Benefits paid|(171)|(1)|(10)|(10)|(192)|(147)| |-|(14)|(6)|(167)| |Benefit obligations, end of the year|3,638|8| |753|145|4,544|2,679|4| |629|120|3,432| # Notes forming part of the Consolidated Financial Statements |(` crore)| | |Year ended March 31, 2020| | | | | |Year ended March 31, 2019| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| | |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Change in plan assets|Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | | |Fair value of plan assets, beginning of the year|2,672| |-|532|-|3,204|2,433|-| |529|-| |2,962| |Translation exchange difference| |-|-|41|-|41|-|-| |(3)|-|(3)| | |Plan assumed on insourcing of employees|30| |-|-|-|30|-|-|-|-|-| | | |Interest income|235| |-|9|-|244|193|-| |7|-| |200| |Employers' contributions|766| |-|17|-|783|171|-| |15|-| |186| |Plan participants' contribution| |-|-|9|-|9|-|-|9|-|9| | | |Benefits paid|(171)| |-|(10)|-|(181)|(147)|-| |(14)|-| |(161)| |Remeasurement - return on plan assets excluding amount included in interest income|111|-| |29|-|140|22|-| |(11)|-|11| | |Fair value of plan assets, end of the year|3,643| |-|627|-|4,270|2,672|-| |532|-| |3,204| # Notes forming part of the Consolidated Financial Statements | | | |As at March 31, 2020| | | |As at March 31, 2019| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Funded status| |-|(8)|(163)|(145)|(316)|(7)|(4)|(112)|(120)|(243)| |Surplus of plan assets over obligations|5|-|37|-|42|-|-|15|-|15| | | |5|(8)|(126)|(145)|(274)|(7)|(4)|(97)|(120)|(228)| | | | | |As at March 31, 2020| | | | |As at March 31, 2019| | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Category of assets|Corporate bonds|1,004|-|137|-|1,141|684|-|101|-|785| | |Equity instruments|17|-|-|-|17|20|-|67|-|87| | |Government bonds and securities|1,695|-|-|-|1,695|1,150|-|-|-|1,150| | |Insurer managed funds|852|-|275|-|1,127|760|-|32|-|792| | |Bank balances|-|-|6|-|6|6|-|16|-|22| | |Others|75|-|209|-|284|52|-|316|-|368| | |Total|3,643|-|627|-|4,270|2,672|-|532|-|3,204| # Notes forming part of the Consolidated Financial Statements Net periodic gratuity / pension cost, included in employee cost consists of the following components: |(` crore)| | |Year ended March 31, 2020| | | | | |Year ended March 31, 2019| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| | |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | |Service cost|358| |1|16|22|397|289|1| |14|19|323| |Net interest on net defined benefit (asset) / liability|(13)| |-|2|5|(6)|(3)|-|2| |4|3| |Past service cost / (credit)| |-|-|-|1|1|-|-| |(35)|1|(34)| |Net periodic gratuity / pension cost|345| |1|18|28|392|286|1| |(19)|24|292| |Actual return on plan assets|346| |-|38|-|384|215|-| |(4)|-|211| # Remeasurement of the net defined benefit (asset) / liability: |(` crore)| | | |Year ended March 31, 2020| | | | | | | |---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total| | | | | | | |Funded|Unfunded|Funded|Unfunded| | | | | | | |Actuarial (gains) and losses arising from changes in demographic assumptions| | | | | |(5)|-|(5)|(9)|(19)| |Actuarial (gains) and losses arising from changes in financial assumptions| | | | | |345|1|47|10|403| |Actuarial (gains) and losses arising from changes in experience adjustments| | | | | |180|3|1|1|185| |Remeasurement of the net defined benefit liability| | | | | |520|4|43|2|569| |Remeasurement - return on plan assets excluding amount included in interest income| | | | | |(111)|-|(29)|-|(140)| | | | | | | |409|4|14|2|429| # Notes forming part of the Consolidated Financial Statements |(` crore)|Domestic|Foreign| |Total| | |---|---|---|---|---|---| | |plans|plans|plans|plans| | File: AR_TCS_2019_2020-1-314.md |Actuarial (gains) and losses arising from changes in demographic assumptions|(17)|-|9|(3)|(11)| |Actuarial (gains) and losses arising from changes in financial assumptions|-|-|(15)|2|(13)| |Actuarial (gains) and losses arising from changes in experience adjustments|56|-|31|(1)|86| |Remeasurement of the net defined benefit liability|39|-|25|(2)|62| |Remeasurement - return on plan assets excluding amount included in interest income|(22)|-|11|-|(11)| | |17|-|36|(2)|51| # The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2020|Year ended March 31, 2020|Year ended March 31, 2019|Year ended March 31, 2019| |---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|5.25%-6.75%|0.60%-8.05%|7.00%-7.75%|0.75%-9.00%| |Rate of increase in compensation levels of covered employees|4.00%-7.00%|1.25%-7.00%|6.00%-8.00%|1.25%-7.00%| |Rate of return on plan assets|5.25%-6.75%|0.60%-8.05%|7.00%-7.75%|0.75%-9.00%| |Weighted average duration of defined benefit obligations|3-18 years|6-26.10 years|8-11 years|6.25-27 years| The expected benefits are based on the same"
+"assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2020. The Group is expected to contribute `445 crore to defined benefit plan obligations funds for the year ended March 31, 2021 comprising domestic component of `425 crore and foreign component of `20 crore. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. TCS Annual Report 2019-20 Consolidated Financial Statements I 224 # Notes forming part of the Consolidated Financial Statements If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Increase of 0.50%|(236)|(157)| |Decrease of 0.50%|262|175| If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Increase of 0.50%|177|120| |Decrease of 0.50%|(165)|(113)| The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset-Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. |Year ending March 31,|Defined benefit obligations| |---|---| |2021|312| |2022|327| |2023|360| |2024|395| |2025|450| |Thereafter|2,746| # Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. # Notes forming part of the Consolidated Financial Statements All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of the company's contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised as an expense in profit and loss under employee benefit expenses. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred. The Group has no further obligation beyond its monthly contribution. The Group contributed `356 crore and `324 crore for the years ended March 31, 2020 and 2019, respectively, to the Employees' Superannuation Fund. # Foreign defined contribution plans The Group contributed `1,260 crore and `1,161 crore for the years ended March 31, 2020 and 2019, respectively, towards foreign defined contribution plans."
+"# Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised into employee benefit expenses, cost of equipment and software licences, depreciation and amortisation and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # The details of fund and plan assets are given below: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Fair value of plan assets|17,072|14,555| |Present value of defined benefit obligations|(17,072)|(14,555)| |Net excess / (shortfall)|-|-| # The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: |(%)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Discount rate|6.50%|7.75%| |Average remaining tenure of investment portfolio|7.73 years|8.38 years| |Guaranteed rate of return|8.50%|8.65%| # Notes forming part of the Consolidated Financial Statements # (a) Cost of equipment and software licences The Company made a contribution to an electoral trust of NIL and `220 crore for the years ended March 31, 2020 and 2019, respectively, which is included in other expenses. Cost of equipment and software licences consist of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Raw materials, sub-assemblies and components consumed|18|40| |Equipment and software licences purchased|1,888|2,230| |Finished goods and work-in-progress| | | |Opening stock*|-|-| |Less: Closing stock*|1|-| | |(1)|-| |Total|1,905|2,270| *Represents value less than `0.50 crore. # (b) Other expenses Other expenses consist of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Fees to external consultants|12,937|11,330| |Facility expenses|2,702|4,262| |Travel expenses|3,296|3,474| |Communication expenses|1,592|1,321| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|144|187| |Other expenses|6,312|5,867| |Total|26,983|26,441| # (c) Research and development expenditure Research and development expenditure including capital expenditure aggregating `306 crore and `308 crore was incurred in the years ended March 31, 2020 and 2019, respectively. # (16) Finance costs Finance costs consist of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Interest on lease liabilities|492|8| |Interest on tax matters|354|169| |Other interest costs|78|21| |Total|924|198| # (17) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. The current income tax expense includes income taxes payable by the Company, its overseas branches and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable on. # Notes forming part of the Consolidated Financial Statements Worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction."
+"Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. TCS Annual Report 2019-20 Consolidated Financial Statements I 228 # Notes forming part of the Consolidated Financial Statements The income tax expense consists of the following: |Year ended|March 31, 2020|March 31, 2019| |---|---|---| |Current tax| | | |Current tax expense for current year|9,730|10,024| |Current tax expense / (benefit) pertaining to prior years|648|(522)| |Total current tax|10,378|9,502| |Deferred tax| | | |Deferred tax expense for current year|899|607| |Deferred tax benefit pertaining to prior years|(1,476)|(108)| |Total deferred tax|(577)|499| |Total income tax expense recognised in current year|9,801|10,001| The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in consolidated statement of profit and loss is as follows: |Year ended|March 31, 2020|March 31, 2019| |---|---|---| |Profit before tax|42,248|41,563| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|14,764|14,524| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,879)|(4,829)| |Income exempt from tax|(285)|(151)| |Undistributed earnings in branches and subsidiaries|428|605| |Tax on income at different rates|152|674| |Tax pertaining to prior years|(828)|(630)| |Others (net)|449|(192)| |Total income tax expense|9,801|10,001| Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011, profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Notes forming part of the Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2020 are as follows: | |Gross deferred tax assets|Gross deferred tax liabilities|Net| |---|---|---|---| |As at March 31, 2020|(` crore)|(` crore)|(` crore)| |Opening balance|1,784|577|(310)| |Recognised in profit and loss|279|134|145| |Recognised in / reclassified from other comprehensive income|1,170|(96)|1,074| |Exchange difference|-|-|-| |Closing balance|2,049|779|2,049| # Deferred tax assets / (liabilities) in relation to |Particulars|Assets|Liabilities|Net| |---|---|---|---| |Property, plant and equipment and intangible assets|279|134|145| |Provision for employee benefits|663|9|654| |Cash flow hedges|7|-|7| |Receivables, financial assets at amortised cost|387|(1)|388| |MAT credit entitlement|1,074|-|1,074| |Branch profit tax|-|284|(284)| |Undistributed earnings of subsidiaries|-|286|(286)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(483)|1|(484)| |Lease liabilities|342|(3)|345| |Others|559|69|490| # Total deferred tax assets / (liabilities) 2,828 779 2,049 *Opening balance of deferred tax on lease liabilities has been restated by `170 crore to give impact of transition to Ind AS 116 (Refer note 9). # Notes forming part of the Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2019 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Exchange difference|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|43|50|-|2|95| |Provision for employee benefits|395|128|8|-|531| |Cash flow hedges|10|-|(22)|-|(12)| |Receivables, financial assets at amortised cost|301|42|-|(3)|340| |MAT credit entitlement|2,217|(1,047)|-|-|1,170| |Branch profit tax|(400)|101|-|-|(299)| |Undistributed earnings of subsidiaries|(605)|31|-|-|(574)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(2)|-|(149)|2|(149)| |Lease liabilities|85|8|-|1|94| |Others|235|188|-|(5)|418| |Total deferred tax assets / (liabilities)|2,279|(499)|(163)|(3)|1,614| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|212|117|95| |Provision for employee benefits|532|1|531| |Cash flow hedges|(12)|-|(12)| |Receivables, financial assets at amortised cost|339|(1)|340| |MAT credit entitlement|1,170|-|1,170| |Branch profit tax|-|299|(299)| |Undistributed earnings of subsidiaries|-|574|(574)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(149)|-|(149)| |Lease liabilities|94|-|94| |Others|470|52|418| |Total deferred tax assets / (liabilities)|2,656|1,042|1,614| Under the Income-tax Act, 1961, unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership. # Notes forming part of the Consolidated Financial Statements Unrecognised deferred tax assets relate primarily to business losses and tax credit tax treatment of certain expenses claimed as deductions, computation or eligibility entitlements which do not qualify for recognition as per the applicable accounting standards. These unexpired business losses will expire based on the year of origination as follows: |March 31,|Unabsorbed business losses| |---|---| |2021|11| |2022|4| |2023|5| |2024|12| |2025|7| |Thereafter|-| The Company and its subsidiaries have contingent liability of `1,512 crore and `1,504 crore as at March 31, 2020 and 2019, respectively, in respect of tax demands which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2020 and 2019, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2017 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2016 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2017 and earlier. Accordingly, Tata Consultancy Services Limited has recognised a deferred tax asset of `1,074 crore. Deferred tax liability on temporary differences of `8,932 crore as at March 31, 2020, associated with investments in subsidiaries, has not been recognised, as it is the intention of Tata Consultancy Services Limited to reinvest the earnings of these subsidiaries for the foreseeable future."
+"# Direct tax contingencies The Company and its subsidiaries have ongoing disputes with income tax authorities in India and in some of the jurisdictions where they operate. The disputes relate to # Notes forming part of the Consolidated Financial Statements # 18) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The Company did not have any potentially dilutive securities in any of the years presented. | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Profit for the year attributable to shareholders of the Company (` crore)|32,340|31,472| |Weighted average number of equity shares|375,23,84,706|378,97,49,350| |Basic and diluted earnings per share (`)|86.19|83.05| |Face value per equity share (`)|1|1| # 19) Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. The Group has identified business segments ('industry vertical') as reportable segments. The business segments comprise: 1) Banking, Financial Services and Insurance, 2) Manufacturing, 3) Retail and Consumer Business, 4) Communication, Media and Technology and 5) Others such as Energy, Resources and Utilities, Life Sciences and Healthcare, s-Governance and Products. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment or manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. The assets and liabilities of the Group are used interchangeably amongst segments. Allocation of such assets and liabilities is not practicable and any forced allocation would not result in any meaningful segregation. Hence assets and liabilities have not been identified to any of the reportable segments. Summarised segment information for the years ended March 31, 2020 and 2019 is as follows: | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| |---|---|---|---|---|---|---| |Revenue|61,095|16,468|26,280|25,978|27,128|156,949| |Segment result|16,950|4,445|6,870|7,703|6,141|42,109| |Total unallocable expenses| | | | | |4,453| |Operating income| | | | | |37,656| |Other income| | | | | |4,592| |Profit before tax| | | | | |42,248| |Tax expense| | | | | |9,801| |Profit for the year| | | | | |32,447| |Depreciation and amortisation expense (unallocable)| | | | | |3,529| |Significant non-cash items (allocable)|(2)|-|18|8|120|144| # Notes forming part of the Consolidated Financial Statements |Geography|Year ended March 31, 2019 (` crore)|Year ended March 31, 2020 (` crore)| | | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Banking, Financial Services and Insurance| |Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Others|Total| | | | | | | | |Americas (1)|57,938|15,682|25,164|23,925|23,754|146,463| | | | | | | | | | | | | | |Europe (2)| |48,037|43,456| | | | | | | | | | | |India| |8,964|8,393| | | | | | | | | | | |Others| |17,948|17,052| | | | | | | | | | | |Total| |156,949| | | | | | Revenue Segment result: 39,469 Total unallocable expenses: 2,217 Operating income: 37,252 Other income: 4,311 Profit before tax: 41,563 Tax expense: 10,001 Profit for the year: 31,562 Depreciation and amortisation expense: 37 Depreciation and amortisation expense (unallocable): 2,019 Significant non-cash items (allocable): 187 Unallocable expenses for current year include impact of Ind AS 116 adoption. Geographical revenue is allocated based on the location of the customers. # Information regarding geographical non-current assets is as follows: |Geography|As at March 31, 2019 (` crore)|As at March 31, 2020 (` crore)| |---|---|---| |Americas (3)|1,531|2,596| |Europe (4)|2,250|3,382| |India|14,313|18,920| |Others|539|1,109| |Total|18,633|26,007| * (1) and (3) are substantially related to operations in the United States of America. * (2) includes revenue in the United Kingdom of `24,899 crore and `22,862 crore for the years ended March 31, 2020 and 2019, respectively. # Notes forming part of the Consolidated Financial Statements (4) includes non-current assets in the United Kingdom of `1,245 crore and `891 crore as at March 31, 2020 and 2019, respectively. # Information about major customers No single customer represents 10% or more of the Group's total revenue for the years ended March 31, 2020 and 2019, respectively."
+"# 20) Commitments and contingent liabilities # Capital commitments The Group has contractually committed (net of advances) `1,396 crore and `1,289 crore as at March 31, 2020 and 2019, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters - Refer note 17. Indirect tax matters - The Company and its subsidiaries have ongoing disputes with Indian tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company and its subsidiaries in India have demands amounting to `517 crore and `392 crore as at March 31, 2020 and 2019, respectively, from various indirect tax authorities which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. Other claims - Claims aggregating `211 crore and `185 crore as at March 31, 2020 and 2019, respectively, against the Group have not been acknowledged as debts. File: AR_TCS_2019_2020-1-314.md In addition to above in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's proprietary information. In April 2016, the Company received an unfavourable jury verdict awarding damages totalling `7,091 crore (US $940 million) to Epic. In September 2017, the Company received a Court order reducing the damages from `7,091 crore (US $940 million) to `3,168 crore (US $420 million) to Epic. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for `3,319 crore (US $440 million) as financial security in order to stay execution of the judgment pending post-judgment proceedings and appeal. Pursuant to reaffirmation of the Court order in March 2019, the Company has filed a notice of appeal in the superior Court to fully set aside the Order. Epic has also filed a cross appeal challenging the reduction by the trial judge of `754 crore (US $100 million) award and `1,509 crore (US $200 million) in punitive damages. The Company has received legal advice to the effect that the order and the reduced damages awarded are not supported by evidence presented during the trial. Letter of comfort The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. TCS Annual Report 2019-20 Consolidated Financial Statements I 235 # Notes forming part of the Consolidated Financial Statements # 21) Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interests |Name of the entity|Country of incorporation|% of voting power as at March 31, 2020|% of voting power as at March 31, 2019|Net assets, i.e. total assets minus total liabilities As % of consolidated net assets (` crore)|Share in profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income As % of total comprehensive income (` crore)| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|81.97|74,368|89.63|33,260| |124.29|174|89.76|33,434| |Subsidiaries (held directly)| | | | | | | | | | | | | |APTOnline Limited|India|89.00|89.00|0.11|103|0.08|31| |-|-|0.08|31| |MP Online Limited|India|89.00|89.00|0.11|99|0.05|17| |-|-|0.05|17| |C-Edge Technologies Limited|India|51.00|51.00|0.27|246|0.22|81|-|-|0.22|81| | |MahaOnline Limited|India|74.00|74.00|0.09|79|0.06|21| |-|-|0.06|21| |TCS e-Serve International Limited|India|100.00|100.00|0.02|19|(0.34)|(125)| |(2.14)|(3)|(0.34)|(128)| |TCS Foundation|India|100.00|100.00|1.10|995|0.76|282| |-|-|0.76|282| |Diligenta Limited|UK|100.00|100.00|1.20|1,091|0.77|284| |10.00|14|0.80|298| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|0.70|631|1.33|494| |-|-|1.33|494| |Tata America International Corporation|USA|100.00|100.00|1.72|1,557|2.34|868| |(14.29)|(20)|2.28|848| |Tata Consultancy Services Asia Pacific Pte Ltd.|Singapore|100.00|100.00|0.75|676|0.58|217| |-|-|0.58|217| |Tata Consultancy Services Belgium|Belgium|100.00|100.00|0.37|333|0.24|90| |-|-|0.24|90| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.52|470|0.51|188| |0.71|1|0.51|189| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|3.03|2,750|(1.15)|(425)| |-|-|(1.14)|(425)| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|0.59|539|0.21|77| |-|-|0.21|77| |TCS FNS Pty Limited|Australia|100.00|100.00|0.13|121|0.20|73| |-|-|0.20|73| TCS Annual Report 2019-20 Consolidated Financial Statements I 236 # Notes forming part of the Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2020|% of voting power as at March 31, 2019|Net assets, i.e."
+"total assets minus total liabilities As % of consolidated net assets|Share in profit or loss Amount As % of consolidated profit or loss|Share in other comprehensive income Amount As % of consolidated other comprehensive income|Share in total comprehensive income Amount As % of total comprehensive income| |---|---|---|---|---|---|---|---| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.78|1,618|0.99|367| |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.05|45|0.09|33| |CMC Americas, Inc.|USA|100.00|100.00|0.03|27|0.07|25| |Tata Consultancy Services Qatar S.S.C.|Qatar|100.00|100.00|0.04|32|0.04|13| |W12 Studios Limited|UK|100.00|100.00|0.03|26|0.01|2| |Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)| |TCS e-Serve America, Inc.|USA|100.00|100.00|0.09|85|0.07|25| |Tata Consultancy Services (China) Co., Ltd.|China|93.20|93.20|0.19|169|(0.03)|(11)| |Tata Consultancy Services Japan, Ltd.|Japan|66.00|51.00|1.50|1,360|0.51|188| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.10|87|(0.03)|(10)| |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|26|0.04|13| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.18|164|0.04|13| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.01|12|0.04|13| |TCS Italia s.r.l.|Italy|100.00|100.00|0.03|30|0.02|8| |Tata Consultancy Services Luxembourg S.A.|Capellen (G.D. de Luxembourg)|100.00|100.00|0.13|121|0.14|51| |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.43|391|0.44|164| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|0.01|5|-|-| TCS Annual Report 2019-20 Consolidated Financial Statements I 237 # Notes forming part of the Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2020|% of voting power as at March 31, 2019|Net assets, i.e. total assets minus total liabilities As % of consolidated net assets|Share in profit or loss Amount (` crore)|As % of consolidated profit or loss|Share in other comprehensive income Amount (` crore)|As % of consolidated other comprehensive income|Share in total comprehensive income Amount (` crore)|As % of total comprehensive income| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00|0.01|5|-|1|-|-|1| | | | |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00|0.04|39|0.03|12| |-|-|0.03|12| | |Tata Consultancy Services (Portugal) Unipessoal, Limitada|Portugal|100.00|100.00|-|-|0.01|3|-|-|0.01|3| | | |Tata Consultancy Services France SA|France|100.00|100.00|(0.45)|(404)|-|(1)| |1.43|2|-|1| | |Tata Consultancy Services Saudi Arabia|Saudi Arabia|76.00|76.00|0.28|250|0.16|58| |(0.01)|-|0.16|58| | |TCS Business Services GmbH (w.e.f. March 9, 2020)|Germany|100.00|-|-|-|-|-|-|-|-| | | | |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.07|66|0.07|27| |-|-|0.07|27| | |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.03|26|0.02|9| |-|-|0.02|9| | |TCS Financial Solutions Australia Holdings Pty Limited (w.e.f. January 29, 2020)|Australia|-|100.00|-|-|0.20|73|-|-|0.20|73| | | |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.11|100|0.13|48| |-|-|0.13|48| | |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.28|250|0.31|117| |-|-|0.31|117| | |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.10|91|0.34|126| |-|-|0.34|126| | |Tata Consultancy Services Argentina S.A.|Argentina|100.00|100.00|0.01|6|(0.03)|(10)| |-|-|(0.03)|(10)| | |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.17|152|0.08|30| |-|-|0.08|30| | |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|0.80|722|0.49|184| |-|-|0.49|184| | |MGDC S.C.|Mexico|100.00|100.00|0.19|168|0.01|5| |(6.43)|(9)|(0.01)| |(4)| |TCS Inversiones Chile Limitada|Chile|100.00|100.00|0.31|285|0.24|88| |-|-|0.24|88| | # Notes forming part of the Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2020|% of voting power as at March 31, 2019|Net assets, i.e. total assets minus total liabilities As % of consolidated net assets (` crore)|Share in profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income As % of consolidated comprehensive income (` crore)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.39|352|0.05|18| |Technology Outsourcing S.A.C.|Peru|100.00|100.00|0.02|20|0.02|8| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.07|59|(0.08)|(21)| |Trusts|India|-|-|0.26|263|0.02|7| |TOTAL|TOTAL|TOTAL|TOTAL|100.00|90,725|100.00|37,109| a) Adjustments arising out of consolidation (5,976) (4,662) 324 (4,338) b) Non-controlling interests Indian subsidiaries |APTOnline Limited|(11)|(3)|-|(3)| |---|---|---|---|---| |MP Online Limited|(10)|(2)|-|(2)| |C-Edge Technologies Limited|(116)|(39)|-|(39)| |MahaOnline Limited|(19)|(5)|-|(5)| Foreign subsidiaries |Tata Consultancy Services (China) Co., Ltd.|(11)|2|3|5| |---|---|---|---|---| |Tata Consultancy Services Japan, Ltd.|(456)|(60)|(43)|(103)| TOTAL (623) (107) (40) (147) TOTAL 84,126 32,340 424 32,764 # Notes forming part of the Consolidated Financial Statements # 22) Related party transactions Tata Consultancy Services Limited's principal related parties consist of its holding company Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Refer note 21 for list of subsidiaries of the Company. Transactions and balances with its own subsidiaries are eliminated on consolidation."
+"Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue|31|432|2,193|-|2,656| |Purchases of goods and services (including reimbursements)|1|556|457|-|1,014| |Brand equity contribution|162|-|-|-|162| |Facility expenses|-|3|1|-|4| |Lease rental|2|68|26|-|96| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|1|-|-|-|1| | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Contribution and advance to post employment benefit plans|-|-|-|2,684|2,684| |Purchase of property, plant and equipment|-|219|110|-|329| |Loans and advances given|-|4|85|-|89| |Loans and advances recovered|-|3|30|-|33| |Dividend paid|22,971|9|-|-|22,980| # Notes forming part of the Consolidated Financial Statements |Material related party transactions are as follows:| | |Year ended March 31, 2019| | | | | | |---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| | | | | |Revenue|27|298|2,241|-|2,566| | | | |Purchases of goods and services (including reimbursements)|1|447|378|-|826| | | | |Brand equity contribution|167|-|-|-|167| | | | |Facility expenses|1|37|17|-|55| | | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|(7)| |1|-|(6)| | | |Contribution and advance to post employment benefit plans|-|-|-|816|816| | | | |Purchase of property, plant and equipment|-|2|48|-|50| | | | |Loans and advances given|-|2|2|-|4| | | | |Loans and advances recovered| | | |-|-|3|-|3| |Dividend paid|7,254|3| |-|-|7,257| | | |Buy-back of shares|10,455|4|-|-|10,459| | | | |Issue of bonus shares*|-|-|-|-|-| | | | *Refer note 8(l). # Material related party balances are as follows: | | | | |(` crore)| | | | |---|---|---|---|---|---|---|---| | |As at March 31, 2020|As at March 31, 2019| | | | | | |Trade receivables, unbilled receivables and contract assets| | | | |Jaguar Land Rover Limited|209|362| # Notes forming part of the Consolidated Financial Statements # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons|Total| |---|---|---|---|---| |As at March 31, 2020|4|246|681|931| |Trade receivables, unbilled receivables and contract assets|10|30|65|105| |Loans receivables, other financial assets and other assets|14|276|746|1,036| # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons|Total| |---|---|---|---|---| |As at March 31, 2020|148|246|244|638| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|-|11|367|378| # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons|Total| |---|---|---|---|---| |As at March 31, 2019|8|118|647|773| |Trade receivables, unbilled receivables and contract assets|3|28|6|37| |Loans receivables, other financial assets and other assets|11|146|653|810| # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons|Total| |---|---|---|---|---| |As at March 31, 2019|170|106|129|405| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|-|14|53|67| # Notes forming part of the Consolidated Financial Statements # Transactions with key management personnel are as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Short-term benefits|28|33| |Dividend paid during the year|2|1| | |30|34| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. 23) The sitting fees and commission paid to non-executive directors is `9 crore and `12 crore as at March 31, 2020 and 2019, respectively. 24) The proposed Social Security Code, 2019, when promulgated, would subsume labour laws including Employees' Provident Funds and Miscellaneous Provisions Act and amend the definition of wages on which the organisation and its employees are to contribute towards Provident Fund. The Group believes that there will be no significant impact on its contributions to Provident Fund due to the proposed amendments. Additionally, there is uncertainty and ambiguity in interpreting and giving effect to the guidelines of Hon. Supreme Court vide its ruling in February 2019, in relation to the scope of compensation on which the organisation and its employees are to contribute towards Provident Fund. The Group will evaluate its position and act, as clarity emerges."
+"25) Subsequent event Dividends paid during the year ended March 31, 2020 include an amount of `18 per equity share towards final dividend for the year ended March 31, 2019 and an amount of `67 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2020. Dividends paid during the year ended March 31, 2019 include an amount of `29 per equity share towards final dividend for the year ended March 31, 2018 and an amount of `12 per equity share towards interim dividends for the year ended March 31, 2019. Dividends declared by the Company are based on profits available for distribution. On April 16, 2020, the Board of Directors of the Company have proposed a final dividend of `6 per share in respect of the year ending March 31, 2020 subject to the approval of shareholders at the Annual General Meeting. The proposal is subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `2,251 crore. As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Chairman CEO and Managing Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 Mumbai, April 16, 2020 TCS Annual Report 2019-20 Consolidated Financial Statements I 243 # Independent Auditors' Report # To the Members of Tata Consultancy Services Limited # Report on the Audit of the Standalone Financial Statements # Opinion We have audited the standalone financial statements of Tata Consultancy Services Limited (""the Company""), which comprise the Standalone Balance Sheet as at 31 March 2020, and the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ""the standalone financial statements""). # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 244 # Description of Key Audit Matters |Key audit matters|How our audit addressed the key audit matter| |---|---| |Revenue recognition - Fixed price contracts|- On selected specific/statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard - - Evaluated the identification of performance obligations and the ascribed transaction price; - Tested Company's computation of the estimation of contract costs and onerous obligations, if any. We: | # Key audit matters # Evaluation of key tax matters The Company operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing and indirect tax matters. These involve significant judgment by the Company to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the standalone financial statements. Refer Note 4(e) and Note 19 to the standalone financial statements."
+"# How our audit addressed the key audit matter Our audit procedures include the following substantive procedures: - Obtained an understanding of key tax matters; and - The audit team, along with our internal tax experts - # Adoption of Ind AS 116 Leases As described in Note 7 to the standalone financial statements, the Company has adopted Ind AS 116 Leases (Ind AS 116) in the current year. The application and transition to this accounting standard is complex and is an area of focus in our audit since the Company has a large number of leases with different contractual terms. # How our audit addressed the key audit matter Our audit procedures on adoption of Ind AS 116 include: - Assessed and tested new processes and controls in respect of the lease accounting standard (Ind AS 116); - Assessed the Company's evaluation on the identification of leases based on the contractual agreements and our knowledge of the business; # Other Information The Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the standalone financial statements and our auditors' report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. # Management's Responsibility for the Standalone Financial Statements The Company's management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company's financial reporting process."
+"# TCS Annual Report 2019-20 # Unconsolidated Financial Statements * Obtain an understanding of internal control * Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 1. As required by the Companies (Auditors' Report) Order, 2016 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. (A) As required by Section 143(3) of the Act, we report that: - (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. - (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. - (c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. (e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". (B) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its standalone financial statements. (C) With respect to the matter to be included in the Auditors' Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended 31 March 2020. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai 16 April 2020 Membership No: 049265 UDIN: 20049265AAAAAK1814 # Annexure A to the Independent Auditors' Report In respect of immovable properties taken on lease and disclosed as right-of-use-assets in the standalone financial statements, the lease agreements are in the name of the Company. With reference to the Annexure A referred to in the Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2020, we report the following: 1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. File: AR_TCS_2019_2020-1-314.md (b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years."
+"In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified during the year and no material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company. 2. The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material. 3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company. 4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans given, investments made, guarantees and securities given. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company. 5. The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder. 6. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income-tax, Goods and Services tax, duty of Customs, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees' State Insurance, Income-tax, Goods and Services tax, duty of Customs, Cess and other material statutory dues were in arrears as at 31 March 2020, for a period of more than six months from the date they became payable. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 250 # (b) According to the information and explanations given to us, there are no dues of Income-tax or Sales tax or Service tax or Goods and Services tax or duty of Customs or duty of Excise or Value added tax which have not been deposited by the Company on account of disputes, except for the following: |Name of the Statute|Nature of the Dues|Amount (` in crore) **|Period|Forum where dispute is pending| |---|---|---|---|---| |The Income-tax Act, 1961|Income-tax|1,222|Assessment Year - 2007-08, 2011-12, 2015-16|Commissioner of Income Tax (Appeals)| | | |193|Assessment Year - 2006-07|Income-Tax Appellate Tribunal| |The Central Sales Tax Act, 1956 and Value Added Tax Act|Sales tax and VAT|218|Financial Year - 1994-1995, 2001-2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016|High Court| | | |8|Financial Year - 1990-1991, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2011-2012, 2012-2013|Tribunal| | | |-*|Financial Year - 1995-1996, 1997-1998, 2004-2005, 2005-2006, 2011-2012|Assistant Commissioner| | | |5|Financial Year - 1994-1995, 2005-2006, 2008-2009, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017|Deputy Commissioner| | | |9|Financial Year - 1997-1998, 2005-2006, 2013-2014, 2014-2015, 2015-2016, 2016-2017|Joint Commissioner| | | |-*|Financial Year - 2007-2008|Additional Commissioner| | | |-*|Financial Year - 2012-2013|Commissioner| |The Finance Act, 1994|Service tax|-*|Financial Year - 2002-2003, 2003-2004, 2004-2005|Commissioner Appeals| | | |207.49|Financial Year - 2006-2007, 2007-2008, 2009-2010, 2010-2011, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Tribunal| *Indicates amount less than `0.50 crore **These amounts are net of amount paid/ adjusted under protest `766 crore # TCS Annual Report 2019-20 # Unconsolidated Financial Statements (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company did not have any outstanding loans or borrowings from financial institutions or government and there are no dues to debenture holders during the year."
+"(ix) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company. (x) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. (xi) In our opinion and according to the information and explanations given to us and based on examination of the records of the Company, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. (xii) According to the information and explanations given to us, in our opinion, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company. (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. (xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company. (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. (xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai Partner 16 April 2020 Membership No: 049265 UDIN: 20049265AAAAAK1814 # Annexure B to the Independent Auditors' Report March 2020, based on the internal financial controls with reference to standalone financial statements criteria # Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ""Guidance Note"") and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects. # Management's Responsibility for Internal Financial Controls The Company's management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as ""the Act""). # Opinion We have audited the internal financial controls with reference to standalone financial statements of Tata Consultancy Services Limited (""the Company"") as of 31 March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date."
+"In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2020. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 253 # TCS Annual Report 2019-20 # Unconsolidated Financial Statements depend on the auditor's judgement, including the accurately and fairly reflect the transactions and internal financial controls with reference to standalone assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to standalone financial statements. A company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Yezdi Nagporewalla Mumbai Partner 16 April 2020 Membership No: 049265 UDIN: 20049265AAAAAK1814 # Standalone Balance Sheet | |Note|As at March 31, 2020|As at March 31, 2019| | | | | |---|---|---|---|---|---|---|---| |ASSETS| | | | | | | | |Non-current assets| | | | | | | | |Property, plant and equipment|8(a)|9,835|9,522| | | | | |Capital work-in-progress| |781|834| | | | | |Right-of-use assets|7|6,048|-| | | | | |Intangible assets|8(b)|239|139| | | | | | | | | |Financial assets| | | | | | | | |Investments|6(a)|25,686|28,280| | | | | |Trade receivables|6(b)|28,660|24,029| | | | | |Unbilled receivables| |4,763|4,389| | | | | |Cash and cash equivalents|6(c)|3,852|3,327| |Other balances with banks| | | | |6(d)|972|5,573| | | | | |Loans receivables|6(e)|7,270|7,018| | | | | |Other financial assets|6(f)|1,448|1,613| | | | | |Other assets|8(c)|6,538|4,793| |Income tax assets (net)| |2,020|3,598| | | | | |Deferred tax assets (net)|15|2,219|2,097| | | | | |Total non-current assets| |25,781|20,468| | | | | | | | | |Total current assets| | | | | | | | |TOTAL ASSETS| |104,975|99,500| | | | | |EQUITY AND LIABILITIES| | | | | | | | |Equity| | | | | | | | |Share capital|6(m)|375|375| | | | | |Other equity|9|73,993|78,523| | | | | |Total equity| |74,368|78,898| TCS Annual Report 2019-20 Unconsolidated Financial Statements I 255 # Standalone Balance Sheet |Note|As at March 31, 2020|As at March 31, 2019| | | | | | |---|---|---|---|---|---|---|---| |Liabilities| | | | | | | | |Non-current liabilities| | | | | | | | |Financial liabilities| | | | | | | | |Lease liabilities| |5,262|33| | | | | |Other financial liabilities|6(h)|237|232| | | | | |Unearned and deferred revenue| |644|662| | | | | |Employee benefit obligations|12|91|82| | | | | |Deferred tax liabilities (net)|15|347|339| | | | | |Other liabilities|8(f)|-|358| | | | | |Total non-current liabilities| |6,581|1,706| | | | | |Current liabilities| | | | | | | | |Financial liabilities| | | | | | | | |Lease liabilities| |848|-| | | | | |Trade payables| | | | | | | | |Dues of micro enterprises and small enterprises|6(g)|-|22| | | | | |Dues of creditors other than micro enterprises and small enterprises| |8,734|7,670| | | | | |Other financial liabilities|6(h)|4,694|3,351| | | | | |Unearned and deferred revenue| |2,271|1,804| | | | | |Provisions|8(e)|235|174| | | | | |Employee benefit obligations|12|2,057|1,776| | | | | |Income tax liabilities (net)| |3,139|2,157| | | | | |Other liabilities|8(f)|2,048|1,942| | | | | |Total current liabilities| |24,026|18,896| | | | | |Total Equity and Liabilities| |104,975|99,500| | | | | Mumbai, April 16, 2020 NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Chairman CEO and Managing Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 # Standalone Statement of Profit and Loss # Revenue |Other income|TOTAL INCOME| |---|---| |131,306|139,388| |123,170|130,797| # Expenses |Employee benefit expenses|Cost of equipment and software licences|Depreciation and amortisation expense|Other expenses|Finance costs| |---|---|---|---|---| |64,906|8,082|1,596|27,451|743| |59,377|7,627|2,003|26,826|170| # TOTAL EXPENSES 97,397 90,092 # PROFIT BEFORE TAX PROFIT FOR THE YEAR 41,991 40,705 # OTHER COMPREHENSIVE INCOME (OCI) |Items that will not be reclassified subsequently to profit or loss| | | |---|---|---| | |Remeasurement of defined employee benefit plans|Net change in fair values of investments in equity shares carried at fair value through OCI| |Income tax on items that will not be reclassified subsequently to profit or loss| | | # Items that will be reclassified subsequently to profit or loss |Net change in fair values of investments other than equity shares carried at fair value through OCI|Net change in intrinsic value of derivatives designated as cash flow hedges|Net change in time value of derivatives designated as cash flow hedges|Income tax on items that will be reclassified subsequently to profit or loss| |---|---|---|---| |958|(94)|(52)|(315)| |425|153|44|(171)| # TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES) 174 436 # TOTAL COMPREHENSIVE INCOME FOR THE YEAR 33,434 30,501 # Earnings per equity share:- Basic and diluted (`) 88.64 79.34 # Weighted average number of equity shares 375,23,84,706 378,97,49,350 # NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 Mumbai, April 16, 2020 TCS Annual Report 2019-20 Unconsolidated Financial Statements I 257 # Standalone Statement of Changes in Equity # A. EQUITY SHARE CAPITAL | |Balance as at April 1, 2018|Changes in equity share capital during the year*|Balance as at March 31, 2019| |---|---|---|---| |(` crore)|191|184|375| | |Balance as at April 1, 2019|Changes in equity share capital during the year|Balance as at March 31, 2020| |(` crore)|375|-|375| *Refer note 6(m). # B. OTHER EQUITY | | |Reserves and surplus| | | |Items of other comprehensive income| | |Total| |---|---|---|---|---|---|---|---|---|---| | |Capital3|Capital redemption reserve|Special Economic Zone re-investment reserve|Retained earnings|Investment revaluation reserve| |Cash flow hedging reserve|Intrinsic value|Time value| |Balance as at April 1, 2018|-|106|1,578|74,080| |(18)|(2)|(69)|75,675| |Profit for the year|-|-|-|30,065|-|-|-|30,065| | |Other comprehensive income / (losses)|-|-|-|(14)| |275|136|39|436| |Total comprehensive income|-|-|-|30,051| |275|136|39|30,501| |Dividend (including tax on dividend of `1,339 crore)|-|-|-|(11,424)|-|-|-|(11,424)| | |Buy-back of equity shares1|-|8|-|(16,000)|-|-|-| |(15,992)| |Expenses for buy-back of equity shares1|-|-|-|(45)|-|-|-|(45)| | |Issue of bonus shares1|-|(106)|-|(86)|-|-|-| |(192)| |Realised loss on equity shares carried at fair value through OCI|-|-|-|(1)|1|-|-|-| | |Transfer to Special Economic Zone re-investment reserve|-|-|2,750|(2,750)|-|-|-|-| | |Transfer from Special Economic Zone re-investment reserve|-|-|(3,334)|3,334|-|-|-|-| | |Balance as at March 31, 2019|-|8|994|77,159| |258|134|(30)|78,523| TCS Annual Report 2019-20 Unconsolidated Financial Statements I 258 # Standalone Statement of Changes in Equity |(` crore)|Reserves and surplus|Reserves and surplus|Reserves and surplus|Reserves and surplus|Items of other comprehensive income|Items of other comprehensive income|Items of other comprehensive income|Total| | | | | | |---|---|---|---|---|---|---|---|---| | |Capital3|Capital redemption reserve|Special Economic Zone re-investment reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Intrinsic value|Time value| |Balance as at April 1, 2019|-|8|994|77,159|258|134|(30)|78,523| |Transition impact of Ind AS 116, net of tax2|-|-|-|(330)|-|-|-|(330)| |Restated balance as at April 1, 2019|-|8|994|76,829|258|134|(30)|78,193| |Profit for the year|-|-|-|33,260|-|-|-|33,260| |Other comprehensive income / (losses)|-|-|-|(323)|624|(89)|(38)|174| |Total comprehensive income|-|-|-|32,937|624|(89)|(38)|33,434| |Dividend (including tax on dividend of `5,738 crore)|-|-|-|(37,634)|-|-|-|(37,634)| |Transfer to Special Economic Zone re-investment reserve|-|-|2,947|(2,947)|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|(2,347)|2,347|-|-|-|-| |Balance as at March 31, 2020|-|8|1,594|71,532|882|45|(68)|73,993| 1Refer note 6(m). 2Refer note 7. 3Represents values less than `0.50 crore. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 259 # Standalone Statement of Changes in Equity # Nature and purpose of reserves |a. Capital reserve|The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve.| |---|---| |b. Capital redemption reserve|As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.| |c."
+"Special Economic Zone re-investment reserve|The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1) (ii) of the Income-tax Act, 1961. The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961.| |d. Investment revaluation reserve|This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed.| |e. Cash flow hedging reserve|The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs.| # NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 N Chandrasekaran Chairman Rajesh Gopinathan CEO and Managing Director Keki M Mistry Director Yezdi Nagporewalla Partner Membership No: 049265 Mumbai, April 16, 2020 TCS Annual Report 2019-20 Unconsolidated Financial Statements I 260 # Standalone Statement of Cash Flows | |Year ended March 31, 2020|Year ended March 31, 2019|Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | | | |Profit for the year|33,260|30,065|Proceeds from bank deposits|11,612| |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | | | |Depreciation and amortisation expense|2,701|1,716|Proceeds from inter-corporate deposits|13,400| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|132|188|Proceeds from disposal / redemption of investments|80,865| |Tax expense|8,731|10,640|Proceeds from disposal of property, plant and equipment|130| |Net gain on lease modification|(4)|-|Interest received|3,353| |Unrealised foreign exchange (gain) / loss|(130)|7|Dividend received from subsidiaries|3,995| |Net gain on disposal of property, plant and equipment|(50)|(84)|Acquisition of subsidiary|-| |Net gain on investments|(197)|(416)|Net cash generated from investing activities|12,829| |Interest income|(3,197)|(2,651)|CASH FLOWS FROM FINANCING ACTIVITIES| | |Dividend income (Including exchange gain)|(3,995)|(3,574)|Buy-back of equity shares|-| |Finance costs|743|170|Expenses for buy-back of equity shares|-| |Operating profit before working capital changes|37,994|36,061|Short-term borrowings (net)|-| |Net change in| | | | | |Inventories|5|16|Dividend paid (including tax on dividend)|(37,634)| |Trade receivables|(4,736)|(5,335)|Repayment of lease liabilities|(668)| |Unbilled receivables|(311)|733|Interest paid|(743)| |Loans receivables and other financial assets|(72)|(417)|Net cash used in financing activities|(39,045)| |Other assets|(3,072)|(3,036)|Net change in cash and cash equivalents|387| |Trade payables|1,042|2,915|Cash and cash equivalents at the beginning of the year|3,327| |Unearned and deferred revenue|449|755|Exchange difference on translation of foreign currency cash and cash equivalents|138| |Other financial liabilities|1,183|610|Cash and cash equivalents at the end of the year (Refer note 6(c))|3,852| |Other liabilities and provisions|487|400| | | |Cash generated from operations|32,969|32,702| | | |Taxes paid (net of refunds)|(6,366)|(8,704)| | | |Net cash generated from operating activities|26,603|23,998| | | |CASH FLOWS FROM INVESTING ACTIVITIES| | | | | |Bank deposits placed|(6,999)|(5,690)|Inter-corporate deposits placed|(13,694)| |Purchase of investments|(77,191)|(92,020)|Payment for purchase of property, plant and equipment|(1,951)| |Payment including advances for acquiring right-of-use assets|(519)|-| | | Mumbai, April 16, 2020 TCS Annual Report 2019-20 Unconsolidated Financial Statements I 261 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Chairman CEO and Managing Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 # Notes forming part of the Standalone Financial Statements # 1) Corporate information Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides IT services, consulting and business solutions and has been partnering with many of the world's largest businesses in their transformation journeys for the last fifty years. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2020, Tata Sons Private Limited, the holding company owned 72.02% of the Company's equity share capital."
+"The Board of Directors approved the standalone financial statements for the year ended March 31, 2020 and authorised for issue on April 16, 2020. # 2) Statement of compliance These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation File: AR_TCS_2019_2020-1-314.md These standalone financial statements have been prepared on historical cost basis, except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Company has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method. These standalone financial statements have been prepared in Indian Rupee (`) which is the functional currency of the Company. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. # 4) Use of estimates and judgements The preparation of these standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Company uses the following critical accounting estimates in preparation of its financial statements: - a. Revenue recognition - The Company's contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services. # Notes forming part of the Standalone Financial Statements promised in a contract and identifies cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. # b. Useful lives of property, plant and equipment The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # c. Impairment of investments in subsidiaries The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss. # d. Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. # Notes forming part of the Standalone Financial Statements # e. Provision for income tax and deferred tax assets The Company uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax."
+"A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # f. Provisions and contingent liabilities The Company estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Company uses significant judgements to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. # g. Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Company to use assumptions. These assumptions have been explained under employee benefits note. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # h. Leases The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. # 5) Recent Indian Accounting Standards (Ind AS) Ministry of Corporate Affairs (""MCA"") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020. # 6) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets # Notes forming part of the Standalone Financial Statements and liabilities are initially measured at fair value. within a business whose objective is to hold these Investment in subsidiaries Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. # Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method."
+"# Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost. # Derivative accounting The Company designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Board of Directors. The policies provide written principles on the use of such financial derivatives consistent. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Notes forming part of the Standalone Financial Statements with the risk management strategy of the Company. The hedge instruments are designated and documented as hedges at the inception of the contract. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in the fair value of the time value and intrinsic value of an option is recognised in the statement of other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit or loss. Any gain or loss is recognised immediately in statement of profit and loss when the hedge becomes ineffective. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and/or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition."
+"# Notes forming part of the Standalone Financial Statements # (a) Investments Investments consist of the following: # Investments - Non-current - Investment in subsidiaries - Fully paid equity shares (unquoted) - Investments designated at fair value through OCI - Fully paid equity shares (unquoted) - - Taj Air Limited Less: Impairment in value of investments # Investments - Current - Investments carried at fair value through profit or loss - Mutual fund units (quoted) - Mutual fund units (unquoted) - Investments carried at fair value through OCI - Government bonds and securities (quoted) - Corporate bonds (quoted) - Investments carried at amortised cost - Certificate of deposits (quoted) # Aggregate value of quoted and unquoted investments is as follows: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Aggregate value of quoted investments|25,686|28,217| |Aggregate value of unquoted investments (net of impairment)|2,189|2,252| |Aggregate market value of quoted investments|25,686|28,218| |Aggregate value of impairment of investments|19|19| # Market value of quoted investments carried at amortised cost is as follows: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Certificate of deposits|-|491| # Investment in subsidiaries |In numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2020|As at March 31, 2019| |---|---|---|---|---|---| |1,264|UYU|1|TCS Iberoamerica SA|461|461| |-|INR|10|APTOnline Limited|-|-| |24,290|EUR|1,300|Tata Consultancy Services Belgium|1|1| |-|EUR|1,000|Tata Consultancy Services Netherlands BV|403|403| TCS Annual Report 2019-20 Unconsolidated Financial Statements I 267 # Notes forming part of the Standalone Financial Statements |In numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2020|As at March 31, 2019| |---|---|---|---|---|---| |1,000|SEK|100|Tata Consultancy Services Sverige AB|19|19| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|2|2| |20,000|USD|10|Tata America International Corporation|453|453| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|19|19| |3,72,58,815|AUD|1|TCS FNS Pty Limited|212|212| |10,00,001|GBP|1|Diligenta Limited|429|429| |1,000|USD|-|Tata Consultancy Services Canada Inc.*|-|-| |100|CAD|70,653.61|Tata Consultancy Services Canada Inc.|31|31| |51,00,000|INR|10|C-Edge Technologies Limited|5|5| |8,90,000|INR|10|MP Online Limited|1|1| |1,40,00,000|ZAR|1|Tata Consultancy Services (Africa) (PTY) Ltd.|66|66| |18,89,005|INR|10|MahaOnline Limited|2|2| |-|QAR|-|Tata Consultancy Services Qatar S.S.C.|2|2| |In numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2020|As at March 31, 2019| |---|---|---|---|---|---| |16,00,01,000|USD|0.01|CMC Americas, Inc.|8|8| |10,00,000|INR|100|TCS e-Serve International Limited|10|10| |1,00,500|GBP|0.00001|W12 Studios Limited (w.e.f. October 31, 2018)|66|66| |10,00,000|INR|10|TCS Foundation|-|-| # Investments designated at fair value through OCI |In numbers|Currency|Face value per share|Investments|As at March 31, 2020|As at March 31, 2019| |---|---|---|---|---|---| |1,90,00,000|INR|10|Taj Air Limited|19|19| |Less : Impairment in value of investments| | | |(19)|(19)| | | | | |-|-| *Represents value less than `0.50 crore. # Notes forming part of the Standalone Financial Statements # The movement in fair value of investments carried / designated at fair value through OCI is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Balance at the beginning of the year|258|(18)| |Net gain / (loss) arising on revaluation of financial assets carried at fair value|-|(1)| |Net cumulative (gain) / loss reclassified to retained earnings on sale of financial assets carried at fair value|-|1| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|972|425| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(340)|(149)| |Net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|(14)|-| |Deferred tax relating to net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|6|-| |Balance at the end of the year|882|258| # (b) Trade receivables Trade receivables (unsecured) consist of the following: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Trade receivables - Non-current|656|569| |Less: Allowance for doubtful trade receivables|(582)|(474)| |Considered good|74|95| | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Trade receivables - Current|28,822|24,227| |Less: Allowance for doubtful trade receivables|(227)|(222)| |Considered good|28,595|24,005| | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Trade receivables|194|165| |Less: Allowance for doubtful trade receivables|(129)|(141)| |Credit impaired|65|24| |Total Trade receivables|28,660|24,029| Above balances of trade receivables include balances with related parties (Refer note 21). # Notes forming part of the Standalone Financial Statements # (c) Cash and cash equivalents Cash and cash equivalents consist of the following: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Balances with banks| | | |In current accounts|3,848|2,919| |In deposit accounts|4|406| |Cheques on hand*|-|2| |Cash on hand*|-|-| |Remittances in transit*|-|-| |Total|3,852|3,327| *Represents value less than `0.50 crore."
+"# (d) Other balances with banks Other balances with banks consist of the following: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Earmarked balances with banks|185|173| |Short-term bank deposits|787|5,400| |Total|972|5,573| Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends. # (e) Loans receivables Loans receivables (unsecured) consist of the following: # Loans receivables - Non-current |(` crore)|As at March 31, 2020|As at March 31, 2019| | |---|---|---|---| |Considered good|Loans and advances to employees|2|2| | |Total|2|2| # Loans receivables - Current |(` crore)|As at March 31, 2020|As at March 31, 2019| | |---|---|---|---| |Considered good|Inter-corporate deposits|7,044|6,750| |Loans and advances to employees|226|268| | |Credit impaired|Loans and advances to employees|14|61| |Less: Allowance on loans and advances to employees|(14)|(61)| | |Total|7,270|7,018| | Inter-corporate deposits placed with financial institutions yield fixed interest rate. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 270 # Notes forming part of the Standalone Financial Statements # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current - Security deposits - Others # Other financial assets - Current - Security deposits - Fair value of foreign exchange derivative assets - Interest receivable - Others # (g) Micro and small enterprises |(` crore)| | |As at March 31, 2020| | |As at March 31, 2019| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |(` crore)| |Principal|Interest|Principal|Interest| | | | | | |As at March 31, 2020|As at March 31, 2019|Amount due to vendor|-|-| |22|-| | | | | | |Principal amount paid (includes unpaid) beyond the appointed date| |140|2| |33| |-| | | | | | |Interest due and payable for the year|-|-|-|-| | | | | | | |Interest accrued and remaining unpaid (includes interest disallowable of NIL crore (March 31, 2019: `1 crore))| | | | | | |-|-|-|1| | |Total|624|565| | | | | | | | | Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. # (h) Other financial liabilities Other financial liabilities consist of the following: # Other financial liabilities - Non-current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Capital creditors|3|3| |Others|234|229| |Total|237|232| Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2020 and March 31, 2019, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by the tax authorities is payable to the seller. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 271 # Notes forming part of the Standalone Financial Statements # Other financial liabilities - Current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Accrued payroll|2,745|2,151| |Current maturities of finance lease obligations|-|6| |Unclaimed dividends|53|41| |Fair value of foreign exchange derivative liabilities|693|59| |Capital creditors|383|257| |Liabilities towards customer contracts|759|810| |Others|61|27| |Total|4,694|3,351| # (i) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2020 is as follows: |(` crore)|Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| | |---|---|---|---|---|---|---|---| |Financial assets|Cash and cash equivalents|-|-|-| |3,852|3,852| | |Bank deposits|-|-|-| |787|787| | |Earmarked balances with banks|-|-|-| |185|185| | |Investments (other than in subsidiary)|1,264|24,422|-|-|-|25,686| | |Trade receivables|-|-|-| |28,734|28,734| | |Unbilled receivables|-|-|-| |5,087|5,087| | |Loans receivables|-|-|-| |7,272|7,272| | |Other financial assets|-|-|146|279|1,647|2,072| |Total|1,264|24,422|146|279|47,564|73,675| | # Financial liabilities |(` crore)|Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| | | |---|---|---|---|---|---|---|---|---| |Trade payables|-|-|-| | | |8,734|8,734| |Lease liabilities|-|-|-| | | |6,110|6,110| |Other financial liabilities|-|-| |34| |659|4,238|4,931| |Total|-|-|34|659|19,082|19,775| | | Loans receivables include inter-corporate deposits of `7,044 crore, with original maturity period within 12 months."
+"# The carrying value of financial instruments by categories as at March 31, 2019 is as follows: |(` crore)|Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| | | | |---|---|---|---|---|---|---|---|---|---| |Financial assets|Cash and cash equivalents|-|-|-| | |3,327|3,327| | | |Bank deposits|-|-|-| | |5,400|5,400| | | |Earmarked balances with banks|-|-|-| | |173|173| | | |Investments (other than in subsidiary)|3,018|24,772|-|-| |490|28,280| | | |Trade receivables|-|-|-| | |24,124|24,124| | | |Unbilled receivables|-|-|-| | |4,776|4,776| | | |Loans receivables|-|-|-| | |7,020|7,020| | | |Other financial assets|-|-|237| |347|1,594|2,178| | |Total|3,018|24,772|237|347|46,904|75,278| | | | # Financial liabilities |(` crore)|Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Trade payables| |-|-|-| | | | |7,692|7,692| | |Lease liabilities| |-|-|-| | | | |33|33| | | |Other financial liabilities|-|-|-| | | |59|3,524|3,583| | |Total|-|-|-|59|11,249|11,308| | | | | | Loans receivables include inter-corporate deposits of `6,750 crore, with original maturity period within 24 months. Carrying amounts of cash and cash equivalents, trade receivables, unbilled receivables, loans receivables and trade payables as at March 31, 2020 and March 31, 2019 approximate the fair value. Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities subsequently measured at amortised cost is not significant in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is NIL and `491 crore as at March 31, 2020 and March 31, 2019, respectively. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 272 # Notes forming part of the Standalone Financial Statements # (j) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range."
+"File: AR_TCS_2019_2020-1-314.md The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are required): | |Level 1|Level 2|Level 3|Total| | |---|---|---|---|---|---| |As at March 31, 2020|(` crore)| | | | | |Financial assets|Mutual fund units|1,264|-|-|1,264| | |Equity shares|-|-|-|-| | |Government bonds and securities|24,290|-|-|24,290| | |Corporate bonds|132|-|-|132| | |Derivative financial assets|-|425|-|425| |Total|25,686|425|-|26,111| | |Financial liabilities|Derivative financial liabilities|-|693|-|693| |Total|-|693|-|693| | | |Level 1|Level 2|Level 3|Total| | |---|---|---|---|---|---| |As at March 31, 2019|(` crore)| | | | | |Financial assets|Mutual fund units|2,955|63|-|3,018| | |Equity shares|-|-|-|-| | |Government bonds and securities|23,566|-|-|23,566| | |Certificate of deposits|491|-|-|491| | |Corporate bonds|1,206|-|-|1,206| | |Derivative financial assets|-|584|-|584| |Total|28,218|647|-|28,865| | |Financial liabilities|Derivative financial liabilities|-|59|-|59| |Total|-|59|-|59| | # Reconciliation of Level 3 fair value measurement is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Balance at the beginning of the year|-|3| |Disposals during the year|-|(3)| |Impairment in value of investments|-|-| |Balance at the end of the year|-|-| # Notes forming part of the Standalone Financial Statements # (k) Derivative financial instruments and hedging activity The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| | | |---|---|---|---|---| | |Intrinsic value|Time value|Intrinsic value|Time value| |Balance at the beginning of the year|134|(30)|(2)|(69)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(449)|513|(488)|458| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|54|(38)|94|(25)| |Change in the fair value of effective portion of cash flow hedges|355|(565)|641|(414)| |Deferred tax on fair value of effective portion of cash flow hedges|(49)|52|(111)|20| |Balance at the end of the year|45|(68)|134|(30)| The Company has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2020 and 2019, the notional amount of outstanding contracts aggregated to `40,109 crore and `34,593 crore, respectively and the respective fair value of these contracts have a net loss of `380 crore and net gain of `288 crore. |Foreign currency|No. of contracts|Notional amount of contracts (` crore)|Fair value| |---|---|---|---| |US Dollar|55|1,420|20| |Great Britain Pound|71|384|59| |Euro|38|363|(31)| |Australian Dollar|26|192|48| |Canadian Dollar|19|104|16| Exchange loss of `451 crore and exchange gain of `405 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the standalone statement of profit and loss for the years ended March 31, 2020 and 2019, respectively. Net foreign exchange gains include loss of `64 crore and gain of `30 crore transferred from cash flow hedging reserve for the years ended March 31, 2020 and 2019, respectively. Net loss on derivative instruments of `23 crore recognised in cash flow hedging reserve as at March 31, 2020, is expected to be transferred to the statement of profit and loss by March 31, 2021. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2020. # Notes forming part of the Standalone Financial Statements Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies. | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |10% Appreciation of the underlying foreign currencies|(407)|(64)| |10% Depreciation of the underlying foreign currencies|1,261|1,370| # (l) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company. # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk."
+"* Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `265 crore for the year ended March 31, 2020. | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|4,002|274|329|1,595| |Net financial liabilities|(7,097)|(596)|(475)|(678)| # Notes forming part of the Standalone Financial Statements The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2019: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|4,431|275|837|1,203| |Net financial liabilities|(4,044)|(178)|(414)|(377)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in decrease / increase in the Company's profit before taxes by approximately `173 crore for the year ended March 31, 2019. # Impact of COVID-19 (Global pandemic) The Company basis their assessment believes that the probability of the occurrence of their forecasted transactions is not impacted by COVID-19 pandemic. The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness. The Company continues to believe that there is no impact on effectiveness of its hedges. # Interest rate risk The Company's investments are primarily in fixed rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk. # Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled receivables, loans receivables, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `7,044 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of `787 crore held with one Indian bank having high credit rating which is individually in excess of 10% or more of the Company's total bank deposits as at March 31, 2020. None of the other financial instruments of the Company result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `71,975 crore and `75,278 crore as at March 31, 2020 and 2019, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, unbilled receivables, loans receivables, contract assets and other financial assets. The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable, unbilled receivables and contract assets as at March 31, 2020 and March 31, 2019. # Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of) TCS Annual Report 2019-20 Unconsolidated Financial Statements I 276 # Notes forming part of the Standalone Financial Statements allowances), unbilled receivables and contract assets is as follows: # Significant financial liabilities as at: | |As at March 31, 2020| |As at March 31, 2019| | | | | | | |---|---|---|---|---|---|---|---|---|---| |Geographic concentration of trade receivables (gross and net of allowances), unbilled receivables and contract assets is allocated based on the location of the customers.|Gross%|Net%|Gross%|Net%| | | | | | |United States of America|47.95|48.96|49.42|50.53| | | | | | |India|14.45|12.80|16.45|14.87| | | | | | |United Kingdom|15.03|15.26|15.39|15.55| | | | | | # Allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2020 and 2019 was `125 crore and `187 crore, respectively."
+"The reconciliation of allowance for doubtful trade receivables is as follows: | |(` crore)|Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---|---| |Balance at the beginning of the year| |837|651| |Change during the year| |125|187| |Bad debts written off| |(40)|(3)| |Translation exchange difference| |16|2| |Balance at the end of the year| |938|837| # Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. # Financial liabilities |(` crore)|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|8,734|-|-|-|8,734| |Lease liabilities|1,261|1,099|2,638|3,507|8,505| |Other financial liabilities|4,001|10|227|-|4,238| |Total|13,996|1,109|2,865|3,507|21,477| # Derivative financial liabilities |(` crore)|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Total|693|-|-|-|693| # Overall Total |(` crore)|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Total|14,689|1,109|2,865|3,507|22,170| # Notes forming part of the Standalone Financial Statements # Other risk - Impact of COVID-19 Financial instruments carried at fair value as at March 31, 2020 is `26,111 crore and financial instruments carried at amortised cost as at March 31, 2020 is `45,864 crore. A significant part of the financial assets are classified as Level 1 having fair value of `25,686 crore as at March 31, 2020. The fair value of these assets is marked to an active market which factors the uncertainties arising out of COVID-19. The financial assets carried at fair value by the Company are mainly investments in liquid debt securities and accordingly, any material volatility is not expected. Financial assets of `4,824 crore as at March 31, 2020 carried at amortised cost is in the form of cash and cash equivalents, bank deposits and earmarked balances with banks where the Company has assessed the counterparty credit risk. Trade receivables of `28,734 crore as at March 31, 2020 forms a significant part of the financial assets carried at amortised cost, which is valued considering provision for allowance using expected credit loss method. In addition to the historical pattern of credit loss, we have considered the likelihood of increased credit risk and consequential default considering emerging situations due to COVID-19. This assessment is not based on any mathematical model but an assessment considering the nature of verticals, impact immediately seen in the demand outlook of these verticals and the financial strength of the customers in respect of whom amounts are receivable. The Company has specifically evaluated the potential impact with respect to customers in Retail, Travel, Transportation and Hospitality, Manufacturing and Energy verticals which could have an immediate impact and the rest which could have an impact with a lag. The Company closely monitors its customers who are going through financial stress and assesses actions such as change in payment terms, discounting of receivables with institutions on no-recourse basis, recognition of revenue on collection basis etc., depending on severity of each case. The same assessment is done in respect of unbilled receivables and contract assets of `8,573 crore as at March 31, 2020 while arriving at the level of provision that is required. Basis this assessment, the allowance for doubtful trade receivables of `938 crore as at March 31, 2020 is considered adequate. # (m) Equity instruments The authorised, issued, subscribed and fully paid-up share capital consist of the following: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Authorised|460,05,00,000 equity shares of `1 each|460| | |(March 31, 2019: 460,05,00,000 equity shares of `1 each)| | | |105,02,50,000 preference shares of `1 each|105| | |(March 31, 2019: 105,02,50,000 preference shares of `1 each)| | | | |565| |Issued, Subscribed and Fully paid up|375,23,84,706 equity shares of `1 each|375| | |(March 31, 2019: 375,23,84,706 equity shares of `1 each)| | | | |375| The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements."
+"TCS Annual Report 2019-20 Unconsolidated Financial Statements I 278 # Notes forming part of the Standalone Financial Statements In the previous year, the Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share in the previous year. The equity shares bought back were extinguished on September 26, 2018. # I. Reconciliation of number of shares | |As at March 31, 2020|As at March 31, 2019| | | | |---|---|---|---|---|---| |Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | | |Equity shares|Opening balance|375,23,84,706|375|191,42,87,591|191| |Issued during the year|-|-|191,42,87,591|192| | |Shares extinguished on buy-back|-|-|(7,61,90,476)|(8)| | |Closing balance|375,23,84,706|375|375,23,84,706|375| | # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III. Shares held by Holding Company, its Subsidiaries and Associates | |As at March 31, 2020|As at March 31, 2019| | |---|---|---|---| |Equity shares|Holding company|270,24,50,947 equity shares (March 31, 2019: 270,24,50,947 equity shares) are held by Tata Sons Private Limited|270| |Subsidiaries and Associates of Holding company|7,220 equity shares (March 31, 2019: 7,220 equity shares) are held by Tata Industries Limited*|-| | | |10,36,269 equity shares (March 31, 2019: 10,36,269 equity shares) are held by Tata Investment Corporation Limited*|-| | | |46,798 equity shares (March 31, 2019: 46,798 equity shares) are held by Tata Steel Limited*|-| | | |766 equity shares (March 31, 2019: 766 equity shares) are held by The Tata Power Company Limited*|-| | | | |270| | *Equity shares having value less than `0.50 crore. # Notes forming part of the Standalone Financial Statements # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2020|As at March 31, 2019| | |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|270,24,50,947|270,24,50,947| |% of shareholding|72.02%|72.02%| | # V. Equity shares movement during the 5 years preceding March 31, 2020 - Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. - Equity shares extinguished on buy-back The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. The Company bought back 5,61,40,350 equity shares for an aggregate amount of `16,000 crore being 2.85% of the total paid up equity share capital at `2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. - Equity shares allotted as fully-paid including equity shares fully paid pursuant to contract without payment being received in cash 1,16,99,962 equity shares issued to the shareholders of CMC Limited in terms of the scheme of amalgamation ('the Scheme') sanctioned by the High Court of Judicature at Bombay vide its Order dated August 14, 2015 and the High Court of Judicature at Hyderabad vide its Order dated July 20, 2015. # 7) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. # Company as a lessee The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components."
+"The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term. # Notes forming part of the Standalone Financial Statements or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss. The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term. # Company as a lessor At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract."
+"# Transition to Ind AS 116 Ministry of Corporate Affairs (""MCA"") through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 Leases which replaces the existing lease standard, Ind AS 17 Leases, and other interpretations. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees. The Company has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and applied the standard to its leases, retrospectively, with the TCS Annual Report 2019-20 Unconsolidated Financial Statements I 281 # Notes forming part of the Standalone Financial Statements cumulative effect of initially applying the standard, recognised on the date of initial application (April 1, 2019). Accordingly, the Company has not restated comparative information, instead, the cumulative effect of initially applying this standard has been recognised as an adjustment to the opening balance of retained earnings as on April 1, 2019. Refer note 2(f) - Significant accounting policies - Leases in the Annual report of the Company for the year ended March 31, 2019, for the policy as per Ind AS 17. # Company as a lessee # Operating leases For transition, the Company has elected not to apply the requirements of Ind AS 116 to leases which are expiring within 12 months from the date of transition by class of asset and leases for which the underlying asset is of low value on a lease-by-lease basis. The Company has also used the practical expedient provided by the standard when applying Ind AS 116 to leases previously classified as operating leases under Ind AS 17 and therefore, has not reassessed whether a contract, is or contains a lease, at the date of initial application, relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately before the date of initial application as an alternative to performing an impairment review, excluded initial direct costs from measuring the right-of-use asset at the date of initial application and used hindsight when determining the lease term if the contract contains options to extend or terminate the lease. The Company has used a single discount rate to a portfolio of leases with similar characteristics. File: AR_TCS_2019_2020-1-314.md On transition, the Company recognised a lease liability measured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carrying amount as if the standard had been applied since the commencement of the lease, but discounted using the lessee's incremental borrowing rate as at April 1, 2019. Accordingly, a right-of-use asset of `4,786 crore and a corresponding lease liability of `5,179 crore has been recognized. The cumulative effect on transition in retained earnings net off taxes is `330 crore (including a deferred tax of `147 crore). The principal portion of the lease payments have been disclosed under cash flow from financing activities. The lease payments for operating leases as per Ind AS 17 Leases, were earlier reported under cash flow from operating activities. The weighted average incremental borrowing rate of 7.80% has been applied to lease liabilities recognised in the balance sheet at the date of initial application. On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-of-use asset, and finance cost for interest accrued on lease liability. The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance leases reported as at March 31, 2019 compared to the lease liability as accounted as at April 1, 2019 is primarily due to inclusion of present value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease liabilities as per the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Company has chosen to apply the practical expedient as per the standard. # Finance lease The Company has leases that were classified as finance leases applying Ind AS 17. For such leases, the carrying amount of the right-of-use asset and the lease liability at the date of initial application of Ind AS 116 is the carrying amount of the lease asset and lease liability on the transition date as measured applying Ind AS 17. Accordingly, an amount of `25 crore has been reclassified from property, plant and equipment to right-of-use assets."
+"An amount of `6 crore has been reclassified from other current financial liabilities to lease liability - current and an amount of `33 crore has been reclassified from borrowings - non-current to lease liability - non-current. # Notes forming part of the Standalone Financial Statements # Company as a lessor The Company is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor, except for a sub-lease. The Company accounted for its leases in accordance with Ind AS 116 from the date of initial application. The Company does not have any significant impact on account of sub-lease on the application of this standard. # The details of the right-of-use asset held by the Company is as follows: | |Additions for year ended March 31, 2020|Net carrying amount as at March 31, 2020| |---|---|---| |Leasehold land|474|690| |Buildings|1,689|5,336| |Leasehold improvement|-|20| |Vehicles|-|2| |Total|2,163|6,048| # Depreciation on right-of-use assets is as follows: | |Year ended March 31, 2020| |---|---| |Leasehold land|4| |Buildings|837| |Leasehold improvement|5| |Vehicles|1| |Total|847| Interest on lease liabilities is `416 crore for the year ended March 31, 2020. The Company incurred `190 crore for the year ended March 31, 2020 towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `1,793 crore for the year ended March 31, 2020, including cash outflow for short term and low value leases. The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods as at March 31, 2020 is `457 crore. Lease contracts entered by the Company majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Company does not have any lease restrictions and commitment towards variable rent as per the contract. # Impact of COVID-19 The Company does not foresee any large-scale contraction in demand which could result in significant down-sizing of its employee base rendering the physical infrastructure redundant. The leases that the Company has entered with lessors towards properties used as delivery centers / sales offices are long term in nature and no changes in terms of those leases are expected due to the COVID-19. # Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual value are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. # Notes forming part of the Standalone Financial Statements |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Depreciation is not recorded on capital work-in-progress until construction and installation is complete and the asset is ready for its intended use."
+"TCS Annual Report 2019-20 Unconsolidated Financial Statements I 284 # Notes forming part of the Standalone Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2019|323|7,348|1,820|539|6,273|36|2,164|1,802|1,420|21,725| |Transition impact of Ind AS 116 (Refer note 7)|-|-|(61)|-|-|-|-|-|-|(61)| |Restated cost as at April 1, 2019|323|7,348|1,759|539|6,273|36|2,164|1,802|1,420|21,664| |Additions|-|287|188|128|1,190|5|174|98|130|2,200| |Disposals|-|(7)|(123)|-|(190)|(2)|(75)|(18)|(40)|(455)| |Cost as at March 31, 2020|323|7,628|1,824|667|7,273|39|2,263|1,882|1,510|23,409| |Accumulated depreciation as at April 1, 2019|-|(2,150)|(1,010)|(166)|(4,975)|(29)|(1,740)|(1,029)|(1,104)|(12,203)| |Transition impact of Ind AS 116 (Refer note 7)|-|-|36|-|-|-|-|-|-|36| |Restated accumulated depreciation as at April 1, 2019|-|(2,150)|(974)|(166)|(4,975)|(29)|(1,740)|(1,029)|(1,104)|(12,167)| |Depreciation for the year|-|(374)|(115)|(58)|(750)|(5)|(203)|(140)|(137)|(1,782)| |Disposals|-|6|47|-|189|2|75|17|39|375| |Accumulated depreciation as at March 31, 2020|-|(2,518)|(1,042)|(224)|(5,536)|(32)|(1,868)|(1,152)|(1,202)|(13,574)| |Net carrying amount as at March 31, 2020|323|5,110|782|443|1,737|7|395|730|308|9,835| # Additional Information |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office equipment|Electrical installations|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2018|327|7,026|1,702|489|5,695|32|2,038|1,711|1,308|20,328| |Additions|(4)|335|212|53|758|6|171|120|139|1,790| |Disposals|-|(13)|(94)|(3)|(180)|(2)|(45)|(29)|(27)|(393)| |Cost as at March 31, 2019|323|7,348|1,820|539|6,273|36|2,164|1,802|1,420|21,725| |Accumulated depreciation as at April 1, 2018|-|(1,792)|(970)|(116)|(4,526)|(26)|(1,572)|(910)|(986)|(10,898)| |Depreciation for the year|-|(368)|(134)|(52)|(626)|(4)|(213)|(142)|(145)|(1,684)| |Disposals|-|10|94|2|177|1|45|23|27|379| |Accumulated depreciation as at March 31, 2019|-|(2,150)|(1,010)|(166)|(4,975)|(29)|(1,740)|(1,029)|(1,104)|(12,203)| |Net carrying amount as at March 31, 2019|323|5,198|810|373|1,298|7|424|773|316|9,522| Net book value of leasehold improvements of `25 crore as at March 31, 2019 were under finance lease. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 285 # Notes forming part of the Standalone Financial Statements # (b) Intangible assets Intangible assets purchased are measured at cost as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences which are amortised over licence period which equates the economic useful life ranging between 2-5 years on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # Intangible assets consist of the following: |Rights under licensing agreement and software licences|(` crore)| |---|---| |Cost as at April 1, 2018|68| |Additions|161| |Disposals / Derecognised|-| |Cost as at March 31, 2019|229| |Accumulated amortisation as at April 1, 2018|(58)| |Amortisation for the year|(32)| |Disposals / Derecognised|-| |Accumulated amortisation as at March 31, 2019|(90)| |Net carrying amount as at March 31, 2019|139| The estimated amortisation for the years subsequent to March 31, 2020 is as follows: |Year ending March 31,|Amortisation expense (` crore)| |---|---| |2021|83| |2022|83| |2023|57| |2024|16| |Thereafter|-| Cost as at April 1, 2019: 229 Additions: 172 Disposals / Derecognised: - Cost as at March 31, 2020: 401 Accumulated amortisation as at April 1, 2019: (90) Amortisation for the year: (72) Disposals / Derecognised: - Accumulated amortisation as at March 31, 2020: (162) Net carrying amount as at March 31, 2020: 239 # Notes forming part of the Standalone Financial Statements # (c) Other assets # Other assets - Current Other assets consist of the following: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Considered good| | | |Contract assets|3,341|2,723| |Prepaid expenses|1,381|344| |Prepaid rent|4|35| |Contract fulfillment costs|396|468| |Advance to suppliers|75|79| |Advance to related parties|11|8| |Indirect taxes recoverable|1,131|962| |Other advances|114|123| |Others|85|51| |Considered doubtful| | | |Advance to suppliers|3|3| |Indirect taxes recoverable|2|2| |Other advances|3|3| |Less: Allowance on doubtful assets|(8)|(8)| | |6,538|4,793| # Advance to related parties, considered good comprise: |TCS e-Serve International Limited|-|7| |---|---|---| |The Titan Company Limited|3|1| |Tata AIG General Insurance Company Limited|-|1| |Tata AIA Life Insurance Company Limited|1|-| |Tata Sons Private Limited|7|-| *Represents value less than `0.50 crore. # Notes forming part of the Standalone Financial Statements Prepaid rent of `366 crore has been reclassified to right-of-use asset pursuant to transition to Ind AS 116. # (e) Provisions Provisions consist of the following: # Provisions - Current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Provision for foreseeable loss|199|150| |Other provisions|36|24| |Total|235|174| # (d) Inventories Inventories consists of a) Raw materials, sub-assemblies and components, b) Work-in-progress, c) Stores and spare parts and d) Finished goods."
+"Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Company includes direct material and labour cost and a proportion of manufacturing overheads. Inventories consist of the following: |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Raw materials, sub-assemblies and components|5|9| |Finished goods and work-in-progress*|-|-| |Stores and spares|-|1| |Total|5|10| *Represents value less than `0.50 crore. # (f) Other liabilities Other liabilities consist of the following: # Other liabilities - Non-current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Operating lease liabilities|-|358| # Other liabilities - Current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Advance received from customers|226|269| |Indirect taxes payable and other statutory liabilities|1,762|1,556| |Operating lease liabilities|2|47| |Others|58|70| |Total|2,048|1,942| Operating lease liability of `395 crore has been reclassified to retained earnings pursuant to transition to Ind AS 116. # Notes forming part of the Standalone Financial Statements # 9) Other equity |Other equity consist of the following:|As at March 31, 2020 (` crore)|As at March 31, 2019 (` crore)| |---|---|---| |(ix) Transfer from Special Economic Zone re-investment reserve|2,347|3,334| |Capital reserve#|-|-| |(i) Opening balance|8|106| |(ii) Transfer from retained earnings|-|8| |(iii) Issue of bonus shares*|-|(106)| | |8|8| |Special Economic Zone re-investment reserve| | | |(i) Opening balance|994|1,578| |(ii) Transfer from retained earnings|2,947|2,750| |(iii) Transfer to retained earnings|(2,347)|(3,334)| | |1,594|994| |Retained earnings| | | |(i) Opening balance|77,159|74,080| |(ii) Transition impact of Ind AS 116 (Refer note 7)|(330)|-| |(iii) Profit for the year|33,260|30,065| |(iv) Remeasurement of defined employee benefit plans|(323)|(14)| |(v) Utilised for buy-back of equity shares*|-|(15,992)| |(vi) Expense relating to buy-back of equity shares*|-|(45)| |(vii) Issue of bonus shares*|-|(86)| |(viii) Realised loss on equity shares carried at fair value through OCI|-|(1)| | | | | | |73,993|78,523| *Refer note 6(m). #Represents value less than `0.50 crore. # Notes forming part of the Standalone Financial Statements # 10) Revenue recognition The Company earns revenue primarily from providing IT services, consulting and business solutions. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight-lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system/software is delivered to the customer. In cases where implementation and/or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Company may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Company is acting as the principal or as an agent of the customer. The Company recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. Revenue from subsidiaries is recognised based on transaction price which is at arm's length. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation."
+"Such costs are amortised over the contractual period or useful life of licence whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there is billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and/or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new. # Notes forming part of the Standalone Financial Statements Revenue disaggregation by geography is as follows: | | | | | |(` crore)|Geography|Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---|---|---|---|---|---|---| | | | |Americas|74,882|71,554| | | | | | |Europe| |35,999|32,120| | | | | | |India| | |8,716|8,277| | | | | |Others| | |11,709|11,219| | | | |Total| | | |131,306|123,170| | | Geographical revenue is allocated based on the location of the customers. Information about major customers: No single customer represents 10% or more of the Company's total revenue during the year ended March 31, 2020 and March 31, 2019. While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is `94,910 crore out of which 48.31% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Notes forming part of the Standalone Financial Statements # Changes in contract assets are as follows: Balance at the beginning of the yearRevenue recognised during the yearInvoices raised during the yearTranslation exchange differenceBalance at the end of the year # Changes in unearned and deferred revenue are as follows: Balance at the beginning of the yearRevenue recognised that was included in the unearned and deferred revenue at the beginning of the yearIncrease due to invoicing during the year, excluding amounts recognised as revenue during the yearTranslation exchange differenceBalance at the end of the year # Reconciliation of revenue recognised with the contracted price is as follows: |(` crore)|(` crore)|Year ended March 31, 2020|Year ended March 31, 2019| | |---|---|---|---|---| |Contracted price|2,823|2,281|133,098|125,101| |Reductions towards variable consideration components|(1,792)|(1,931)| | | |Revenue recognised|11,514|9,578|(10,999)|(9,093)| |The reduction towards variable consideration comprises of volume discounts, service level credits, etc.| | | | | # Impact of COVID-19 |(` crore)|Year ended March 31, 2020|Year ended March 31, 2019| | |---|---|---|---| |2,466|1,711| | | |(1,934)|(1,648)| | | |2,240|2,418| | | |customers postponing their discretionary spend due to change in priorities| | | | The Company has assessed that customers in Retail, Travel, Transportation and Hospitality, Energy and Manufacturing verticals are more prone to immediate impact due to disruption in supply chain and drop in demand while customers in Banking, Financial Services and Insurance would re-prioritise their discretionary spend in immediate future to conserve resources and assess the impact that they would have due to dependence of revenues from the impacted verticals."
+"The Company has considered such impact to the extent known and available currently. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 292 # Notes forming part of the Standalone Financial Statements The Company has taken steps to assess the cost budgets required to complete its performance obligations in respect of fixed price contracts and incorporated the impact of likely delays/increased cost in meeting its obligations. Such impact could be in the form of provision for onerous contracts or re-setting of revenue recognition in fixed price contracts where revenue is recognised on percentage-completion basis. The Company has also assessed the impact of any delays and inability to meet contractual commitments and has taken actions such as engaging with the customers to agree on revised SLAs in light of current crisis, invoking of force-majeure clause etc., to ensure that revenue recognition in such cases reflect realisable values. # 11) Other Income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Interest income|3,197|2,651| |Dividend income|3,980|3,571| |Net gain on investments carried at fair value through profit or loss|183|416| |Net gain on sale of investments other than equity shares carried at fair value through OCI|14|-| |Net gain on disposal of property, plant and equipment|50|84| |Net foreign exchange gain / (loss)|632|844| |Rent income|2|7| |Other income|24|54| |Total|8,082|7,627| | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Interest income comprise:| | | |Interest on bank balances and bank deposits|479|157| |Interest on financial assets carried at amortised cost|531|506| |Interest on financial assets carried at fair value through OCI|1,878|1,838| |Other interest (including interest on tax refunds)|309|150| |Dividend income comprise:| | | |Dividends from subsidiaries|3,980|3,571| |Dividend from mutual fund units*|-|-| |*Represents value less than `0.50 crore.|*Represents value less than `0.50 crore.|*Represents value less than `0.50 crore.| # 12) Employee benefits Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 293 # Notes forming part of the Standalone Financial Statements The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Company provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees, which are treated as defined benefit plans. # Employee benefit expenses consist of the following: |(` crore)|Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Salaries, incentives and allowances|59,140|54,080| |Contributions to provident and other funds|4,020|3,665| |Staff welfare expenses|1,746|1,632| | |64,906|64,906| | |59,377|59,377| # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Gratuity liability|-|7| |Other employee benefit obligations|91|75| | |91|91| | |82|82| # Employee benefit obligations - Current |(` crore)|As at March 31, 2020|As at March 31, 2019| |---|---|---| |Compensated absences|2,034|1,756| |Other employee benefit obligations|23|20| | |2,057|2,057| | |1,776|1,776| # Notes forming part of the Standalone Financial Statements Employee benefit plans consist of the following: (* crore)* # Gratuity and pension File: AR_TCS_2019_2020-1-314.md In accordance with Indian law, the Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust."
+"# Change in plan assets | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Fair value of plan assets, beginning of the year|2,671|2,432| |Plan assumed on insourcing of employees|30|-| |Interest income|234|193| |Employers' contributions|766|171| |Benefits paid|(171)|(147)| |Remeasurement - return on plan assets excluding amount included in interest income|111|22| |Fair value of plan assets, end of the year|3,641|2,671| # Change in benefit obligations | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Benefit obligations, beginning of the year|2,678|2,307| |Plan assumed on insourcing of employees|30|-| |Service cost|357|289| |Interest cost|222|190| |Remeasurement of the net defined benefit liability|520|39| |Benefits paid|(171)|(147)| |Benefit obligations, end of the year|3,636|2,678| # Funded status | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Deficit of plan assets over obligations|-|(7)| |Surplus of plan assets over obligations|5|-| | |5|(7)| # Notes forming part of the Standalone Financial Statements |Category of assets|As at March 31, 2020 (` crore)|As at March 31, 2019 (` crore)| |---|---|---| |Corporate bonds|1,004|684| |Equity instruments|17|20| |Government bonds and securities|1,695|1,150| |Insurer managed funds|850|759| |Bank balances|-|6| |Others|75|52| |Total|3,641|2,671| # Net periodic gratuity cost, included in employee cost consists of the following components: | |Year ended March 31, 2020 (` crore)|Year ended March 31, 2019 (` crore)| |---|---|---| |Service cost|357|289| |Net interest on net defined benefit (asset) / liability|(12)|(3)| |Net periodic gratuity cost|345|286| # Actual return on plan assets | |Year ended March 31, 2020 (` crore)|Year ended March 31, 2019 (` crore)| |---|---|---| |Actual return on plan assets|345|215| # Remeasurement of the net defined benefit (asset) / liability: | |As at March 31, 2020 (` crore)|As at March 31, 2019 (` crore)| |---|---|---| |Actuarial (gains) and losses arising from changes in demographic assumptions|(5)|(17)| |Actuarial (gains) and losses arising from changes in financial assumptions|345|-| |Actuarial (gains) and losses arising from changes in experience adjustments|180|56| |Remeasurement of the net defined benefit liability|520|39| |Remeasurement - return on plan assets excluding amount included in interest income|(111)|(22)| |Total|409|17| # The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Discount rate|6.50%|7.75%| |Rate of increase in compensation levels of covered employees|6.00%|6.00%| |Rate of return on plan assets|6.50%|7.75%| |Weighted average duration of defined benefit obligations|8 Years|8 Years| # Notes forming part of the Standalone Financial Statements The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2020. The Company is expected to contribute `424 crore to defined benefit plan obligations funds for the year ending March 31, 2021. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2020|As at March 31, 2019|Year ending March 31, 2021| |---|---|---|---| |Increase of 0.50%|(151)|(100)|279| |Decrease of 0.50%|163|108|294| | | | |332| | | | |363| | | | |411| | | | |2,584| If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Increase of 0.50%|163|109| |Decrease of 0.50%|(152)|(102)| The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in the assumptions would occur in isolation of one another as some of the assumption may be correlated. Each year an Asset-Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. The defined benefit obligations shall mature after year ended March 31, 2020 as follows: |Year|Defined benefit obligations (` crore)| |---|---| |2021|279| |2022|294| |2023|332| |2024|363| |2025|411| |2026-2030|2,584| In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the investments and distribute the amounts entitled to employees."
+"This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. # Notes forming part of the Standalone Financial Statements The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in statement of profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. The details of fund and plan assets are given below: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Fair value of plan assets|17,072|14,555| |Present value of defined benefit obligations|(17,072)|(14,555)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Discount rate|6.50%|7.75%| |Average remaining tenure of investment portfolio|7.73 years|8.38 years| |Guaranteed rate of return|8.50%|8.65%| The Company contributed `1,035 crore and `856 crore for the years ended March 31, 2020 and 2019, respectively, to the provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. The Company recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. The Company contributed `248 crore and `232 crore for the years ended March 31, 2020 and 2019, respectively, to the Employees' Superannuation Fund. # Foreign defined contribution plan The Company contributed `549 crore and `475 crore for the years ended March 31, 2020 and 2019, respectively, towards foreign defined contribution plans. # Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivable and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # Notes forming part of the Standalone Financial Statements # (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Raw materials, sub-assemblies and components consumed|18|40| |Equipment and software licences purchased|1,578|1,963| |Finished goods and work-in-progress|1,596|2,003| |Opening stock*|-|-| |Less: Closing stock|(1)|-| *Represents value less than `0.50 crore. # (b) Other expenses Other expenses consist of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Fees to external consultants|13,916|12,259| |Facility expenses|2,175|3,275| |Travel expenses|2,569|2,718| |Communication expenses|985|837| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|132|188| |Other expenses|7,674|7,549| |Total|27,451|26,826| # (c) Research and development expenditure Research and development expenditure including capital expenditure aggregating `302 crore and `305 crore was incurred in the years ended March 31, 2020 and 2019, respectively. # (d) Corporate Social Responsibility (CSR) expenditure As per section 135 of the Companies Act, 2013, amount required to be spent by the Company during the year ended March 31, 2020 and 2019 is `600 crore and `542 crore, respectively, computed at 2% of its average net profit for the immediately preceding three financial years, on CSR. The Company incurred an amount of `602 crore and `434 crore during the years ended March 31, 2020 and 2019, respectively, towards CSR expenditure for purposes other than construction / acquisition of any asset."
+"# 14) Finance costs Finance costs consist of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Interest on lease liabilities|416|7| |Interest on tax matters|256|162| |Other interest costs|71|1| |Total|743|170| # Notes forming part of the Standalone Financial Statements # 15) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company and its branches in India and overseas. The current tax payable by the Company in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amounts. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 300 # Notes forming part of the Standalone Financial Statements # The income tax expense consists of the following: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Current tax| | | |Current tax expense for current year|8,440|8,672| |Current tax expense pertaining to prior years|572|1,271| |Total Current Tax|9,012|9,943| |Deferred tax| | | |Deferred tax expense for current year|1,168|697| |Deferred tax benefit pertaining to prior years|(1,449)|-| |Total Deferred Tax|(281)|697| |Total income tax expense recognised in current year|8,731|10,640| # The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Profit before taxes|41,991|40,705| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|14,673|14,224| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,856)|(4,735)| |Income exempt from tax|(14)|(21)| |Undistributed earnings in branches|(15)|299| |Tax on income at different rates|(300)|(403)| |Tax pertaining to prior years|(877)|1,271| |Others (net)|120|5| |Total income tax expense|8,731|10,640| The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations."
+"Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profit or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfillment of certain conditions. From April 1, 2011 profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT). # Notes forming part of the Standalone Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2020 are as follows: |Gross deferred tax assets and liabilities are as follows:|(` crore) As at March 31, 2020| | | |Assets|Liabilities|Net| |---|---|---|---|---|---|---|---| |Opening balance| | | | | | | | |Recognised in profit and loss| | | | | | | | |Recognised in other comprehensive income| | | | | | | | |Closing balance| | | | | | | | |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets| | | | |225|63|162| | | | | |Provision for employee benefits|468|-|468| | | | | |Cash flow hedges|7|-|7| | | | | |Receivables, financial assets at amortised cost|327|-|327| | | | | |MAT credit entitlement|1,049|-|1,049| | | | | |Branch profit tax|-|284|(284)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income| | | | |(483)|-|(483)| | | | | |Lease liabilities|308|-|308| | | | | |Others|318|-|318| | | | | |Total deferred tax assets / (liabilities)|2,219|347|1,872| *Opening balance of deferred tax on lease liabilities has been restated by `147 crore to give impact of transition to Ind AS 116 (Refer note 7). TCS Annual Report 2019-20 Unconsolidated Financial Statements I 302 # Notes forming part of the Standalone Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2019 are as follows: |(` crore)|Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Closing balance| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|67|30|-|97| |Provision for employee benefits|311|57|-|368| |Cash flow hedges|10|-|(22)|(12)| |Receivables, financial assets at amortised cost|238|46|-|284| |MAT credit entitlement|2,204|(1,047)|-|1,157| |Branch profit tax|(400)|101|-|(299)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|-|-|(149)|(149)| |Lease liabilities|80|8|-|88| |Others|117|108|-|225| |Total deferred tax assets / (liabilities)|2,626|(697)|(171)|1,758| # Gross deferred tax assets and liabilities are as follows: |(` crore)|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets|137|40|97| |Provision for employee benefits|368|-|368| |Cash flow hedges|(12)|-|(12)| |Receivables, financial assets at amortised cost|284|-|284| |MAT credit entitlement|1,157|-|1,157| |Branch profit tax|-|299|(299)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(149)|-|(149)| |Lease liabilities|88|-|88| |Others|224|-|224| |Total deferred tax assets / (liabilities)|2,097|339|1,758| Under the Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Accordingly, the Company has recognised a deferred tax asset of `1,049 crore. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 303 # Notes forming part of the Standalone Financial Statements # Direct tax contingencies The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. The Company has contingent liability in respect of demands from direct tax authorities in India and other jurisdictions, which are being contested by the Company on appeal amounting `1,453 crore and `1,501 crore as at March 31, 2020 and March 31, 2019 respectively. In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2020 and March 31, 2019, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in."
+"The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2017 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2016 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2017 and earlier. # 16) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented. | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Profit for the year (` crore)|33,260|30,065| |Weighted average number of equity shares|375,23,84,706|378,97,49,350| |Basic and diluted earnings per share (`)|88.64|79.34| |Face value per equity share (`)|1|1| # 17) Auditors remuneration | |Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Services as statutory auditors (including quarterly audits)|7|7| |Tax audit|1|1| |Services for tax matters|-*|-*| |Other services|4|4| |Re-imbursement of out-of-pocket expenses|1|-*| *Represents value less than `0.50 crore. # 18) Segment information The Company publishes the standalone financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. # 19) Commitments and Contingencies # Capital commitments The Company has contractually committed (net of advances) `1,272 crore and `1,258 crore as at March 31, 2020 and March 31, 2019, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters Refer note 15. - Indirect tax matters The Company has ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company has demands amounting to `464 crore and `325 crore as at March 31, 2020 and March 31, 2019, respectively from various indirect tax authorities which are being contested by the Company based on the management evaluation and on the advice of tax consultants. - Other claims Claims aggregating `133 crore and `96 crore as at March 31, 2020 and March 31, 2019, respectively, against the Company have not been acknowledged as debts. In addition to above in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin for alleged infringement of Epic's proprietary information. In April 2016, the Company received an unfavourable jury verdict awarding damages totalling `7,091 crore (US $940 million) to Epic. In September 2017, the Company received a Court order reducing the damages from `7,091 crore (US $940 million) to `3,168 crore (US $420 million) to Epic. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for `3,319 crore (US $440 million) as financial security in order to stay execution of the judgment pending post-judgment proceedings and appeal. Pursuant to reaffirmation of the Court order in March 2019, the Company has filed a notice of appeal in the superior Court to fully set aside the Order. Epic has also filed a cross appeal challenging the reduction by the trial judge of `754 crore (US $100 million) award and `1,509 crore (US $200 million) in punitive damages. The Company has received legal advice to the effect that the order and the reduced damages awarded are not supported by evidence presented during the trial. - Bank guarantees and letter of comfort The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The Company has provided guarantees to third parties on behalf of its subsidiaries. The Company does not expect any outflow of resources in respect of the above. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties."
+"# 20) Social Security Code, 2019 The proposed Social Security Code, 2019, when promulgated, would subsume labour laws including Employees' Provident Funds and Miscellaneous Provisions Act and amend the definition of wages on which the organisation and its employees are to contribute towards Provident Fund. The Company believes that there will be no significant impact on its contributions to Provident Fund due to the proposed amendments. Additionally, there is uncertainty and ambiguity in interpreting and giving effect to the guidelines of Hon. Supreme Court vide its ruling in February 2019, in relation to the scope of compensation on which the organisation and its employees are to contribute towards Provident Fund. The Company will evaluate its position and act, as clarity emerges. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 305 # Notes forming part of the Standalone Financial Statements # 21) Related party transactions The Company's principal related parties consist of its holding company, Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enter into transactions in the ordinary course of business. Refer note 21 of consolidated financial statement for list of subsidiaries of the Company. Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue|31|16,998|409|1,859|-|19,297| |Dividend income|-|3,979|-|-|-|3,979| |Rent income*|-|-|-|-|-|-| |Other income|-|39|-|-|-|39| |Purchases of goods and services (including reimbursements)|1|8,943|550|448|-|9,942| |Brand equity contribution|100|-|-|-|-|100| File: AR_TCS_2019_2020-1-314.md |Facility expenses|-|28|2|1|-|31| |Lease rental|2|-|68|26|-|96| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|1|-|-|1|-|2| |Contribution and advance to post employment benefit plans|-|-|-|-|2,684|2,684| |Purchase of property, plant and equipment|-|-|219|110|-|329| |Loans and advances given|-|1|4|85|-|90| |Loans and advances recovered|-|7|3|30|-|40| |Dividend paid|22,971|-|9|-|-|22,980| |Guarantees given|-|2|-|-|-|2| |Cost recovery|-|2,998|-|-|-|2,998| *Represents value less than `0.50 crore. # Notes forming part of the Standalone Financial Statements |(` crore)| | | |Year ended March 31, 2019| | | | | | | |---|---|---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| | | | | |Total| |Revenue|27|15,999|266| | | |2,215| |-|18,507| |Dividend income|-|3,571|-|-|-|3,571| | | | | |Rent income|-|7|-|-|-|7| | | | | |Other income|-|38|-|-|-|38| | | | | |Purchases of goods and services (including reimbursements)|1|8,178|415| | | |369| |-|8,963| |Brand equity contribution|101|-|-|-|-|101| | | | | |Facility expense|1|-|37| | | |15|-| |53| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|(7)|-|-|(7)| | | | | |Contribution and advance to post employment benefit plans|-|-|-|-| | | | |816|816| |Purchase of property, plant and equipment|-|-|2| | | |48|-| |50| |Loans and advances given|-|6|2| | | |1|-| |9| |Loans and advances recovered|-|1|-| | | |3|-| |4| |Dividend paid|7,254|-|3|-|-| | | | |7,257| |Guarantees given|-|13|-|-|-|13| | | | | |Buy-back of shares|10,455|-|4|-|-| | | | |10,459| |Cost recovery|-|2,302|-|-|-|2,302| | | | | |Issue of bonus shares|-|-|-|-|-|-| | | | | 1Refer note 6(m)."
+"# Notes forming part of the Standalone Financial Statements # Material related party transactions are as follows: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Tata Consultancy Services Sverige AB|1,713|1,657| |Tata Consultancy Services Canada Inc.|1,934|1,919| |Tata Consultancy Services Deutschland GmbH|2,020|1,924| |Tata Consultancy Services Netherlands BV|3,364|2,449| |Jaguar Land Rover Limited|1,142|651| |Jaguar Cars Limited (dormant)|9|671| # Purchases of goods and services (including reimbursements) | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Tata America International Corporation|3,416|3,898| |Tata Consultancy Services De Mexico S.A.,De C.V.|1,414|1,314| |TCS Foundation|552|91| # Dividend income | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Tata America International Corporation|1,752|2,747| |Tata Consultancy Services Canada Inc.|694|236| # Material related party balances are as follows: | |As at March 31, 2020|As at March 31, 2019| |---|---|---| |Trade receivables| | | |Tata America International Corporation|98|627| |Tata Consultancy Services Sverige AB|650|362| |Tata Consultancy Services France SA|900|710| |Tata Consultancy Services Netherlands BV|727|233| |Tata Consultancy Services Asia Pacific Pte Ltd.|635|245| |Jaguar Land Rover Limited|209|362| |Trade payables| | | |Tata America International Corporation|1,314|1,413| |Tata Consultancy Services De Mexico S.A.,De C.V.|402|284| |Unbilled receivables and contract assets| | | |Diligenta Limited|311|173| # Notes forming part of the Standalone Financial Statements # Balances receivable from related parties are as follows: | | | | | | | | | | |(` crore)| |---|---|---|---|---|---|---|---|---|---|---| | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| | | | |Total| |As at March 31, 2020| |4| |6,582|223| |449| |-|7,258| |Trade receivables, unbilled receivables and contract assets| |10| |62|30| |65| |-|167| | | |14| |6,644|253| |514| |-|7,425| | | | | | | | | | |(` crore)| | |---|---|---|---|---|---|---|---|---|---|---| | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| | | |Total| | |As at March 31, 2019| |6| |4,332|97| |644| |-|5,079| |Trade receivables, unbilled receivables and contract assets| |2| |6|28|6| | |-|42| | | |8| |4,338|125| |650| |-|5,121| TCS Annual Report 2019-20 Unconsolidated Financial Statements I 309 # Notes forming part of the Standalone Financial Statements # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2020|93|4,152|245|215|-|4,705| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| | | | | | | |Commitments and guarantees|-|4,302|11|367|-|4,680| | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2019|91|3,195|102|129|-|3,517| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| | | | | | | |Commitments and guarantees|-|4,263|14|53|-|4,330| TCS Annual Report 2019-20 Unconsolidated Financial Statements I 310 # Notes forming part of the Standalone Financial Statements Transactions with key management personnel are as follows: |(` crore)|Year ended March 31, 2020|Year ended March 31, 2019| |---|---|---| |Short-term benefits|28|33| |Dividend paid during the year|2|1| | |30|34| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. 22) The sitting fees and commission paid to non-executive directors is `9 crore and `12 crore as at March 31, 2020 and 2019, respectively. Dividends declared by the Company are based on the profit available for distribution. On April 16, 2020, the Board of Directors of the Company have proposed a final dividend of `6 per share in respect of the year ended March 31, 2020 subject to the approval of shareholders at the Annual General Meeting. The proposal is subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `2,251 crore. As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP N Chandrasekaran Rajesh Gopinathan Keki M Mistry Chartered Accountants Chairman CEO and Managing Director Director Firm's registration no: 101248W/W-100022 Yezdi Nagporewalla V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 049265 # 23) Subsequent event Dividends paid during the year ended March 31, 2020 include an amount of `18 per equity share towards final dividend for the year ended March 31, 2019 and an amount of `67 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2020. Dividends paid during the year ended March 31, 2019. TCS Annual Report 2019-20 Unconsolidated Financial Statements I 311 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the subsidiary company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting currency|Exchange rate|Share capital|Reserves and surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before tax|Provision for tax|Profit after tax|Proposed dividend|% of shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APTOnline Limited|August 9, 2004|April 1, 2019|March 31, 2020|INR|1.000000|2|101|164|61|26|180|42|11|31|-|89%|India| |2|MP Online Limited|September 8, 2006|April 1, 2019|March 31, 2020|INR|1.000000|1|98|137|38|15|70|24|7|17|-|89%|India| |3|C-Edge Technologies Limited|January 19, 2006|April 1, 2019|March 31, 2020|INR|1.000000|10|236|331|85|-|294|108|27|81|-|51%|India| |4|MahaOnline Limited|September 23, 2010|April 1, 2019|March 31, 2020|INR|1.000000|3|76|161|82|38|88|29|7|22|-|74%|India| |5|CMC Americas, Inc.|August 9, 2004|April 1, 2019|March 31, 2020|USD|75.435000|12|15|61|34|-|113|44|18|26|-|100%|U.S.A.| |6|TCS e-Serve International Limited|December 31, 2008|April 1, 2019|March 31, 2020|INR|1.000000|10|9|512|493|12|1,231|(141)|(15)|(126)|-|100%|India| |7|TCS e-Serve America, Inc.|February 10, 2009|January 1, 2019|December 31, 2019|USD|75.435000|2|83|177|92|-|285|38|12|26|-|100%|U.S.A.| |8|Diligenta Limited|August 23, 2005|January 1, 2019|December 31, 2019|GBP|93.071718|9|1,082|2,224|1,133|270|3,666|370|77|293|-|100%|U.K.| |9|Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2019|March 31, 2020|CAD|53.231953|38|593|1,712|1,081|-|5,686|672|180|492|-|100%|Canada| |10|Tata America International Corporation|August 9, 2004|April 1, 2019|March 31, 2020|USD|75.435000|2|1,555|3,098|1,541|35|3,735|1,268|347|921|-|100%|U.S.A.| |11|Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2019|March 31, 2020|USD|75.435000|33|643|1,725|1,049|816|2,243|266|32|234|-|100%|Singapore| |12|Tata Consultancy Services (China) Co., Ltd.|November 16, 2006|January 1, 2019|December 31, 2019|CNY|10.631985|215|(46)|286|117|-|699|(12)|-|(12)|-|93.2%|China| |13|Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2019|March 31, 2020|JPY|0.696184|301|1,059|2,786|1,426|-|5,340|292|93|199|-|66%|Japan| |14|Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2019|March 31, 2020|MYR|17.552003|4|83|207|120|-|438|(9)|-|(9)|-|100%|Malaysia| |15|PT Tata Consultancy Services Indonesia|October 5, 2006|April 1, 2019|March 31, 2020|IDR|0.004609|-|26|66|40|-|69|17|5|12|-|100%|Indonesia| |16|Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2019|March 31, 2020|PHP|1.485526|(41)|205|477|313|-|647|15|3|12|-|100%|Philippines| # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the subsidiary company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting currency|Exchange rate|Share capital|Reserves and surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before tax|Provision for tax|Profit after tax|Proposed dividend|% of shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |17|Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2019|March 31, 2020|THB|2.306916|2|10|30|18|-|73|16|3|13|-|100%|Thailand| |18|Tata Consultancy Services Belgium|August 9, 2004|April 1, 2019|March 31, 2020|EUR|83.023789|2|331|964|631|-|1,998|144|49|95|-|100%|Belgium| |19|Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2019|March 31, 2020|EUR|83.023789|1|469|2,003|1,533|-|4,844|281|83|198|-|100%|Germany| |20|Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2019|March 31, 2020|SEK|7.477993|-|539|1,495|956|-|3,279|100|22|78|-|100%|Sweden| |21|Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2019|March 31, 2020|EUR|83.023789|548|2,202|4,176|1,426|1,592|5,340|(373)|79|(452)|-|100%|Netherlands| |22|TCS Italia s.r.l.|August 9, 2004|April 1, 2019|March 31, 2020|EUR|83.023789|18|12|266|236|-|440|19|11|8|-|100%|Italy| |23|Tata Consultancy Services Luxembourg S.A.|October 28, 2005|April 1, 2019|March 31, 2020|EUR|83.023789|46|75|263|142|-|519|76|22|54|-|100%|Capellen (G.D. de Luxembourg)| |24|Tata Consultancy Services Switzerland Ltd.|October 31, 2006|April 1, 2019|March 31, 2020|CHF|78.406611|12|379|1,171|780|-|2,776|217|39|178|-|100%|Switzerland| |25|Tata Consultancy Services Osterreich GmbH|March 9, 2012|April 1, 2019|March 31, 2020|EUR|83.023789|-|5|38|33|-|39|-|-|-|-|100%|Austria| |26|Tata Consultancy Services Danmark ApS|March 16, 2012|April 1, 2019|March 31, 2020|DKK|11.117743|1|4|25|20|-|35|1|-|1|-|100%|Denmark| |27|Tata Consultancy Services De Espana S.A.|August 9, 2004|April 1, 2019|March 31, 2020|EUR|83.023789|-|39|197|158|-|384|12|-|12|-|100%|Spain| |28|Tata Consultancy Services (Portugal) Unipessoal, Limitada|July 4, 2005|April 1, 2019|March 31, 2020|EUR|83.023789|-|-|22|22|-|24|3|-|3|-|100%|Portugal| |29|Tata Consultancy Services France SA|June 28, 2013|April 1, 2019|March 31, 2020|EUR|83.023789|4|(408)|1,335|1,739|-|1,936|16|17|(1)|-|100%|France| |30|Tata Consultancy Services Saudi Arabia|July 2, 2015|April 1, 2019|March 31, 2020|SAR|20.049702|8|242|299|49|-|390|76|15|61|-|76%|Saudi Arabia| |31|Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|April 1, 2019|March 31, 2020|ZAR|4.193326|6|39|45|-|45|-|28|-|28|-|100%|South Africa| TCS Annual Report 2019-20 Unconsolidated Financial Statements I 313 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the subsidiary company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting currency|Exchange rate|Share capital|Reserves and surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before tax|Provision for tax|Profit after tax|Proposed dividend|% of shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |32|Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|April 1, 2019|March 31, 2020|ZAR|4.193326|8|58|301|235|-|737|34|10|24|-|100%|South Africa| |33|TCS FNS Pty Limited|October 17, 2005|April 1, 2019|March 31, 2020|AUD|46.709352|174|(53)|121|-|1|-|70|-|70|-|100%|Australia| |34|TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|January 1, 2019|December 31, 2019|CNY|10.631985|39|(13)|64|38|-|73|9|-|9|-|100%|China| |35|TCS Financial Solutions Australia Holdings Pty Limited|October 19, 2005|April 1, 2019|March 31, 2020|AUD|46.709352|-|-|-|-|-|70|-|70|-|-|Australia| | |36|TCS Financial Solutions Australia Pty Limited|October 19, 2005|April 1, 2019|March 31, 2020|AUD|46.709352|-|100|143|43|34|70|62|16|46|-|100%|Australia| |37|TCS Iberoamerica SA|August 9, 2004|April 1, 2019|March 31, 2020|USD|75.435000|742|876|1,632|14|1,631|-|418|25|393|-|100%|Uruguay| |38|TCS Solution Center S.A.|August 9, 2004|April 1, 2019|March 31, 2020|UYU|1.724504|62|188|411|161|-|691|136|34|102|-|100%|Uruguay| |39|Tata Consultancy Services Argentina S.A.|August 9, 2004|April 1, 2019|March 31, 2020|ARS|1.171760|6|-|40|34|-|43|(8)|-|(8)|-|100%|Argentina| |40|Tata Consultancy Services Do Brasil Ltda|August 9, 2004|January 1, 2019|December 31, 2019|BRL|14.522091|255|(103)|434|282|-|641|20|(5)|25|-|100%|Brazil| |41|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2019|December 31, 2019|MXN|3.138809|1|721|1,171|449|-|1,877|257|94|163|-|100%|Mexico| |42|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2019|December 31, 2019|CLP|0.088034|150|202|514|162|59|534|28|12|16|-|100%|Chile| |43|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2019|December 31, 2019|CLP|0.088034|135|150|302|17|283|28|78|1|77|-|100%|Chile| |44|TATASOLUTION CENTER S.A.|December 28, 2006|January 1, 2019|December 31, 2019|USD|75.435000|23|36|157|98|-|485|(10)|14|(24)|-|100%|Ecuador| |45|TCS Uruguay S.A.|January 1, 2010|April 1, 2019|March 31, 2020|UYU|1.724504|-|91|178|87|-|358|126|12|114|-|100%|Uruguay| |46|MGDC S.C.|January 1, 2010|January 1, 2019|December 31, 2019|MXN|3.138809|-|168|354|186|-|985|26|23|3|-|100%|Mexico| |47|Technology Outsourcing S.A.C.|October 30, 2015|January 1, 2019|December 31, 2019|PEN|21.955585|12|8|33|13|-|75|8|-|8|-|100%|Peru| TCS Annual Report 2019-20 Unconsolidated Financial Statements I 314 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the subsidiary company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting currency|Exchange rate|Share capital|Reserves and surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before tax|Provision for tax|Profit after tax|Proposed dividend|% of shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |48|Tata Consultancy Services Qatar S.S.C.|December 20, 2011|April 1, 2019|March 31, 2020|QAR|20.415426|4|28|66|34|-|76|15|2|13|-|100%|Qatar| |49|W12 Studios Limited|October 31, 2018|June 1, 2019|May 31, 2020|GBP|93.071718|-|26|27|1|-|3|3|1|2|-|100%|U.K.| |50|TCS Business Services GmbH|March 9, 2020|April 1, 2019|March 31, 2020|EUR|83.023789|-|-|-|-|-|-|-|-|-|-|100%|Germany| |51|TCS Foundation|March 25, 2015|April 1, 2019|March 31, 2020|INR|1.000000|1|994|999|4|53|-|282|-|282|-|100%|India| # Notes: 1. Indian Rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2020. 2. TCS Financial Solutions Australia Holdings Pty Limited liquidated w.e.f. January 29, 2020. 3. TCS Business Services GmbH was acquired w.e.f. March 9, 2020. # For and on behalf of the Board N Chandrasekaran Chairman Rajesh Gopinathan CEO and Managing Director Keki M Mistry Director V Ramakrishnan CFO Rajendra Moholkar Company Secretary Mumbai, April 16, 2020 # TCS Annual Report 2019-20 Unconsolidated Financial Statements I 315 # Glossary 5G Fifth generation wireless technology is expected to be much faster and enable much higher volumes of data sharing than earlier generations of cellular networks. Its massive capacity and ultra-low latency are expected to usher in an era of hyper-connectivity, enabling newer use cases such as autonomous cars, and accelerating the adoption of IoT. AgilityDebt™ AgilityDebt™ is a simple index for digital cellular networks, developed by TCS, which uniquely indicates the burden carried by an organization that restricts its Agility. The index is arrived at based on a holistic Agile maturity assessment framework that measures the gap against required Agile talent, roles, team composition, delivery practices, Agile culture, Agile technology and DevOps enablers. TCS uses AgilityDebt™ to assess where the customer's teams are in the Agile journey, find the bottlenecks, and accelerate their Agile transformations. ADM See Application Development and Maintenance. Agile A collaborative approach for IT and business teams to develop software incrementally and faster. TCS has pioneered the Location Independent Agile™ model that allows for deployment at scale, and helps globally distributed organizations execute large transformational programs quickly, while ensuring stability and quality. Agile Workspaces These are key enablers of TCS' Location Independent Agile model, and represent the next generation work environment that facilitates greater collaboration among teams. It is characterized by partition-less open offices, informal seating, interactive surfaces for information capture, and modern collaboration devices for increased productivity. AI See Artificial Intelligence."
+"TCS Annual Report 2019-20 # TCS Annual Report 2019-20 # Glossary |Algo Retail™|TCS' proprietary approach and suite of intellectual property that enables retailers to seamlessly integrate and orchestrate data flows across the retail value chain, harnessing the power of analytics, AI and machine learning in the areas of personalization, pricing optimization, marketing, online search and commerce to unlock exponential business value.| |---|---| |Artificial Intelligence|Technology that emulates human performance by learning, coming to its own conclusions, understanding complex content, engaging in natural dialogs with people, augmenting human effort or replacing people on execution of non-routine tasks. Also known as Cognitive Computing.| |ASEAN|Acronym for Association of Southeast Asian Nations| |Assets Under Custody|A measure of the total assets for which a financial institution, typically a custodian bank, provides custodian services.| |Amortization|An accounting concept similar to depreciation, but used to measure the consumption of intangible assets.| |Analytics|In the enterprise context, this is the discovery, interpretation, and communication of meaningful patterns in business data to predict and improve business performance.| |AUC|See Assets Under Custody| |Attrition|Measures what portion of the workforce left the organization (voluntarily and involuntarily) over the last 12 months (LTM).| |Attrition (LTM)|Total number of departures in the LTM / closing headcount| |APAC|Acronym for Asia Pacific| |API|See Application Programming Interface| |Augmented Reality|Technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction.| |APIfication|The process of exposing a discrete business function or data within an enterprise's systems through APIs.| |Application Development and Maintenance|Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software over its lifetime.| |Application Programming Interface|A set of easily accessible protocols for communication among various software components.| |AR|See Augmented Reality| |Basis Point|One hundredth of a percentage point, that is, 0.01 percent.| |BFSI|Acronym for Banking, Financial Services and Insurance| # TCS Annual Report 2019-20 # Glossary |Big Data|A high volume, high velocity, and/or high variety information asset that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization.| |---|---| |Business Process Services|Designing, enabling, and executing business operations including data management, analytics, interactions and experience management.| |Buyback|A corporate action in which a company returns excess cash to shareholders by buying back its shares from them and usually extinguishing those shares thereafter. The company's equity share capital and the number of shares outstanding in the market correspondingly reduces.| |Blockchain|A distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision.| |Bp|See Basis Point| |CAGR|See Compounded Annual Growth Rate| |BPaaS|See Business Process as a Service| |BPS|See Business Process Services| |Business 4.0|TCS' thought leadership framework that helps enterprises leverage technology to further their growth and transformation agenda. Successful Business 4.0 enterprises use technology to deliver mass personalization, leverage ecosystems, embrace risk and create exponential value. Such enterprises are agile, intelligent, automated and on the cloud.| |Capital Expenditure (CapEx)|Funds used by a company to acquire, upgrade, and maintain physical assets such as property, buildings, an industrial plant, technology, or equipment.| |Cash and Cash Equivalents|Cash comprises cash on hand and demand / time / fixed deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.| |Cash Flow|Inflows and outflows of cash and cash equivalents.| |Cash Flow from Operating Activities|Primarily derived from the principal revenue producing activities. Therefore, they generally result from the transactions and other events that enter into the determination of profit or loss.| |CBO|See Cognitive Business Operations| |CC|See Constant Currency| # TCS Annual Report 2019-20 # Glossary |Chatbots|Computer programs designed to simulate conversation with human users, especially over the internet."
+"They are typically used in dialog systems for various practical purposes like customer service or information acquisition.| |---|---| |Compounded Annual Growth Rate (CAGR)|The annual growth rate between any two points in time, assuming that it has been compounding during that period.| |Connected Clinical Trials (CCT) Platform|Part of the TCS ADD suite, CCT is an innovative software-as-a-service platform that enables life sciences companies to significantly transform patient engagement in clinical trials and improve adherence to protocols, as well as the efficiency and accountability of clinical trials.| |Cloud|See Cloud Computing| |Cloud Computing|The delivery of easily provisionable computing resources - servers, storage, databases, networking, software, analytics and more - over the internet, consumed on a pay-as-you-go basis.| |Constant Currency|The basis for restating the current period's revenue growth after eliminating the impact of movements in exchange rates during the period.| |CMT|Acronym for Communication, Media and Technology| |Cognitive Automation|The use of AI and machine learning to automate relatively more complex tasks that require reasoning capability and contextual awareness. TCS' ignio™ a leading cognitive automation software product in the market today.| |Contextual Knowledge|This is tacit knowledge pertaining to, and specific to, the granular nuances of a customer's business and IT landscape, acquired on the job over a period of time. TCS teams use their contextual knowledge to design technology solutions that are uniquely tailored for that customer, and therefore, a potential source of competitive differentiation.| |Cognitive Business Operations (CBO)|An integrated offering where TCS takes responsibility for the outcome of an entire slice of the customers' operations including the business processes and the underlying IT infrastructure, and uses cognitive automation to transform that operational stack.| |CPG|Acronym for Consumer Packaged Goods| |Core Banking System|A back-end system that processes daily banking transactions and posts updates to accounts and other financial records; typically includes deposit, loan and credit processing capabilities, with interfaces to general ledger systems and reporting tools.| |Cognitive Computing|See Artificial Intelligence| |COIN|See Co-Innovation Network| |Co-Innovation Network|This is an extended, global innovation ecosystem curated by TCS, to harness the innovation efforts of start-ups and academia, and incorporate them into transformational solutions built by TCS for its customers.| # TCS Annual Report 2019-20 # Glossary # Core Transformation Modernization initiatives that target the one or more elements of the organization's operations stack consisting of business processes, software systems and underlying infrastructure, usually to enable greater agility, scalability, resilience and a superior customer experience. These are typically large in scale and scope, and entail the integrated delivery of multiple capabilities. # Digital Twin A digital replica of a physical entity. For instance, a digital twin of a factory is a virtual model of the factory built using its data, process, people information. Impact of any change in a process in the real factory can be studied by simulating the change in the digital twin. # Discretionary Spend Also known as Change the Business (CTB) spend, it is that portion of the IT budget which is used to fund projects that are not, strictly speaking, essential for day to day operations, but are more transformational in nature. In uncertain economic times, when businesses are forced to cut spends in response to decline in income, discretionary spend is often the first to be scrutinized. However, what is considered discretionary is subjective and may differ considerably amongst businesses even within the same sector. # Days' Sales Outstanding (DSO) A popular way of depicting the Trade Receivable relative to the company's Revenue. DSO = Trade Receivable * 365 / LTM Revenue # Depreciation A method of allocating the cost of a tangible long-term asset over its useful life. It is a non-cash accounting entry found in the statement of profit and loss. # Dividend One form of distribution of profits earned by the Company and is usually declared as an amount per equity share held by the Shareholders. TCS has a policy of declaring quarterly interim dividends and the final dividend is approved by the shareholders in the Annual General Meeting. # DevOps Represents a new way of working to rapidly deploy new releases of a software in production using high levels of automation and tooling. TCS recommends adoption of DevOps, along with Agile for speed to market. # Earnings Per Share The amount of that period's Net Income attributable to a single share after deducting any preference dividend and related taxes."
+"EPS = [Net profit attributable to Shareholders of the Company - Preference dividend, if any] / Weighted average number of equity shares outstanding during the period # TCS Annual Report 2019-20 # Glossary |Edge Computing|Computing and storage that is located on servers on the edge of the network, in close proximity to the users, but not through an on-premise data center; usually reserved for low latency use cases.| |---|---| |Effective Tax Rate|The proportion of the Profit Before Tax that is provided towards income taxes.| |ETR = Tax expense / Profit Before Tax| | |Engineering and Industrial Services|Consists of next generation product engineering, manufacturing operations transformation, services transformation, embedded software and Internet of Things.| |Enterprise Agile|The adoption of Agile methods across all the business functions of the enterprise, designed to empower employees, foster collaboration and drive a culture of continuous innovation at scale.| |EPS|See Earnings Per Share| |ETR|See Effective Tax rate| |Fair Value|The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.| |Fintech|Businesses that use technology to make financial services more efficient. Some fintech developments have improved traditional services, for example mobile banking apps, while others have revolutionized services such as pay per mile car insurance, or created new products, such as Bitcoin.| |Free Cash Flow|Represents the cash a company generates through its operations, less the capital expenditure.| |Free cash flow = Cash flow from operating activities - Capital expenditure| | # TCS Annual Report 2019-20 # Glossary |Furlough|A temporary cessation of work without pay for the employees, usually implemented by organizations facing under difficult economic conditions, and in lieu of laying off employees.| |---|---| |Gamification|The process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation.| |GDPR|Acronym for General Data Protection Regulation, a European Union regulation for data protection and privacy.| |Hybrid Cloud|An enterprise IT infrastructure model that combines private clouds, public clouds and on premise data centers, to meet the compute and storage needs of the business.| |Innovation Days|Focused workshops with a TCS customer where researchers and business leaders from both organizations participate to explore emerging technologies for specific customer problems.| |Innovation Forum|TCS' thought leadership event that is held in North America, UK, Latin America and Japan. It brings together researchers from academia, innovators from the start-up ecosystem, technology watchers, futurists and customers to brainstorm around emerging technologies.| File: AR_TCS_2019_2020-1-314.md |Inorganic Growth|Growth in revenue due to mergers, acquisitions or takeovers, rather than due to an increase in the company's own business activity.| |Involuntary Attrition|A reduction in the workforce due to the employer's decision to terminate employment, instead of the employees' decision to leave.| |IoT|See Internet of Things| |IP|See Intellectual Property| # KMP See Key Managerial Personnel # Market Capitalization The total market value of a company's total outstanding equity shares at a point in time. Market Cap = Last Trading Price * Total number of outstanding shares # MEA Acronym for Middle East and Africa # LatAm Acronym for Latin America # MFDM™ Acronym for Machine First Delivery Model # Location Independent A method to orchestrate globally distributed stakeholders and talent into Agile teams for improved speed to market in large transformational programs. It comprises processes, structure, and the technology that allows enterprises to overcome location constraints and embrace Agile methods on a global scale. # Agile and talent into Agile teams for improved speed to market in large transformational programs. It comprises processes, structure, and the technology that allows enterprises to overcome location constraints and embrace Agile methods on a global scale. # Minimum Viable Product The most basic version of a new product, with the bare minimum functionality, which can be released to the users at the earliest, to be augmented with incremental features and functionality over subsequent iterative cycles. MVPs can be used by teams to learn about user behavior and validate the product value with minimum investment. # Machine First™ Delivery Model A model that integrates analytics, AI and automation deep within the enterprise to redefine how humans and machines work together and to effectively deliver superior outcomes. # Mobility Information, convenience, and social media all combined together, and made available across a variety of screen sizes and hand-held devices. # Machine Learning A type of artificial intelligence that provides computers with the ability to learn behaviors without being explicitly programmed."
+"# MSP See Managed Services Provider # MVP See Minimum Viable Product # Non-Controlling Interest The share of the net worth attributable to non-controlling shareholders of the subsidiaries. # Non-discretionary Spend Also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected. # Managed Services This is the practice of outsourcing to one service provider, also known as the Managed Services Provider (MSP), the end-to-end responsibility for providing, or orchestrating the provision through third party providers of, services around a range of processes and functions, in order to improve efficiency, service quality, agility and scalability. # Managed Services Provider Service providers with the sole, end-to-end responsibility of providing Managed Services. # TCS Annual Report 2019-20 Glossary I 323 # TCS Annual Report 2019-20 # Glossary # Options Contract A hedging instrument that offers the buyer the right to buy or sell the underlying asset (such as stocks or currency) on a future date, at a specified price, for small upfront fee called options premium. Eg: TCS purchases an options contract to sell USD 1mn @ `77/$ after 3 months, paying an option premium of `1 million. With this, TCS will have the right to sell USD 1mn at an exchange rate of `77, even if the prevailing market rate at the end of three months is, say `75. On the other hand, if the market rate is higher, say `79, then TCS can choose to let the options contract lapse and instead sell at the market rate. # Platform as a Service (PaaS) A category of cloud computing that provides a platform and environment to allow developers to build applications and services over the internet. PaaS services are hosted in the cloud and accessed by users simply via their web browser. # Pricing The price charged to the customer for a billable effort, turnkey project or a certain process outcome, depending on the nature of the contract. Some use this term interchangeably (and somewhat inaccurately) with the average revenue realized by the company per utilized effort on an aggregate basis. See Realization. # Private Cloud Refers to a model of cloud computing where IT infrastructure, in terms of compute and storage resources, are provisioned for the dedicated use of a single organization. # Product In the technology context, refers to a packaged software program that is made available to multiple customers either on a license basis, or on a subscription basis, to enable the execution of certain common tasks or processes or business functions in a standardized way. This is the opposite of bespoke or custom software which is built to specifications to meet a customer's unique needs. # Platforms A group of technologies that are used as a base upon which other applications, processes or technologies are developed. Useful for optimizing costs and efforts, and eliminating iterative tasks to drive strategic business initiatives. # Public Cloud A computing service model used for the provisioning of storage and computational services to the general public over the internet. Public cloud facilitates access to IT resources on a 'pay as you go' billing model. # R&I Acronym for Research & Innovation. # TCS Annual Report 2019-20 # Glossary # Realization The revenue received by the company per utilized effort. Pricing varies by service and by market. Consequently, there can be changes in realization compared to a prior period, due to changes in the underlying business or geographic mix during the period. This does not necessarily mean that like-to-like pricing has changed. Also, realization doesn't take into account the costs and therefore, higher realization is not necessarily more profitable. # Robotic Process Automation The use of software tools to automate high-volume, repeatable tasks that previously required humans to perform. RPA is best suited for relatively simple and stable processes. Dynamic changes in the environment require ongoing upkeep of the robots, diluting the economic benefit of the automation. Increasingly, customers are preferring cognitive automation over RPA. # Related Party Transactions Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged. Please refer to the Company's policy on Related Party Transactions: http://www.tcs.com/ir-corporate-governance. # Revenue The income earned by the Company from operations by providing IT and consulting services, software licenses, and hardware equipment to customers."
+"# RFP Acronym for Request for Proposal, meaning a document that solicits proposal, often made through a bidding process, by an entity interested in procurement of IT services, to potential service providers to submit business proposals. An RFP is floated early in the procurement cycle and requested information may include basic corporate information and history, financial information, technical capability and estimated completion period, and customer references. # SEZ See Special Economic Zone # SBWS™ See Secure Borderless Workspaces # Secure Borderless Workspaces™ TCS' innovative operating model rolled out in response to the COVID-19 disruption. It is a fully location agnostic extension of the Location Independent Agile model, enabling employees to work remotely, while retaining the same high rigor in project management, governance and security. The fully distributed nature of this model is better suited to ensure business continuity. It leverages TCS' prior investments and incorporates the learnings and best practices around network management, standard service delivery environment, digitized governance processes, heavy use of collaborative and cloud based technologies and an internal SOC benchmarked to the best in the industry. # TCS Annual Report 2019-20 # Glossary |Shareholder Payout Ratio|The proportion of earnings paid to shareholders as a percentage of the Company's earnings, i.e. Net Income attributable to Shareholders of the Company. Payout can be in the form of dividend (including dividend distribution tax) and share buyback.| |---|---| |Simplification|The rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers. The primary purpose is to shrink the IT footprint and make operations leaner and more efficient.| |Sole Sourced Contract|Non-competitive agreements that allow a single vendor to fulfill the needs of the contractual requirements. These types of contracts can be won when the competitor set narrows down significantly and comes down to a single vendor discussion, given the nature of the client's solution requirements.| |Special Economic Zone|In India, these are designated areas in which business and trade laws are different from the rest of the country, with various benefits and tax breaks to promote exports, attract investments, and create local jobs.| |STEM|An acronym for education in the fields of science, technology, engineering and math.| |T&M|See Time and Materials Contract| |TCS Pace™|A brand promise that represents the way TCS channels its domain knowledge and organizational units - business and technology services, industry solutions units, and the research and innovation organization - into internal and external co-innovation programs.| |TCV|See Total Contract Value| |Time and Materials Contract|A form of services contract where the customer is billed for the effort (in hours, days, weeks, etc.) logged by the project team members. Project risk is borne by the customer. This contrasts with Fixed Price Contracts.| |Total Contract Value|An aggregation of the value of all the contracts signed during a period and a useful indicator of demand, and near term business visibility.| |Turnkey Contracts|See Fixed Price Contracts| |Unearned and Deferred Revenue|For invoices raised in line with agreed milestones for services yet to be delivered. In other words, it is the amount that has been invoiced although the underlying effort is yet to be expended.| |VR|See Virtual Reality| |Virtual Reality|Artificial, computer-generated simulation or recreation of a real-life environment or situation. It engages users by offering simulated reality experiences firsthand, primarily by stimulating their vision and hearing.| |Virtualization|The abstraction of IT resources - like a server, client, storage or network - that masks the physical nature and boundaries of those resources from the users of those resources.| # TCS Annual Report 2019-20 # Glossary |Voluntary Attrition|Refers to reduction in workforce resulting from employees willingly leaving the organization to pursue other opportunities, spend time with family, or for some other personal reason.| |---|---| |XR|Extended reality, an umbrella term that covers augmented reality, virtual reality and mixed reality.| |Y-o-Y|Year-on-Year| Disclaimer: This glossary is intended to help understand commonly used terms and phrases in this report. The explanations are not intended to be technical definitions. If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail. # TCS Safe Harbor Clause Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and uncertainties that could cause actual results to differ materially from market expectations."
+"These risks and uncertainties include, but are not limited to, our ability to manage growth, intense competition among global IT services companies, various factors which may affect our profitability, such as wage increases or an appreciating Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, pandemics, natural disasters and general economic conditions affecting our industry. TCS may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements. # IT Services # Business Solutions # Consulting Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 www.tcs.com File: AR_TCS_2020_2021.md # ICS IUASONTULTANGY # TCS/SE/28/2021-22 # May 18, 2021 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, Mumbai-400051 Symbol: TCS Scrip Code No. 532540 Dear Sirs, # Sub: Annual General Meeting- Integrated Annual Report 2020-21 The twenty-sixth Annual General Meeting (""AGM"") of the Company will be held on Thursday, June 10, 2021 at 3.30 p.m. IST through Video Conferencing / Other Audio Visual Means. Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Integrated Annual Report of the Company along with the Notice of AGM for the financial year 2020-21 which is being sent only through electronic mode to the Members. The Integrated Annual Report containing the Notice is also uploaded on the Company's website https://on.tcs.com/Annual-Report-2021. This is for your information and records. Thanking you, Yours faithfully, For Tata Consultancy Services Limited Rajendra Moholkar Company Secretary # cc: 1. National Securities Depository Limited 2. Central Depository Services (India) Limited 3. TSR Darashaw Consultants Private Limited Tata Consultancy Services Limited TCS House Raveline Street Fort Mumbai Maharashtra 400001 India Telephone +91 22 6778 9999 e-mail corporate.office@tcs.com www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400021 Corporate Identification No. (CIN) L22210MH1995PLC084781 # Building on belief # Integrated Annual Report 2020-21 Backdrop: The iconic campus of the Tata Research Design and Development Center at Hadapsar in Pune, India # Integrated Annual Report 2020-21 # Content |About TCS|03|Statutory Section| | |---|---|---|---| |Board of Directors|04|Notice|35| |Management Team|05|Directors' Report|47| |Letter from the Chairman|07|Corporate Governance Report|72| |Letter from the CEO|09|Management Discussion and Analysis|98| |Performance Highlights|15|The Year Gone By|16| | | |Standalone Statement of Changes in Equity|269| | | |Standalone Statement of Cash Flows|272| | | |Notes forming part of the Standalone Financial Statements|274| | | |Statement under section 129 of the Companies Act, 2013 relating to Subsidiary Companies|324| | | |Consolidated Financial Statements| | | | |Independent Auditors' Report|174| | | |Consolidated Balance Sheet|183| | | |Consolidated Statement of Profit and Loss|185| | | |Consolidated Statement of Changes in Equity|187| | | |Consolidated Statement of Cash Flows|190| | | |Notes forming part of the Consolidated Financial Statements|192| |GRI Annexures| |About this Report|337| | | |Stakeholder Engagement Framework|338| | | |Identification of Material Topics|340| | | |GRI Content Index|344| |Standalone Financial Statements| |Independent Auditors' Report|255| | | |Standalone Balance Sheet|266| | | |Standalone Statement of Profit and Loss|268| | | |Building Digital India: Reserve Bank of India|34| # About TCS Tata Consultancy Services is an IT services, consulting and business solutions organization that has been partnering with many of the world's largest businesses in their transformation journeys for over 50 years."
+"TCS offers a consulting-led, # Board of Directors |Non-Independent, Non Executive|Independent, Non Executive| | |---|---|---| |60|50|70| # Average Tenure on the Board (Years) | | |5| | |---|---|---|---| | | |2|14| # Board Independence (%) |N Chandrasekaran|Aarthi Subramanian|O P Bhatt|Don Callahan|Keki M Mistry| |---|---|---|---|---| |Chairman|M|M|M|C| |C|C|M|56%|44%| # Average Tenure of Independent Directors on the Board (Years) | | | | | | | |4| |---|---|---|---|---|---|---|---| | | | | | | |2|9| # Board Committees |Committee|C Chairman|M Member| |---|---|---| |Audit Committee|Rajesh Gopinathan|N G Subramaniam| |Dr Pradeep Kumar|Hanne Birgitte|Breinbjerg Sorensen| |Nomination and Remuneration Committee| | | |Stakeholders' Relationship Committee| | | |Corporate Social Responsibility Committee| | | |Executive Committee| | | |Risk Management Committee*| | | * Ramakrishnan V (Chief Financial Officer), is also a member of the Committee Integrated Annual Report 2020-21 # Management Team # Corporate |Rajesh Gopinathan|Chief Executive Officer and Managing Director| |---|---| |N G Subramaniam|Chief Operating Officer and Executive Director| |V Ramakrishnan|Chief Financial Officer| |Milind Lakkad|Chief Human Resources Officer| |Samir Seksaria|Head - Business Finance and CFO Designate| |Rajashree R|Chief Marketing Officer| |---|---| |K Ananth Krishnan|Chief Technology Officer| |Madhav Anchan|General Counsel Legal and Corporate Affairs| |Rajendra Moholkar|Company Secretary| # Integrated Annual Report 2020-21 Management Team | 5 # Business Heads |Surya Kant|Krishnan Ramanujam|K Krithivasan|Shankar Narayanan|Kamal Bhadada| |---|---|---|---|---| |Chairman - TCS North America|Business and Technology Services|Banking, Financial Services and Insurance|Retail, Travel and Consumer Products|Communication, Media and Information Services| |Amit Bajaj|Suresh Muthuswami|Susheel Vasudevan|Debashis Ghosh| | |North America, UK and Europe|BFSI Platforms|Manufacturing and Utilities|Life Sciences, Healthcare and Public Services| | Integrated Annual Report 2020-21 Management Team | 6 Dear Stakeholder, Even as I write this, India and many other parts of the world are in the grip of second or even third waves of the pandemic, much fiercer than anything we saw last year. It is a health crisis of the kind we have not seen in generations. My heart goes out to everyone out there who has suffered the loss of loved ones. I am confident we will eventually get it under control, but until then, I urge you to stay safe, follow covid discipline, get vaccinated if you are eligible and keep your spirits up. On the business front, your company weathered the pandemic very well. It adapted quickly and embraced a new operating model that prioritized the health and wellbeing of its employees, while enabling it to continue supporting its customers not just in their mission-critical operations but also in their growth and transformation journeys. Its Vision 25x25 and pioneering work around talent clouds have reinforced its credentials as a thought leader on the future of work, and a trend setter in the industry. TCS' agility, resilience and responsiveness during the crisis earned it tremendous goodwill from customers and enhanced its standing in the market. After the initial impact from lockdown-related disruptions, it swiftly returned to a sharp growth trajectory over the next nine months, and exited the year on a very strong note, with an expanded market share, industry-leading profitability and an all-time high order book. # Letter from the Chairman Integrated Annual Report 2020-21 Integrated Annual Report 2020-21 Letter From The Chairman | 7 # Letter From The Chairman Technological change is far more perceptible when it comes to consumer technology, and less so in the enterprise world. Enterprise adoption of new technologies tends to be very measured, and it is only much later, with the benefit of hindsight, that the scale of change and the key inflection points become more evident. To my mind, the year gone by saw an important inflection point that has huge ramifications on enterprise consumption of technology in the coming years, and on demand for your company's services. Your company is very well positioned to benefit from this multi-year technology upgradation cycle, and help customers translate their transformative visions into reality. To better articulate its mission and its aspirations, your company adopted a new brand statement this year, 'Building on Belief'. I think it describes what TCS does very accurately, and also reflects the ethos of the Tata Group and its evolution over the last century and a half. The pressing need for operational resilience and for enhancing customer experiences in digital channels accelerated enterprise decision-making, committing to future technology investments around the all-encompassing hyperscaler cloud stacks. This represents an important inflection point in the enterprise embrace of the cloud, and will drive significant spending on migrating workloads to public clouds in the coming years. Moving workloads to the cloud is just the start of their digital transformation journeys."
+"The rich native capabilities of these stacks, particularly in the areas of analytics, machine learning and artificial intelligence open up a vast array of possibilities for enterprises to pursue new business models, address new customer segments, and provide highly personalized, differentiated experiences across the entire customer journey. Your company has been guided by a set of strong beliefs, right from the time it was founded. Belief in our core values, belief in putting the customer above all, belief in investing in people and empowering them, belief in constantly trying out new ideas and models, and belief in doing right by all the stakeholder communities we work with. This is why the new brand statement resonates so well, and feels so right. Looking ahead, your company sees immense opportunities for growth, riding the new technology cycle that has kicked off, powered by the belief that its differentiated capabilities and collaborative, solution-centric approach makes it the preferred transformation partner of its customers. It is building on that belief, and investing in sharpening the capabilities needed to expand its footprint in this large opportunity. On behalf of the Board of Directors of Tata Consultancy Services, I want to thank you for your continued trust, confidence, and support. Warm regards, N Chandrasekaran Chairman Integrated Annual Report 2020-21 # Letter from the CEO Dear Stakeholder, It has been a difficult year for everybody. Despite the ferocity with which the second and third waves of the pandemic are now hitting us, we are in a far better place as we exit FY 2021 than we were at the start. With a plethora of vaccines and new therapies that modern science and the pharmaceutical industry have delivered at unmatched speed, humanity is not as helpless as when the pandemic first struck. We are a resilient and adaptable species. With discipline, focus and fortitude, we shall overcome. Our business performance in the year gone by is also a reflection of that innate resilience and adaptability. In the early months of the pandemic, when the worldwide lockdown disrupted economic activity across virtually all sectors, your company responded with speed and agility, embracing a new operating model, Secure Borderless Workspaces (SBWS™). Working remotely, our teams helped customers maintain business continuity during peak disruption, and thereafter, to accelerate their growth and transformation (G&T). The dedication shown by TCSers, our agility and our innovation, won us much appreciation from our customers, and incremental business. Despite a sharp fall in revenues in the first quarter, progressively strengthening demand for our services helped us stage a swift recovery during the rest of the year, helping clock full year revenues of ₹164,177 crore in FY 2021, growing 4.6% over the prior year in reported terms, and degrowing by 0.8% in constant currency terms. The uneven impact of the pandemic on the different sectors shows up clearly in our segmental reporting. Three of our six industry verticals showed growth (in constant currency) over the prior year. As is to be expected in a pandemic year, 1 Integrated Annual Report 2020-21 Integrated Annual Report 2020-21 Letter From The CEO | 9 when the world looked to the pharma majors to switch entirely to online-only modes, triggering a lot of resources to support their core transformation. save humanity from the scourge of disease, our Life Sciences and Healthcare business grew 17.1%. The other two verticals were Banking, Financial Services and Insurance which grew 2.4%1, and Technology and Services which grew 0.2%. Our operating margin continued to be industry-leading at 25.9%*, an expansion of 1.3%* over the prior year. Net profit was ₹33,388 crore*, a net margin of 20.3%*. Our cash conversion continues to be very strong, with a cash conversion ratio of 116.2%* and free cash flow of ₹35,663 crore, growing 21.8% over the prior year. The Board has recommended a final dividend of ₹15 for the year, bringing the total dividend for the year to ₹38 per share. In keeping with our shareholder friendly capital allocation policy, your company has paid out ₹33,873 crore in dividends and a buyback in FY 2021, amounting to 95% of the free cash flow. # Strong Business Momentum Demand was driven by the confluence of two big trends. First, with consumers preferring contactless, digital transactions, enterprises were forced to rely more on their digital channels, and in some cases, save humanity from the scourge of disease, our Life Sciences and Healthcare business grew 17.1%."
+"The other two verticals were Banking, Financial Services and Insurance which grew 2.4%1, and Technology and Services which grew 0.2%. This decision triggered many engagements around cloud migration, application modernization and data modernization. As a precursor to the core transformation and cloud migration, many customers are revisiting their current operations to look for opportunities for optimization and to free up the art of the possible, opening up newer opportunities for technology-driven differentiation. These trends resulted in a steady and strong flow of deals of all sizes, across all our industry verticals, throughout the year. We had two large deal wins, with Deutsche Bank and with Prudential Financial Inc respectively, that saw us strengthen our German presence and establish a strong local presence in Ireland. The order book signed every quarter was higher than that in the prior year. We closed the year with an all-time high quarterly TCV of $9.2 billion. In terms of technology choices, both these drivers converged on the hyperscaler cloud stacks, also known as public clouds. FY 2021 will be remembered as the year when many enterprises took the leap and committed to channeling their future technology investments into one or more of these cloud stacks, significantly accelerating what had been a measured movement over the last few years. 1 Excluding Regional Markets and Others * Excluding an exceptional item provided towards a contested legal claim # A Multi-year Technology Cycle conversational systems, AI, ML and IoT. Today's customers' cloud transformation journeys play out over three horizons, spread over the next three to five years and beyond. The enterprise embrace of the hyperscaler cloud has ramifications that go beyond the current year, extending to the medium and the longer term as well. This is a decadal technology shift that goes far beyond just the server and storage aspects of the IT infrastructure, and represents a crystallization of technology choices at a much broader level. This is because all the major hyperscale providers have been steadily building out their technology stacks over the last few years, expanding the offerings to include richer native choices around databases, data warehouses, applications and even cutting-edge tools like machine vision. Once an enterprise enters this ecosystem, it is virtually certain that all of its future innovation and technology programs will stay within that ecosystem. So we see this technology shift as the start of a multi-year technology upgradation cycle in which the abundance of native capabilities will constantly expand the art of the possible, opening up newer opportunities for technology-driven differentiation. Of course, the technology by itself doesn't deliver differentiation. If anything, cloud models are predicated on standardization and commoditization. Enterprises will start realizing the full value of their cloud investments in the subsequent two horizons. Differentiation takes place when enterprises invest in bespoke solutions that harness the native capabilities of the cloud, and are contextualized to each customer's unique circumstances, which amplify their unique strengths, and manage the nuances and idiosyncrasies to reduce risks. This is exactly what we have been doing for our customers over the last few years, leveraging our deep contextual knowledge of their business and technology landscapes, our research and innovation, intellectual property and expertise across digital technologies. As more and more enterprises get on to this journey, the cloud will become the seamless technology fabric that will bring together enterprises from across industries to form collaborative ecosystems which co-innovate around their individual products and services. It will help launch larger, purpose-driven offerings, each representing much more value to power their growth and transformation. Our verticalized, customer-centric organization structure has helped us foster domain and contextual knowledge within the Industry Solution Units. Our sustained investments in organic talent development, in research and innovation, and in creating intellectual property have helped build up solutioning expertise and boost our innovation credentials. Integrated Annual Report 2020-21 Letter From The CEO | 11 # Integrated Annual Report 2020-21 # Letter From The CEO their common customers than the sum of its parts. This differentiated approach is helping us win several G&T engagements that represent a promising beachhead in a market where our participation has been quite low traditionally. We also refreshed our brand last month, and launched a new brand statement, 'Building on Belief', to reflect who we are today, and to support our, and our customers' aspirations in the G&T space. It celebrates the power of reinvention and instils hope into business and trust in the enterprise."
+"# Building on Belief We believe this boundaryless innovation has the power to change industry after industry. Given our deep domain knowledge across multiple industry verticals, and our work on innovation at their intersections, it presents us an opportunity to be the transformation agents and potential orchestrators of such ecosystems. With many of our customers embarking on multi-year, enterprise-wide transformation journeys, we are very well positioned to benefit from this expanding opportunity. Most importantly, we believe that this represents a unique opportunity to redefine how enterprises have traditionally approached transformations. We believe that enterprises can build sustainable, inclusive, and greater futures for their stakeholders by adopting an organic, inside out transformation model, rather than outside in, externally driven standardized change agendas. Our own journey over the last two decades in one of the most competitive industries in the world highlights the strengths of this approach. Our transformation approach values the collective knowledge between us and the customer, and combines it with a deep understanding of technologies and an innovation mindset to build their aspirations into reality. We have created structures that help stitch together different capabilities from across TCS to put together holistic solutions that help our customers achieve their business objectives. Our sustained investments in organic talent development, in research and innovation, and in creating intellectual property have helped build up solutioning expertise and boost our innovation credentials. Moreover, we have launched newer learning and development initiatives that will identify high potential candidates and put them through experiential courses that will help them become more effective transformation leaders. We are strengthening our partnerships with large technology providers as well as startups, academia and domain specialists towards co-innovating and collaborating to create new service offerings. Our focus and investments will now be on growing further and gaining more market share in this space. Towards this, we are investing in deepening our transformation capabilities. While we stay open to inorganic acquisitions, our focus and commitment to organic talent development remains unwavering. Masters program, that identifies individuals who have developed deep contextual knowledge on the job and are using that to create value for our customers. # Purpose, People, Planet We are entering FY 2022 with strong growth momentum and with much better visibility for future growth than we did last year, powered by a strong order book built up throughout the year and a robust deal pipeline. I have spoken earlier2 about how a purpose-driven approach can infuse greater resilience, adaptability and innovation within the organization, and drive greater rootedness in the community. In FY 2021, alongside a new brand statement, we also articulated our core purpose: building greater futures through innovation and collective knowledge. The first three words capture our forward-looking worldview very well. We truly believe that everything we do should result in better outcomes, and therefore greater futures, for our stakeholders. The emphasis on innovation and collective knowledge represents core tenets of the belief system that has sustained TCS over the last five decades, and shaped our culture and guided our strategy. We also refreshed our brand last month, and launched a new brand statement, Building on Belief, to reflect who we are today, and to support our, and our customers' aspirations in the G&T space. It celebrates the power of reinvention and instils hope into business and trust in the enterprise. Our belief conveys our optimistic outlook and reflects our limitless potential to create greater futures. It was this purpose-led approach which helped us keep our employees safe and well even during the bleakest phases of this pandemic. The proactive outreach of our HR, touching over 400,000 employees, the 24/7 medical hotline, online counseling services, and virtual sessions to foster physical and emotional wellness brought us all closer together during the year. We tied up with ambulance services and hospitals and set up isolation centers and quarantine accommodation at our facilities to support the growth ahead. While this influx of fresh talent is very important for our growth, even more critical has been our ability to consistently retain the talent that we have cultivated and grown in the organization. This year, we set a new benchmark in talent retention. Our attrition in IT services was 7.2%, the lowest in the industry globally, and an all-time low by our own standards. We honored all the job offers we had made pre-pandemic, and also onboarded all the trainees to whom we had given offer letters. We had our normal annual salary increase in October, and promotions as well."
+"In line with the strong recovery in demand, we also ramped up our lateral hiring during the second half of the year and ended the year with a net addition of 40,185. By onboarding over 60,000 freshers over the last couple of years and training them on the technologies most in demand, we have created for ourselves a secure talent pool. Integrated Annual Report 2020-21 Letter From The CEO | 13 We continued to work with communities across the world, pursuing our long-standing commitment to programs in the areas of health, STEM education, skills development and the bridging of digital divides. In addition, we helped in the fightback against the pandemic. Our researchers used AI to identify promising new molecules which could potentially inhibit the spread of the virus. Our data marketplace solution is powering a critical national initiative to double India's COVID testing capacity. Even more fulfilling is the work we do for our customers which helps further their mission to save lives. In the Life Sciences domain, our teams used our innovative platform to streamline drug development processes, speed up clinical trials, and help pharma companies rush new therapies and vaccines to the market. At a time when the world desperately needed more ventilators and manufacturers were struggling to increase production, our team worked with the engineers at GE Healthcare to automate the late-point configuration of ventilators. This reduced the production time per ventilator by 6 minutes, enabling production of an additional 340 ventilators per month, helping ease suffering and saving lives. # Looking Ahead We are entering FY 2022 with strong growth momentum and with much better visibility for future growth than we did last year, powered by a strong order book built up throughout the year and a robust deal pipeline. In the medium and longer term, we see strong structural growth drivers triggered by the multi-year technology refresh cycle that our customers are embarking on, and their increased focus on G&T initiatives. On the environment front, while I am pleased that our large-scale switch to remote working helped us cut our absolute carbon footprint by 48.8% over the prior year, we are working on a longer-term roadmap to neutralize our carbon footprint and bring down atmospheric carbon towards helping the world reach net-zero levels by 2050. Our Vision 25x25 will be pivotal in this fight for our planet. Equally important is the leading role we are playing in helping our customers become more energy efficient, whether it is by deploying our Clever Energy solution that uses IoT and AI to remotely monitor and optimize energy consumption across distributed facilities, or by helping them switch from energy-inefficient in-house data centers to more efficient public clouds. That puts us in a very advantageous position. In addition to the large outsourcing opportunity which we continue to dominate, we are now entering a large, growing opportunity that significantly expands our addressable market. It is an exciting growth journey we are embarking on for the next few years. We thank you for your trust and look forward to your continued support on the journey ahead."
+"Best Regards, Rajesh Gopinathan Chief Executive Officer & Managing Director # Performance Highlights | |Revenue Trend| |Operating Profit Trend| | | |Client Metrics| |Employee Metrics| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | |₹ crore|₹ crore| | | | |$50 Mn+ Clients|$100 Mn+ Clients| | | | | | | |FY 2017|FY 2018|FY 2019|FY 2020|FY 2021| | | | | | | | | | File: AR_TCS_2020_2021.md | |117,966|66.71|123,104|67.10| | | | | | | | | | | |CAGR 8.6%| | | | | | | | | | |11.3%|12.1%|25.9%| | | | | | |Operating Profit| |Operating Margin| | | |Total Headcount| | |Attrition (IT Services)| | |30,324|25,223| | | | | | |44|49| | | | | | |30,502|25,067|48|35| | | | | | | | | | | | |30,502|25,067|97.1%|9.7%| | | | | | | | | | | | |37,450|Capex|28,593|16,000| | | | | | | | | | | | |38,580|32,369| | | | | | | | | |16,000| |17,840| | # Operating Cash Flow |FY 2017|FY 2018|FY 2019|FY 2020|FY 2021*| |---|---|---|---|---| |42,481|38,802| | | | # Notes # Operating Cash Flow OCF OCF to Net Profit Ratio ## Cash usage for the period FY 2017 to FY 2021 ^Earnings per share is adjusted for bonus issue # Includes proposed final dividend * FY 2021 numbers are excluding provision towards legal claim # The Year Gone By # EUROPE # EUROPEAN IT CUSTOMER SATISFACTION SURVEY # Q4 Unveiled a new brand statement, 'Building on Belief', to articulate TCS' mission and relationship with customers, and putting its vast experience in purpose-led transformation at the core of its brand story as it embarks on its next decade of transformation-led growth. # RANKS CUSTOMER SATISFACTION TCS #1 in BY WHITELANE RESEARCH Across annual value of Combined contracts over 1700+ CXOs Polled European Countries €40 BILLION 4050 + IT Contracts # th YEAR 8 in a row # #1 in 12 countries | |Average Delivery Quality|#1 Service Capability|#1 Cloud for TCS| |---|---|---|---| |TCS|82%|81%|73%| |Industry Average|74%|64%|72%| # Customer Satisfaction TCS has showcased their capabilities, flexibility and agility in supporting their clients in their digital transformation efforts regardless of the situation. They have more than proved to be the reliable, innovative and trusted digital partner customers are looking for. - JEF LOOS, HEAD OF RESEARCH, WHITELANE RESEARCH *BASED ON STUDIES CONDUCTED BY WHITELANE RESEARCH, PA CONSULTING, QUINT WELLINGTON REDWOOD, NAVISCO AND VLERICK BUSINESS SCHOOL IN 2020. Integrated Annual Report 2020-21 The Year Gone By | 16 # Ranked #1 in Customer Satisfaction across Europe in an independent survey of 1,700 CxOs of top IT spending organizations by Whitelane Research. Additionally, in the individual country rankings, TCS was ranked #1 in UK, France, Germany, Austria, Switzerland, Netherlands, Belgium, Luxembourg and the Nordics. # Ranked among the Top 3 brands in IT services by Brand Finance TCS clocked the highest absolute brand value growth in the sector in 2020 and was named the fastest growing brand in the industry over the last decade (2010-2020). # Augmented the Banking Service Bureau built and run by TCS for the digital banking industry in Israel, with a new transformative Digital Bank Guarantee platform, powered by the Quartz® Blockchain solution. Bank Hapoalim, Israel's largest bank that manages over 30% of the total bank guarantees in the country, is the anchor customer for the SaaS platform. # Deepened the relationship with Deutsche Bank by acquiring its subsidiary, Postbank Systems AG (PBS), its full-range IT captive that provides project management, application management and infrastructure support services. The addition of PBS' 1,500 employees further adds to TCS' scale in Germany, and strengthens its growth outlook. # Launched TCS Clever Energy™ an energy and emission management system that uses a digital twin setup based on IoT, AI and cloud, to help commercial and industrial organizations manage their energy consumption better, drive energy and cost efficiencies, decrease carbon emissions, and accelerate their carbon neutral journeys. # Selected as a Superbrand in the US and UK, based on the strength of its brand reputation across channels, business performance, industry-leading job creation, scale of employee training and development, and dedication to nationwide corporate social responsibility initiatives. # The TCS family deeply mourns the passing of its founding CEO and the Father of Indian IT Industry, Shri Faqir Chand Kohli, 19th March 1924 - 26th November 2020. Your sense of purpose. Your clarity of vision. Your unwavering belief in investing in people. These have shaped TCS into what it is today."
+"We continue to draw inspiration from your pioneering spirit. # Integrated Annual Report 2020-21 # The Year Gone By | 17 # Launched new cloud practice units to gain leadership in the rapidly expanding opportunity around the three major hyperscale platforms - AWS, Microsoft Azure and Google Cloud Platform. Each unit is a full-service, multidisciplinary organization offering customers the full range of transformational and operational services on the respective technology stacks, spanning advisory services, migration, application and data modernization, including SaaS and enterprise productivity suites, infrastructure, cyber-security and edge. # Ranked #2 by revenue in the UK market for software and IT services in TechMarketView's UK SITS rankings, up from #5 in 2019. Further, based on revenues earned, TCS was ranked #1 in Applications and #2 in Consulting and Solutions. # Ran a TV campaign in India for the first time, titled #TCSPartOfYourStory showcasing the central role played by TCS in building the technology backbone of Digital India, transforming various sectors, and becoming part of every Indian's life. # Built and deployed a blockchain-based digital supply chain platform powered by the TCS Data Marketplace solution, to support Indigenisation of Diagnostics, an ambitious new project launched by the Government of India to scale up indigenous Covid-19 diagnostic test-kit production capacity to a million test kits a day. # Launched TCS Safe Workplace a return-to-work solution for global enterprises that uses existing enterprise platforms to create a workplace command center that assesses the readiness of employees, the work environment and the workforce model; automates the return-to-work processes, including contact tracing, shift management, and workspace planning; and monitors critical risk factors. # The Contextual Masters program that recognizes experienced TCSers who demonstrate high levels of contextual knowledge, crossed the 10,000 masters milestone. Contextual knowledge is highly valuable tacit knowledge about a customer's business, operations and technology landscape, acquired on the job by immersing oneself into that environment, a key differentiator for TCS. # Operationalized 10 new Threat Management Centers at Bloomington, Minnesota - US, Manchester - UK, Madrid - Spain, as well as at major Indian cities. These will offer comprehensive and integrated cybersecurity and threat management services across IT, OT, IoT and cloud ecosystems, helping customers stay secure and cyber-resilient. # Presenting transFormiNG INDIA #TCSPartOfYourStory Integrated Annual Report 2020-21 The Year Gone By | 18 # Integrated Annual Report 2020-21 # The Year Gone By Held India's first ever virtual AGM, enabling participation by a record number of shareholders from different parts of India, some of them for the very first time. Access to the videoconference was from the NSDL e-voting page, seamlessly linking the event to the online voting process as well. Successfully deployed TCS DynaPORT, a state-of-the-art terminal operating system at Tilbury2 Ro-Ro, London's latest freight ferry terminal. TCS implemented this solution in under twelve weeks, 100% virtually during the COVID-19 lockdown, leveraging the Secure Borderless Workspaces™ (SBWS™) model. Offered free of cost access to TCS iON Digital Glass Room, a virtual learning platform, to educational institutions in the US, Europe and India, to enable educators and students to connect in a secure virtual environment, moving lessons from classrooms to interactive digital glass rooms. Fully institutionalized the SBWS operating model and also replicated it for customers. The model was strengthened with additional analytics and extended to cover the end-to-end customer engagement lifecycle, including prospecting, sale and even new project ramp ups. Launched a SaaS version of the ignio™ suite of autonomous software. Further, the suite was expanded to include three new products: ignio Cognitive Procurement to help enterprises make smarter purchase decisions, ignio AI.Digital Workspace, a self-healing, end-user experience management software, and ignio Studio, a low-code toolkit that allows customers to extend the out-of-the-box capabilities of the ignio software suite. # TRDDC: Built on a Belief in the Future The idea of setting up a technology research center in India, when none existed, was born out of a core belief that the future would be shaped by computers, and that R&D was key to value creation. For FC Kohli (""FCK""), the visionary who helmed TCS in its start-up years, the complete lack of technology research in India in the 70s was simply unacceptable. Around 1980, having launched TCS' global ambitions with the first overseas office in New York, he turned his attention to this problem. He commissioned academicians at MIT and the University of Waterloo to think through the scope and mandate of such a center, and come up with a report."
+"He pulled in Prof E C Subba Rao, who was teaching at IIT Kanpur to drive this endeavor. At the time, an industrial research center by a business house was unheard of in India. But the House of Tatas, with its history of pioneering many other firsts, was best suited for it. JRD Tata was very supportive. He was keen that the Group establishes an institution that would apply science and technology for the benefit of Indian industry and people. So it came to be that FCK's dream was realized on October 8, 1981, the new Tata Research Design and Development Centre (TRDDC), was officially open. Right from the start, TRDDC's mandate was broad, researching problems not just in IT, but also in other domains. This too was an outcome of FCK's belief that ""computers would be the tool that all industry would use, willy-nilly, in the future."" # Mastering Automation A core research theme at TRDDC in its early years was a topic close to FCK's heart - the automation of software development. The technology landscape in the 80s was in a state of ferment, with newer, more powerful computers, operating systems, databases and programming languages. But software was still hand coded and very artisanal. So customers wishing to upgrade were dissuaded by the effort and cost of re-engineering their existing systems. TRDDC built language translators, converters and compilers using which TCS was able to win many of these upgradation opportunities. It used automation to transform the legacy systems much faster, and with higher quality, reliability and traceability than its competitors of that era. TRDDC's tools foundry represented the ultimate conversion toolset, automatically generating compilers for any source and target programming language. Depending on the needs of individual projects, compilers could be created on demand and shipped to those project teams. Integrated Annual Report 2020-21 # TRDDC: Built on a Belief in the Future Continued research around software engineering, computing and materials, biosciences, mathematical and behavioral sciences. Such blue-sky research at the intersections of industries is today foundational to TCS' ability to orchestrate purpose-driven, cross-industry ecosystems for boundaryless innovation on the cloud. Founded forty years ago, one of many firsts that TCS pioneered over the last five decades, the Tata Research Design and Development Center lived up to its founder's belief and went on to shape the company's present-day approach to research, innovation, growth and transformation. TRDDC's outstanding contributions over the decades to the company's growth, to the expansion of knowledge and to society truly make it the embodiment of the TCS ethos of building greater futures through innovation and collective knowledge. # Research for Social Good With its expansive mandate and the Tata Group's guiding ethos, TRDDC took up many research themes around social and environmental issues. These resulted in frugal innovations like low-maintenance water filters for rural areas, eco-friendly cement, award-winning test kits for tuberculosis, and of course, the game-changing Computer-based Functional Literacy software that was to be the mainstay of large-scale adult literacy programs in India and elsewhere. # Innovating at the Intersections TCS' collaborative approach to co-innovation with customers, leveraging collective knowledge, which is helping it differentiate itself in the growth and transformation market today, has its roots in how TRDDC engaged with its clients in those early years. In an interview1, Subba Rao recalled, ""The two sides had lots of dialogue. This was unlike what most consultants did. We always took the view that the client should be part of the solution. The clients and we published case studies and research papers of successful solutions, jointly."" This tradition of pursuing a broad set of ideas which benefit society at large continues to this day. TCS' Research & Innovation group uses technology for such diverse social causes as helping the differently abled, scaling up Covid test kit production in India, designing tests for biomarkers to predict premature birth, identifying promising molecules for drug development and innovative ways to help customers reduce their carbon footprint. Scientists at TRDDC were an eclectic set."
+"Different research teams, working side by side, made possible cross-pollination of ideas and multidisciplinary research at the intersection of different domains: 1 Research by Design - Innovation at TCS, 2007 # Powering Phoenix Group's Growth Strategy with a Fully Digital Operating Model Phoenix Group has evolved into the UK's largest long-term savings and retirement business, pursuing a growth strategy that leverages key industry trends to consolidate and scale up its Heritage business, while organically growing its Open business and deepening existing customer relationships to meet broader customer needs as they journey to and through retirement. This in turn supports Phoenix Group in delivering its purpose of helping people secure a life of possibilities. The primary focus has been on migration to TCS' digital and customer-centric operating model that helps us take innovative new products faster to market and delivers more personalized experiences to our customers and advisers. The TCS partnership will support our growth ambitions and accelerate our ability to innovate whilst continuing to deliver excellent customer service. At the core of this model is the TCS BFSI Platform for Life & Pensions powered by TCS BaNCS™, which has simplified and modernized Phoenix Group's technology stack, enabled greater innovation through easier and faster design and rollout of new products, and transformed all the processes across the end-to-end customer journey, hyper-automating them with straight-through-processing for faster turnaround times. By previously consolidating more than 7.4 million policies scattered across disparate systems on the new platform, TCS has helped Phoenix Group retire hundreds of legacy systems, drive synergies from its acquisitions and unlock significant value. It is currently transforming another 6 million policies. On the front-end, TCS is helping the Phoenix Group enhance and personalize the customer, employer, and adviser experiences, adopting a more data and insights-driven approach. These initiatives have resulted in a 400% increase in site visits to its online customer self-service tool, the use of which has seen an 8x improvement in individual life cover claims processing, as well as 85% of encashment claims settled in under 3 days compared to 12 days on traditional channels. It also has reduced customer complaints and enhanced customer satisfaction. At the new, jointly developed Innovation Hub in Edinburgh, designers and domain experts from both organizations will work with end-users to envision new offerings and innovative experiences. Partnering with TCS for its growth and transformation is enabling the Phoenix Group to adapt quickly to regulatory and market changes, and provide intuitive, personalized experiences to customers, advisers, and employers on a fully digital platform. With a new operating model that is establishing industry benchmarks in efficiency, agility and customer-centricity, Phoenix Group is set to power ahead with its strategy to capture new growth opportunities. # Customer Stories 22 # Enabling Toyo Tire to Launch an Innovative, IoT-powered Business Model Toyo Tire Corporation, one of the world's leading tire manufacturers headquartered in Japan, seeks to delight its customers with its products through constant technological innovation, enabled by fostering creativity and entrepreneurial thinking. Recognizing the importance of proper tire maintenance in ensuring safety and maximizing efficiency, Toyo Tire partnered with TCS to explore how technology could be used to help its customers - fleet owners and transport service providers - reduce the time and effort spent in physically inspecting individual tires for wear. By partnering with TCS in this journey, Toyo Tire is poised to launch an innovative business model, offering a whole host of predictive maintenance and advisory services to its customers, and powering its future growth. Our new tire wear estimation model, built in collaboration with TCS, enables an innovative services-based business model that powers our future growth. TCS brought a lot of digital expertise, creative ideas and intellectual property. Their passion for innovation and shared values have made them a key part of our digital innovation journey. TCS used its Bringing Life to Things™ IoT framework to envision a new automated system that would meet Toyo Tire's vision. The solution uses components of TCS DigiFleet™, its IoT-enabled suite for fleet managers, to automatically gather data on tire conditions from sensors installed on wheels of trucks, buses, and other transport vehicles, help visualize the data, provide real time insights and transmit it to the cloud. This data along with other information is then used by Toyo's proprietary AI model to accurately estimate the extent of wear of the tires."
+"Tetsuo Shimomura DGM - DX Promotion Division Toyo Tire Corporation # Integrated Annual Report 2020-21 Customer Stories | 23 # WHAT DOES YOUR NEW BRAND STATEMENT # BUILDING ON BELIEF: 'BUILDING ON BELIEF' MEAN TO YOU AND TO CUSTOMERS? # A Panel Discussion KAK: Every new idea or innovation is born out of the belief that it will build something better. In research and innovation, belief is central to the survival of an idea at every stage, determining whether it will be picked from among other worthy candidates for further development, or will get past resistance when further progress looks impossible. Only by striving on with passion and faith, can ideas be brought to fruition, making a big difference to the enterprise. NGS: Everything that Ananth just mentioned about innovation applies equally to business transformation. To me, digital transformation is innovation applied at scale to an organization's business model, its customer engagement, and its operations. The most successful business transformation programs are those which are purpose-led. We help every customer realize that purpose. TCS has intrinsically been built on strong beliefs which have profoundly shaped our organization culture. By adopting a purpose-led approach--putting the customer at the center, continually investing in people, and helping them build long, fulfilling careers with TCS--we have created a sustainable business model that has proved itself over the last five decades. # FEATURING Krishnan Ramanujam President - Business & Technology Services N G Subramaniam Chief Operating Officer K Ananth Krishnan Chief Technology Officer Integrated Annual Report 2020-21 Panel Discussion | 24 Customers truly appreciate this and see us as a strategic partner who remains current across cycles while helping them also stay current. Employees appreciate this too and it has resulted in industry-leading talent retention and an invaluable repository of contextual knowledge, both of which are competitive differentiators. KR: There is a large growth and transformation market in which we want to expand TCS' footprint and gain further share from legacy consulting organizations. In that context, the new brand statement is very timely and reflects that aspiration. Building on Belief is a way for us to signal to all customers and prospects that TCS will work alongside them in their G&T journeys, with a sense of shared purpose and help them realize their vision. # HOW DO YOU ACTUALLY WIN THESE DEALS? # ARE THERE RFPS FOR GROWTH AND TRANSFORMATION? NGS: There are multiple scenarios: RFP driven transformation deals and proactive proposals. In the first scenario, customers typically know what they want to accomplish and look to us for knowhow. Whereas, in the latter, account teams proactively identify business problems that are critical for a customer, and put together high-level solution ideas which they pitch to customers. This is often followed by more detailed workshops that eventually culminate in a full-fledged engagement. YOU HAVE BEEN SPEAKING ABOUT GROWTH AND TRANSFORMATION FOR THE LAST THREE YEARS. WHY THE RENEWED FOCUS NOW? NGS: Yes, we have been winning quite a few growth and transformation engagements with the Business 4.0™ thought leadership framework. Some of these stories have been showcased in our recent annual reports. While the number of such deals has been steadily increasing, it is only a small foothold in the larger opportunity. KAK: In the second scenario, TCS Research & Innovation is a catalyst. We often organize account-level ideathons to crowdsource creative ideas which address our customers' most pressing business problems, leveraging our contextual knowledge. We brainstorm on these and other proactive ideas at our Innovation Days and deliver selected ones in rapid Agile sprints to the customer. Many of these activities are now anchored at our PacePorts™. Our Annual Innovation Forums and TCS PacePorts are key avenues that fuel innovation. At the Innovation Forums, our customers and partners, including start-ups, talk about the innovative work they are doing in partnership with TCS, while PacePorts showcase our innovative solutions across different verticals, often triggering new ideas among customers and resulting in productive conversations. Integrated Annual Report 2020-21 Panel Discussion | 25 KR: Chance favors the prepared mind. In addition to the avenues described by NGS and Ananth, TCS' Business 4.0 thought leadership framework that has been updated to address pandemic and post-pandemic challenges and our multi-horizon cloud transformation roadmap, provide a great starting point to jointly envision the aspirational end-state capabilities with the C-Suite. Our sales teams leverage a steadily expanding suite of transformation offerings aligned to emerging themes, which they can readily adapt to each customer's unique circumstances."
+"One very successful approach has been to benchmark the customer against best-in-class metrics in their industry, identify the gaps across different areas of their operations, and then use design thinking principles to help top management chalk an inside-out roadmap for their growth and transformation. Across industries, we are picking up promising themes that emerge from ongoing G&T engagements which address broader business problems that may be relevant to other enterprises, and are productizing those offerings. This organic manner of steadily expanding our portfolio of transformation offerings lowers the execution risk for our customers. One of the world's largest pharmaceutical companies deployed TCS ADD Analytics & Insights, an AI-powered adaptive monitoring solution to transform the oversight of over 200 clinical trials, strengthening oversight effectiveness and improving the efficacy of the studies. # WHAT ROLE DOES YOUR INTELLECTUAL PROPERTY, PRODUCTS AND PLATFORMS PLAY IN THE G&T OPPORTUNITY? NGS: Intellectual property is one of TCS' biggest differentiators, and it has played a pivotal role in many of our largest G&T engagements. Our patents, products, and platforms stand testimony to our technology expertise and business knowledge. With each successful G&T engagement, the positive references build up and we are sought by other customers facing similar business problems to help them in their transformation journeys. For example, a recent annual report highlighted how we helped the Bayer Group build a replicable business carve-out model to execute quick divestitures. The TCS BFSI Platform for Life and Pensions continues to be the operating model of choice for insurers looking to reimagine customer experience. In last year's annual report, we had carried the M&G story. In FY 2021 too, we signed a very large deal with the Phoenix Group, to drive the growth and organization's ability to quickly launch innovative products and services. KAK: Many G&T initiatives are centered around enhancing the customer journey and scaling up the organization's ability to quickly launch innovative products and services. Our AI-based TwinX supports the digital simulation of an enterprise, or an. 1 Page 19, TCS Annual Report 2018-19 2 Page 21, TCS Annual Report 2019-20 Integrated Annual Report 2020-21 # Panel Discussion 26 # Enterprise Digital Twin Key entities such as customer, product, process, network, and resource are mapped, so businesses can test strategic decisions such as new product rollouts or the launch of new channels, before piloting them in the market. Several customers are using TwinX today for what-if analyses especially in areas like the ideal customer journey, reducing customer churn as well as potential fraud. # What Gives You the Confidence That You Are on a Longer-Term Growth Trajectory and Not Just Benefiting from Short Term Pent-Up Demand? File: AR_TCS_2020_2021.md KR: While I don't deny some amount of pent-up demand playing out, but as NGS mentioned earlier, the adoption of hyperscaler clouds by our customers is a pivotal point, setting them on a course of increasing technology investments over the next few years, all aimed at harnessing the rich native capabilities available within the hyperscaler stacks for innovation, growth and transformation. # Your Peers Have Also Been Winning a Lot of Very Large Deals in Recent Times. Does This Represent a Loss of Market Share for TCS? NGS: Fourteen years ago, when we won our first billion-dollar deal, it was path breaking because it represented our coming of age. Having won against the largest names of that era, it demonstrated our ability to put together winning, multi-tower deal constructs. Today, winning such large outsourcing deals is essential for revenue growth and visibility, but it is a hygiene factor and no longer a differentiator. We win more than a fair share of such very large deals every year. In FY 2021, we had an order book of $31.6 billion, 17% higher than the previous year. Very importantly, these are not just large plain vanilla outsourcing deals, but also higher-value G&T deals. Every year, we close several very large transformational deals, including one in FY 2021 with a TCV of over $2.4 billion. # Our Sharpened Focus on the High Value G&T Opportunity Our sharpened focus on the high value G&T opportunity and investments around deepening our solutioning capabilities will result in a quantum leap in the size of our addressable market. We are confident that the secular tailwind from increased spends and our own investments and focused efforts will drive a better growth trajectory in the years ahead."
+"# Another Important Driver of Longer Term Growth NGS: Another important driver of longer term growth is the structural shift within the technology market, leading to growing primacy of IT services. We see that cycle repeating now with packaged software. SaaS models are driving standardization and commoditization of software. So even as enterprises invest in upgrading their technologies, they will invest even more on IT services because only service-providers like TCS can help them harness these very powerful and commoditized technologies to create unique combinatorial solutions that provide competitive differentiation. The next decade will clearly be the decade of IT services. Integrated Annual Report 2020-21 Panel Discussion | 27 # Enabling bpost to Deliver not just Parcels but also Smiles With e-commerce making inroads at an exponential pace and declining mail volumes, bpost is on a multi-year growth and transformation journey to transform into a customer centric and sustainable global omni-commerce leader, with the vision of making Belgium a gateway for e-commerce logistics. TCS is a strategic advisor, helping bpost shape its transformation journey by reimagining the customer experience and building a digital core that will drive new business opportunities and accelerate innovation. The parcel delivery business not only rides high on customer emotions but is highly competitive and entails logistical complexity which can drive up the cost of customer service. Experience designers from TCS Interactive Design labs digitally reimagined the end-to-end parcel lifecycle by mapping all customer touchpoints and analyzing key factors impacting Net Promoter Score (NPS), including social media sentiment analysis. They designed an intuitive and engaging digital experience with a mobile-first approach and also enabled 24x7 digital customer service across all channels with chatbots. bpost customers can now track and trace parcels through proactive notifications and enjoy flexible options for receiving parcels at home, at neighbors, or at a participating store. Returns processing is simplified with just 3 steps, including the ability to print shipping labels. With a penetration of 1 in every 4 Belgian households, and a rating much higher than similar apps from competitors, the mybpost app has contributed to an 8% growth in NPS and 18% reduction in customer service requests. With the use of advanced analytics for optimized parcel delivery, TCS helped bpost successfully handle a 2.5X growth in parcel volumes in 2020, with margin and EBIT growth, increased efficiency, and most importantly, higher customer satisfaction, bringing it closer to its ambition. Nico Cools CIO & Chief Digital Officer, bpost SA Integrated Annual Report 2020-21 Customer Stories | 28 # Helping the State of Connecticut Provide Pandemic Relief to the Unemployed Following the devastating job losses due to the pandemic, Connecticut's Department of Labor (CTDOL) found itself inundated with over a million applications for unemployment insurance, almost ten years' worth of applications in a single year. Additionally, it had to administer the federally funded Pandemic Unemployment Assistance (PUA) program under the CARES Act and extended by the Continued Assistance Act, which provided up to $600/week for up to fifty weeks to the self-employed, independent contractors, and gig workers who were ordinarily ineligible for unemployment assistance, but whose livelihoods had been affected by the pandemic. In just five weeks, TCS, working closely with CTDOL, quickly designed and deployed a new cloud-based standalone PUA system, and integrated it with CTDOL's legacy unemployment insurance system. The new PUA system streamlined the workflows and leveraged advanced analytics to prevent fraudulent claims. Its cloud-native architecture scaled well - easily handling the 10,000 claims filed on the very first day of its launch. Till date, over $1 billion in benefits has been paid through the new system. The unemployment benefit programs are a critical safety net for the citizens during this pandemic. TCS and Connecticut DOL teams have worked closely in partnership to pay out over a Billion dollars in benefits through this new system and help the citizens of Connecticut. Kurt Westby Commissioner of Labor State of Connecticut # Integrated Annual Report 2020-21 # Customer Stories 29 # Q&A with V RAMAKRISHNAN, CFO & MILIND LAKKAD, CHRO # HAS A FULL YEAR OF WORKING REMOTELY RESULTED IN ANY STRUCTURAL CHANGES TO YOUR BUSINESS? WILL GLOBAL SOURCING BE MUCH MORE OF THE NORM IN THE FUTURE? VR: Yes, I think so. In service delivery, any and every in-person activity that entailed travel and other overheads, was successfully executed entirely remotely last year using SBWS."
+"It is faster, safer, and in many cases, results in better outcomes because we can assign the best talent for the job, unconstrained by location, mobility and visa availability. In the longer term, this significantly de-risks service delivery for customers, and our business model. ML: The other structural change is to our workplace. Whenever the pandemic is contained and we start normalizing, we will start transitioning to a more hybrid working model in line with our Vision 25x25, that captures all the benefits of the remote model and addresses its challenges. To recap, we envisage that by year 2025, no more than 25% of our employees would need to be at a TCS facility at a point in time, and no individual would have to spend more than 25% of their time at a TCS facility to be 100% productive. We believe this is a more balanced approach, and will give our employees the best of both worlds. In this model, the role of the office itself will change significantly. Earlier, the office was where one performed day-to-day activities, and offsites were meant for business planning or team motivation. The new model flips that. Our offices will become ideation. and innovation hubs, using in-person interactions for brainstorming and team-building, while day-to-day work can be performed from anywhere. # YOUR MARGINS IMPROVED IN FY 2021, BENEFITING FROM LOWER TRAVEL AND FACILITIES EXPENSES. HOW SUSTAINABLE IS THIS? VR: We believe our industry-leading operating margin is a reflection of our relative competitiveness. While there may be some small movements here and there, our margins have shown tremendous resilience over the last decade. We don't see any structural threat to our competitiveness in the foreseeable future, so our margins should remain stable. Specific to FY 2021, we started off with a very sudden ramp down in demand, our Q1 revenue reducing by 6.3% year on year in constant currency. However we took an industry-defining stand that we would not let go any employees due to the demand contraction, and also committed to onboarding all 45,000 job offers we had made. The industry-wide reductions in travel, facilities and some marketing expenses helped offset this. The second half of the year saw a sharp growth recovery, and the emergence of a multi year growth cycle. We immediately rewarded our employees with a normal salary hike in October and regular promotions, much ahead of the rest of the industry. We are now using AI to autonomously match individuals with the requisite skill profiles to open opportunities, regardless of their physical location. This is enabling access to a larger pool of talent, better fitment, significantly faster allocations and superior outcomes. So overall, I am very pleased with the way we were able to deal with a very fluid situation, balancing the needs of our customers, employees, and communities, and yet deliver an industry-leading operating margin of 25.9%*, an expansion of 1.3%* over the prior year. Looking ahead, we expect demand, revenue and operating costs to normalize and come back to our long term comfort zones. That, along with higher quality revenues from our expanding participation in the growth and transformation opportunity, greater operating efficiencies from continuing innovations to the delivery model - such as talent clouds - will help us sustain our operating margin at current levels. # WHAT ARE TALENT CLOUDS AND HOW DO THEY CHANGE THE DELIVERY MODEL? # HOW DOES YOUR NEW FOCUS ON GROWTH AND TRANSFORMATION DEALS AFFECT YOUR MARGINS AND YOUR INVESTMENTS? HOW WILL IT AFFECT CAPITAL ALLOCATION? WILL YOU ALSO ACQUIRE A CONSULTING OUTFIT? ML: The talent cloud is an innovation enabled by our SBWS operating model. Historically, we serviced customers from specific delivery centers, and staffed any new project largely with individuals based out of those locations. With SBWS, we did away with that. VR: These deals have lower competitive intensity, and customers evaluate us on the merits of our solution and not on price. So these are high quality. * Excluding an exceptional item provided towards a contested legal claim Integrated Annual Report 2020-21 Q&A | 31 revenues, and as their share increases, they will lend innovation, and in the various HR initiatives that Milind will speak about. We won't acquire something just to grow our consulting revenue. # SOME OF YOUR PEERS HAVE SPOKEN OF A WAR FOR TALENT. YOU DON'T LOOK TOO WORRIED. WHY? ML: Our sustained investments in organic talent development at scale are paying off."
+"Our state of the art talent development infrastructure is helping us align our planning with emerging customer requirements. So we are fulfilling most of the open positions requiring new technology skills using in-house groomed candidates, and don't rely too much on lateral recruits. Additionally, we have created a deep pipeline of digital talent by hiring over 30,000 fresh engineering graduates each year, including a cadre of high performers, and training them on new technologies which are most in demand. Even more important than acquiring new talent is retaining our existing talent that we have invested in, and groomed over the years. We continue to be the industry leader in talent retention, with our IT services attrition rate falling to an all-time low of 7.2% this year. So we are very proud of our talent strategy and investments, and immensely excited about the future growth it is helping power. We believe our industry-leading operating margin is a reflection of our relative competitiveness. While there may be some small movements here and there, our margins have shown tremendous resilience over the last decade. We don't see any structural threat to our competitiveness in the foreseeable future, so our margins should remain stable. In terms of investment, keep in mind that our approach to growth and transformation engagements is very differentiated. We are not trying to replicate the legacy consulting model. To expand our presence in this opportunity, we will invest in deepening our solutioning capabilities, organically. We will invest in more research and innovation, and in the various HR initiatives that support our industry-leading profitability. Our capital allocation policy continues to be to return most of the free cash flow we generate each year to our shareholders. On the people front, we continue to believe in growing our own talent, and are scaling up our campus recruitment of management graduates from premier business schools in India and elsewhere, as well as engineering talent from top technology institutes. Given our differentiated, inside-out approach to growth and transformation, we are investing in various programs to promote business thinking and foster contextual knowledge across the organization. Our Contextual Masters program has identified 16,000 individuals till date with deep insights of our customers' business and technology contexts. We are bringing them and others into our strategic talent development initiatives, and scaling these programs to create a large and diverse cadre of next generation growth and transformation leaders, who can help customers explore the art of the possible in their respective contexts and steer them through organizational change. # Transforming Novolex into a Futuristic, Intelligent Enterprise To achieve hyper-growth and become an industry leader, Novolex launched Project Optimus for optimizing and transforming the entire business. TCS and Novolex established a true partnership in successfully implementing the Optimus program and set a secured path for reaping continuous business value. After years of strong top line growth driven by multiple acquisitions, Novolex, a leader in packaging innovation, recognized that to continue to drive profitable growth through M&A, it would need to fix the disparate set of processes, organizational structures and customer experiences, all resulting from a sprawl of 11 disparate ERP systems built up from years of acquisitions. The siloed operations were hindering the company's ability to drive sustainable synergies and deliver a unified customer experience. Applying design thinking principles and leveraging its domain depth and expertise across digital technologies, TCS helped Novolex realize its vision of delivering a 'One Novolex' experience to its customers. Today, TCS continues to engage with Novolex in a sustain mode to drive perpetual transformation and further increase its return on investment. Don Ray VP - Manufacturing Services, Novolex Novolex partnered with TCS to drive its end-to-end business transformation and create a new cloud-based digital core using the SAP S/4HANA platform to support its future growth. TCS' consultants worked with Novolex through the full lifecycle of its business transformation, starting with the development of the business case and roadmap, establishment of a transformation management office, design of a standardized global template, all the way through to deployment and realization of benefits. TCS has helped ensure timely business transformation that can empower Novolex as an 'Intelligent Enterprise' with industry leading solutions and help accelerate our growth as a world-class packaging company. Paul Palmisano Former CFO, Novolex The new platform has eliminated the silos, enabled significant savings and ongoing SGA efficiencies, improved executive visibility into business performance and delivered faster time to market. The simplified consolidated financial reporting."
+"Integrated Annual Report 2020-21 Customer Stories | 33 # Partnering RBI in Building Payment Systems for Digital India The Reserve Bank of India (RBI) has been the driving force in creating the nation's payment systems, operating with the strong belief that innovative, secure and efficient payment mechanisms are central to economic growth. TCS has been RBI's digital transformation partner for the last two decades, building the systems needed to help the central bank realize this belief. This has led to faster settlements, improved liquidity, reduced cost for retail payment systems, and enhanced ease of doing business, fulfilling the purpose of giving further impetus to Digital India's progress. The two important online payment systems run by the Reserve Bank of India, namely, National Electronic Funds Transfer (NEFT) and Real Time Gross Settlement (RTGS), have both been enabled by robust and scalable technology platforms built and maintained by TCS. The underlying messaging infrastructure that enables the smooth interchange of data is the Structured Financial Messaging System, a TCS innovation that connects over 70,000 branches of over 200 banks and clearing houses in India. Today, these two platforms process over 260 million payment transactions, worth $1.5 trillion, every month. In the latest development, TCS teams enhanced both platforms and their related ecosystems to enable successful introduction of NEFT 24x365 in 2019, and then RTGS 24x365 in 2020, making India one of the few countries in the world to operate a real-time, large value payment system round the clock. It is a testimony to the robustness of their design and the quality of their services that the RTGS and NEFT platforms and its underlying messaging system have scaled up over time to handle the immense growth in volumes without any disruption over the last many years. Their teams went above and beyond and supported us solidly when we needed it the most, at the height of the pandemic last year. Dr Deepak Kumar Chief General Manager, Department of Information Technology, Reserve Bank of India (Views expressed in the quote are personal) Integrated Annual Report 2020-21 Customer Stories | 34 # Notice Notice is hereby given that the twenty-sixth Annual General Meeting of Tata Consultancy Services Limited will be held on Thursday, June 10, 2021 at 3:30 p.m. (IST) through Video Conferencing (""VC"") / Other Audio Visual Means (""OAVM"") to transact the following business: # 1. To receive, consider and adopt: - a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; and - b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Report of the Auditors thereon. # 2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2020-21. # 3. To appoint a Director in place of N Chandrasekaran (DIN 00121863) who retires by rotation and, being eligible, offers himself for re-appointment. Notes: 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (""MCA"") has vide its circular nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to ""Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19"", circular no. 20/2020 dated May 5, 2020 in relation to ""Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)"" and Circular no. 02/2021 dated January 13, 2021 in relation to ""Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)"" (collectively referred to as ""MCA Circulars"") and Securities and Exchange Board of India (""SEBI"") vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 in relation to ""Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Covid-19 pandemic"" and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated. January 15, 2021 in relation to ""Relaxation Company. Since this AGM is being held pursuant payment of such dividend subject to deduction from compliance with certain provisions of the MCA Circulars and SEBI Circulars of tax at source will be made on Monday, June 14, 2021 as under: i."
+"To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL""), collectively ""Depositories"", as of end of day on Thursday, May 27, 2021; ii. To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, May 27, 2021. 4. Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF / JPG Format) of their respective Board or governing body Resolution / Authorization etc., authorizing their representative to attend the AGM through VC / OAVM on their behalf and to vote through remote e-Voting. The said Resolution / Authorization shall be sent to the Scrutinizer by e-mail on its registered e-mail address to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in. 5. The Company has fixed Thursday, May 27, 2021 as the 'Record Date' for determining entitlement of members to final dividend for the financial year ended March 31, 2021, if approved at the AGM. 6. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on Monday, June 14, 2021 as under: 7. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition and relodged transfers of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated December 2, 2020 had fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the proxy need not be a Member of the Company. shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, TSR Darashaw Consultants Private Limited (""TCPL"") for assistance in this regard. Members may also refer to Frequently Asked Questions (""FAQs"") on Company's website https://on.tcs.com/demat-faq. # 8. Members who have not yet registered their e-mail addresses are requested to register the same with their Depository Participants (""DP"") in case the shares are held by them in electronic form and with TCPL in case the shares are held by them in physical form. # 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, etc., to their DPs if the shares are held by them in electronic form and to TCPL if the shares are held by them in physical form. # Process for registration of e-mail id for obtaining Notice of the AGM along with Integrated Annual Report. To register e-mail address for all future correspondence and update the bank account details, please follow the below process: |Physical Holding|Send a request to TCPL at csg-unit@tcplindia.co.in:| |---|---| | |i) To register e-mail address, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN and AADHAR (self-attested scanned copy of both PAN card and Aadhar card)| | |ii) To update bank account details, please send the following additional documents / information followed by the hard copies:| | |a) Name of the bank and branch address,| | |b) Type of bank account i.e., savings or current,| | |c) Bank account no. allotted after implementation of core banking solutions,| | |d) 9-digit MICR code no., and| | |e) 11-digit IFSC code| | |f) Original cancelled cheque bearing the name of the first shareholder, failing which a copy of the bank passbook / statement attested by a bank| If your e-mail address is not registered with the Depositories (if shares held in electronic form) / Company (if shares held in physical form), you may register on or before 5:00 p.m. (IST) on Thursday, June 3, 2021 to receive the Notice of the AGM along with the Integrated Annual Report 2020-21 by completing the process as under: 1. Visit the link https://tcpl.linkintime.co.in/EmailReg/Email_Register.html 2. Select the name of the Company from dropdown File: AR_TCS_2020_2021.md 3."
+"Enter details in respective fields such as DP ID and Client ID (if shares held in electronic form) / Folio no. and Certificate no. (if shares held in physical form), Shareholder name, PAN, mobile no. and e-mail id. Integrated Annual Report 2020-21 Notice | 37 # Integrated Annual Report 2020-21 # Notice d. System will send OTP on mobile no. and e-mail id. e. Enter OTP received on mobile no. and e-mail id. Members may note that the Notice and Integrated Annual Report 2020-21 will also be available on the Company's website www.tcs.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TCPL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends / shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in. For details, please refer to corporate governance report which is a part of this Integrated Annual Report and FAQ of investor page on Company's website https://on.tcs.com/IR-FAQ. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the AGM. Members seeking any information with regard to the financial statements or any matter to be placed at the AGM, are requested to write to the Company on or before June 9, 2021 through e-mail on investor.relations@tcs.com. The same will be replied by the Company suitably. Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their PAN with the DP (if shares held in electronic form) and Company / TCPL (if shares held in physical form). Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. Members attending the meeting through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G / 15H, to avail the benefit of non-deduction of tax at source by e-mail to TCSExemptforms2021@tcplindia.co.in by 11:59 p.m. IST on May 25, 2021. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders [including Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors(FPIs)] can avail beneficial rates under the tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose the shareholder may submit the above documents (PDF / JPG Format) by e-mail to TCSExemptforms2021@tcplindia.co.in. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on May 25, 2021. For further details and formats of declaration, please refer to FAQs on Taxation of Dividend available on the Company's website at https://on.tcs.com/IR-FAQ. # 18. Instructions for e-Voting and joining the AGM are as follows: # A. VOTING THROUGH ELECTRONIC MEANS i."
+"In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below. ii. The remote e-Voting period commences on Monday, June 7, 2021 (9:00 a.m. IST) and ends on Wednesday, June 9, 2021 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, June 3, 2021 i.e. cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by NSDL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-Voting facility either during the period commences June 7, 2021 to June 9, 2021 or e-Voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM. iii. The Members who have cast their vote by remote e-Voting prior to the AGM may attend / participate in the AGM through VC / OAVM but shall not be entitled to cast their vote on such resolution again. iv. The Board of Directors have appointed P N Parikh (Membership No. FCS 327) and failing him Jigyasa Ved (Membership No. FCS 6488) of Parikh & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the e-Voting process in a fair and transparent manner. v. The voting rights of Members shall be in proportion to their shares in the paid-up capital of the Company. # vii. The details of the process and manner voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. # vi. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he / she is already registered with NSDL for remote e-Voting then he / she can use his / her existing User ID and password for casting the vote. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under ""Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."" # Step 1: Access to NSDL e-Voting system # Step 2: Cast your vote electronically and join virtual meeting on NSDL e-Voting system. Details on Step 1 are mentioned below: # I) Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode. Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on ""e-Voting facility provided by Listed Companies"", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the. Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-Voting facility. # Type of shareholders # Login Method # Individual Shareholders holding securities in demat mode with NSDL 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the ""Beneficial Owner"" icon under ""Login"" which is available under ""IDeAS"" section. 3. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. 4."
+"After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting. # Individual Shareholders holding securities in demat mode with CDSL 1. Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi / Easiest the user will also be able to see the e-Voting Menu. The Menu will have links of ESP i.e. NSDL portal. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. # e-Voting website of NSDL 1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 2. Once the home page of e-Voting system is launched, click on the icon ""Login"" which is available under 'Shareholder/Member' section. Integrated Annual Report 2020-21 Notice | 41 # Type of shareholders # Login Method Individual Shareholders (holding securities in demat mode) logging through their depository participants: 1. You can also login using the login credentials of your demat account through your DP registered with NSDL / CDSL for e-Voting facility. 2. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting. Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites. # Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL. |Login type|Helpdesk details| |---|---| |Securities held with NSDL|Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30| |Securities held with CDSL|Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43| # II) Login method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. # How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon ""Login"" which is available under ""Shareholders / Member"" section. 3. A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen. 4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically. 5. Your User ID details are given below: |Manner of holding shares|Your User ID is:| |---|---| |a) For Members who hold shares in demat account with NSDL.|8 Character DP ID followed by 8 Digit Client ID. For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******| |b) For Members who hold shares in demat account with CDSL.|16 Digit Beneficiary ID."
+"For example, if your Beneficiary ID is 12************** then your user ID is 12**************| |c) For Members holding shares in Physical Form.|EVEN Number followed by Folio Number registered with the company. For example, if EVEN is 123456 and folio number is 001*** then user ID is 123456001***| Integrated Annual Report 2020-21 Notice | 42 # 6. Your password details are given below: for shares held in physical form. d) Members can also use the one-time password (OTP) based login for casting the votes on the e-Voting system of NSDL. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you by NSDL. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. c) How to retrieve your 'initial password'? i) If your e-mail ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from evoting@nsdl.com. Open the e-mail and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number. ii) In case you have not registered your e-mail address with the Company / Depository, please follow instructions mentioned below in this notice. # 7. If you are unable to retrieve or have not received the 'initial password' or have forgotten your password: a) Click on ""Forgot User Details / Password?"" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) ""Physical User Reset Password?"" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your registered address. # 8. After entering your password, click on Agree to ""Terms and Conditions"" by selecting on the check box. # 9. Now, you will have to click on ""Login"" button. # 10. After you click on the ""Login"" button, Home page of e-Voting will open. # Details on Step 2 are mentioned below: # How to cast your vote electronically on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies ""EVEN"" in which you are holding shares and whose voting cycle and General Meeting is in active status. 2. Select ""EVEN 115987"" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ""VC/OAVM"" link placed under ""Join General Meeting"". # 3. Now you are ready for e-Voting as the Voting page opens. # 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on ""Submit"" and also ""Confirm"" when prompted. # 5. Upon confirmation, the message ""Vote cast successfully"" will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number from depository. # 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. # 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER: # 1. Members will be able to attend the AGM through VC / OAVM or view the live webcast of the AGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for access to NSDL e-Voting system. After successful login, you can see link of VC / OAVM placed under Join General meeting menu against company name. You are requested to click on VC / OAVM link placed under Join General Meeting menu. # 2."
+"In case of any queries relating to e-Voting you may refer to the FAQs for Shareholders and e-Voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in. # 3. Members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing demat account number / Folio number, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained above. # 4. The instructions for members for e-Voting on the day of the AGM are mentioned in point number 18 (A). # General Guidelines for shareholders It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. # Facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled for the AGM. # 3. Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in / 1800 1020 990 and 1800 22 44 30 or contact Amit Vishal, Senior Manager - NSDL at amitv@nsdl.co.in/ or Sagar Ghosalkar, Assistant Manager- NSDL at sagar.ghosalkar@nsdl.co.in. # 4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID / folio number, PAN, mobile number at tcsagm.speakers@tcs.com from June 4, 2021 (9:00 a.m. IST) to June 6, 2021 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. # Other Instructions 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting (votes cast during the AGM and votes cast through remote e-Voting) and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. 2. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com / immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. By Order of the Board of Directors Rajendra Moholkar Company Secretary Membership No. ACS 8644 Mumbai, April 12, 2021 Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: 91 22 6778 9595 E-mail: investor.relations@tcs.com Website: www.tcs.com # Annexure to the Notice # Particulars # N Chandrasekaran |DIN|00121863| |---|---| |Memberships / Chairmanships of committees of other companies|Tata Sons Private Limited| | |* Nomination and Remuneration Committee| | |* Corporate Social Responsibility Committee*| | |Tata Steel Limited| | |* Nomination and Remuneration Committee| | |* Executive Committee of the Board*| | |Tata Motors Limited| | |* Nomination and Remuneration Committee| | |The Indian Hotels Company Limited| | |* Nomination and Remuneration Committee| | |The Tata Power Company Limited| | |* Nomination and Remuneration Committee| | |* Executive Committee of the Board*| | |Tata Consumer Products Limited| | |* Nomination and Remuneration Committee| | |Tata Chemicals Limited| | |* Nomination and Remuneration Committee| | |TCS Foundation| | |Tata Chemicals Limited| |Number of shares held in the Company|177,056| *Chairman of the Committee For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the corporate governance report which is a part of this Integrated Annual Report. Integrated Annual Report 2020-21 Notice | 46 # Directors' Report To the Members, The Directors present the Integrated Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2021."
+"The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results |(` crore)| | |Standalone|Consolidated| | |---|---|---|---|---|---| |Financial Year 2020-21 (FY 2021)|Financial Year 2019-20 (FY 2020)|Financial Year 2020-21 (FY 2021)|Financial Year 2019-20 (FY 2020)| | | | |Revenue from operations|135,963|131,306|164,177|156,949| | |Other income|5,400|8,082|3,134|4,592| | |Total income|141,363|139,388|167,311|161,541| | |Expenses| | | | | | |Operating expenditure|95,653|93,953|117,631|114,840| | |Depreciation and amortisation expense|3,053|2,701|4,065|3,529| | |Total expenses|98,706|96,654|121,696|118,369| | |Profit before finance costs, exceptional item and tax|42,657|42,734|45,615|43,172| | |Finance costs|537|743|637|924| | |Profit before exceptional item and tax|42,120|41,991|44,978|42,248| | |Exceptional item| | | | | | |Provision towards legal claim|1,218|-|1,218|-| | |Profit before tax|40,902|41,991|43,760|42,248| | |Tax expense|9,942|8,731|11,198|9,801| | |Profit for the year|30,960|33,260|32,562|32,447| | |Attributable to:| | | | | | |Shareholders of the Company|30,960|33,260|32,430|32,340| | |Non-controlling interests|NA|NA|132|107| | |Opening balance of retained earnings|71,532|77,159|78,810|85,520| | |Closing balance of retained earnings|70,928|71,532|79,586|78,810| # 2. COVID-19 The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. Global solutions are needed to overcome the challenges - businesses & business models have transformed to create a new work order. The swift transition to remote working was facilitated by the Secure Borderless Workspaces™ model adopted by the Company. The physical and emotional wellbeing of employees continues to be a top priority for the Company, with several initiatives to support employees and their families during the pandemic. The Company has invested in setting up medical helplines, ambulance services and first line Covid Care Centers within TCS premises, and has also extended counselling and self-help services providing mental & emotional support to employees. The Company has reimagined employee engagement, which transcends geographic barriers by embracing virtual technologies and embraces our diverse workforce. Initiatives like the #OneTCS channel, designed to reduce stress and the feeling of isolation, hosted inspirational leaders, mental health experts, virtual town halls and a global talent hunt competition to boost morale of employees. File: AR_TCS_2020_2021.md The SBWS™ model has been institutionalized and based on the Company's performance, the Directors have declared interim dividends of `23 per equity share involving a cash outflow of `8,598 crore. The Directors have also recommended a final dividend of `15 per equity share, the final dividend on equity shares, if approved by the Members, would involve a cash outflow of `5,549 crore. The total dividend for FY 2021 amounts to `38 per equity share and would involve a total cash outflow of `14,147 crore, resulting in a dividend payout of 44.3 percent* of the standalone profits of the Company. In addition to the above, the Company bought back 5,33,33,333 equity shares at a price of `3,000 per equity share for an aggregate consideration of `16,000 crore. The offer size of the buy-back was 19.96 percent and 18.11 percent of the aggregate paid-up equity share capital and free reserves as per audited condensed standalone interim financial statements and audited condensed consolidated interim financial statements of the Company as on September 30, 2020, respectively. The buy-back represented 1.42 percent of the total issued and paid-up equity share capital of the Company. The buy-back process was completed and the shares were extinguished on January 6, 2021. *Excluding provision towards legal claim. # 3. Return of surplus funds to Shareholders In line with the practice of returning 80 to 100 percent free cash flow to shareholders. # 5. Company's performance The shareholder's payout with respect to dividend and buy-back including tax on buy-back (excluding transaction costs, other incidental and related expenses) aggregated to ₹33,873 crore, resulting in a payout of 106.1 percent* of the standalone profits of the Company. In FY 2020, the Company paid a total dividend of ₹73 per equity share, including a special dividend of ₹40 per equity share, which resulted in an outflow of ₹31,895 crore and a dividend payout of 95.9 percent of the standalone profits of the Company. On a consolidated basis, the revenue for FY 2021 was ₹164,177 crore, higher by 4.6 percent over the previous year's revenue of ₹156,949 crore. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2021 and FY 2020 was ₹33,520 crore* and ₹32,447 crore, respectively. The profit after tax (PAT) attributable to shareholders for FY 2021 and FY 2020 was ₹33,388 crore* and ₹32,340 crore, respectively. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") is available on the Company's website on https://on.tcs.com/Dividend. # 6."
+"Human resource development The Company continued its track record of pioneering industry-first practices by embracing online hiring, conducting around 100,000 virtual interviews, and pivoting the TCS NQT completely to virtual mode. Over 368K students from 3,100+ colleges attended the TCS NQT from the safety of their homes. This year the Company's Learning Intensity has increased significantly, by almost 37%. The Company launched TCS Elevate, a merit-based talent framework to bring further tighter linkage between learning and careers, and to drive a culture of continuous learning and aspiration for accelerated career paths. Over 138,000 associates have been on-boarded to this program. The closing balance of the retained earnings of the Company for FY 2021, after all appropriation and adjustments was ₹70,928 crore. *Excluding provision towards legal claim. # Integrated Annual Report 2020-21 # Directors' Report these top campuses. The Company had a net information security practices and mature Enablement Functions such as HR, Marketing, Administration, IT Infrastructure, Delivery Excellence, Internal IT, and Research. addition of 40,185, taking its total associate count to 488,649. A digital online onboarding model helped the Company to effectively integrate associates hired across the globe. Its diverse workforce includes 154 nationalities across 46 countries. The Company is one of the largest employers of women in the world. Sustained efforts to improve gender diversity, through focused hiring, mentoring and coaching women employees, have resulted in women currently accounting for 36.5 percent of the workforce. TCS' commitment to its employees and its pioneering and innovative HR initiatives have won it many awards and accolades from top Industry bodies such as ATD and Brandon Hall. The Company's internal associate satisfaction survey PULSE showed the highest associate satisfaction and engagement scores in the last 13 years. This is also reflected in its LTM attrition rate of 7.2 percent, which is an industry benchmark, and its lowest ever. # Quality initiatives The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust business continuity management by successfully completing annual re-certification/surveillance audits for various industry standards and models. While standard Agile pushes for collaboration within a physical setting, TCS had to invent a method to bring agility without the need for physical co-location of teams. TCS created the Location Independent Agile™ providing comprehensive blueprints of team configurations, practices and technology for collaboration such as Open Agile Collaborative Workspace (OACW) so that team members from any part of the world can work together without location constraints. Agile is a method to accelerate the speed of delivery in software development. TCS saw an opportunity to elevate Agile by applying it to everything an organization does spanning market research, innovation, product development, sales, delivery, and support functions, allowing organization wide delivery and innovation at high speeds, breaking departmental barriers and transcending location constraints. TCS calls this as Enterprise Agile. By converting Agile into a strategic enterprise transformation lever, TCS created many capabilities, including the world's largest Agile workforce. TCS has filed five patents in the Agile space. Today, industry Agile experts and analysts acknowledge TCS' leadership in Agile. TCS handles over 12,000 Agile projects contributing to 85 percent of IT services revenue. TCS has also added a key term to the worldwide agile vocabulary by introducing the concept of Agility Debt™ - an index that uniquely measures an organization's agility. TCS saw customers who undertook holistic Agile Transformations growing faster than their peers, and more than 90 percent of customers. # 8. Subsidiary companies Services Ireland Limited was incorporated as a wholly owned subsidiary of the Company in Ireland to provide the aforesaid services. The Company has 50 subsidiaries as on March 31, 2021. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). There has been no material change in the nature of the business of the subsidiaries. - CMC Americas, Inc., a US based subsidiary of the Company was voluntarily dissolved with effect from December 16, 2020 as CMC Americas Inc. and TCS both provide similar services. This would also enable rationalization of the number of entities in the US. - The Equity stake in Technology Outsourcing S.A.C., was sold to Banco Pichincha Peru on December 1, 2020, at book value, consequent to which Technology Outsourcing S.A.C. ceased to be the subsidiary of the Company."
+"- On January 1, 2021, Tata Consultancy Services Netherlands B.V., a wholly owned subsidiary of the Company acquired 100 percent shares of Postbank Systems AG (PBS), a subsidiary of Deutsche Bank AG at an estimated transaction value at a symbolic 1 Euro. PBS is the full-range captive IT service provider that provides project management, application management and infrastructure support services to Postbank and other subsidiaries of Deutsche Bank. As a part of transaction, PBS and its around 1,500 employees become part of TCS which helped in deepening the relationship between the two organizations and add to TCS' scale in Germany and strengthen its growth outlook. - In November 2020, TCS entered into an agreement with Prudential Financial, Inc.(PFI) to acquire over 1,500 staff and select assets of Pramerica Systems Ireland Ltd. (Pramerica), PFI's subsidiary based in Letterkenny, Ireland. The intent of the transaction was for TCS to establish a new global delivery centre in Ireland to provide PFI with a range of business and technology services, while also expanding TCS nearshore capabilities to provide multifunctional, digital services and solutions to other customers in Ireland, the UK, Europe and the US. The Company accomplished the Enterprise Agile 2020 vision by October 2020 satisfying all the KPI's that were set, which the Company believes is first of its kind in the industry. The Company has 427,000+ Agile Ready workforce with 86 percent of them functioning as Practitioners in client projects. The Company's AgiltyDebt™ stands below 0.25 and more than 70 percent of new projects getting initiated are following agile methods. Technologies and Investments from 'Enterprise Agile' initiative gave the foundation for Secure Borderless Workspaces (SBWS™), which is the backbone for our associates to work remotely from wherever they feel safe. To reduce the delivery risks during the pandemic, the Company had rolled out Guidelines for ""Service Delivery under SBWS™ and the SBWS™ Governance utility. It has been monitoring the 20,000+ projects across the globe through digitized dashboards. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels in the periodic surveys conducted by the Company. This is validated by top rankings in third party surveys as well. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website on https://www.tcs.com/investor-relations. # 9. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2021. N. Chandrasekaran retires by rotation and being eligible, offers himself for re-appointment."
+"A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. Pursuant to the provisions of Section 203 of the Act, Rajesh Gopinathan, Chief Executive Officer and Managing Director, N. Ganapathy Subramaniam, Chief Operating Officer and other key managerial personnel. # 12. Board evaluation The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. # 13. Policy on directors' appointment and remuneration and other details The Company's policy on appointment of directors is available on the Company's website on https://on.tcs.com/ApptDirectors. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company's website on https://on.tcs.com/remuneration-policy. # 11. Number of meetings of the Board Seven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. Executive Director, Ramakrishnan V., Chief Financial Officer and Rajendra Moholkar, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2021. Ramakrishnan V. has been the Chief Financial Officer since February 21, 2017. He will be retiring from the services of the Company effective April 30, 2021. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure with the Company. During the year under review, the Board at its meeting held on October 7, 2020 appointed Samir Seksaria as the Chief Financial Officer Designate of the Company to take over from Ramakrishnan V. as Chief Financial Officer, with effect from May 1, 2021. Samir Seksaria has been with TCS since 1999 and has held various positions in business consulting and finance. He is a commerce graduate from Narsee Monjee College, Mumbai and a member of the Institute of Chartered Accountants of India. # 14. Corporate social responsibility The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website on https://on.tcs.com/Global-CSR-Policy. # 15. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 16."
+"Audit committee The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. # 17. Auditors At the twenty-second AGM held on June 16, 2017 the Members approved appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-seventh AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. # 18. Auditor's report and Secretarial audit report The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II. # 19. Risk management The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 20. Vigil Mechanism The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. This Policy is available on the Company's website on https://on.tcs.com/WhistleBP. # 21. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements. # 22. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2020-21 and hence does not form part of this report. # 23. Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Company's website on https://on.tcs.com/annual-return-20-21. # 24. Particulars of employees The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: # a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year: |Name|Ratio to median remuneration|% increase in remuneration in the financial year| | |---|---|---|---| |Non-executive Directors:| | | | |N. Chandrasekaran*|-|-| | |O P Bhatt|36.91|15.00| | |Aarthi Subramanian#|-|-| | |Dr. Pradeep Kumar Khosla|29.69|32.14| | |Hanne Sorensen|29.69|32.14| | |Keki Mistry|32.09|42.86| | |Don Callahan|32.09|42.86| | |Executive Directors:| | | | |Rajesh Gopinathan|326.81|52.21| | |N. Ganapathy Subramaniam|258.43|59.18| | |Chief Financial Officer|Ramakrishnan V.|-|60.30| |Company Secretary|Rajendra Moholkar|-|76.00| * As a policy, N. Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. # In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company and hence not stated. # 25. Integrated Report The Company being one of the top companies in the country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital. # b. The percentage increase in the median remuneration of employees in the financial year: (0.03) percent owing to decrease in remuneration of 15 percent in FY 2020 in view of the economic conditions impacted by the COVID-19 pandemic. # c. The number of permanent employees on the rolls of Company: 488,649. # d."
+"Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was 5.2 percent in India. However, during the course of the year, the total increase is approximately 6.4 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 2 percent to 6 percent. The increase in remuneration is in line with the market trends in the respective countries. # e. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. # f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. # 26. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. # 27. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 28. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy The Company saw a year-on-year reduction in absolute energy use by 46.6 percent in MWh and an absolute carbon footprint reduction (across Scope 1 and Scope 2) by 48.8 percent (in tonnes of carbon dioxide equivalent). This reduction was not commensurate to the extremely low occupancy because some utilities had to be run to maintain the infrastructure. TCS' specific greenhouse gas emissions (Scope 1 + Scope 2) comes to 0.54 tCO2e/ FTE (Full Time Equivalent)/Annum in the current reporting year, a reduction of 53 percent Y-O-Y. This is estimated with the actual carbon footprint and a notional FTE (working out of TCS offices), considering an increase of 8.23 percent in the FTE over the last reporting year. This increase in FTE, is in line with the TCS global headcount growth. # Technology absorption, adaption and innovation The total rooftop solar energy generation across the campuses increased to 8.1 MWp contributing to 2.5 percent of total electricity use in the reporting year. Total renewable energy used - from rooftop solar power plants and through power purchase agreements was 45.5 million units amounting to 15.6 percent of the total electricity consumption. File: AR_TCS_2020_2021.md The Company achieved the target power utilization efficiency (PUE) of 1.65 across 21 of 23 target data centers. The Company has also taken up additional 44 data centers for this initiative and reduced weighted average PUE of all DCs to 1.77 in reporting year from 2.4 in 2017. The Company has focused on temporary closure of ODCs and hub rooms as SBWSTM was approved by customers and all stakeholders, leading to further reduction in energy consumption. The investment in IoT based energy management system helped the Company to define a new normal of consumption profile, leveraging cognitive AI/ML algorithms and monitoring performance against it to drive efficiency. TCS continues to expand its foundational research, in core computing areas and the intersections with other sciences. New areas of focus include DNA computing, AI for protein design, cognitive robotics, meta materials, quantum computing and sensing. Research and Innovation teams worked with cross-functional teams across the Company on strategic initiatives such as Patents, Products & Platforms (3P), Technology Change Management, 5G, Cloud and Cyber Security."
+"TCS Research and Innovation (R&I) commemorated the 40th year of its founding by adopting a new brand statement ""Inventing for Impact"". In keeping with its purpose-driven worldview, TCS R&I teams were engaged in 72 COVID related initiatives around the world, working with local, national and international bodies, adopting multiple approaches: leveraging TCS IP, collaborating with partners, and offering individual consultative inputs across many areas, such as drug candidate molecule discovery, COVID data management, diagnostic kits, epidemiological study and management. # TCS R&I continues to build its intellectual property More than 240 papers were presented at conferences or published in journals. The New Products and Solutions Development framework that governs the emerging pipeline of IP, and IP-leveraged offerings continued to expand the Company's portfolio with new offerings like TCS Dynaport™, TCS Consent Management Solution, and TCS Omnistore™ to support the next wave of growth. Numerous new technology use cases were piloted for customers in various industry segments. # Innovation Culture TCS continued to foster the culture of innovation, organizing one crowdsourced innovation a week. The TCS Innovista competition attracted over 10,290 entries from across the organization. The Company set up a community of Innovation Champions who serve as innovation ambassadors, helping customers leverage the best of TCS for their growth and transformation. Its Co-Innovation Network (TCS COIN™) initiative continued to expand, with 67 ongoing projects in emerging technologies with global academic partners, and with over 2,400 start-ups in its emerging technology ecosystem. # Future Course of Action TCS will continue to scale the Patents, Products and Platforms strategy across the organization, harnessing the collective knowledge and creativity of internal teams and of partners to deliver innovative solutions in support of the Company's pursuit of the growth and transformation opportunity and longer term sustainability goals. # Expenditure on R&D TCS innovation Labs are located in India and other parts of the world. These R&D centers, as certified by Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. # Awards and Recognition TCS won CII's Industrial Intellectual Property Awards 2020. R&I won the Business Culture Award, and several of the Company's products and platforms won multiple awards across the world. The Company continued to contribute to standards bodies especially in ISO SC7 and Systems Engineering. As of March 31, 2021, the Company has applied for 5,879 patents cumulatively and has been granted 1,850 patents. # PACE Ports The Company's existing portfolio of products and platforms continued to grow, with new releases in FY 2021 with additional features and functionality, and expansion of the ignio™, TCS ADD and TCS BaNCS™ suites with new products covering adjacencies. The Company's Pace Ports, which are experiential spaces connecting customers to all of TCS' organizational capabilities in innovation, technology and industry expertise, hosted several events and workshops. In FY 2021, three new PACE Ports, in Pittsburgh, Toronto and Amsterdam respectively, commenced virtual operations. The PACE Internship Program was launched this year in Amsterdam with a batch of students pursuing Masters in Innovation & Digitalization from Nyenrode Business University. # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2021 and FY 2020 |Expenditure on R&D and innovation| |Standalone| |Consolidated| | |---|---|---|---|---|---| | | |FY 2021|FY 2020|FY 2021|FY 2020| |a. Capital| |1|2|1|2| |b. Recurring| |298|300|302|304| |c. Total R&D expenditure (a+b)| |299|302|303|306| |d. Innovation center expenditure| |1,546|1,458|1,614|1,561| |e. Total R&D and innovation expenditure (c+d)| |1,845|1,760|1,917|1,867| |f. R&D and innovation expenditure as a percentage of total turnover| |1.4%|1.3%|1.2%|1.2%| # Foreign exchange earnings and outgo Export revenue constituted 94.0 percent of the total standalone revenue in FY 2021 (93.4 percent in FY 2020). |Foreign exchange earnings and outgo|FY 2021|FY 2020| |---|---|---| |a. Foreign exchange earnings|130,720|128,501| |b. CIF Value of imports|241|569| |c. Expenditure in foreign currency|54,800|51,748| # Acknowledgements Padma Bhushan Shri. F. C. Kohli, founder and the first CEO of TCS, passed away on November 26, 2020. The Directors place on record their deep appreciation of his vision, leadership, enormous contribution and monumental work in laying the foundation of the Indian IT Industry and express a deep gratitude to his indefatigable, influential spirit for shaping TCS and the fabric of TCS culture. The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation."
+"The Directors mourn the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N. Chandrasekaran Chairman Mumbai, April 12, 2021 # Annexure I # Annual Report on CSR Activities # 1. Brief outline on CSR Policy of the Company TCS' vision is to empower communities by connecting people to opportunities in the digital economy and mission is to build inclusive, equitable and sustainable pathways for all including youth, women and marginalized communities. By prioritizing TCS' focus on education, skilling, entrepreneurship and employment it seeks to help people and communities bridge the opportunity gap. The Company also supports health, wellness, water, sanitation and hygiene needs of communities, especially those that are marginalized. TCS also supports conservation and relief efforts to communities at the time of natural and man-made disasters. Its focus on preserving art and heritage as well as supporting action against climate change remains consistent. By applying its resources towards communities that need it the most, TCS ensures equitable access. The Company's CSR strategy incorporates an inclusive approach into the design of every program. In India this is aligned to its support of the Government of India's Affirmative Action Policy and the Tata Group's Affirmative Action Program. To achieve transformational impact, TCS leverages the best of the Company's capabilities - its intellectual, technology, human and financial capital. TCS aims to create innovative solutions to societal challenges applying its contextual knowledge while harnessing the expertise of a diverse network of leaders; execute and scale programs using its technology capabilities; engage its large employee base to volunteer their time, skills and expertise as last-mile connectors and make impact investments in large scale, sustainable, multi-year programs that empower communities. The projects undertaken are within the broad framework of Schedule VII of the Companies Act, 2013. Details of the CSR policy and projects or programs undertaken by the Company are available on links given below: https://on.tcs.com/Global-CSR-Policy https://www.tcs.com/corporate-social-responsibility # 2. Composition of the CSR committee: |Sr. No.|Name of Director|Designation / Nature of Directorship|Number of meetings of CSR Committee held during the year|Number of meetings of CSR Committee attended during the year| |---|---|---|---|---| |1|N. Chandrasekaran|Chairman, Non-independent Non-Executive Director|4|4| |2|O. P. Bhatt|Member, Independent, Non-Executive Director|4|4| |3|N. Ganapathy Subramaniam|Member, Non-Independent, Executive Director|4|4| # 3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company Composition of the CSR committee shared above and is available on the Company's website on https://www.tcs.com/corporate-governance. CSR policy - https://on.tcs.com/Global-CSR-Policy CSR projects - https://www.tcs.com/corporate-social-responsibility # 4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). TCS has been conducting internal impact assessments to monitor and evaluate its strategic CSR programs. The Company takes cognizance of sub-rule (3) of rule 8 of the Companies CSR Policy Rules 2014 and has initiated steps to conduct impact assessment of CSR projects through an independent agency. There are no projects undertaken or completed after January 22, 2021, for which the impact assessment report is applicable in FY 2021. # 5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any |Sr. No.|Financial Year|Amount available for set-off from preceding financial years (in `)|Amount required to be setoff for the financial year, if any (in `)| |---|---|---|---| |-| |NIL|NIL| Integrated Annual Report 2020-21 Directors' Report | 61 # 6. Average net profit of the Company as per Section 135(5): `33,153 crore # 7. # (a) Two percent of average net profit of the Company as per section 135(5) : `663 crore # (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL # (c) Amount required to be set off for the financial year, if any : NIL # (d) Total CSR obligation for the financial year (7a+7b-7c) : `663 crore # 8. # (a) CSR amount spent or unspent for the financial year: |Total Amount Spent for the Financial Year."
+"(` crore)|Total Amount transferred to Unspent CSR Account as per Section 135(6)| | |---|---|---| |674|NIL| | |Amount Unspent (` crore)|Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)| | |Name of the Fund|Amount|Date of transfer| |-|NIL|-| Integrated Annual Report 2020-21 Directors' Report | 62 # (b) Details of CSR amount spent against ongoing projects for the financial year: |Sr. No.|Name of the Project|Item from the list of activities in Schedule VII to the Act|Local area (Yes/No)|State|District| |---|---|---|---|---|---| |1|Tata Translational Cancer Research Center|(i)|Yes|West Bengal|Kolkata| |2|BridgeIT - CADAM (Project 2)|(ii)|Yes|Madhya Pradesh|Satna, Rewa| | | | | |Uttar Pradesh|Datia, Chhatarpur, Nawada| | | | | |Bihar|Ranchi, Ramgarh| | | | | |Jharkhand|North 24 Parganas| |3|BridgeIT - DF (Project 2)|(ii)|Yes|Karnataka|Raichur, Yadgir, Gajapati and Rayagada| |4|BridgeIT - DF (Project 1)|(ii)|No|Mizoram|Aizawl, Raichur| |5|BridgeIT - CADAM (Project 1)|(ii)|Yes|Haryana|Ambala, Kurukshetra| | | | | |Rajasthan|Bharatpur, Dholpur| TOTAL *Represents value less than `0.50 crore. |Project duration (in `)|Amount allocated for the project (in `)|Amount spent in the current financial Year (in `)|Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in `)|Mode of Implementation - Direct (Yes/No)|Mode of Implementation - Through Name|CSR Registration number| |---|---|---|---|---|---|---| |6 years|79|3|-|No|Tata Medical Center Trust|CSR00002920| |5 years|6|1|-|No|Centre for Alternative Dalit Media|CSR00004191| |5 years|3|1|-|No|Development Focus|CSR00002377| |5 years|1|-*|-|No|Development Focus|CSR00002377| |5 years|3|-*|-|No|Centre for Alternative Dalit Media|CSR00004191| # Details of CSR amount spent against other than ongoing projects for the financial year: |Sr. No.|Name of the Project|Item from the list of activities in schedule VII to the Act|Local area (Yes/ No)|Location of the project State|District|Amount spent (` crore)|Mode of implementation - Direct (Yes/No)|Mode of implementation - Through implementing agency Name|CSR registration number| |---|---|---|---|---|---|---|---|---|---| |1|Contribution for Schedule VII activities|(i), (ii), (iv), (v)|Yes|Pan India| |351|No|TCS Foundation|CSR00002960| |2|COVID support - PM CARES Fund|(viii)|Yes|Pan India| |256|No|PM CARES Fund|-| |3|COVID support - Quarantine centre, supply of disinfectant and food packets distribution|(i), (xii)|Yes|Uttar Pradesh|Noida|12|Yes|-|-| |4|Education and skill building projects|(ii)|Yes|Pan India| |7|Yes|-|-| |5|Digital Nerve Centre|(i)|Yes|Pan India| |6|Yes|-|-| |6|COVID support - Food distribution for frontline healthcare workers|(i), (xii)|Yes|Maharashtra|Mumbai|5|No|Taj Public Service Welfare Trust|CSR00000540| |7|Community transformation projects|(ii) (iii)|Yes|Pan India| |5|Yes|-|-| |8|Hospital Management System at Cancer Institute and Tata Medical Centre|(i)|Yes|Tamil Nadu|Chennai|2|Yes|-|-| |9|Centre of Excellence in Cyber Security|(ii) (iii)|Yes|Tamil Nadu|Coimbatore|2|No|Coimbatore Institute of Technology|Registration in progress| Integrated Annual Report 2020-21 Directors' Report | 64 |(1)|(2)|(3)|(4)| |(5)|(6)|(7)| |(8)| |---|---|---|---|---|---|---|---|---|---| |Sr. No.|Name of the Project|Item from the list of activities in schedule VII to the Act|Local area (Yes/ No)|Location of the project|Amount spent for the project (` crore)|Mode of implementation - Direct (Yes/No)|Mode of implementation - Through implementing agency Name|CSR registration number| | |10|Support towards Museum of Art & Photography|(v)|Yes|Karnataka|Bengaluru|1|No|Art & Photography Foundation|Registration in progress| |11|Adult Literacy Program|(ii)|Yes|Madhya Pradesh|Ujjain, Allahabad, Uttar Pradesh, Jaipur, Dausa, Rajasthan, Haryana|-*|No|Humana People To People India|CSR00000929| |12|Impact India Foundation|(i)|Yes|Maharashtra|Mumbai|-*|Yes|-|-| |13|Infrastructure support to Hospital|(i)|Yes|Maharashtra|Mumbai|-*|No|Society for Rehabilitation of Crippled Children|CSR00003225| |14|Restoration and rejuvenation of Siruseri Lake|(iv)|Yes|Tamil Nadu|Chengalpattu|-*|Yes|-|-| |15|Andhra Pradesh Social Welfare Residential Educational Institutions Society (APSWREIS) - Student Digital Innovation Program goIT|(ii)|Yes|Andhra Pradesh|Ananthapur, Vizianagaram, Srikakulam, Kadapa, Guntur|-*|Yes|-|-| |16|Scholarship program|(ii)|Yes|Madhya Pradesh|Chhindwara|-*|No|NIIT Foundation|CSR00000621| |17|Holistic empowerment of differently abled children|(ii)|Yes|Tamil Nadu|Chennai|-*|No|Ramana Sunritya Aalaya Trust|Registration in progress| *Represents value less than `0.50 crore. Integrated Annual Report 2020-21 Directors' Report | 65 |(1)|(2)|(3)|(4)| |(5)|(6)|(7)| |(8)| | |---|---|---|---|---|---|---|---|---|---|---| |Sr. No.|Name of the Project|Item from the list of activities in schedule VII to the Act|Local area (Yes/ No)| |Location of the project|Amount spent for the project (` crore)|Mode of implementation - Direct (Yes/No)|Mode of implementation - Through implementing agency Name|CSR registration number| | |18|Jal Jeevan Mission|(i)|Yes|Himachal, Uttarakhand, Maharashtra, Rajasthan, Jharkhand, Guajrat, Sikkim, Manipur, Goa| | |-*|Yes#|Tata Community Initiatives Trust|CSR00002739| |19|Archaeometallurgical insights on ancient excavations|(v)|Yes|Tamil Nadu Keeladi, Kodumanal, Adichanallur| | |-*|No|National Institute of Advanced Studies|Registration in progress| | |TOTAL| | | | |647| | | | | *Represents value less than `0.50 crore. # Jal Jeevan Mission project is being jointly implemented with Tata Community Initiatives Trust, CSR reg. no. - CSR00002739 (d) Amount spent in Administrative Overheads: `22 crore (e) Amount spent on Impact Assessment, if applicable: NIL (f) Total amount spent for the Financial Year (8b+8c+8d+8e): `674 crore (g) Excess amount for set off, if any |Sr. No.|Particular|Amount (` crore)| |---|---|---| |(i)|Two percent of average net profit of the Company as per Section 135(5)|663| |(ii)|Total amount spent for the Financial Year|674| |(iii)|Excess amount spent for the financial year [(ii)-(i)]|11| |(iv)|Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any|NIL| |(v)|Amount available for set off in succeeding financial years [(iii)-(iv)]|11| Integrated Annual Report 2020-21 Directors' Report | 66 # 9."
+"Details of Unspent CSR amount for the preceding three financial years: |Sr. No.|Preceding Financial Year|Amount transferred to Unspent CSR Account under Section 135 (6) (` crore)|Amount spent in the reporting Financial Year (` crore)|Amount transferred to any fund specified under Schedule VII as per Section 135(6), if any|Name of the Fund|Amount (` crore)|Date of transfer| |---|---|---|---|---|---|---|---| |1|-|NIL|-|-|NIL|-|-| # (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): |Sr. No.|Project ID|Name of the Project|Financial Year in which the project was commenced| |---|---|---|---| |1|TTCRC|Tata Translational Cancer Research Centre|FY 2016| |2|BridgeIT|BridgeIT - CADAM (Project 2)|FY 2020| |3|BridgeIT|BridgeIT - DF (Project 2)|FY 2020| |4|BridgeIT|BridgeIT - DF (Project 1)|FY 2018| |5|BridgeIT|BridgeIT - CADAM (Project 1)|FY 2018| |6|BridgeIT|BridgeIT - Humana|FY 2020| |7|IIT|Setting up of IIIT at Guwahati, Vadodara, Srirangam, Ranchi and Nagpur in PPP mode|FY 2014| # TOTAL |Project duration|Total amount allocated for the project (` crore)|Amount spent on the project in the reporting Financial Year (` crore)|Cumulative amount spent at the end of reporting Financial Year (` crore)|Status of the project| |---|---|---|---|---| |6 years|79|3|47|Ongoing| |5 years|6|1|2|Ongoing| |5 years|3|1|1|Ongoing| |5 years|1|-*|1|Ongoing| |5 years|3|-*|2|Ongoing| |5 years|1|-|-*|Ongoing| |Open ended|29|-|16|Ongoing| # 10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details) - (a) Date of creation or acquisition of the capital asset(s) : None - (b) Amount of CSR spent for creation or acquisition of capital asset : NIL - (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. : Not Applicable - (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) : Not Applicable # 11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5) : Not Applicable Rajesh Gopinathan Chief Executive Officer and Managing Director N. Chandrasekaran Chairman, Corporate Social Responsibility Committee Integrated Annual Report 2020-21 Directors' Report | 68 # Annexure II # Form No. MR-3 # Secretarial Audit Report for the financial year ended March 31, 2021 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2021, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: # We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2021 according to the applicable provisions of: 1. The Companies Act, 2013 (the Act) and the rules made thereunder; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; # The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3."
+"The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; Integrated Annual Report 2020-21 Directors' Report | 69 # Directors' Report (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period) (b) Special Economic Zones Act, 2005 and the rules made thereunder; (c) Software Technology Parks of India rules and regulations (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period) (d) The Indian Copyright Act, 1957 (e) The Patents Act, 1970 (f) The Trade Marks Act, 1999 (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period) (vi) Other laws applicable specifically to the Company namely:- (a) Information Technology Act, 2000 and the rules made thereunder; We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, the decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc. We further report that during the audit period the following events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. # The Company has completed buyback of 'Annexure A' 5,33,33,333 (Five crore thirty three lakh thirty three thousand three hundred and thirty three) fully paid-up equity shares of face value of `1 (Rupee One) each (""Equity Shares""), on a proportionate basis, through the Tender Offer route through the Stock Exchange mechanism as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, at a price of `3,000 (Rupees Three Thousand only). # To, The Members Tata Consultancy Services Limited Wherever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc. # 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. # 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. # 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. Our report of even date is to be read along with this letter. # 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 Place: Mumbai Date: April 12, 2021 UDIN: F000327C000063984 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. For Parikh & Associates Company Secretaries P. N."
+"Parikh Partner FCS No: 327 CP No: 1228 Place: Mumbai Date: April 12, 2021 UDIN: F000327C000063984 # Integrated Annual Report 2020-21 # Directors' Report | 71 # I. Company's Philosophy on Corporate Governance In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors that suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (""the Act""). Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. File: AR_TCS_2020_2021.md The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. The Company follows the Tata Group philosophy of building sustainable businesses that are rooted in the community and demonstrate care for the environment. Being a part of the Tata Group, which epitomizes sustainability, TCS has inherited a strong legacy of fair and transparent ethical governance, as embodied in the Tata Code of Conduct (TCoC). The details of TCS' board structure and the various committees that constitute the governance structure1 of the organization are covered in detail in this report. 1 102-18 # Corporate Governance Report The various material aspects of corporate governance and TCS' approach to them are discussed in the table below: |Material Topic|TCS' Approach|Material Topic|TCS' Approach| |---|---|---|---| |Avoidance of conflict of interest|Chairmanship of the Board is a non-executive position and separate from that of the Chief Executive Officer and Managing Director (CEO and MD). TCoC2 for non-executive directors, and for Independent Directors, carries explicit clauses covering avoidance of conflict of interest. Likewise, it explicitly prohibits any employee - including the Managing Director and executive directors - from accepting any position of responsibility, with or without remuneration, with any other organization without TCS' prior written approval. For executive directors and the Managing Director, such approval must be obtained from the Board.|Board independence and minority shareholders' interests|Board independence is ensured by having independent members in majority (five out of nine), and by setting a high bar in terms of the qualifications, expertise and experience in selecting the right mix of individuals to serve on the Board, who can collectively serve the best interests of all stakeholders, maintain board and management accountability and drive corporate ethics, values and sustainability. Board effectiveness is further enhanced by ensuring diversity in terms of gender, nationality, industry and areas of expertise. TCS' Policy on Appointment of Directors and Board Diversity can be found at https://on.tcs.com/appointment-BoD.| | |Additionally, TCS strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business. The company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances to the Company Secretary's office through a well-publicized channel, where complaints are tracked to closure. The Stakeholders' Relationship Committee oversees the redressal of these complaints.|Values, Ethics and Compliance|Over the last five decades, TCS has consistently demonstrated a very principled conduct and has earned its reputation for trust and integrity while building a highly successful global business. The company's core values are: Leading Change, Integrity, Respect for the Individual, Excellence, and Learning and Sharing. The TCoC serves as a moral guide and a governing framework for responsible corporate citizenship. It sets out guidelines on various topics including respect for human rights, prohibition of bribery and corruption, recognition of employees' freedom of association, and avoidance of conflicts of interest.| | |Every employee is required to sign the TCoC at the time of joining the company. Annual refresher courses are mandated to ensure continued awareness of the code."
+"Further, frequent communications from the leadership reiterate the importance of our values and the TCoC.| | | 2 https://www.tcs.com/tata-code-of-conduct 3 102-16 Integrated Annual Report 2020-21 # Material Topic # TCS' Approach Customers and suppliers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts. The TCS Supplier Code of Conduct is shared with suppliers as part of the procurement process and is published on the TCS website. Employees can raise ethics concerns on Ultimatix - the intranet portal of the Company, which are investigated and tracked to closure by the HR department. Employees and other stakeholders can also report any non-compliance to the TCoC or to the laws of the land by any one directly to the Chairman of the Audit Committee under the Whistle blower Policy without fear of retaliation. Information about these channels is communicated to employees as part of the mandatory training modules. # Tax Strategy TCS is committed to comply with the applicable laws and regulations, and believes in reporting to the respective tax authority, relevant information that is complete and accurate, in a timely manner. TCS does not engage in aggressive and contrived tax planning or tax structuring for the purpose of gaining tax advantages. TCS's tax policy is to optimize the tax cost, avail tax incentives where available, while achieving 100% compliance with the spirit as well as the letter of the tax laws and regulations in all countries in which it operates. Compliance is achieved through a robust compliance reporting and monitoring process, with a strong governance on minimizing the tax risk. TCS has zero tolerance towards tax evasion, or the facilitation of tax evasion, by itself or by its employees or vendors. TCS maintains open and collaborative relationships with governments and tax authorities worldwide. Where appropriate, TCS seeks advance clearance from tax authorities on the proposed tax treatment of transactions, helping pre-empt future disputes. # Succession Planning TCS' philosophy of empowering employees, its industry-leading talent retention, and a decentralized organization structure that devolves executive decision-making across over 150 business units have resulted in a large and deep bench of leadership talent that enables robust succession planning and continuity and consistency in strategy. Succession planning for the top two leadership positions in each business unit is reviewed by senior management. Additionally, heads of business units carry out succession planning for key functions within their units. Succession planning at senior management levels is reviewed by the Board. Business or unit heads are invited to present on specific topics at Board meetings from time to time, offering an opportunity for the directors to assess their values, competencies, and capabilities. Integrated Annual Report 2020-21 Corporate Governance Report | 74 # II. Board of Directors # i. As on March 31, 2021, the Company has nine Directors. Of the nine Directors, seven (i.e. 77.8 percent) are Non-Executive Directors out of which five (i.e. 55.6 percent) are Independent Directors. The profiles of Directors are available at https://www.tcs.com/ir-corporate-governance. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. # ii. None of the Directors on the Board: - holds directorships in more than ten public companies; - serves as Director or as Independent Directors (ID) in more than seven listed entities; and - who are the Executive Directors serves as IDs in more than three listed entities. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2021 have been made by the Directors. None of the Directors is related to each other except N Ganapathy Subramaniam and N Chandrasekaran. # iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management."
+"Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. # iv. Seven Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: - April 16, 2020; - July 9, 2020; - September 29, 2020; - October 7, 2020; - November 23, 2020; - January 8, 2021; - and March 18, 2021. The necessary quorum was present for all the meetings. # v. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting (""AGM""), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships / Memberships held by them in other public limited companies as on March 31, 2021 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he / she is a Director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. Corporate Governance Report | 75 |Name of the Director|Category|Number of Board Meetings attended|Whether attended last AGM held on June 11, 2020|Number of Directorships in other Public Companies|Number of Committee positions held in other Public Companies|(Category of Directorship)| |---|---|---|---|---|---|---| |N Chandrasekaran (Chairman)|Non-Independent, Non-Executive|7|Yes|6|-|-| |1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @| |Rajesh Gopinathan (Chief Executive Officer and Managing Director)|Non-Independent, Executive|7|Yes|-|-|-| |N Ganapathy Subramaniam (Chief Operating Officer and Executive Director)|Non-Independent, Executive|7|Yes|1|-|-| |O P Bhatt|Independent, Non-Executive|7|Yes|-|4|2| |1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #|1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #|1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #|1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #|1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #|1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4."
+"Aadhar Housing Finance Limited (Debt Listed) #|1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #| Integrated Annual Report 2020-21 Corporate Governance Report | 76 # Integrated Annual Report 2020-21 # Corporate Governance Report |Name of the Director|Category|Number of Board Meetings attended|Whether attended last AGM held on June 11, 2020|Number of Directorships in other Public Companies|Number of Committee positions held in other Public Companies|(Category of Directorship)| |---|---|---|---|---|---|---| |Aarthi Subramanian|Non-Independent, Non-Executive|7|Yes|2|5|1 Chairman, 2 Member Tata Capital Limited (Debt Listed) @| |Dr Pradeep Kumar Khosla|Independent, Non-Executive|7|Yes|-|-|-| |Hanne Sorensen|Independent, Non-Executive|7|Yes|-|1|2 Member Tata Motors Limited #| |Keki Mistry|Independent, Non-Executive|7|Yes|-|5|1 Chairman, 5 Member 1. Housing Development Finance Corporation Limited $ 2. Torrent Power Limited # 3. HDFC Life Insurance Company Limited ^ 4. HDFC Asset Management Company Limited @| |Don Callahan|Independent, Non-Executive|6|Yes|-|-|-| # Category of directorship held: @ Non-Independent, Non-Executive # Independent, Non-Executive $ Executive Director ^ Nominee, Non-Executive Due to the exceptional circumstances caused by the COVID-19 pandemic and consequent relaxations granted by MCA and SEBI, all Board meetings in FY 2021 were held through Video Conferencing. # vi. During FY 2021, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. During FY 2021, one meeting of the Independent Directors was held on April 15, 2020. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2021 are given below: |Name|Category|Number of equity shares| |---|---|---| |N Chandrasekaran|Non-Independent, Non-Executive|177,056| |Aarthi Subramanian|Non-Independent, Non-Executive|5,600| |Rajesh Gopinathan|Non-Independent, Executive|2,760| |N Ganapathy Subramaniam|Non-Independent, Executive|197,760| |Keki Mistry*|Independent, Non-Executive|4,150| *includes shares held jointly with relative The Company has not issued any convertible instruments. Integrated Annual Report 2020-21 Corporate Governance Report | 78 # III. Committees of the Board i. There are six Board Committees as on March 31, 2021, details of which are as follows: |Name of the Committee|Extract of terms of reference|Category and composition|Other details| |---|---|---|---| |Audit Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act. * Oversight of financial reporting process. * Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval. * Evaluation of internal financial controls and risk management systems. * Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. * Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same. * To consider matters with respect to the Tata Code of Conduct, Anti-Bribery and Anti-Corruption Policy and Gifts Policy.|Name Keki Mistry (Chairman) O P Bhatt Aarthi Subramanian Dr Pradeep Kumar Khosla Hanne Sorensen Don Callahan Category Independent, Non-Executive Independent, Non-Executive Non-Independent, Non-Executive Independent, Non-Executive Independent, Non-Executive Independent, Non-Executive|* Four meetings of the Audit Committee were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. * Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings. * The Company Secretary acts as the Secretary to the Audit Committee. * Rajendra Moholkar is the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. * Quarterly Reports are sent to the members of the Committee on matters relating to the Insider Trading Code. * The previous AGM of the Company was held on June 11, 2020 and was attended by Keki Mistry, Chairman of the Audit Committee.| Integrated Annual Report 2020-21 Corporate Governance Report | 79 # Extract of terms of reference # Nomination and Remuneration Committee Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. - Recommend to the Board the setup and composition of the Board and its Committees. - Recommend to the Board the appointment / re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors."
+"- Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarization programs for Directors. |Name|Category| |---|---| |O P Bhatt (Chairman)|Independent, Non-Executive| |N Chandrasekaran|Non-Independent, Non-Executive| |Aarthi Subramanian|Non-Independent, Non-Executive| |Hanne Sorensen|Independent, Non-Executive| * Two Nomination and Remuneration Committee meetings were held during the year under review. * The Company does not have any Employee Stock Option Scheme. * Details of Performance Evaluation Criteria and Remuneration Policy are provided at serial no. III(iii) below. * The previous AGM of the Company was held on June 11, 2020 and was attended by O P Bhatt, Chairman of the Nomination and Remuneration Committee. # Stakeholders' Relationship Committee Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. The broad terms of reference are as under: - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. - Review activities with regard to the Health Safety and Sustainability initiatives of the Company. |Name|Category| |---|---| |Dr Pradeep Kumar Khosla (Chairman)|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |Keki Mistry|Independent, Non-Executive| * Two meetings of the Stakeholders' Relationship Committee were held during the year under review. * Details of Investor complaints and Compliance Officer are provided at serial no. III(ii) below. * The previous AGM of the Company was held on June 11, 2020 and was attended by Dr Pradeep Kumar Khosla, Chairman of the Stakeholders' Relationship Committee. # Extract of terms of reference # Corporate Social Responsibility (""CSR"") Committee Committee is constituted in line with the provisions of Section 135 of the Act. - Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. |Name|Category| |---|---| |N Chandrasekaran (Chairman)|Non-Independent, Non-Executive| |O P Bhatt|Independent, Non-Executive| |N Ganapathy Subramaniam|Non-Independent, Executive| * Four meetings of the CSR Committee were held during the year under review. * Four Board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on Corporate Social Responsibility (CSR) activities of the Company were held during the year. # Risk Management Committee (""RMC"") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. - Formulate, monitor and review risk management policy and plan, inter alia, covering investment of surplus funds, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks. - Approve addition / deletion of banks from time to time for carrying out Treasury transactions and delegate the said power to such person as may deem fit. |Name|Category| |---|---| |Keki Mistry (Chairman)|Independent, Non-Executive| |Don Callahan|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |N Ganapathy Subramaniam|Non-Independent, Executive| |Ramakrishnan V|Chief Financial Officer| * Four meetings of the RMC were held during the year under review. * Fortnightly reports on management of foreign exchange risks are made available to the members of the RMC. # Executive Committee Detailed review of the following matters which form part of terms of Executive Committee, were presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the Board. |Name|Category| |---|---| |N Chandrasekaran (Chairman)|Non-Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| * The said matters were discussed in various Board meetings held during the year under review in the presence of the Executive Committee Members with the intent to avail expertise of all Board members. The terms of reference of these committees are available on the website https://www.tcs.com/ir-corporate-governance Integrated Annual Report 2020-21 Corporate Governance Report | 81 # ii. Stakeholders' Relationship Committee participation and contribution by a director, other details # a. Name, designation and address of Compliance Officer: Rajendra Moholkar Company Secretary Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021. Telephone: 91 22 6778 9595 # b. Details of investor complaints received and redressed during FY 2021 are as follows: |Opening balance|Received during the year|Resolved during the year|Closing balance| |---|---|---|---| |-|86|86|-| # iii. Nomination and Remuneration Committee - other details # Remuneration Policy: Remuneration policy of the Company is designed to create a high-performance culture."
+"It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays sitting fees of `30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Company also pays commission to the Non-Executive Directors within the ceiling of 1 percent of the net profits of the Company as computed under the applicable provisions of the Act, with the approval of the members. The said commission is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and distributed amongst the Non-Executive Directors based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. The Remuneration policy is available on https://on.tcs.com/remuneration-policy. # Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes annual increments recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. # iv. Details of the Remuneration for the year ended March 31, 2021: # a. Non-Executive Directors: |Name|Commission|Sitting Fees| |---|---|---| |N Chandrasekaran, Chairman@|-|3.90| |O P Bhatt|230.00|5.40| |Aarthi Subramanian@@|-|3.90| |Dr Pradeep Kumar Khosla|185.00|4.20| |Hanne Sorensen|185.00|4.20| |Keki Mistry|200.00|5.40| |Don Callahan|200.00|4.50| |Total|1,000.00|31.50| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company. # b. Managing Director and Executive Director |Name of Director|Salary|Benefits, Perquisites and Allowances|Commission|ESPS| |---|---|---|---|---| |Rajesh Gopinathan|127.50|209.04|1,700.00|-| |Chief Executive Officer and Managing Director (w.e.f. February 21, 2017 for a period of 5 years)| | | | | |N Ganapathy Subramaniam|121.50|188.93|1,300.00|-| |Chief Operating Officer and Executive Director (w.e.f. February 21, 2017 for a period of 5 years)| | | | | The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. Integrated Annual Report 2020-21 Corporate Governance Report | 83 File: AR_TCS_2020_2021.md # v. Number of committee meetings held and attendance records |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |No. of meetings held|4|2|2|4|4| |Date of meetings|April 16, 2020; July 9, 2020; October 7, 2020 and January 8, 2021|April 16, 2020 and October 7, 2020|July 14, 2020 and January 15, 2021|April 29, 2020; July 23, 2020; October 30, 2020 and February 11, 2021|April 6, 2020; July 3, 2020; January 15, 2021| |Name of Member|No. of Meetings Attended|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---|---| |N Chandrasekaran|-|2|-|4|-| | |Rajesh Gopinathan|-|-|2|-|4| | |O P Bhatt|4|2|-|4|-| | |N Ganapathy Subramaniam|-|-|-|4|4| | |Aarthi Subramanian|4|2|-|-|-| | |Dr Pradeep Kumar Khosla|4|-|2|-|-| | |Hanne Sorensen|4|2|-|-|-| | |Keki Mistry|4|-|2|-|4| | |Don Callahan|4|-|-|-|4| | |Ramakrishnan V|-|-|-|-|4| | Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. @ TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on Corporate Social Responsibility (CSR) activities of the Company, has held four meetings during the FY 2021. Due to the exceptional circumstances caused by the COVID-19 pandemic all Committee meetings in FY 2021 were held through Video Conferencing. Integrated Annual Report 2020-21 Corporate Governance Report | 84 # IV. General Body Meetings # i. General Meeting # a."
+"Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2018|June 15, 2018| |Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020| |2019|June 13, 2019|3.30 p.m.| | |2020|June 11, 2020| |Meeting conducted through VC / OAVM pursuant to the MCA Circular| # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2021. # c. Special resolution: Special resolution for re-appointment of O P Bhatt as an Independent Director was passed at the AGM held in 2019 and no special resolution was passed in the previous AGMs held in 2018 and 2020. The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated October 7, 2020 for buy-back of its equity shares, which was duly passed and the results of which were announced on November 18, 2020. P N Parikh (Membership No. FCS 327) of Parikh & Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process only by voting through electronic means (remote e-voting) in a fair and transparent manner. # Description of the Resolution |Resolution|Number of members voted|Number of valid Votes cast (Shares)|Percentage of valid votes cast|Number of members voted against the resolution|Number of valid votes cast (Shares)|Percentage of valid votes cast|Total number of members whose votes were declared invalid (Shares)|Total number of invalid votes cast| |---|---|---|---|---|---|---|---|---| |Approval for Buy-back of Equity Shares|5,202|3,482,270,324|99.57|289|14,932,052|0.43|0|0| # Procedure for postal ballot The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 33/2020 dated September 28, 2020, issued by the Ministry of Corporate Affairs. # Details of special resolution proposed to be conducted through postal ballot None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # Auditor Information A certificate has been received from Parikh & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. # Statutory Auditors B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022) has been appointed as the Statutory Auditors of the Company. The particulars of payment of Statutory Auditors' fees, on consolidated basis for FY 2021 is given below: |Particulars|Amount (` lakh)| |---|---| |Services as statutory auditors (including quarterly audits)|910.1| |Tax audit|63.5| |Services for tax matters|24.8| |Other matters|389.4| |Re-imbursement of out-of-pocket expenses|78.7| |Total|1,466.5| Integrated Annual Report 2020-21 Corporate Governance Report | 86 # VII. Other Disclosure |Particulars|Statutes|Details|Website link for details / policy| |---|---|---|---| |Related party transactions|Regulation 23 of SEBI Listing Regulations and as defined under the Act|There are no material related party transactions during the year under review that have conflict with the interest of the Company. Transactions entered into with related parties during FY 2021 were in the ordinary course of business and at arms' length basis and were approved by the Audit Committee. The Board's approved policy for related party transactions is uploaded on the website of the Company.|https://on.tcs.com/RPT| |Details of non-compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India ('SEBI') or any statutory authority on any matter related to capital markets during the last three financial years.|Schedule V (C) 10(b) to the SEBI Listing Regulations|Nil| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has this Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|https://on.tcs.com/WhistleBP| |Discretionary requirements|Schedule II Part E of the SEBI Listing Regulations|- A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2020 was sent to every member. - The auditors' report on financial statements of the Company are unmodified. - Internal auditors of the Company make quarterly presentations to the audit committee on their reports."
+"| | # Particulars |Statutes|Details|Website link for details / policy| |---|---|---| |Subsidiary Companies|Regulation 24 of the SEBI Listing Regulations The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.|https://on.tcs.com/Subsidiary| |Policy on Determination of Materiality for Disclosures|Regulation 30 of SEBI Listing Regulations The Company has adopted this policy.|https://on.tcs.com/Material| |Policy on Archival and Preservation of Documents|Regulation 9 of SEBI Listing Regulations The Company has adopted this policy.|https://on.tcs.com/Archival| |Reconciliation of Share Capital Audit Report|Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and SEBI Circular No D&CC / FITTC/ Cir-16/2002 dated December 31, 2002. A qualified practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.|https://www.tcs.com/corporate-governance| |Code of Conduct|Regulation 17 of the SEBI Listing Regulations The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2021. The Integrated Annual Report of the Company contains a certificate by the Chief Executive Officer and Managing Director, on the compliance declarations received from the members of the Board and Senior Management.|https://www.tcs.com/tata-code-of-conduct| # Particulars |Dividend Distribution Policy|Regulation 43A of the SEBI Listing Regulations|A regular annual dividend generally consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.|https://on.tcs.com/Dividend| |---|---|---|---| |Terms of Appointment of Independent Directors|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV of the Act|Terms and conditions of appointment / re-appointment of Independent Directors are available on the Company's website.|https://on.tcs.com/ApptID| |Familiarization Program|Regulations 25(7) and 46 of SEBI Listing Regulations|Details of familiarization program imparted to Independent Directors are available on the Company's website.|https://on.tcs.com/familiarization-programme| |Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018|Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014|The details have been disclosed in the Business Responsibility Report forming part of the Integrated Annual Report.| | # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Statutory notices are published in The Free Press Journal, Business Standard and Navshakti. The Company also issues press releases from time to time. Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors / analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. A Management Discussion and Analysis Report is a part of this Integrated Annual Report. Integrated Annual Report 2020-21 Corporate Governance Report | 89 # IX. General shareholder information # vi. Stock Codes / Symbol Annual General Meeting for FY 2021 Date: June 10, 2021 Time: 3.30 p.m. (IST) Venue: Meeting is being conducted through VC/OAVM pursuant to the MCA Circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 and as such there is no requirement to have a venue for the AGM. For details, please refer to the Notice of this AGM."
+"As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM. # vii. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781 # viii. Market Price Data: High, Low (based on daily closing prices) and number of equity shares traded during each month in FY 2021 on NSE and BSE: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |Apr-2020|2,014.45|1,654.20|88,921,044|2,014.85|1,654.40|2,933,547| |May-2020|2,020.35|1,891.65|65,346,426|2,018.95|1,891.25|2,336,179| |Jun-2020|2,118.85|2,016.10|73,994,030|2,115.60|2,010.90|5,655,678| |Jul-2020|2,309.75|2,092.05|106,381,350|2,309.20|2,092.55|4,563,262| |Aug-2020|2,308.10|2,238.55|65,561,599|2,307.70|2,237.10|2,141,484| |Sep-2020|2,522.95|2,246.35|116,408,785|2,523.55|2,245.30|4,232,712| |Oct-2020|2,830.00|2,523.45|128,618,662|2,831.20|2,522.75|4,370,785| |Nov-2020|2,726.60|2,604.60|65,135,883|2,725.90|2,603.85|2,612,896| |Dec-2020|2,930.50|2,709.45|62,832,148|2,930.65|2,708.45|3,035,676| |Jan-2021|3,308.80|2,928.25|84,685,394|3,308.20|2,928.20|6,356,022| |Feb-2021|3,214.10|2,894.30|65,464,843|3,215.15|2,896.05|3,780,459| |Mar-2021|3,177.85|2,924.20|71,839,687|3,177.60|2,926.20|3,093,672| Listing on Stock Exchanges: National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex Bandra (East), Mumbai 400 051 BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001 # Performance of the share price of the Company in comparison to the BSE Sensex: # TCS Share price and BSE Sensex Movement 220.00200.00180.00160.00140.00120.00100.0080.0060.00 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 TCS Share Price BSE Sensex Base100= Wednesday, April 1, 2020 # Effective April 1, 2021 The registered address of TCPL has changed to the abovementioned address from 6, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011. # Places for acceptance of documents: Documents will be accepted at the above address between 10.00 a.m. and 3.30 p.m. (Monday to Friday except bank holidays). For the convenience of the shareholders, documents will also be accepted at the following branches of TCPL: # Branches of TCPL: |Bengaluru|Jamshedpur| |---|---| |C/o. Mr. D. Nagendra Rao|Bungalow No. 1, 'E' Road, Northern Town Bistupur, Jamshedpur - 831001| |3rd Cross, Hanumanthnagar|Bengaluru - 560019| # Kolkata C/o Link Intime India Private Limited Vaishno Chamber, Flat No. 502 & 503, 5th Floor, 6, Brabourne Road, Kolkata - 700001 # New Delhi C/o Link Intime India Private Limited Noble Heights, 1st Floor, Plot No NH-2, C-1 Block, LSC Near Savitri Market, Janakpuri, New Delhi - 110058 # Ahmedabad C/o Link India Intime Private Limited Amarnath Business Centre-1 (ABC-1), Beside Gala Business Centre, Nr. St. Xavier's College Corner, Off. C.G. Road, Ellisbridge, Ahmedabad - 380006 # Registrars and Transfer Agents Name and Address: TSR Darashaw Consultants Private Limited (TCPL) C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai 400083 Telephone: 022 6656 8484 Extn: 411/412/413 Fax: 022 6656 8494 E-mail: csg-unit@tcplindia.co.in Website: https://www.tcplindia.co.in # xii. Share Transfer System: In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, securities can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. Further, SEBI has fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorized by the Board severally to approve transfers, which are noted at subsequent Board Meetings. # xiii. Shareholding as on March 31, 2021: # a. Distribution of equity shareholding as on March 31, 2021: |Number of shares|Holding to capital|Percentage|Number of accounts|Percentage to total accounts| |---|---|---|---|---| |1 - 100|22,300,258|0.6|875,220|78.8| |101 - 500|39,873,938|1.1|195,829|17.6| |501 - 1000|15,299,099|0.4|21,296|1.9| |1001 - 5000|28,370,143|0.7|14,577|1.3| |5001 - 10000|9,465,878|0.3|1,337|0.1| |10001 - 20000|9,558,427|0.3|675|0.1| |20001 - 30000|6,285,683|0.2|257|0.0| |30001 - 40000|6,191,165|0.2|179|0.0| |40001- 50000|5,588,711|0.1|124|0.0| |50001 -100000|25,925,253|0.7|359|0.1| |100001 - above|3,530,192,818|95.4|909|0.1| |GRAND TOTAL|3,699,051,373|100.0|1,110,762|100.0| # c. Top ten equity shareholders of the Company as on March 31, 2021: |Sr. No.|Name of the shareholder*|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Private Limited|2,669,125,829|72.2| |2|Life Insurance Corporation of India|143,882,693|3.8| |3|Invesco Oppenheimer Developing Markets Fund|29,442,588|0.8| |4|SBI Mutual Fund|26,771,470|0.7| |5|Axis Mutual Fund Trustee Limited|20,931,890|0.6| |6|Vanguard Emerging Markets Stock Index Fund, A Series Of Vanguard International Equity Index Funds|13,581,105|0.4| |7|NPS Trust Account|13,327,027|0.4| |8|Government Of Singapore|13,123,054|0.4| |9|Vanguard Total International Stock Index Fund|12,174,731|0.3| |10|First State Investments Icvc- Stewart Investors Asia Pacific Leaders Fund|11,529,019|0.3| *Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder. # xiv. Dematerialization of shares and liquidity: The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares of the Company representing 99.97 percent of the Company's equity share capital are dematerialized as on March 31, 2021."
+"Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xv. Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence, as on March 31, 2021, the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments. # xvi. Commodity price risk or foreign exchange risk and hedging activities: The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. # xvii. Equity shares in the suspense account: In accordance with the requirement of Regulation 34(3) and Part F of the Schedule V to the SEBI Listing Regulations, details of equity shares in suspense account are as follows: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2020|26|1,640| |Shareholders who approached the Company for transfer of shares from suspense account during the year|-|-| |Shareholders to whom shares were transferred from the suspense account during the year|-|-| |Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act|-|-| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2021|26|1,640| The voting rights on the shares outstanding in the suspense account as on March 31, 2021 shall remain frozen till the rightful owner of such shares claims the shares. # xviii. Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund: Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (""IEPF Rules""), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In light of the aforesaid provisions, the Company has during the year under review, transferred to IEPF the unclaimed dividends, outstanding for seven years, of the Company, erstwhile TCS e-Serve Limited and CMC Limited (since amalgamated with the Company). Further, shares of the Company, in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority. # The details of unclaimed dividends and shares transferred to IEPF during FY 2021 are as follows: |Financial year|Amount of unclaimed dividend transferred (` lakh)|Number of shares transferred| |---|---|---| |2012-13|144.57*|15,391| |2013-14|121.45|226,716| |TOTAL|266.02|242,107| *Includes final dividend of erstwhile TCS e-Serve Limited and erstwhile CMC Limited In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends / shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website https://on.tcs.com/unclaimed-dividend. The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so transferred. Integrated Annual Report 2020-21 Corporate Governance Report | 94 # Outstanding Dividends The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's Registrar and Transfer Agent: # a."
+"For shareholders of TCS: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2020-21|July 9, 2020|August 8, 2027| | |October 7, 2020|November 6, 2027| | |January 8, 2021|February 7, 2028| |2013-14|June 27, 2014|July 27, 2021| |2014-15|July 17, 2014|August 18, 2021| | |October 16, 2014|November 16, 2021| | |January 15, 2015|February 15, 2022| | |June 30, 2015|July 30, 2022| |2015-16|July 9, 2015|August 9, 2022| | |October 13, 2015|November 12, 2022| | |January 12, 2016|February 11, 2023| | |June 17, 2016|July 17, 2023| |2016-17|July 14, 2016|August 15, 2023| | |October 13, 2016|November 16, 2023| | |January 12, 2017|February 12, 2024| | |June 16, 2017|July 16, 2024| |2017-18|July 13, 2017|August 13, 2024| | |October 12, 2017|November 12, 2024| | |January 11, 2018|February 10, 2025| | |June 15, 2018|July 15, 2025| |2018-19|July 10, 2018|August 9, 2025| | |October 11, 2018|November 10, 2025| | |January 10, 2019|February 9, 2026| | |June 13, 2019|July 13, 2026| |2019-20|July 9, 2019|August 8, 2026| | |October 10, 2019|November 9, 2026| | |January 17, 2020|February 16, 2027| | |March 10, 2020|April 9, 2027| | |June 11, 2020|July 11, 2027| # b. For shareholders of erstwhile CMC Limited which has merged with the Company: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2013-14|June 23, 2014|July 22, 2021| |2014-15|June 11, 2015|July 10, 2022| |2015-16|July 16, 2015|August 18, 2022| # xix. Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa. # xx. Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building Nariman Point, Mumbai 400 021 Telephone: 91 22 6778 9595 Designated e-mail address for Investor Services: investor.relations@tcs.com For queries on IEPF related matters: iepf.assist@tcs.com Website: www.tcs.com # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2021, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, Global Head - HR, Global Business Unit Heads, Global Head - Legal and the Company Secretary as on March 31, 2021. Rajesh Gopinathan Chief Executive Officer and Managing Director Mumbai, April 12, 2021 # PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of the Company has complied with the conditions of Tata Consultancy Services Limited Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2021. We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2021, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). The compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company."
+"In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we certify that Integrated Annual Report 2020-21 Corporate Governance Report | 96 # CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, below for the Financial Year ending on March 31, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Ensuring the eligibility of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. |Sr. No.|Name of Director|DIN|Date of Appointment in Company *| |---|---|---|---| File: AR_TCS_2020_2021.md |1.|N Chandrasekaran|00121863|September 6, 2007| |2.|Rajesh Gopinathan|06365813|February 21, 2017| |3.|N Ganapathy Subramaniam|07006215|February 21, 2017| |4.|O P Bhatt|00548091|April 2, 2012| |5.|Aarthi Subramanian|07121802|March 12, 2015| |6.|Dr. Pradeep Kumar Khosla|03611983|January 11, 2018| |7.|Hanne Sorensen|08035439|December 18, 2018| |8.|Keki Mistry|00008886|December 18, 2018| |9.|Don Callahan|08326836|January 10, 2019| *the date of appointment is as per the MCA Portal. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated. For Parikh & Associates Company Secretaries P N Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327C000064655 Mumbai, April 12, 2021 # Management # OVERVIEW OF THE INDUSTRY While the spending showed a decline on a full year basis, technology was center-stage in enterprises' response to the pandemic-related lockdowns and thereafter. The pandemic is estimated to have caused a 3.3% contraction of the world output in CY 20201, with advanced economies contracting 4.7%, and many sectors such as travel, hospitality, transportation, aerospace, consumer discretionary and small enterprises getting impacted severely across the world. Consequently, global technology spend2 declined 3.2% to about $1.4 trillion in 2020. Within that, IT services spending declined more, down 3.9%, while Business Process Management declined by 2.4%. # Global Market |USD Billion|TCS| |---|---| |1400|1355| |1300|1.3x| |1200| | |1100| | |1000|1014| |900| | |800| | |700| | |600| | |500| | |400| | |300|TCS has grown at the rate of the market growth over the last decade| |200| | |100|22.174| |0|8.187| FY 2011 FY 2021 21 World Economic Outlook, IMF, April 2021 Nasscom Strategic Review Report 2021 Integrated Annual Report 2020-21 Integrated Annual Report 2020-21 Management Discussion and Analysis | 98 Very importantly, as consumers shifted to digital channels for most of their needs, enterprises realized the need to invest in enhancing customer experience. This significantly accelerated investments in digital transformation and cloud adoption. The global market for IT services continues to be a highly fragmented one, with even the largest provider having a mid-single digit market share. TCS is among the largest IT services providers globally, with a market share of 1.6%, and has significantly outperformed the market, growing at twice the rate of market growth over the last decade. This may be attributed to market share gains resulting from TCS' customer-centric strategy and organization structure, focused investments in building superior capabilities, better execution resulting in greater customer satisfaction, and steadily expanding participation in customers' growth and transformation spends. # TCS' BUSINESS # An Overview TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 50 years. It has a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, digital transformation services, cloud services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. TCS geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India, and Middle-East and Africa. # Key Industry Verticals TCS considers industry verticals as its go-to-market business segments."
+"The five key vertical clusters are: Banking, Financial Services and Insurance (BFSI), Retail and Consumer Business, Communications, Media and Technology (CMT), Manufacturing and Others. The last category includes Life Sciences and Healthcare, Energy, Resources and Utilities, Public Services and others. |UK & Ireland|Europe|Japan|North America|MEA|India|APAC*|LATAM| |---|---|---|---|---|---|---|---| |20 locations|7 locations|2 locations|19 locations|1 location|107 locations|8 locations|19 locations| *PC - 8 (China - 5, Philippines -2, Singapore -1) The Company leverages all these and its deep contextual knowledge of its customers' businesses to craft unique, high quality, high impact solutions designed to deliver differentiated business outcomes. These solutions are delivered using its Secure Borderless Workspaces™ (SBWS™) operating model which enables a highly distributed, Location Independent Agile™ delivery. Banking, Financial Services and Insurance Retail and Consumer Business Communications, Media and Technology Manufacturing Life Sciences and Healthcare Energy, Resources and Utilities Public Services Management Discussion and Analysis | 99 # Integrated Business Model # Intellectual Capital Domain knowledge, contextual knowledge, patents, products and platforms # Partners Technology and COIN # Human Capital Skills, competencies, capabilities, knowledge and motivation of employees # OPERATIONS # Research & Innovation # Products & Platforms # Services & Solutions # FINANCIAL CAPITAL Sources of funds from business operations, financing or investing activities # NATURAL CAPITAL Renewable & Non-renewable Resources # TALENT ACQUISITION # TALENT ENGAGEMENT # TALENT DEVELOPMENT # MANUFACTURED CAPITAL Physical Infrastructure including Buildings, Agile Workspaces, Equipment & Software # SOCIAL & RELATIONSHIP CAPITAL Investors, Customers, Employees, Communities Goodwill # VALUE Customer Goodwill/Brand Value/CSR/Taxes # STAKEHOLDER PAYOUT, RESERVES Integrated Annual Report 2020-21 Management Discussion and Analysis | 100 # Integrated Annual Report 2020-21 # Management Discussion and Analysis |INPUT|OUTPUT|OUTCOMES| |---|---|---| |* ₹164,177 crore Revenue|* 116.2%* Operating cash flow to Net income ratio|* Strong growth creates more jobs, and career growth opportunities for employees| |* 4.4x growth over the last decade|* 101.5%* Shareholder payout to Net income ratio|* Best in class profitability and strong balance sheet provide greater ability to invest in newer capabilities and to weather economic downturns| |* ₹50,430 crore Invested Funds| |* Consistently high shareholder returns enhances relationship capital| |* 5,879 Patents applied| |* Enabled new business models, new revenue streams| |* 1,850 Patents granted| |* Expanded the addressable market| |* 67 academic partnerships and ecosystem of 2,400 startups in COIN program| |* Differentiated positioning; superior speed to market and generate higher quality revenues| |* 6,000+ innovators nurtured till date| |* inning large growth and transformation engagements| |* 40,185 Net addition of employees|* 379k+ associates trained in new technologies|* Best in class talent retention helps foster contextual knowledge, ensures stability in delivery teams| |* 7.2% attrition|* 457k+ associates trained in agile|* Upskilling and reskilling at scale has created a large and deep pool of expertise| |* 43 million learning hours logged| | | |* 48.8% reduction in absolute carbon footprint YoY (Scope 1 + Scope 2)| |* Limited the impact of the company's physical operations| |* 63.9% Reduction in fresh water consumption YoY| |* Fulfilled responsibilities towards environmental stewardship| |* 1.65 Power utilization efficiency achieved at 21 data centers| | | |* 1,000+ Number of agile workspaces| |* Enabled wider adoption of TCS' pioneering Location independent agile model, pre-pandemic| |* 5 PacePorts| |* Easy switchover to the SBWS during the pandemic| |* 30+ innovation labs| |* Greater visibility of TCS' Research and Innovation| |* 11 cities with Covid care centers within TCS Facilities| |* More innovation engagements| | | |* Relief to employees needing Covid care| |* 48 $100M+ clients|* ₹737 crore CSR spend|* Deep and enduring customer relationships with high repeat business| |* 101 $50M+ clients|* 1.8 million+ Number of beneficiaries of global CSR initiatives|* Greater revenue visibility, lower selling expense| |* $14.9 billion Brand Valuation| |* Stronger brand, helping drive higher quality revenue| | |* 787k+ Volunteering hours spent on CSR|* Very high goodwill in the community, fulfilling the company's purpose| * Excluding provision towards legal claim # Value Creation Model TCS applies some of its intellectual capital towards business solutions that address the customer's investments in research and innovation (R&I), business problems. Further, its ability to stitch together complex, holistic solutions that address the needs of all stakeholders in the enterprise, along with the high levels of trust engendered in customer relationships, helps it win large transformation deals. These deals bring in high quality revenues, powering industry-leading organic growth and margins, boosting the company's financial capital. Talent and creativity, that is represented by human capital, is at the core of TCS' value creation engine."
+"TCS continually enhances its human capital by acquiring the best talent available in each of the markets it operates in, providing a supportive and vibrant workplace to engage that talent, investing in upskilling individuals with the latest technology skills, and giving them career paths matching their aspirations. The immediate tangible outcomes of TCS' R&I, produced by in-house teams or co-created with customers or partners, are patents, proofs of business concepts, and pilot solutions. The latter two are showcased at various innovation centers and Pace Ports™, and trigger conversations with customers on innovation in their specific business contexts. These often culminate in them signing up TCS as their innovation partner. A firm belief in organic talent development, and of investing in people has helped TCS successfully navigate through multiple technology cycles over the last five decades, pivoting and adapting each time to build relevant new capabilities through reskilling of the workforce at scale and helping customers realize the benefits of emerging technologies. Some of the innovative software solutions piloted by R&I, that are assessed to have a material market potential are productized, adding to TCS' large portfolio of products and platforms. These expand the organization's intellectual capital; create new, higher value revenue streams, adding to the financial capital; and enhance its brand positioning i.e. relationship capital. This domain expertise, contextual knowledge, project management experience and technology expertise gained on the job represents a conversion of human capital into intellectual capital. # Customer Engagement TCS uses its intellectual capital and human capital to build impactful, customized technology and solutions that create immense value for its customers by helping them embrace new business models, pursue new revenue streams, deliver superior customer experiences or build resilience and efficiency into their operations, and gain competitive differentiation. The company's strong service orientation, willingness to invest in the relationship, commitment to deliver impactful outcomes and track record of execution excellence have resulted in consistently high customer satisfaction levels and long, enduring customer relationships. The resultant expansion in relationship capital translates into a very high level of repeat business that lends greater visibility and predictability to the business model. TCS constantly invests in building newer capabilities and expanding its offerings. By cross-selling and up-selling these new offerings, customer engagements continually expand over the years, covering newer and newer areas of the enterprise's operations. This further broadens and deepens the contextual knowledge of customers' business and IT landscapes, further enhancing TCS' intellectual capital. Over time, this combination of business knowledge, contextual knowledge, technology depth, and intellectual property has become a steadily deepening moat around the company's business model and sharpened its differentiated positioning. # Value Sharing Best in class profitability, reduced cost of capital due to a more predictable and resilient business, and high cash conversion on account of superior execution have resulted in a high return on equity. All this and a shareholder-friendly capital allocation policy have boosted the company's relationship capital with shareholders. The investments in people, research and innovation, and intellectual property creation are all charged off and not capitalized. The company's capital expenditure to support its growth - manufacturing capital - towards building campuses, Agile workspaces, innovation centers, and Pace Ports is modest relative to its size. That and the focus on pursuing organic business growth opportunities maximizes the free cash flow available for distribution to shareholders. TCS' physical operations consume social capital in the form of license to operate in each of the communities where it has its facilities, and natural capital in terms of its environmental footprint. TCS enhances its social capital with local communities across the world by investing in areas such as education, skill development, employability, health and wellness, and the environment, mapped to UN Development Goals6. # Strategy for Sustainable Growth Customer-centricity is at the heart of TCS' strategy, organization structure and investment decisions. TCS' customer-centric worldview helps spot trends early, embrace business opportunities by making the right investments and mitigating risks while discharging its social and environmental responsibilities. The company invests in broadening and deepening customer relationships by continually looking for new areas in their value chain where the company can add value, proactively investing in building newer capabilities, reskilling its workforce and launching newer services, solutions, products and platforms. Over time, TCS' participation has also extended into the departmental budgets of other stakeholders within the customers' organizations - business heads, CMOs, CROs, COOs, CFOs and even CEOs."
+"This has not only embedded TCS deeper into their businesses but has also resulted in a continual increase in services consumed, revenues and share of wallet, as evidenced by the client metrics reported every quarter and every year. TCS' business model and strategy have resulted in deep and enduring customer relationships, a vibrant and engaged workforce, a steady expansion of its addressable market, a strong reputation as a responsible corporate citizen and a proven track record in delivering longer term stakeholder value. At an aggregate level, this strategy has resulted in all of this significantly enhancing the company's deep and enduring customer relationships, a vibrant and engaged workforce, a steady expansion of the addressable market, and a proven track record in delivering longer term stakeholder value. 6 102-12: TCS is a signatory to the UN Global Compact and aligned with its ten principles. It is also one of the earliest companies in India to participate in the Carbon Disclosure Project (CDP). Management Discussion and Analysis | 103 # Enabling Investments Amsterdam, Pittsburgh and Toronto respectively - became operational digitally. TCS pioneered the use of the word 'digital' to describe the new family of technologies that emerged in the last few years. Quick to recognize their potential, the company made investments ahead of time7 in developing relevant capabilities - in terms of reskilling the workforce, research and innovation around the creative use of these technologies to address business problems across different industries, building collaborative workspaces and innovation centers, IP in these new areas, and alliances and partnerships. Those early investments have given TCS a head start in participating in its customers' growth and transformation journeys. To showcase the outcomes of its own Research and Innovation, and to provide ideation and prototyping spaces for collaborating with customers on their innovation, TCS has been investing in creating a network of Pace Ports in all its major markets. These co-innovation and advanced research centers consist of TCS COIN™ accelerators, Agile workspaces, academic research labs and an innovation showcase, and will help engage customers through the discovery, definition, refinement and delivery phases of innovation. The company set up its first Pace Port in Tokyo (FY 2019) and the second in New York (FY 2020), at the Tata Innovation Center in the Cornell Tech campus. In FY 2021, three new Pace Ports - at 7 Ref MD&A - AR FY 2011, CEO's Letter - AR FY 2012 TCS continued to invest in intellectual property and launched several new products within the ignio™ suite, the TCS BaNCS™ suite and the TCS ADD suite. There were also new service offerings launched, catering to the |London|Amsterdam (2021)|Toronto (2021)|Pittsburgh (2021)| |---|---|---|---| |Paris| | | | |Tokyo (2019)|New York (2020)|Largest pace port in collaboration with the universities of Toronto and Waterloo|@ Carnegie Mellon University| |TCS' first European Pace Port| |TCS' first Pace Port|Sydney| |In pipeline|In pipeline|In pipeline|In pipeline| # TCS Digital Library An interactive channel that delivers cutting-edge thought leadership digitally # TCS COIN TM Accelerator An entrepreneurial forum to bring together client teams to solve specific customer problems # TCS Rapid Labs An innovation factory for quick turnaround of proofs of concepts and MVPs # TCS Agile Workspace An environment to produce working-quality pilots and MVP software in short and fast increments # TCS Academic Research Lab A collaborative medium to strike partnerships with academia # TCS Innovation Showcase A sensory experience of TCS' ongoing research and innovation stories # TCS Pace PortTM Network Integrating Capabilities to Drive Innovation Integrated Annual Report 2020-21 Management Discussion and Analysis | 104 # Management Discussion and Analysis # Outcomes TCS' thought leadership and investments have made it the preferred innovation and transformation partner to progressive enterprises across different industry verticals. Customers bank on TCS' contextual knowledge and solutioning capabilities to leverage new technologies to change their business models, drive new revenue streams, strengthen customer relationships by offering superior experiences, or transform their operations. This has increased demand for the entire gamut of services, solutions, products and platforms offered by TCS, resulting in a stronger order book, more robust revenue growth, and improved market share. These transformational engagements are raising TCS' profile within C-suites, embedding its teams more deeply within customers' businesses and resulting in greater predictability and resilience. # Thought Leadership TCS' Business 4.0™ thought leadership framework to guide customers in their growth and transformation journeys was refreshed in FY 2021 to include the defining attributes of evolving needs of customers during the pandemic. Successful organizations: purpose-driven, resilient and adaptable."
+"These attributes develop from following four behaviors: mass personalize, leverage ecosystems, embrace risk and create exponential value. This is accomplished by harnessing the abundance of resources - compute power, storage, talent, market reach - created by the convergence of intelligence, agility, automation and cloud. Building on the success of its SBWS model, TCS is now further innovating with service delivery models, launching talent clouds, which enable greater fungibility of talent, resulting in faster project ramp-ups and better delivery outcomes for customers while resulting in higher employee satisfaction. # Cyber Security Services TCS also operationalized ten new Threat Management Centres (TMCs) across locations - including the US, UK, Spain and India - for providing cyber security services locally to its enterprise customers. These centres will focus on providing cyber security solutions and services, including managed detection and response services, incident management and breach support, on-demand cyber vigilance services, digital forensics and regulatory compliance. # Cloud Transformation Journey In addition to this, TCS articulated its three-horizon cloud transformation journey roadmap to guide customers in their core transformation and cloud investments. While these provide a way for customers to think through their digital transformation journeys at a business model level, TCS' thought-leading execution framework consisting of the Location Independent Agile model and the Machine First™ Delivery Model found significant traction in FY 2021, as customers sought greater operational resiliency and efficiency. Operating model transformations using a Machine First approach were seen by customers as foundational for their growth and transformation initiatives. # Service Delivery Models TCS launched dedicated practice units around AWS, Microsoft Azure and Google Cloud Platform. Each unit is a full-service, multidisciplinary organization offering customers the full range of transformational and operational services on the respective technology stacks, spanning advisory services, migration, application and data modernization, including SaaS and enterprise productivity suites, infrastructure, cyber-security and edge. # TCS Strategy |Market Trends|TCS Approach|Outcomes| |---|---|---| |More and more industries are leveraging technology to differentiate themselves|Position as a growth and transformation partner|Industry-defining mega deals| |Customers want solutions to business problems and not just technology skills|More investment in research and innovation, co-innovation and collaboration|Thinner competitive set| | |Domain-specific IP|Higher quality revenue| | |Greater focus on contextual knowledge|More fulfilling work; better retention| | |Proactive solution selling| | |Non-CIO buyers emerging in enterprises|Full stakeholder services and solutions|Expansion of addressable market| | | |More deeply embedded in customer's business; greater resilience and visibility| | | |Higher profile, strategically more important engagements| |Transformational partners selected based on solution quality and time to market|Leverage TCS' contextual knowledge, Location Independent Agile, Machine First Delivery Model and Intellectual Property|Thinner competitive set| | | |Higher quality revenue| |Greater platformization of business|Launch of cloud based platforms and new business models|Large deals that improve business visibility| | |Leverage IP portfolio|Expansion of addressable market| | | |Frees up spends for systems of differentiation| |Pandemic disruption highlights need for operational resilience and enterprise adaptability|Launch of SBWS|Highlights company's responsiveness| | |Greater focus on Location Independent Agile and MFDM|Market share expansion| | |Promote operating model transformation using AI| | Integrated Annual Report 2020-21 Management Discussion and Analysis | 106 # FY 2021 PERFORMANCE OVERVIEW: Global, Diverse Workforce # HUMAN CAPITAL Talent Management The ability to attract, motivate, develop and retain talent is critical to TCS' continued success. The company's HR strategy is focused on attracting the best talent globally, reskilling and transforming the workforce and providing a stimulating workplace, which is flexible, nurtures social contract, fosters innovation, and builds a result-oriented, high performance culture. The progressive policies, continual investment in upgrading employees' skills and the philosophy of empowering individuals and helping them realize their potential have made TCS' HR processes and outcomes an industry benchmark. TCS also announced Vision 25x25, wherein by year 2025, only 25% of the workforce will need to be physically present in TCS offices at any point, and an employee needs to spend no more than 25% of their time in a TCS office to be 100% productive. This is expected to make a significant difference to employees' quality of life, open up opportunities to demographic segments disadvantaged by the current way of working, help enhance TCS' ability to attract and retain diverse talent further and reduce its environmental footprint. |488,649|employees| |---|---| |154|nationalities| |36.5%|women| # Talent Development 43 million learning hours logged in Agile 457K trained # Pandemic Support Employee health and wellbeing continued to be a key priority in FY 2021."
+"In addition to existing health care benefits, which are a benchmark in the industry, the company launched several initiatives to help employees receive prompt medical attention. Besides a medical helpline, TCS partnered with leading healthcare chains to provide ambulance services, hospital admission assistance and home healthcare services to employees in India. # Talent Retention 7.2% Attrition in IT services 9 103-2, 103-3 Integrated Annual Report 2020-21 Management Discussion and Analysis | 107 TCS also set up first-line COVID-19 Care Centers at its premises in 11 cities in India to help employees and their dependents quarantine safely and receive medical attention. The functioning of the existing Occupational Health Centers (OHC) was revisited to ensure better preparedness for medical emergencies from a COVID-19 perspective, with round the clock availability of OHC doctors, and telemedicine. TCS provided self-help resources and counselling services to help employees overcome mental and emotional challenges through the TCS Cares initiative. Thousands of employees and their families who were stranded overseas due to flight cancellations were repatriated through the Vande Bharat Mission. TCS provided a break-up of the workforce by region, age and gender in the charts below. # INDIA |<30 years|31%| |---|---| |30-40 years|26%| |40-50 years|6%| |years>50|1%| # NORTH AMERICA |<30 years|16%| |---|---| |30-40 years|21%| |40-50 years|23%| |years>50|16%| # UNITED KINGDOM |<30 years|13%| |---|---| |30-40 years|18%| |40-50 years|24%| |years>50|19%| # EUROPE |<30 years|15%| |---|---| |30-40 years|20%| |40-50 years|16%| |years>50|12%| # PC |<30 years|15%| |---|---| |30-40 years|23%| |40-50 years|13%| |years>50|6%| # EMERGING MARKETS |<30 years|25%| |---|---| |30-40 years|26%| |40-50 years|11%| |years>50|5%| # TCS Employees by Region, Age and Gender Male Female 10 102-8 Integrated Annual Report 2020-21 Management Discussion and Analysis | 108 # Talent Acquisition The company remains the preferred employer at leading engineering campuses in India. In FY 2021, the company had a net addition of 40,185 employees to its global workforce. TCS' talent acquisition strategy is to identify, engage and hire Top Talent with the right competencies required by the business at the right time to promote future business growth. TCS continues to be the Employer of Choice and delivers a meaningful experience to associates and business through an agile, and data driven ecosystem. TCS was one of the largest job creators in IT services in several major markets. In the United States, TCS has hired over 21,500 employees over the last five years. # TCS National Qualifier Test This nationwide online test administered by TCS iON™ has helped TCS tap into the larger national talent pool and boosted the quality of entry-level talent. The FY 2021 was fully virtual, so students could attend it from the safety and comfort of their homes. | |India|Outside India| |---|---|---| |Institutes|686 institutes|422 institutes| |Student Workshops|1,069 student workshops; 120,996 students|330 student workshops; 21,991 students| |Faculty Development Programs|524 Faculty Development Programs; 20,306 teachers|10 Faculty Development Programs; 651 teachers| |Internships|1,302 internships, incl 20 global interns|296 internships| Participation by 368,894 students from 3,157 colleges represented. 2,332 associates are pursuing higher studies under the TCS Higher Education program. # Gamified hiring Programming contests to spot top talent. 3,708 Gamified hiring offers made. 354,000+ registrations from 98 countries in CodeVita's 9th season. # Launchpad 2021 File: AR_TCS_2020_2021.md Exclusive Campus Commune channel to engage 2020-21 batch through blogs, quizzes, podcasts, webinars, to nurture the talent and also prepare them for the upcoming National Qualifier Test (NQT). 247,000+ students of the FY 2021 batch participated. 11 102-9 Integrated Annual Report 2020-21 Management Discussion and Analysis | 109 # Talent Development menti-meters, peer tagging, simulation, online other virtually. The Company's internal associate satisfaction survey PULSE showed the highest associate satisfaction and engagement scores in the last 13 years. # Junior Rollout of virtual versions of previously in-person leadership and soft skills programs for uninterrupted upskilling. # Middle Segmentation of employees to achieve focused learning objectives. Eg: by allocation status, by experience levels, by extent of digital skills etc. # Senior |Male|Female| |---|---| |60|58| |53|60| # FY 2021 Average learning hours per employee TCS takes a purpose-centric approach to learning and development that leverages horizontal collaboration and the abundance of internal talent in an ecosystem where the training is just-in-time, just-for-me and just-enough. In response to COVID-19, rigor in learning was intensified, with a focus on building deeper and higher competencies. Starting with the post-offer engagement to onboarding - the entire process has been 100% virtual. This virtual ecosystem has enabled trainees to become SBWS-enabled and start their business journey immediately after joining. In the new way of working, engagement with learners has changed significantly."
+"# Some of the platforms and initiatives used by TCS to enhance and enrich employee engagement are: - Cara: AI-based HR assistant that answers employee questions on HR policies. - Milo: Chatbot to facilitate the mentoring process. - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing and for rewards and recognition. - Safety First: Initiative focused on employee safety and security. - Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness. - Purpose4life: Forum for volunteering for community projects in the areas of education, health and environment. - Maitree: Community of TCSers and their families who plan activities that help create a bond among employees and promote work-life balance. TCS has proactively reimagined employee engagement with its ""Engagement with Purpose"" model focused on health and wellbeing, lifelong learning, career development, living TCS' values, social collaboration and community service. It is a virtual, mass-personalized subscription-based program with continuous real time feedback. The company has meaningfully engaged with over 400,000 employees, helping foster togetherness during trying times. The #OneTCS Channel has seen very good response and has helped employees meet, connect, learn, share and spend some time with each other. 12 103-2, 103-3 13 404-1 # Integrated Annual Report 2020-21 # Management Discussion and Analysis # Employee Engagement and Satisfaction - PULSE: TCS' annual employee engagement and satisfaction survey is the organization's formal listening forum. - TCS Cares: Program aimed at creating robust avenues to build an emotionally strong and mentally resilient workforce. # Career Management TCS has multiple initiatives to help employees grow in their careers: - Xcelerate: An integrated platform to capture associates' aspirations and mapping them to future opportunities. - iConnect: A highly collaborative tool designed to help employees reach out to senior mentors for guidance on career paths, have face to face dialogues about their role and career. It provides flexibility for group mentoring as well as individual mentoring. - Inspire: The high potential program for mid-level employees. It helps identify high potentials as early as possible, invest in them continuously, enable accelerated growth, and transition them to leadership roles, and reward and recognize their efforts and success. # Competitive Compensation TCS' business model depends on its ability to attract and retain talent in the highly competitive, global market for software engineers with graduate or post-graduate degrees in engineering and with relevant technical skills. Compensation levels are merit based, determined by qualification, experience levels, special skills if any, and individual performance. Compensation structures are driven by prevailing practices in each country that TCS operates in. The company regularly benchmarks its compensation plans and benefits with the market to ensure competitiveness. # Parental Leave The company offers a variety of benefits to full time employees including parental leave. In FY 2021, a total of 16,907 employees availed of parental leave. Of these, 116 were men and 16,791 were women. Of the 18,767 employees whose parental leave ended during the year, 127 were men and 18,640 were women. Of these, 91 men and 16,176 women employees rejoined work, amounting to a retention rate of 72% and 87% respectively. # Additional Information Across the enterprise, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location. Where relevant, the company publishes the raw mean and median pay differences between genders (not normalized for part-timers or grade and role differences) on its own website as well as on public sites. At TCS, three months' notice is required from either side for termination. In India, 0.03% of the workforce is unionized. Although most of the compensation levels are merit based, they are also influenced by the prevailing practices in each country. Footnotes: - 14 405-2 - 15 401-3 - 16 402-1 - 17 102-41 # Talent Diversity Towards creating a more inclusive and equitable workplace, the company has programs like: TCS is an equal opportunity employer, embracing diversity in race, nationality, religion, ethnicity, marital status, gender, age, physical ability, and sexual orientation. - Champions of Equity, a company-wide campaign that entails senior leaders pledging to fair and equitable practices and serving as role models to the rest of the organization. - Allies of Diversity, a larger dialog on diversity and inclusion that also includes leaders from customer organizations. - Race Education, a learning initiative to build awareness around socio-cultural understanding of race and its manifestation at the workplace."
+"# Talent Retention TCS' empowering culture, philosophy of investing in people, career growth opportunities, and progressive HR policies have resulted in consistently high retention levels and developed a strong employer brand. In recent years, the company's investments in organic talent development and initiatives like Contextual Masters have further reassured employees that the company values them for the contextual knowledge they possess and is prepared to invest in equipping them with new-age technology skills that they do not have. This has made TCS the employer of choice, and its employee retention record an industry benchmark. In FY 2021, TCS' IT services attrition rate was at an all-time low of 7.2%. # Women in the Workforce TCS is one of the world's largest employers of women. The company has multiple initiatives for helping women employees realize their potential, while striking a good work-life balance. These include discussion circles and support groups to help women through major life stages, re-orientation programs to reconnect employees after long childcare leave, interactions with inspirational women leaders, and special leadership development programs to address the needs and aspirations of women at different stages in their careers, learning modules to equip mid-level managers to work with diverse teams, tie-ups with day care centers near the workplace, virtual support groups and parenting workshops. 18 103-2, 103-3 # iExcel Program Overview iExcel is TCS' flagship program to groom mid-level women managers for business leadership roles through an immersive curriculum designed to improve problem solving, learning agility and innovation. Till date, over 969 employees have undergone this program, including 343 women leaders in the virtual editions organized in FY 2021. # Key Outcomes # * Mentorship Participants in these programs are also helping develop and advance others. 343 iExcellers are active mentors, having mentored 2,310 employees till date, an average of 7 mentees per iExcel mentor. # * Innovation This is a high focus area, helping TCS gain a differentiated positioning in the market. Of the 2,837 unique inventors responsible for the 1,850 granted patents till date, 607 are women. # * Participation The overall percentage of women in the workforce has gone up from 33.8% in FY 2016 to 36.5% in FY 2021. There has been significant improvement in women's participation across different levels over the last five years: |FY|Junior|Middle|Senior| |---|---|---|---| |2016|26.8%|11.4%|12.6%| |2021|30.3%|41.4%|44.0%| # * Role Mobility 67% of the participants in the iExcel program reported role movements thereafter. 42% experienced upward progression, 4% had enhanced responsibilities, while 21% had lateral movements. # Occupational Health and Safety TCS has a well-defined Occupational Health and Safety policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The board-level Stakeholders' Relationship Committee reviews the company's health and safety performance on a regular basis. Over 96% of the workforce is represented in joint management-employee health and safety committees that monitor, advise and drive occupational, health and safety initiatives. The SBWS Ergo track was instituted to help employees understand ergonomic stressors and equip them with ways to adopt the best feasible posture while working from home. Ergonomics @ Home webinars were conducted every week, reaching over 10,000 employees. There were also sessions on ergonomics for employees' kids. A series of self-help tools were created for employees including tips and videos on home ergonomic postures and workstation stretches, blog posts on ergonomics and wellbeing and an ergo self-assessment quiz. The program has reached over 27,000 employees since the start of SBWS. # Awards and Accolades for Human Capital Given the Best of Best award by the Association of Talent Development for the second time in a row, for sustained excellence in learning integration and effectiveness, strategic value of learning and individual and company performance. Occupational Health and Safety References: 19 103-2, 103-3 20 403-4 # Awards and Recognition - Awarded 18 Stevies® at the 2020 Great Employers Awards; six Gold Stevies, eight Silver Stevies and four Bronze Stevies in recognition of TCS' talent management, CSR and business practices that have helped it attract retain the best talent to build a global, diverse workforce, and a vibrant workplace. - Won the Top Women Award for Corporate Citizenship in South Africa, hosted by Standard Bank, in recognition of its role in advancing women to leadership roles."
+"- Won three awards for talent management and excellence in learning at the 2020 Brandon Hall Group Awards; two Gold awards for 'Best Advance in Creating a Talent Strategy' and 'Best Learning Program Supporting a Change Transformation Business Strategy' and a Silver award in the category 'Best Use of Games and Simulations for Learning'. # Global Top Employer Named a Global Top Employer by the Top Employers Institute for the sixth successive year for its employee-friendly workplace practices and continued investments in building up talent across the organization through professional development initiatives and digital skills programs. In addition, it has been certified as a Top Employer in Europe, UK, North America, APAC, MEA and LATAM. It was ranked the #1 Top Employer in the US, UK, Finland, Switzerland, Singapore, Philippines, Malaysia, Hong Kong, Ecuador, Chile and Australia in the country-wise rankings. Integrated Annual Report 2020-21 Management Discussion and Analysis | 114 # FY 2021 PERFORMANCE OVERVIEW: # INTELLECTUAL CAPITAL The company's Chief Technology Officer oversees a three-horizon portfolio of investments spanning current innovation, mid-term and long-term research: This is a milestone year for TCS Research and Innovation (R&I). TCS' first research lab was established forty years ago at the Tata Research, Design and Development Centre (TRDDC) in Pune. TCS Research marked its 40th year by adopting a new brand identity with the tagline `Inventing for Impact'. TCS R&I made a significant contribution towards mitigating the effect of the pandemic across areas such as drug candidate molecule discovery, COVID data management, diagnostic kits and epidemiological study. Sustained investments over the years have resulted in a significant scaling up of TCS' R&I footprint over the last four decades. Today, TCS has research labs and innovation centers around the world, some deeply embedded within business units, some in collaboration with academia, as part of Pace Ports, as well as dedicated Agile Innovation Centers for customers. The company has over 6,000 inventors and innovators working on advancing scientific knowledge and solving real-world problems. # TCS Portfolio of Investments for Innovations |Horizon|Horizon 03|Horizon 02|Horizon 01| |---|---|---|---| |Disruptive Innovations|Platform Innovations|Derivative Innovations|Futuristic investments in new areas such as DNA computing, AI for protein design, cognitive robotics, meta materials, quantum computing and sensing, and digital twins for biology.| |Mid-term investments in cloud-based platforms for orchestration of network technologies, robot communications and logistics, and XR-based avatars.|Investments in labs across key business units to deliver innovative solutions to solve current customer problems. Several of TCS' IP-based products released new features: ignio™ released features related to cognitive procurement, digital workspace and assurance, enabling customers to leverage the power of AI in business and IT functions.|Investments in labs across key business units to deliver innovative solutions to solve current customer problems. Several of TCS' IP-based products released new features: ignio™ released features related to cognitive procurement, digital workspace and assurance, enabling customers to leverage the power of AI in business and IT functions.|Investments in labs across key business units to deliver innovative solutions to solve current customer problems. Several of TCS' IP-based products released new features: ignio™ released features related to cognitive procurement, digital workspace and assurance, enabling customers to leverage the power of AI in business and IT functions.| TCS MasterCraft™ launched new features for application development, modernization and enterprise data transformation; strengthened its go-to-market strategy with Cloud Service Providers (hyperscalers). Jile™ MarketPlace was launched to facilitate integration to various commercial and open-source tools in agile project management. Integrated Annual Report 2020-21 Management Discussion and Analysis | 115 TCS R&I is building a rich pipeline of IP based assets consisting of patents, products and platforms. To enable business alignment and to de-risk emerging technology use, TCS' New Products and Services Development framework monitors the pipeline of evolving, future-focused offerings. This has resulted in a further expansion of the IP portfolio across a range of technologies and industry domain processes. As of March 31, 2021, the company has filed for 5,879 patents and has been granted 1,850 patents. TCS researchers presented over 240 papers at premier research conferences and notable journals this year."
+"# SUBJECT CLUSTER |Data Science|Edge Analytics|Seismic Event Forecasting|Attribution Modeling|System Performance Modeling|Adaptive Machine Learning| | | | | | |---|---|---|---|---|---|---|---|---|---|---| |Intelligent Powerplant|Agriculture Digital Farming|Livestock Digital Farming|Intelligent Pharma Manufacturing|Connected Health System|Ports Terminal Planning| | | | | | |Enterprise Personalization|Digital Inclusivity|Collaborative Interfaces|Intelligent Virtual Assistant|Special Purpose Hardware|Smart Waste Management|Logistic Management| | | | | |Autonomous Vehicle|Deep Learning|Computer Vision|Robotic Process Automation|IT Operation Automation|Predictive IT Operation|ML Augmented Data Centre|Natural Language Processing| | | | |Internet of Things|Access, Trustworthy Security|IoT Security|Multimedia Security|Authenticate & Authorize|Threat Modeling|Privacy by Design|Data Management|Incident Management|Cybersecurity in Gaming|Quantum Cryptography| |Artificial Intelligence / Machine Learning|Reliable & Safe Light Detection and Ranging|Drone Technology|Information Technology|Meta Materials|Sensor Informatics|Cognitive Robotics|Embedded System Analytics|Unobstructive Sensing| | | |Sensing Technology|5G Technology & Application|Blockchain Technology & Application|Software Services|Software Engineering|Hybrid Cloud Storage Management|Microservice Modernization|Quantum Computing Architecture|Validation & Verification| | | # TCS' Patent Wall: Breakup by Themes Integrated Annual Report 2020-21 Management Discussion and Analysis | 116 # Broad-basing Innovation # Innovation Ecosystem TCS runs ideathons and hackathons almost every week to build an innovation culture within the organization and offer employees opportunities to innovate within and outside their current assignments. These crowdsource innovative ideas from within TCS and have been very popular with customers. Several customers have run challenges and have been impressed by the number of novel solutions or ideas TCSers have come up with. Every key business unit has its own innovation program, led by a unit-level CTO. These units leverage their deep domain expertise, customer-specific contextual knowledge and the research outcomes in emerging technologies from Corporate R&I as well as the TCS Co-Innovation Network to come up with innovative solutions for customers in their respective segments. Examples include: # TCS DynaPORT™ This solution from the Travel, Transportation and Hospitality unit is for seaports and terminal operators. This one-stop digital terminal operating system (TOS) streamlines order-to-invoice processes and supports multi-modal and multi-purpose requirements. It currently powers over 80 terminals across the globe. # TCS Omnistore™ With TCS OmniStore, retailers can orchestrate unified omnichannel customer journeys, build new services and apps quickly without worrying about channel constraints, and ensure their stores are 'always on' to drive unique, interconnected micro-experiences. # TCS Consent Management Solution This helps organizations automate compliance towards latest privacy regulations while reducing associated costs. It offers a range of capabilities such as consent collection and enforcement, data subject rights, data masking and data discovery. # Customer Engagement TCS Research and Innovation connects with customers and partners through several channels. TCS Innovation Forum 2020, its flagship event, was reimagined in a format that was optimal for digital channels. Over 3,700 clients and partners attended the series across editions, totaling 4x attendance over the physical event in 2019. A number of Innovation Days, Round Tables and seminars were held for customers around the world. # Social Good A number of assistive technologies have emerged from TCS R&I, including Assisto (Speech aid for Cerebral Palsy); VHAB (Immersive Physio); Verbose (Speech-to-text); School at Home assistance for disabled; Emotrain (Training for Autistic) and Home Bound (COVID related remote medical assistance). These were especially useful during the pandemic, where much of the training and support for children with special needs had to be virtual. TCS' Access Infinity platform that has been powering the Sugamya Pustakalaya portal, won the Zero Project Award this year. Launched by Daisy Forum of India (DFI), a not-for-profit organization with a network of over 100 organisations working for the welfare of the visually impaired, the portal has 674,795 books available for download for the print-disabled community. # Socially responsible initiatives launched include # TCS Suite of Products and Platforms - TCS Sustainathon, in its first edition for Singapore, focused on reducing food wastage. - TCS and the Malaysian petroleum major PETRONAS launched a Social Enterprise Education Lab (SEEd.Lab), an end-to-end incubation program for a group of young Malaysian to-be-entrepreneurs and to create employment opportunities for others. - TCS and Auckland Business School Launched an APAC-focused Digital Sustainability Index. The new index will track the adoption and leverage of digital technologies by enterprises for their growth and transformation, and for discharging their social and environmental responsibilities, to create longer term value for all stakeholders. # Highlights: - Digital Glass room: Virtual learning platform, made available to educational institutions across the country shut down by lockdown, free of cost. Garnered registrations from 37,000 institutions. - Remote internships for students across trending domains guided by industry mentors, helped 2.6k college students. - Assessment: 273 million+ candidates assessed till date; 10.5 million+ answer books evaluated, 900,000 registrations for TCS NQT in FY 2021."
+"Remote assessments served 28 million+ candidates. Socially distanced assessments for in-center exams across 700+ cities through zero-touch biometric, crowd management, process digitization, which lead to 20 million+ youth securing their future in academic admission/job recruitment. - Learning: 12 million+ learners on the platform, 71,000 courses available, 490,000+ communities. - Process Management: 700+ SMB clients, 145+ education ERP clients. - 300+ new wins in India and 7 in International market. - Strategic partnerships in India with bodies like National Skill Development Corporates (NSDC) and the state governments of Kerala and Telangana towards skills development. # Banking: Serves more than 25% of the world population. Two of the world's largest core banking implementations run on TCS BaNCS, processing 1 billion accounts. # Capital Markets: Performs clearing and settlement in over 20 markets worldwide. Records 10 million trades per day (peak), represents $40 trillion worth of AUC across 100 countries. # Insurance: Administers over 20 million life, annuity and pension policies; 135 million property and casualty policies. # Global Securities: It offers ready market connectivity to 45+ local markets for settlements, with 8 of the top custodians running on the solution. # Other investments in sustainability initiatives: Digital farming, the energy value chain, and water and power savings, continue. # TCS Research Scholar Program: The TCS Research Scholar Program is in its 10th year and has supported 350 scholars from 41 premier institutes till date. TCS' researchers mentor young social entrepreneurs solving socially relevant problems at the TCS Foundation's Digital Impact Square (DISQ), Nashik. DISQ entrepreneurs came up with innovative solutions for coping with the pandemic. # Integrated Annual Report 2020-21 # Management Discussion and Analysis * 14,000+ active users till date * Plug and play SaaS based business platform to digitally transform business, network and revenue management domains of subscription-based businesses * World leading cognitive automation software for IT and business operations. FY 2021 highlights: - 50+ new wins; 180% YoY growth in channel partners - Manages over 1.5 million technology resources autonomously - 84 patents filed to date; 30 granted - Prevented revenue leakage of over $100 million and has delivered cost savings of over $25 million for customers globally in FY 2021. - Serving 33+ clients, across Communications, Utilities, Manufacturing and Personal Care; Serving 22 million+ subscribers, handling 145,000+ devices and processing 1.2 billion+ events. - 13 new wins and go-lives in FY 2021 - AI-powered retail optimization suite that enables retailers to improve sales and margins with integrated merchandising and supply chain decisions. - 1 new win and 2 go-lives in FY 2021 - AI-powered future commerce platform that enables unified customer journeys by seamlessly catering to new channels and brand expansions. - 1 new win and 4 go-lives in FY 2021 - Comprehensive suite for digital transformation of drug development and clinical trials - Executed 500 trials on ADD - Customers: 9 out of the top 10 pharma companies - Key implementations: Redesigned operational analytics for top 3 pharma, implemented advanced submission planning for a pharma major's regulatory submission; rolled out cognitive automation of pharmacovigilance for 62 studies; 12k+ shipments completed; 10k+ kits dispensed; 90%+ adherence rate on Decentralized Trials solution; implemented eConsent for 11 studies - Set up COVID study on ADD in less than 10 days for a leading Asia-based pharma major - AI powered system of actionable intelligence - powered by an enterprise digital twin (customer, product, process) to help business leaders simulate and optimise enterprise decisions, predict and proactively manage outcomes - 7 new wins and 3 go-lives in FY 2021 - Digital platform to optimally automate and manage IT processes - FY 2021 Highlights: 25 new wins, 96 billion+ records processed for data privacy, 5 billion+ records processed for data quality, 57+ million lines of code (mloc) analyzed, 5+ mloc generated - SaaS-based, scalable Agile DevOps platform to accelerate software development and delivery and integrate DevOps tools # Building a Culture of Innovation that welcomes new ideas from across the organization, resulting in an industry-leading portfolio of intellectual property. # Awards and Accolades for Intellectual Capital - Intelligent smart contract development toolkits, Integration solutions and 'Designed for DLT' business solutions that provides foundational technology, tools and business components for creating distributed ledger solutions across varied industries. - Built on the core principles of Coexistence, Integration and Interoperability, Quartz enables existing systems to coexist and integrate with blockchain platforms and other messaging networks. - 10 new wins and 2 go-lives in FY 2021."
+"- Highly Commended in the category Best Enterprise AI Solution at The AIconics Awards, TCS Optumera™, an AI-powered retail optimization suite, helps retailers make data-driven decisions around right-sizing store space, shopper-centric omni-channel assortments, dynamic pricing strategies and compliance. It also won the 2021 Data Breakthrough Award in the category Data Solution of the Year - Retail for empowering retailers to execute integrated strategic decisions. - Digitate, a software venture of TCS, was ranked #37 among the Top 100 Software Companies of 2020 by The Software Report, recognized for the rapid growth and market leadership of its ignio suite within five years of launch. - Named the POS Technology of the Year at the Retail Systems Awards 2020, TCS OmniStore™, a flagship product of the TCS Algo Retail™ suite, was recognized for its open architecture and fluid technology stack that allows enterprises to quickly build new journeys, services, and apps without worrying about channel constraints; all this with the flexibility of reusing existing investments. File: AR_TCS_2020_2021.md - Won the 2021 CIO 100 Award for its Intelligent Urban Exchange (IUX) for Workplace Resilience software. - Won the 2021 IoT Breakthrough Award in the category Enterprise IoT Management Innovation for its Intelligent Urban Exchange (IUX) for Workplace Resilience software. - Honored with the CIO Choice 2021 award in the category Digital Transformation Enabler for its investments in research and innovation, strong domain knowledge across industries, rigor in service delivery, and comprehensive portfolio of services and platform solutions including IT and advisory services, and digital workplace. - TCS Connected Clinical Trials solution, part of TCS ADD platform, won the 2020 Citeline Award in the category 'Best Patient-facing Technology Initiative' for providing a positive experience to patients in clinical trials and driving efficiency. - Conferred the CIO100 Special Award for Business Transformers, IDG India's annual award program. # FY 2021 PERFORMANCE OVERVIEW: # RELATIONSHIP CAPITAL # Customers Customer-centricity is at the core of TCS' business model, organization structure and investment decisions. The philosophy has been to delight them by delivering superior outcomes, and build strong, enduring relationships. Additionally, the company seeks to expand and deepen customer engagements by continually looking for new areas in the customer's business where the company can add value, proactively invest in building newer capabilities, and launch new services and solutions to participate in those opportunities. TCS was ranked #1 in Customer Satisfaction across Europe for the eighth consecutive year in a large, independent survey of 1700 CxOs of top IT spending organizations by Whitelane Research. Additionally, in the individual country rankings, TCS was ranked #1 by customers in UK, France, Germany, Austria, Switzerland, Netherlands, Belgium, Luxembourg and the Nordics. # Client Metrics | |FY 2017|FY 2021| |---|---|---| |$100 million+ clients|101|84| |$50 million+ clients|48|35| TCS' Sustainable Supply Chain policy and Green Procurement policy outline its commitment to making its supply chain more responsible and sustainable. In FY 2021, the company integrated sustainability, safety and environmental requirements in its online vendor management system across the various stages of vendor lifecycle - selection, review and renewal. Supplier engagement includes defining product specifications on safety/environment, vendor compliance review, outlining mandatory policy and process requirements, desktop assessments, audits and performance review on these criteria. TCS' responsible sourcing program encourages its suppliers to go beyond 100% regulatory compliance, and strive for better sustainability performance. # Investors TCS is seen as a benchmark in transparency and disclosures, publicly communicating its longer-term strategy, qualitative aspects of the demand outlook, risks and opportunities. The company has a robust investor outreach program through which it engages with a broad range of investors domestically and overseas. These efforts towards removing information asymmetries and helping investors arrive at a fair valuation of the company's stock have resulted in TCS topping various regional investor polls conducted by publications such as Institutional Investor, FinanceAsia and AsiaMoney. In FY 2021, TCS was quick to embrace virtual meetings for its investor outreach, including meetings, virtual NDRs and conferences. TCS was also the first corporate in India to hold a virtual Annual General Meeting last year. 21 308-1 Integrated Annual Report 2020-21 Management Discussion and Analysis | 121 # Brand Building # Breaking out The following table provides the number of investor and analyst interactions by category in FY 2021: |Particulars|Q1|Q2|Q3|Q4|FY 2021| |---|---|---|---|---|---| |Meetings and Calls|59|29|38|95|221| |Conferences|47|207|111|62|427| |Sell Side Analysts|8|8|27|5|48| |Total|114|244|176|162|696| Quarterly, half-yearly, and annual results are intimated to the stock exchanges, published in leading Indian newspapers, emailed to analysts and investors who subscribe to the service, and posted on the website."
+"Half-yearly results are mailed to shareholders, along with a message from the MD on the Company's performance. The quarterly earnings release is accompanied by a press conference, which is streamed live on www.tcs.com, and an earnings call that is webcast on the website. Material developments during the quarter that might impact revenue or earnings are intimated to the stock exchanges and through the website. Quarterly results, regulatory filings, transcripts of earnings call, Investor Relations presentations and schedules of analyst and investor interactions are available at https://www.tcs.com/investor-relations. # Full Pivot to Digital Key highlights of the year are: - Leading the narrative with thought leadership - New Beginning, Vision 25X25, Secure Borderless Workspaces™, Business 4.0™ - Launched the 'Transforming India' campaign - Integrated campaign across digital and television with 1,700 spots; reached 1.6 million high affinity TV audiences; 111 million impressions garnered across digital platforms; over 1 million website clicks generated - Global Media Engagement - Leading the conversation during the pandemic, positioning TCS as a thought leader in technology transformation. This resulted in a greater share of voice with over 50,000 mentions and 4,000 unique stories. - Social Media success - The company used social media channels effectively to amplify its narratives. Its stakeholder engagement resulted in garnering over 5 million followers on LinkedIn, and 100 million organic impressions. - Digitally enabled customer engagement - Full deployment of digital marketing for sales enablement, including 500+ campaigns in account-based marketing and 50,000 customer touch points - Enabled global marathons go virtual - Virtual running apps, digital and physical running experiences created # Driving Associate Engagement and Connect Launched the #OneTCS platform: A medium to drive employee engagement, connection and motivation. An enterprise-wide, arts-driven talent hunt was launched; interviews and online interaction with celebrity sportspersons, lifestyle. # gurus to keep the #OneTCS platform vibrant for employees. There were 6.5 million unique engagements on this platform. - Townhalls, events, consistent multi-channel communication: These included celebrating milestones such as achieving the goal of Enterprise Agile by 2020, and 10,000 Contextual Masters - Pandemic communication with clarity to inform and connect: Welfare programs, COVID-19 response initiatives, structured employee well-being program via TCS Cares Details of TCS' new brand articulation and purpose can be found here: https://www.tcs.com/buildingonbelief. Refer to the Panel Discussion on Building on Belief (Page 24), featuring N G Subramaniam, Chief Operating Officer, K Ananth Krishnan, Chief Technology Officer and Krishnan Ramanujam, President - Business and Technology Services # Brand Value TCS' reputation for customer-centricity, domain depth and execution excellence have made it the preferred growth and transformation partner to leading corporations across the world. It is also recognized as a top employer brand across the major markets it operates in, including North America, Europe, UK, India, Latin America and Australia, among others. - Unique usage of external channels to drive employee engagement # Brand launch TCS adopted a new brand statement, Building on Belief, to convey how its partnership with customers goes beyond technology deployment. It helps them make a meaningful difference, translating their aspiration into reality. The new statement conveys how TCS builds on their ambition and optimism to transform their business for the better, the impact of which is felt by their customers and the communities they serve. It also reflects TCS' own belief that it, along with its customers, can harness collective knowledge to innovate in ways that result in better futures for individuals, communities and the planet. # TCS Brand Value Building on Belief TCS is among the Top 3 Brands in IT Services and its brand value grew by $1.4 billion in FY 2021 |GLOBAL TOP EMPLOYER|SUPERBRAND IN US|# FASTEST GROWING BRAND| |---|---|---| |ACROSS MAJOR MARKETS (6TH CONSECUTIVE YEAR)|FOR ITS STRENGTH OF BUSINESS REPUTATION & COMMUNITY IMPACT| | winner of 2020 Gartner Communications Award for Excellence in Building a Corporate Brand Integrated Annual Report 2020-21 Management Discussion and Analysis | 123 # Its purpose-driven community outreach and corporate social responsibility company's high standing in the investor community is evidenced by the top ranking it has been consistently receiving in surveys across Asia. The cumulative effect of all the goodwill and recognition from these different stakeholders, and concerted efforts by the company's marketing organization have helped put TCS among the Top 3 brands in IT Services by brand value. # Awards and Accolades for Relationship Capital initiatives across the world have earned it local recognition and goodwill."
+"The Partners - Won the 2020 SAP® Pinnacle Award in the category Integrated Delivery Partner of the Year, in recognition of its outstanding contributions as an SAP partner, dedication to teamwork, innovative approach and capacity to challenge what is possible, in helping customers achieve their goals. - According to Brand Finance, TCS' brand value grew by $1.4 billion in FY 2021, the highest absolute growth among the 25 companies assessed, that too in a challenging year when the brand value of IT services companies collectively dropped by 3 percent. Further, at 10 percent growth over the prior year, TCS has outperformed its other two peers among the Top 3 brands in IT services. - Named the Global System Integrator of the Year 2020 by HPE in recognition of its outstanding performance, commitment to customer excellence, focus on growth, innovation, and professional achievements. - Won 2020 Pega Partner Award for Excellence in Growth and Delivery for leveraging Pega technologies to drive successful digital transformation programs for joint clients in the insurance, manufacturing and telecommunications industries. - Awarded the 2020 Canada IMPACT Award for Datacenter Migration by Microsoft Corporation for driving strong business outcomes for its customers, including enhanced security, increased agility, more resiliency, strong TCO transformational wins. - Recognized by Amazon Web Services (AWS) as the 2020 AWS Migration Success Partner of the Year in India, for TCS' commitment to excellence in helping customers successfully migrate and manage their core applications on the cloud. - Recognized as a Solution Plus Partner by Intel's Winners' Circle Program, for contributions to the acceleration of #5G and virtual network transformation. |FY|2010|2013|2014|2015|2016|2017|2018|2019|2020|2021| |---|---|---|---|---|---|---|---|---|---|---| |Brand Valuation|$12.8|$8.7|$9.1|$10.4|$13.5|$14.9| | | | | Source: Brand Finance Integrated Annual Report 2020-21 Management Discussion and Analysis | 124 # Awards and Recognition - Won the 2020 Salesforce Partner Innovation Award in the Media Industry category for helping Equifax UK deliver enhanced customer experiences. # Brand - Ranked among the Top 3 brands in IT services by Brand Finance; TCS clocked the highest absolute brand value growth in the sector in 2020 and was named the fastest growing brand in the industry over the last decade (2010-2020). - Named a Superbrand in the US and in the UK, on the strength of its brand reputation, business performance, industry-leading job creation, scale of employee training and development, and commitment to corporate social responsibility initiatives. - Ranked among the Top 100 US brands, across all industries, by Brand Finance for the sixth year in a row. TCS was ranked #59, up two places from last year. - Listed among the Top 10 in five categories - Customer Favourite, Best AR Team, Biggest Improver, Analyst Advocacy Award and Overall Champion, in a survey covering over 300 analysts globally, by The Analyst Observatory at the University of Edinburgh Business School. Notably, this is an unaided measure of analyst mindshare of the larger universe of software vendors, technology providers, hyperscalers, telecom companies and system integrators. - Won the 2020 Gartner Communications Award in the category 'Excellence in Building a Corporate Brand' for its multi-phased communication strategy, centered around its Business 4.0™ thought-leadership framework. - TCS Transforming India campaign has won the Best Integrated Campaign Award - Gold at the Exchange4Media - India PR and Corporate Communications Conference 2020. - Won 2 Stevies at the 2020 American Business Awards®, for the 2019 TCS New York City Marathon app. TCS received a Gold Stevie® in the category Mobile Marketing Campaign of the Year and a Silver Stevie in the category Best User Experience. - Ranked at second place for the Analyst Relations Team of The Year award by the Institute of Industry Analyst Relations, based on their poll of over 100 top industry analysts. Integrated Annual Report 2020-21 Management Discussion and Analysis | 125 # FY 2021 PERFORMANCE OVERVIEW: MANUFACTURED CAPITAL With SBWS, TCS enabled most of its workforce to be fully productive while working remotely. Throughout FY 2021, less than 4% of the workforce worked out of its facilities, mostly confined to very sensitive projects and activities such as R&D which necessarily require specialized equipment and controlled environments. To create a safe workplace for them, TCS deployed its IUX for Workplace Resilience solution which combines risk analytics with key business relaunch functions, including workforce safety, regulatory compliance, operational resilience, and customer engagement. Its business command dashboard enables site administrators to monitor the daily risk profile and risk prediction for over 180,000 TCSers in India on a rolling seven, 14- and 21-day basis, easing workforce deployment planning."
+"Based on the daily risk scores, site administrators could decide which of the employees could be safely allowed to return to work, if required. Additionally, to ease the pressure on strained local medical infrastructure and help TCSers and their families safely quarantine themselves in the event of testing positive to the virus, TCS built 11 Covid Health Centers across various cities at its campuses, with a cumulative capacity of 240 beds. # Top: Open Agile collaborative workspaces to support all stages of the innovation lifecycle # Bottom: Covid Health centres created at TCS' campuses in 11 cities Looking ahead, TCS' Vision 25x25 envisages a very different role for the office, to serve as physical hubs for collaboration, innovation and team building, while routine work can get done from anywhere. Towards this, the company has already built Incubation Development Centers at some of its locations, which will be further refined to align with business requirements. These locations are going to be Open Agile Collaborative Workspaces with Software Defined Network rolled out in a phased manner. This will give the teams mobility, flexibility and seamless collaboration environments for their business functions. TCS is also planning to consolidate old leased, non-agile and smaller vintage facilities to new owned campuses, optimizing its operational expenses. Integrated Annual Report 2020-21 Management Discussion and Analysis | 126 # FY 2021 PERFORMANCE OVERVIEW: FINANCIAL CAPITAL The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2021. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the Company') are prepared in accordance with the Indian Accounting Standards (referred to as 'Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. # Overview of the consolidated financial results of the Company: | |FY 2021 Adjusted*| |FY 2021 Reported| |FY 2020| |---|---|---|---|---|---| |Revenue|% of Revenue|% Growth|Revenue|% of Revenue|% of Revenue| |Revenue from operations|164,177|100.0|164,177|100.0|156,949| |Earnings before interest, tax, depreciation and amortization (EBIDTA) (before other income)|46,546|28.4|45,328|27.6|42,109| |Profit Before Tax (PBT)|44,978|27.4|43,760|26.7|42,248| |Profit after tax attributable to shareholders of the Company|33,388|20.3|32,430|19.8|32,340| |Earnings per share (in `)|89.27| |86.71| |86.19| * Excluding provision towards legal claim # Analysis of revenue growth On a reported basis, TCS' revenue grew 4.6% in FY 2021, compared to 7.2% in the prior year, due to the sharp revenue reduction in the first quarter across industry segments from the pandemic impact. # Average currency exchange rates during FY 2021 for the three major currencies: |Currency|Weightage (%)|FY 2021 (`)|FY 2020 (`)|% Change YoY| |---|---|---|---|---| |USD|52.0|74.06|71.23|4.0| |GBP|13.5|97.32|90.15|8.0| |EUR|12.0|86.69| |9.8| Movements in currency exchange rates through the year resulted in a positive impact of 5.4% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was (0.8)%. # Growth attributable to | |FY 2021 (%)|FY 2020 (%)| |---|---|---| |Business growth|(0.8)|7.1| |Impact of Exchange rate|5.4|0.1| |Total Growth|4.6|7.2| # Segmental Performance The revenue break-up by Industry Vertical and Geography is provided below: | |India|Others| |---|---|---| |Banking, Financial Services and Insurance|40.0%|51.3%| |Manufacturing|9.7%|18.2%| |Communication, Media and Technology|16.5%|5.1%| |Retail and Consumer Business|15.6%| | |Others| |11.7%| # Revenue by Industry Vertical # Revenue by Geography Integrated Annual Report 2020-21 Management Discussion and Analysis | 128 # Segment revenues, year on year growth, a brief commentary and segment margins are provided below: |Industry Vertical|Segment Revenue|YoY Revenue Growth|Commentary|Segment Margin| |---|---|---|---|---| |Banking, Financial Services and Insurance|65,634 (61,095)|7.4%|* Key investment themes included customer experience transformation; future readiness through core transformation including platform simplification and modernization and cloud adoption; optimization of back office operations. * Other key areas of spend included adoption of payments, robo-advisory systems and crypto-custody solutions. * Market reform such as CAT, LIBOR Transition, SFTR, BREXIT also drove significant spend especially around the use of predictive analytics, AI, NLP and automation.|28.5% (27.7%)| |Communication, Media and Technology|27,077 (25,978)|4.2%|* Parts of the Media sub-vertical, related to live sports, events, entertainment and radio were affected by the pandemic. * Key investment themes included 5G and fiber rollout, network virtualization, operating model transformation, product and platform engineering, business simplification, data and analytics and cloud enablement. * M&A and business separation activities was another key driver of spend.|29.6% (29.7%)| |Retail and Consumer Business|25,589 (26,280)|(2.6%)|* Retail and CPG - Discretionary retail and some parts of CPG were impacted by the pandemic."
+"Spending was driven by transformation in Demand Planning, Forecasting and Replenishment to ensure continuous availability of high demand essential items; unified customer experience across channels, contactless pick-up / payment, curbside pickups etc; D2C and e-commerce initiatives in CPG. * Travel, Transportation & Hospitality - The sector was badly impacted by pandemic restrictions. Key investment themes include contactless operations and self-service, operating model changes, and simplification.|27.9% (26.1%)| Integrated Annual Report 2020-21 Management Discussion and Analysis | 129 # Industry Vertical |Segment|Revenue FY 2021 (FY 2020)|YoY Growth %|Commentary|Segment Margin FY 2021 (FY 2020)| |---|---|---|---|---| |Manufacturing|15,950 crore (16,468)|(3.1)|* Large parts of the manufacturing sector were impacted badly by the plant closures and supply chain disruptions. This resulted in postponements in capex and discretionary programs. * Key spending themes included IT infrastructure and movement to the cloud, Plant safety and industrial applications such as remote asset management, IT security, Supply chain resilience, in-vehicle software, connected products. * In the Utilities sub-vertical, key areas of spend included geospatial systems, customer service, and operational resilience and optimization.|28.1% (27.0)| |Others|29,927 crore (27,128)|10.3|* Growth in the Life Sciences segment was led by pandemic related initiatives such as adverse event processing for the vaccine, M&A synergies through IT integration, digital marketing and analytics, IT operating model transformation, cloud enablement, workplace modernization and cybersecurity. * Key areas of spend across other verticals included M&A, cloud adoption, cyber security, operations optimization and vendor consolidation.|27.5% (22.6)| Integrated Annual Report 2020-21 Management Discussion and Analysis | 130 # Business Outlook Increased activity around mergers, acquisitions and divestitures are expected to drive more opportunities around integration and transitional services. Other industry-specific themes such as regulatory compliance in the banking and financial services domains, supply chain transformation in manufacturing, and connected vehicles in the auto sector are also expected to drive growth. The COVID-19 pandemic continues to challenge businesses in every possible way and has amplified existing risks. Operating in an uncertain and ever-changing environment, TCS' global operations bring in considerable complexities and its robust enterprise risk management framework aids in ensuring the strategic objectives are achieved. This framework is supported by processes for risk identification, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. The digital platform for integrated risk management provides an enterprise-wide view of risks covering strategic, operational, compliance, financial and catastrophic risks, providing a holistic approach towards informed decision making. TCS anticipates increased investments by customers in growth and transformation initiatives that deepen customer engagement, enable competitive differentiation, improve supply chain resilience and drive revenue growth. Common investment themes that are expected to accelerate across all industry verticals in FY 2022 are: - Data-driven customer journey transformations spanning front-, middle- and back-office processes and systems to enable enhanced and personalized customer experiences; - Digital enablers for direct distribution and end-customer engagement; - Seamless, personalized omnichannel experiences in consumer-facing industries; - Product and business model innovations; - Adoption of open APIs to enable purpose-driven ecosystems. The need for optimization and for freeing up resources for high priority transformation initiatives is also expected to result in more outsourcing engagements and vendor consolidation, helping drive market share gains. Global economic growth is projected to grow at 6 percent in 2021 after an estimated contraction of 3.3 percent in 2020. While there is still uncertainty on the path of the health crisis, with likelihood of third or fourth waves, and the emergence of new strains of the virus, overall business outlook across industries appears to be positive in all of TCS' major markets. This is expected to result in an expansion in enterprise spending on IT services globally, following a decline in 2020. TCS anticipates increased spending on business operations transformation using TCS Cognix™; legacy system transformation including application architecture and data modernization; cloud adoption; intelligent automation; cyber-security; IT operating model transformation using a Machine First approach for leaner and more agile operations; and digital workplace transformation for enhanced user experience and superior collaboration. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the business units, the geographies, the functions, the customer relationships and projects."
+"23 World Economic Outlook, April 2021, International Monetary Fund Integrated Annual Report 2020-21 Management Discussion and Analysis | 131 # Key Risks, Anticipated Impact on the Company and Mitigation Strategies |Key Risks|Impact on the Company| |---|---| |Disruption and Uncertainty in Business due to the COVID-19 pandemic|Customers: The COVID-19 pandemic extending into the second year has resulted in changes in consumer behaviors, impacting demand in various industries, hurting small businesses and necessitating large fiscal interventions. Tapering off of these interventions, or the emergence of new variants which trigger new lockdowns and other restrictions could disrupt the return to normalcy and impact customers' short-term priorities, growth plans and discretionary budgets. It could also result in restructuring of some contracts, deferment, cancellation of some planned engagements besides other tactical steps such as vendor rationalization, or insourcing of work to captives, impacting the company's revenue growth. Mobility: Due to new strains of COVID-19 and increasing trend in infection cases globally, business disruptions due to intermittent lockdowns, international travel restrictions are likely, impacting the mobility of the company's workforce required to travel for work purposes, which in turn may impact service delivery and revenues. Workforce: The continuing pandemic may affect not only the health of affected employees, but also their emotional and mental wellbeing, due to physical isolation for a long period. If large numbers of employees are affected, it could result in business disruption and necessitate higher spends for ensuring business resiliency. There could be hesitation to come back to office in the near future from employees who have been working remotely from their hometowns. This may impact employee morale and satisfaction leading to the risk of higher attrition.| # Mitigation - COVID-19 Emergency Response Apex committee at Enterprise level to drive a holistic action plan and coordinate global efforts, based on frequent risk assessments. - Secure Borderless WorkSpaces (SBWSTM) infrastructure enabling associates to work from home and ensure business continuity. Digital communication channels and collaboration platforms set up for them to stay connected with colleagues and customers. - Regular communication with customers about measures taken to maintain business services and reporting of their operations status. - Pursuing new and re-purposed offerings and solutions during and post the COVID-19 disruption. - Regular coordination with key suppliers for expeditious provisioning of assets critical for business services. - 24*7 dedicated helpline for associates to address COVID-19 related help, queries and for emotional support. Regular webinars, interactive sessions, counseling services (TCS Cares), medical hotline to doctors and fitness sessions for associates. Isolation Centers setup in 11 TCS Offices. - Periodic advisories to associates towards ensuring health and safety. - SOP for operating TCS Offices including implementing Safe Operating Zones for associates required to work from office, thermal screening, self-declaration, frequent sanitization of premises, social distancing layout etc. AI-based Workplace resilience tool implemented in Delivery Centers to aid in risk profiling and contact tracing. - Rigorous review and execution of Business Continuity and Crisis Management capability which is benchmarked with ISO 22301 certification. File: AR_TCS_2020_2021.md - Remote working practices for managers and employees integrated into the Location Independent Agile delivery method, to ensure effectiveness and productivity. Integrated Annual Report 2020-21 Management Discussion and Analysis | 132 # Key Risks # Impact on the Company However, the company's relative competitiveness is expected to increase because of its traditional value focus and its strong track record in helping customers improve the efficiency and resilience of their business and IT operations through digital transformation initiatives and the Machine First Delivery ModelTM. # Volatile global political and economic scenario The Company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. Political disruptions or volatile economic conditions due to geo-political tensions, trade wars, and uncertainty regarding post-Brexit impacts on different business sectors may adversely affect that outlook resulting in reduced spending which could restrict revenue growth opportunities. # Restrictions on global mobility, location strategies Distributed software development models require the free movement of people across countries and any restrictions in key markets pose a threat to the global mobility of skilled professionals. Restrictions on mobility due to the pandemic, or due to legislations which limit the availability of work visas or which apply onerous eligibility criteria or costs could lead to project delays and increased costs. # Mitigation - Regular connect with Government and Health service providers to facilitate planning for logistics and arrangements for vaccination of employees as required. - Encouraging associates to get vaccinated, including facilitation and reimbursement."
+"- Monitoring changes in regulations related to the impact due to pandemic and align internal policies accordingly. - Broad-based business mix, well diversified across geographies and industry verticals. - Offerings and value propositions targeting all stakeholders (in addition to the CIO) in the customer organization, covering discretionary as well as non-discretionary spends, and relevant at every point in the business cycle. - Participating in the customer's growth and transformation initiatives through services and offerings including advisory services, migration and modernization of applications and workplace transformation using location independent agile, deep contextual knowledge and data-driven analytics and dashboards. - Proactively investing in infrastructure and resourcing to satisfy anticipated customer demand for flexible products-and-platforms based solution offerings and subscription-based services to gain market share and new clients and markets. - More long-term contracting models. - Leveraging business ecosystem through collaboration with partners, startups and alliances to participate in transformation initiatives of customers. - Ongoing monitoring of the global environment, working with advisors, partners and governments. - Material reduction in dependency on work visas through increased hiring of local talent including freshers, use of contractors, local mobility and training in all major markets. - Leveraging the SBWSTM model to source talent from anywhere and deliver from anywhere. Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location. Integrated Annual Report 2020-21 Management Discussion and Analysis | 133 # Key Risks # Impact on the Company - Active engagement in Science, Technology, Engineering and Math (STEM) initiatives designed to structurally increase the availability of engineering talent in major markets. - Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation. - Increased outreach to government stakeholders, trade bodies, think tanks and research institutes. # Business model challenges Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. The COVID-19 pandemic has resulted in a major acceleration of technology investments by customers to make themselves future-proof and also to power the revival of their business. This investment shift is targeted to deliver superior customer experience or improve their employee engagement or improve their operational resilience. There is a major shift towards public cloud adoption and cloud-based transformation initiatives as well as digitalization of legacy applications. This is resulting in increased demands on the Company's agility to keep pace with the rapidly changing customer expectations. Failure to cope may result in loss of market share and impact business growth. There is also increased focus on vendor consolidation and corporate restructuring and mergers and acquisitions in some customer industries. # Mitigation - Investments in building scale and differentiated capabilities on emerging technologies through large scale reskilling, external hiring, research and innovation, solution development and IP asset creation leveraging deep contextual knowledge across customer specific domain, technologies and processes. - Establishment of focused business service units providing end-to-end transformational and operational solutions on leading cloud technology platforms spanning advisory, migration and modernization and support of applications. - Staying relevant to customers by constantly launching new service practices and technology solutions including a new AI-Powered business command solution to help firms assess risk profiles and protect employees returning to offices and modernizing existing offerings and solutions. - Developing capabilities in organization divestiture and integration planning to cater to Merger and Acquisition induced demand for advisory and business consolidation related services. - Thought leadership by propagating the Business 4.0 framework leveraging the Machine First Delivery Model (MFDM™). Developing industry-specific best practices and AI-led Products to enable customers derive greater business value and discover opportunities to transform and grow their businesses. - Implementing Location Independent Agile methods to mitigate location constraints and pricing and margin pressures. - Constant scouring of the technology landscape through alliance partnerships, and strong connections in academia and the start-up ecosystem to spot new trends and technologies and launch offerings around them. # Key Risks |Impact on the Company|Mitigation| |---|---| |Litigation risks Given the scale and geographic spread of the Company's operations, litigation risks can arise from commercial disputes, perceived violation of intellectual property rights and employment related matters. Its rising profile and scale also make TCS a target to litigations without any legal merit. This risk is inherent to doing business across the various countries and commensurate with risk faced by other players similarly placed in the industry. In addition to incurring legal costs and distracting management, litigations garner negative media attention and pose reputation risk."
+"Adverse rulings can result in substantive damages.|* Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and protection of intellectual property. * Improved governance and controls over immigration process / increasing localization and sensitization of business managers. * Potential disputes are promptly brought to the attention of management and dealt with appropriately. * Team of in-house counsels, backed by tie-ups with a network of highly reputed global law firms in all the major markets. * Robust mechanism to track and respond to notices as well as defend the Company's position in all claims and litigation.| |Currency volatility Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee. Appreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and also result in collection losses.|* Following a currency hedging policy that is aligned with market best practices, to limit impact of exchange volatility on receivables, forecasted revenue and other current assets and liabilities. * Hedging strategies are decided and monitored by the Risk Management Committee of the Board convened on a regular basis.| |Breach of data protection laws Data Privacy and protection of personal data is an area of increasing concern globally. Legislations like GDPR in Europe carry severe consequences for non-compliance or breach. Many other countries have enacted or are enacting their Data Privacy regulations to ensure protection of personal data. Violation of data protection laws or security breaches can result in substantive liabilities, fines or penalties and reputational impact.|* Global privacy policy in place covering all applicable geographies and areas of operations, which sets out the privacy principles within TCS. * Global privacy policy in place to oversee and deploy data privacy obligations and support initiatives across the enterprise. DPOs (Data Protection Officers) have been appointed for TCS entities as required by local privacy regulations. Privacy leads have been appointed in all units. * Embedding privacy by design and privacy by default principles in development of new or changed internal processes or services or products. Robust and continued governance of personal data. * Data protection controls and robust risk response mechanisms to cater to protection of personal data in the TCS ecosystem as well as protection of such data in Client-managed networks in Global Delivery Centers.| Integrated Annual Report 2020-21 Management Discussion and Analysis | 135 # Key Risks |Impact on the Company|Mitigation| |---|---| |Cyber Attacks Risks of cyber-attacks are forever a threat on account of the fast-evolving nature of the threat. There is also an increased risk due to various pandemic themed cyber threats. In addition to impact on business operations, a security breach could result in reputational damage, penalties and legal and financial liabilities.|* Investments in automated prevention and detection solutions, including Perimeter security controls with advanced tools, enhanced internal vulnerability detection, data leak prevention tools, defined and tested incident management and recovery process in compliance with ISO 27001 standard. * Deployment of a security governance tool on all devices used by employees while working remotely, to monitor the work and ensure compliance to company security policies and contractual obligations. * Compliance to security controls for cloud services as per ISO 27017:2015 / 27018:2014 standard. * Continued reinforcement of stringent security policies and procedures including enhanced security measures and awareness building to combat pandemic-themed threats like phishing, soliciting for fraudulent causes or charities, suspicious pleas and communication through social media, text or calls. * Collaboration with Computer Emergency Response Team (CERT) and other private Cyber Intelligence agencies, and enhanced awareness of emerging cyber threats.| # Key Risks # Impact on the Company * Enterprise-wide training and awareness programs on Information Security including the extensively used enterprise-wide communication and collaboration platforms accessed through mobile or desktop channels. * Strict access controls including dynamic passwords for secure access to enterprise applications and special handling of privileged administrator accounts. Rigorous access management on all Cloud deployments. * Encryption of data, data back-up and recovery mechanisms for ensuring business continuity. * Ability to isolate TCS enterprise network from client network and defined escalation mechanisms to handle security incidents in client environment. * Periodic rigorous testing to validate effectiveness of controls through Vulnerability Assessment and Penetration Testing. * Internal and external audits and forensics."
+"# Non-compliance to complex and changing global regulations As a global organization, the Company has to comply with a complex regulatory landscape across multiple jurisdictions, covering areas such as Employment and Labour, Immigration, Taxation, Foreign Exchange and Export Control, Environment, Health and Safety, Anti-Bribery and Anti-Corruption, Data Privacy and so on. The laws and regulations are continuously evolving, increasing in number and complexity. This has resulted in greater compliance risk and cost for the Company. The fast pace of changes in the regulatory environment, including those due to the pandemic, also requires quick understanding of their implications and adaptation in business operations. Failure to comply could result in penalties, reputational damage and criminal prosecution. # Mitigation * Deployment of a comprehensive global compliance management framework that enables tracking of changes to applicable laws and regulations across various jurisdictions and functional areas and managing compliance obligations. This includes those laws and provisions specially enacted directly to cater to the pandemic impacts. * Periodic regulatory compliance certification, which is fully digitized enables self-governance and covers compliance across all the locations of the Company. * Adequate and effective internal controls to comply with regulations and to keep a check on unlawful and fraudulent activities. * Awareness through web-based compliance training courses for all staff and regular notifications/alerts on regulatory changes communicated to stakeholders. * Strong governance at executive and board level through compliance committees. # Key Risks # Intellectual Property (IP) infringement and leakage Risk of infringement of third-party IPs by TCS may lead to potential liabilities, increased litigation and impact reputation. Inadequate protection of TCS' IP may lead to loss of IP leading to potential loss of ownership rights, revenue and value. # Mitigation - Established an industry leading IP management framework (IP 4.0) and accordingly have institutionalized frameworks, processes and procedures that address the risk of infringement of third-party IP while ensuring safeguarding of TCS' own IP assets. This strong focus on IP-led growth driven based on the 3P (Patents, Products and Platforms) strategy is contributing significantly towards thinning the competition for TCS. - Established a centralized IP and Software Product Engineering group that strives to build an IP thinking culture and hence covering the IP related awareness aspects effectively. - Well-defined (software) asset lifecycle governance framework that incorporates policy guidance and risk mitigation guidelines on IP, Legal, software product engineering and business-related risks. - IP Governance program that ensures that there is right access and right use of TCS IP, customer IP, partner IP, and third-party IP in service and partner engagements. - Some of the other key controls include: Employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Digitized system to enable strict controls around movement of people and information across TCS' product teams and customer account teams. - Technology inventions celebrated in TCS by running special programs such as ""Invent and Inspire"" wherein top inventors and their invention stories are recognized for their success and impact on business. # Key Risks # Sustainability Risks # Impact on the Company Growing scientific evidence indicates that extreme weather conditions like intense winter storms (recent event in Texas for example), rainfall, cyclones, droughts, are attributable to climate change. As a result of changing weather and seasonal patterns, there are also increasing cases of seasonal diseases, epidemics and pandemics besides threat to human safety and business disruption. As TCS has operations globally with employees distributed across numerous locations due to remote working, these sustainability related risks, if not managed properly, have the potential to impact delivery operations and safety of TCS stakeholders resulting in business disruption. # Mitigation - An environmentally sustainable approach adopted by creating green policies, processes, frameworks and infrastructure. All TCS Centers globally continue to be certified under the ISO14001:2015 Environment Management Standard. - Designed and planned all delivery centers infrastructure to have minimum impact upon occurrence of any extreme weather events. Business Continuity plans tested periodically to ensure effectiveness in the event of disaster. Mass communication infrastructure to reach targeted set employees used effectively multiple times last year due to pandemic and extreme weather conditions. - Focus on Carbon footprint reduction, through energy efficiency, use of renewable energy, water management through rainwater harvesting, recycling and waste management. - Centralised IoT based Remote Energy Management System across TCS campuses, Roof Top Solar Power Plants in campuses. - Driving supply chain sustainability through responsible sourcing. - Year-round associate engagement on environmental awareness and sensitizing them towards nature and conservation of resources."
+"# Market dimension and opportunity: As TCS' customers respond to climate change actions, the company is seeing a transition in the customer's business models, thus creating new markets and new opportunities, creating new business avenues for TCS to partner with them in their climate change mitigation journey by leveraging its core competencies. - Consumer behaviors are shaping how products and services are delivered and consumed. Low carbon strategies by consumers and hence increasing demand for more sustainable products and services, present an opportunity for the company. - TCS key solution areas revolve around designing sustainability strategy, sustainability innovation, sustainable consumer analytics and sustainable dashboards. Various TCS products and solutions facilitate alignment to the UN Sustainable Development Goals. TCS works closely with its customers in coming up with innovative solutions leveraging AI, ML, NLP, Cloud and DLT to manage the range of risks and opportunities climate change brings along. # Internal Financial Control Systems and their Adequacy TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on the lines of the globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. TCS management has assessed the effectiveness of the Company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 31, 2021. BSR & Co. LLP, the statutory auditors of TCS have audited the financial statements included in this integrated annual report and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143 of Companies Act 2013). Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015), TCS' audit committee has concluded that, as of March 31, 2021, the company's internal financial controls were adequate and operating effectively. TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in the Company's operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including most of the subsidiaries and foreign branches. # Performance Trend - 10 years # Amounts in ` Crore |Ind AS|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014|FY 2013|FY 2012| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Total revenue from operations|164,177|164,177|156,949|146,463|123,104|117,966|108,646|94,648|94,648|81,809|62,989|48,894| |Americas|84,278|84,278|82,000|77,562|66,145|66,091|60,011|51,053|51,053|45,259|35,247|27,570| |Europe|52,346|52,346|48,037|43,456|34,155|30,038|29,092|26,730|26,730|23,433|16,813|12,382| |India|8,449|8,449|8,964|8,393|7,921|7,415|6,729|6,108|6,108|5,488|4,890|4,202| |Others|19,104|19,104|17,948|17,052|14,883|14,422|12,814|10,757|10,757|7,629|6,039|4,740| |Employee cost|91,814|91,814|85,952|78,246|66,396|61,621|55,348|48,296|50,924|40,486|31,922|24,683| |Other operating cost|25,817|27,035|28,888|28,711|24,192|24,034|22,621|19,242|19,242|16,170|13,027|9,776| |Total cost (excluding interest & depreciation)|117,631|118,849|114,840|106,957|90,588|85,655|77,969|67,538|70,166|56,656|44,949|34,459| |EBITDA (before other income)|46,546|45,328|42,109|39,506|32,516|32,311|30,677|27,110|24,482|25,153|18,040|14,435| |Profit before tax|44,978|43,760|42,248|41,563|34,092|34,513|31,840|28,437|25,809|25,402|18,090|13,923| |Profit after tax attributable to shareholders of the Company|33,388|32,430|32,340|31,472|25,826|26,289|24,270|21,912|19,852|19,164|13,917|10,413| |Equity share capital|370|370|375|375|191|197|197|196|196|196|196|196| |Reserves and surplus|87,014|86,063|83,751|89,071|84,937|86,017|70,875|52,499|50,439|48,999|38,350|29,284| |Gross block of property, plant and equipment|28,658|28,658|26,444|24,522|22,720|20,891|19,308|16,624|16,624|13,162|10,996|8,844| |Total investments|29,373|29,373|26,356|29,330|36,008|41,980|22,822|1,662|1,662|3,434|1,897|1,350| |Net current assets|66,076|65,125|63,177|70,047|63,396|65,804|47,644|30,726|28,495|27,227|19,734|12,673| |EPS - as reported|89.27|86.71|86.19|83.05|134.19|133.41|123.18|111.87|101.35|97.67|70.99|53.07| |EPS - adjusted for Bonus Issue|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50|26.54| |Headcount (including subsidiaries) as on March 31st|488,649|488,649|448,464|424,285|394,998|387,223|353,843|319,656|319,656|300,464|276,196|238,583| Note: The company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. # Excluding the impact of one-time employee reward."
+"Integrated Annual Report 2020-21 Management Discussion and Analysis | 141 # Overview of Funds Invested Funds invested exclude earmarked balances with banks and equity shares measured at fair value through other comprehensive income. ( Crore) | |FY 2021|FY 2020|FY 2021|FY 2020|FY 2021|FY 2020| |---|---|---|---|---|---|---| |Investments in mutual funds, Government securities and others|29,160|26,140|175|174|29,335|26,314| |Deposits with banks|3,848|1,210|719|348|4,567|1,558| |Inter-corporate deposits|11,229|8,171|27|27|11,256|8,198| |Cash and bank balances|5,272|8,241|-|-|5,272|8,241| |Total|49,509|43,762|921|549|50,430|44,311| Total invested funds include 1,306 crore and 1,195 crore for FY 2021 and FY 2020, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Integrated Annual Report 2020-21 Management Discussion and Analysis | 142 # Ratio Analysis - 10 years |Ratio Analysis|Ind AS|Units|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014|FY 2013|FY 2012| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance| | | | | | | | | | | | | | | |Employee Cost / Total Revenue|%|55.9|55.9|54.8|53.4|53.9|52.2|50.9|51.0|53.8|49.5|50.7|50.5| | |Other Operating Cost / Total Revenue|%|15.7|16.5|18.4|19.6|19.7|20.4|20.9|20.4|20.3|19.8|20.7|20.0| | |Total Cost / Total Revenue|%|71.6|72.4|73.2|73.0|73.6|72.6|71.8|71.4|74.1|69.3|71.4|70.5| | |EBITDA (Before Other Income) / Total Revenue|%|28.4|27.6|26.8|27.0|26.4|27.4|28.2|28.6|25.9|30.7|28.6|29.5| | |Profit Before Tax / Total Revenue|%|27.4|26.7|26.9|28.4|27.7|29.3|29.3|30.0|27.3|31.1|28.7|28.5| | |Tax / Total Revenue|%|7.0|6.8|6.2|6.8|6.7|6.9|6.9|7.2|6.6|7.4|6.4|7.0| | |Effective Tax Rate - Tax / PBT|%|25.5|25.6|23.2|24.1|24.1|23.6|23.6|23.5|23.7|23.9|22.2|24.4| | |Profit After Tax / Total Revenue|%|20.3|19.8|20.6|21.5|21.0|22.3|22.3|23.2|21.0|23.4|22.1|21.3| | |Ratios - Growth| | | | | | | | | | | | | | | |Total Revenue|%|4.6|4.6|7.2|19.0|4.4|8.6|14.8|15.7|15.7|29.9|28.8|31.0| | |EBITDA (Before Other Income)|%|10.5|7.6|6.6|21.5|0.6|5.3|25.3|7.8|(2.7)|39.4|25.0|29.1| | |Profit After Tax|%|3.2|0.3|2.8|21.9|(1.8)|8.3|22.3|14.3|3.6|37.7|33.6|14.8| | |Ratios - Balance Sheet| | | | | | | | | | | | | | | |Debt-Equity Ratio|Times|-|-|-|-|0.0|0.0|0.0|0.0|0.0|0.0|0.0|0.0| | |Current Ratio|Times|3.0|2.9|3.3|4.2|4.6|5.5|4.1|3.9|2.4|2.7|2.7|2.2| | Note: The company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. # Excluding the impact of one-time employee reward. Integrated Annual Report 2020-21 Management Discussion and Analysis | 143 # Ratio Analysis |Units|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014|FY 2013|FY 2012| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Days Sales Outstanding (DSO) in ` terms|67|67|71|68|74|70|81|79|79|81|82|86| |Days Sales Outstanding (DSO) in $ terms|68|68|67|69|74|73|80|78|78|82|82|81| |Invested Funds / Capital Employed|52.6|53.1|47.7|55.2|55.6|55.8|45.8|42.3|43.9|44.0|37.2|35.6| |Capital Expenditure / Total Revenue|1.9|1.9|2.0|1.5|1.5|1.7|1.8|3.1|3.1|3.8|4.2|4.1| |Operating Cash Flow / Total Revenue|23.6|23.6|20.6|19.5|20.4|21.4|17.6|20.5|20.5|18.0|18.4|14.3| |Free Cash Flow / Operating Cash Flow Ratio|91.9|91.9|90.5|92.5|92.8|92.3|89.7|84.8|84.8|78.9|77.3|71.5| |Depreciation of Property, Plant and Equipment (PPE) / Average Gross Block of PPE|8.7|8.7|8.6|8.5|9.1|9.5|10.0|11.7|11.7|10.6|10.2|10.7| |EPS - adjusted for Bonus|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50|26.54| |Price Earning Ratio, end of year|35.6|36.6|21.2|24.1|21.2|18.2|20.4|22.8|25.1|21.8|22.1|22.0| |Dividend Per Share|38.00|38.00|73.00|30.00|50.00|47.00|43.50|79.00|79.00|32.00|22.00|25.00| |Dividend Per Share - adjusted for Bonus|38.00|38.00|73.00|30.00|25.00|23.50|21.75|39.50|39.50|16.00|11.00|12.50| |Market Capitalisation / Total Revenue|7.2|7.2|4.4|5.1|4.4|4.1|4.6|5.3|5.3|5.1|4.9|4.7| Note: The company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. # Excluding the impact of one-time employee reward. Integrated Annual Report 2020-21 Management Discussion and Analysis | 144 # FY 2021 PERFORMANCE OVERVIEW: # SOCIAL CAPITAL # A Purpose-Driven Approach TCS has continued to empower communities globally through its strategic programs - by prioritizing education, skilling, employment and entrepreneurship with a focus to bridge the opportunity gap. TCS has also invested in basic health and wellness, water sanitation and hygiene, conservation and disaster relief efforts to support the most pressing needs of communities across the globe. TCS' growing, highly skilled and diverse workforce serves as champions to build organic connects with the community while accelerating social impact. This novel approach ensures that the company invests in large-scale yet sustainable initiatives that create generational improvements. TCS' Corporate Social Responsibility (CSR)24 commitment stems from the Company's core values and the Tata Group's ethos of improving the quality of life of local communities, while contributing to economic and social development. TCS' core belief of building greater futures for people and communities through innovation and collective knowledge is based on the values of fairness, equity and respect for human rights and guides how the Company conducts its business, treats its employees and supports local communities25. The company's vision is to empower communities by connecting people to opportunities in the digital economy and its mission is to build inclusive, equitable and sustainable pathways for all - especially youth, women and marginalized communities. In FY 2021, TCS' global community initiatives reached more than 1.8 million beneficiaries. An understanding of access darkness during the pandemic prompted bridgital and other innovative solutions and a recalibration of TCS programmes. The company has leveraged this opportunity to reimagine its programs through a digital-first approach and, in conjunction with its efforts to close the digital gap, to be able to reach people when and where they needed it most. Opportunities for employees to volunteer time include skills-based volunteering, pro bono support to community-based organization and social cause leadership. In FY 2021, more than 69,000 employees volunteered over 787,000 hours to support these initiatives. TCS has leveraged its intellectual, technology expertise, and financial and human capital to create exponential impact across the globe."
+"The company's engagement strategy utilizes its contextual knowledge and the knowledge from a diverse network of experts to develop innovative solutions to unique problems within the community. Its deep understanding of technology and its application helps to create a strong foundation for execution at scale. File: AR_TCS_2020_2021.md 24 103-2, 103-3 25 TCS has been a signatory to the UN Global Compact (UNGC) since 2006 and is aligned with its ten principles. The Company supports the principles contained in the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights. Management Discussion and Analysis | 145 # Community Initiatives # THOUGHT LEADERSHIP, RESEARCH AND INSIGHTS # Pro-Bono Technology Support to Social Organisations # EDUCATION # Digital Empowers # Women's Business # Adult Literacy Collaborative program (ALP) # Ignite My Future in School (IMFIS) # BASIC HEALTH AND WELLNESS # Cancer Institute, Chennai # Medical Center (TMC) # SKILLING # GoIT # EMPLOYMENT # Youth Employment Program # Operation Smile # ENTREPRENEURSHIP # Tata Trusts Migrant Resource Centers # WATER SANITATION AND HYGIENE # Digital Impact # Jal Jeevan Mission India has ~258 million adult illiterates. Despite years of investments, illiteracy continues to persist as a core impediment stopping individuals from becoming productive and responsible members of their communities and contributing to the national economy. Over the last two decades, TCS' Adult Literacy program has not only helped create basic literacy for groups that are otherwise left behind, but has also empowered its female beneficiaries to become income generators and change agents within their own communities. Literacy empowerment has resulted in social and economic inclusion, as well as access to government benefits, insurance schemes, financial stability and, in some cases, financial independence. 26 413-1 Integrated Annual Report 2020-21 Management Discussion and Analysis | 146 # TCS' proprietary Computer Based Functional Literacy (CBFL) solution has never been more important than in today's globally connected, knowledge-based economy. It is increasingly critical for students to master algorithmic thinking, problem-solving, collaboration and creativity, among several other skills that will set them up for success in this new world of work. 20 states and 162 districts in India and in Burkina Faso, Western Africa. This year, TCS invested in efforts to broaden its scope to include financial and digital literacy modules, so that the program is elevated to integrate a path to enhanced livelihoods while creating relevance for its learners in the new digital world. Downstream impact created by the program, till date, includes: - 81% of learners encouraged their own children, especially girls, to go to school. - 75% reported that their self-esteem had increased as a result of being literate. - 67% reported that they were now more participative in family decisions. 8,180 learners gained literacy skills this year. Till date the program has reached learners across. # Asha Devi's Story Like any other piece of drawstring, the measuring tape in Asha Devi's tailoring shop in a nondescript village of central India, hung uselessly for years. Despite her competence with the sewing machine, till the age of 45, Asha could never establish herself as a 'Tailor Master'. She could neither read nor write, and therefore she could not take down measurements to sew. Asha Devi enrolled herself in the Adult Literacy Program (ALP) and over three months, achieved functional literacy. She now understands digits, expertly takes measurements and writes them down. Literacy brought out the natural entrepreneur in her. Asha has now started a tailoring school at her house where she offers a two-month crash course. The school gives her an assured income, in addition to the monthly turnover in her tailoring shop. ""Now I'm not dependent on anyone. At the bank, I can do my own transactions. Earlier, I would have to take my daughter's help to fill out the forms and could only use my thumb print,"" she says. Computational thinking (CT) has emerged as a key skill-set empowering students with the strategies they need to thrive in any job or industry. Ignite My Future in School (IMFIS) has integrated CT skills within classrooms in 350 districts across US and in India, LATAM and UK. Integrated Annual Report 2020-21 Management Discussion and Analysis | 147 While integrating a core yet novel skill set within K-12 students and 20,000 educators in the U.S. classrooms, multi-layer engagement is critical."
+"The program has integrated within its model support to key stakeholders within the learning ecosystem which includes students, parents, teachers and administrators and adopted an inclusive approach within its design so that no student gets left behind. As educators grappled with virtual learning during the pandemic, IMFIS offered year-round support through its Learning Leader Ambassador Program working with 190 educators from schools across North America, UK and LATAM in addition to sharing distance learning activities that teachers of any subject, grade, or student population could immediately put into action. In today's Business 4.0™ world, where digital technologies are rapidly reshaping the ways in which enterprises do business, integrating new skill sets within a student's learning experience can play an extremely important role in democratizing access to opportunities. An integral element of the program is the Ignite Innovation Student Challenge, which encourages students to use computational thinking to create digital solutions that solve problems within their community and improve the world. The program has created innovation champions like Ryan H who was recognized as an ""Orange County Hero"" by the American Red Cross and received a grant from the Office of Naval Research to bring his low-cost wildfire detection idea to life - a much needed solution in a year that has seen multiple fires within the region. In addition, Gitanjali R, winner of the 2019 challenge under the Health Pillar was named Time magazine's first ever 'Kid of the Year'. This has been the unique outcome of goIT, TCS' student focused digital innovation program, which has introduced learners across the globe to STEM, computer science, design thinking and innovation. Students who have experienced goIT are empowered to create technology enabled human-centred solutions to problems within their ecosystems such as Local, an app to provide low-income families with fresh, locally sourced produce or Big Otry Fever, a platform to mitigate online bullying and negative commentary. In FY 2021, IMFIS empowered more than 600,000 students and educators. This year, the program was also launched in India, Wales, Mexico and Canada. The program surpassed its goal to reach 1 million. Diego Vela is a middle school teacher at Colegio Ingles Americano in Monterrey, Mexico. In his STEM lab and computer studies classes, he incorporates Ignite My Future's transdisciplinary lessons to empower his students to solve real world problems. He says, ""The power of computational thinking lies in the fact that once you show students how to apply it to solve problems, they will naturally begin to apply those strategies from that moment forward. They will forever receive the benefits of using computational thinking to find solutions."" Diego is also a Learning Leader Ambassador who has shared his love of computational thinking and IMFIS resources with teachers in his school and at global events. Through the program's global collaboration, he has connected his classes with other students from around the world to work together to solve global problems using computational thinking. ""We all speak one language,"" says Deigo. ""It is the language of education."" Integrated Annual Report 2020-21 Management Discussion and Analysis | 148 # The goIT Monthly goIT helps students think, problem solve and design. - 80% of students showed higher order design thinking skills. - 55% wanted to continue using technology to create solutions for the community. Challenge provides a recurring opportunity for classrooms to directly engage with the UN Sustainable Development Goals (SDGs) and the much-needed virtual engagement for students who are remotely learning. It engages experts from across business and policy to set challenges on issues impacting communities to spur digital innovation, creativity and generation of new ideas. This year, students across North America, UK and Australia worked on novel solutions to address sustainability challenges impacting communities everywhere. It was Jennifer Smith's, EVP and CIO Zions Bancorporation, challenge on reducing inequalities (SDG goal 10) that spurred Nadine and Ivy from Canada to create winning solutions to address gender and ethnic inequalities. Nadine's solution Female Force specifically targets gender inequality by creating a safe space for women to share their experiences and ideate on solutions. Nadine says, ""With Female Force I want to create a supportive virtual village in which women can empower each other."" In FY 2021, the program reached more than 54,000 beneficiaries and expanded to 33 countries. Impact created by the program, till date, includes: - 70% of students showed an increase in empathy."
+"Over the decade to 2030, India will need to create at least 90 million new jobs to absorb the 60 million new workers who will enter the workforce. In a similar vein, Latin America experiences the world's highest skills shortage in the formal economy, with four in ten organizations finding it difficult to get workers with the necessary skills. As a result of the pandemic, digital fluency and a mastery of technology has become the default especially when ensuring access to future opportunities. Despite this, there still exists an acute lack of access to and understanding of digital technologies. Even today, youth from ethnic, socio-economic, and otherwise marginalized communities have limited or no access to develop market relevant skills that can set them up for success. Last year TCS Singapore partnered with the Singaporean government to help graduates upskill and secure jobs during COVID last year, along with its usual hiring. In FY 2021, TCS Singapore announced plans to launch a Digital Acceleration program. Integrated Annual Report 2020-21 Management Discussion and Analysis | 149 # Integrated Annual Report 2020-21 # Management Discussion and Analysis Centre (DAC), supported by the Singapore Economic Development Board (EDB), to support Singapore's businesses in their recovery and future-readiness. As part of this initiative, TCS' will provide up to 100 traineeship opportunities for local polytechnic and university graduates through Workforce Singapore's SGUnited Traineeships Programme. This programme consists of foundational, specialized, and hands-on training courses for intensive skill building through various formats including webinars, assessments, and hackathons. TCS' Youth Employment programs, in India and LATAM, have supported skills development for undergraduate students and have provided a platform for first time employment in the private sector for many. These trainings have not only increased self-esteem, status and confidence but have also led to enhanced mobility, financial independence and generational growth. Overall, engineering students experience business communication, general aptitude and technical skills over 196 hours while non-engineering students train in math, analytics, English and technology over 100 hours. Armed with cross-functional skills, these youth are then connected to employment opportunities across multiple sectors. Over last year, TCS realised that in rural colleges where computer and internet access were limited, it was critical to evolve its program model so that students using smartphones with low bandwidth or even regular phones were able to connect to mentors and coaching sessions. The digital pivot meant mentors and TCS volunteers from every part of the country, even other parts of the world, could join in. The initial challenge of mobility became an opportunity to tap into a larger pool of volunteers, youth and mentors increasing one-on-one engagement and learning effectiveness. # Entrepreneurship In FY 2021, more than 15,000 students were trained in India and LATAM, and more than 800 students gained employment in sectors such as IT, BPS, retail, banking and several others. The impact created by the program, till date, includes: - 1.5x enhancement in income in comparison to male employee in a rural area. - 81% indicated that better jobs led to a change of role as earning member. - 74% indicated an enhancement of status in the family and community. During the last three semesters of his graduate program at the Government Engineering College of Kushalnagar, Rakshith joined the TCS Youth Employment Program for rural undergraduates, which he describes as a remarkable transformational journey. Prior to this experience, his family's sole source of sustenance was their paddy field. After his training, Rakshith was recruited by a leading IT consulting company. Two years into employment, Rakshith has not only supported the needs of his family adequately but added to their savings, enabling them to purchase a coffee estate near their village. At work, Rakshith has devoted himself to ensuring the same opportunities are made available to many others. Today, outside his working hours, he conducts at 10 aptitude sessions in every quarter with at least 40-60 students across 14 colleges attending each session. ""The program inspired me develop skills that helped me become a high skilled professional. It also played a significant role in making me more confident in my communications skills. I believe this program is a necessity for all rural students who are aspiring to achieve their goals with limited available resources."" says Rakshith."
+"# Digital Infrastructure and Rural Entrepreneurship The community in Ekta village of Bharatpur district in the central Indian state of Rajasthan today lauds the grit, toil and determination with which Laxmi steered her family - from economic distress to stability - as she took on the role of an entrepreneur and a digital service provider. Digital infrastructure, knowledge and resources in financial transactions, tele-health and tele-law, as well as access to government schemes like Ayushman Golden Cards and farmer support are, as a result, more easily accessible. BridgeIT, is a youth entrepreneurship program that has played a pivotal role in enhancing access to new opportunities. The program enables economic growth to be more inclusive allowing rural entrepreneurship to become key enablers in overcoming discrimination and raising the standards of living of those in rural areas. Bapi from Odisha started his entrepreneurial journey in August 2020. In less than a year's time, Bapi's monthly income reached ₹130,000. Honappa from Karnataka has experienced a similar trajectory earning ₹146,000 last month after only 11 months of being an entrepreneur. Another critical outcome has been the upward social mobility and respect for these entrepreneurs within their communities. For example, Zohming from Mizoram was elected as the Vice President of his village council after supporting multiple families through his services. At 18, Laxmi joined the BridgeIT program, training to use a computer while enhancing her communication and business skills. In parallel, she made time to complete her graduation. After she acquired digital skills, Laxmi was provided two laptops to start her own business. ""I opened a shop at home offering services like e-Mitra, on-line form filling for issuing fresh ration cards, Aadhar cards, voter ID cards, pension withdrawal and anything else that needed to be enabled digitally,"" recalls Laxmi. As of date, the program has 437 active digital entrepreneurs, providing digital services to an average of 200,000 beneficiaries every quarter. Till date, this robust network of entrepreneurs has supported rural populations across 30 districts and 10 states in India. Impact created by the program, till date, includes: - 2x earnings for men in comparison to others self-employed in rural areas. - ₹4 crore aggregate earnings of entrepreneurs. - 95% indicated increased income and improved standard of living. - 92% women indicated higher self-esteem at home. Laxmi visited each of the 5,000 households in her village to market her services. As the business flourished, her monthly income grew to ₹60,000. Today, Laxmi is a leading supporter at the local self-help group and has supported the community with their online documentation, so that they, in turn, can access the COVID-19 subsidies and relief schemes. # PITCH FOR # A TCS Foundation Initiative, Digital Impact Square Digital Impact Square (DISQ), an open social innovation center, has leveraged digital technologies to become an enabler for growth and transformation. The intervention has addressed challenges in health and hygiene, food security, housing and transportation, water, citizen empowerment and education among several other critical areas. # PURPOSE Digital Empowers The purpose of Digital Empowers is to raise awareness on digital technologies and social issues, explore the art of what's possible, and foster cross sector partnerships. The program has primarily focused on convening four key expert groups from technology, business, non-profit, and public policy - to ideate, collaborate and create solutions for social impact leveraging emerging technologies. Overall, the program has supported 11 solutions in reaching self-sufficiency. Since inception in 2018, Digital Empowers has engaged with more than 2,500 experts from UK, Europe, US and Canada to expand the knowledge base, explore new solutions and collaborate to address the most pressing community issues - all of which have cross sections across the world. # Thought Leadership, Research and Insights In addition to leveraging emerging technologies to transform customers' businesses, TCS is also using them to transform society. TCS leverages its intellectual capital to create innovative solutions to societal challenges and the company does this by applying its contextual knowledge while engaging a high-profile and diverse network of leaders to harness expertise and amplify impact. In collaboration with the World Economic Forum, TCS released Closing the Skills Gap: Key Insights and Success Metrics summarizing a 3-year collaboration that generated business commitments to skill 17.3 million people and includes case studies and lessons learned from 33 companies and 44 programs."
+"# Integrated Annual Report 2020-21 Management Discussion and Analysis | 152 # Basic Health and Wellness TCS has consistently leveraged its technology capabilities to execute large scale community impact programs enabling greater access to high quality healthcare facilities. TCS's Digital Nerve Centre is a unique and innovative care delivery model designed to connect, communicate, coordinate and deliver care by leveraging people, infrastructure and a robust digital platform. The primary healthcare transformations at Kolar has integrated all levels of public health facilities - from Sub centre, Primary Health Centre level to District Hospital level on a single platform to provide the right care through the right healthcare center. To enhance operational efficiency, enhancements were made to the management system supporting laboratory services, billing and finance. All these enhancements ensure that patients not only benefit from modern affordable cancer therapy but also from the cost-effective models of care. TCS also supported Tata Trusts in their interventions for migrant populations in Uttar Pradesh and Karnataka, India through a holistic Beneficiary Management System (BMS) and a grievance management system. A mobile application for field mobilizers helped capture details and create sensitizations about Apna Seva Kendras and government schemes and benefits. For Operation Smile, an organisation that has enabled thousands of safe surgeries for those born with cleft lip and cleft palate, TCS built a comprehensive Patient Management System to streamline a patient's journey. The Tertiary Health Care Transformation at the Tata Medical Center (TMC) in Kolkata provided 100% coverage of patients via virtual engagements, including those that did not show and were not reachable. Patient care services implemented this year improved patient satisfaction and reduced anxiety. Through this year, the program has successfully piloted and demonstrated benefits from 'IoT based smart rural water management' in 7 villages across 4 States. The project has also aided the government and technical taskforces in developing adequate standards, governance frameworks and rollout guidelines. # Pro-Bono Technology Support to Social Organisations TCS' pro-bono technology support interventions continue to help community-based organizations across the globe. In FY 2021, the company supported social organizations like the Women's Business Collaborative focused on leveraging the power of collaboration to accelerate change for gender inclusion and Chief Executives for Corporate Purpose (CECP), a CEO-led coalition to create social impact in North America with services valued over $2 million. # Water Sanitation and Hygiene Jal Jeevan Mission, a project by the ministry of Jal Shakti, Government of India has been supported by the Tata Group with TCS providing key expertise in applying a 'Bridgital model' for monitoring rural water service delivery as well as enhanced stakeholder engagement via digitally enabled workflows. To date, interventions have led to the... Integrated Annual Report 2020-21 Management Discussion and Analysis | 153 # Stakeholder Capitalism and a Purpose Driven Approach Stakeholder capitalism and a purpose driven approach is becoming critical for companies as consumers and the society at large is expecting more from businesses. It is, therefore, important for companies to communicate more long-term, forward-looking information to key stakeholders. TCS' technology enabled solution for Chief Executives for Corporate Purpose (CECP) has digitally enabled long-term planning for more than 250 of its member companies. The solution has supported over 30 CEOs on their journey to refocus investor expectations towards the long term and corporate sustainability. ""Through their pro bono services, TCS gave us, as a non-profit, access to expert developers who helped us design and implement a first-class platform. TCS worked hands-on as an extension of our team and fully embedded themselves in the development process from start to end as true thought partners."" # Community Investments In Australia, TCS provided pro bono technology empowerment to Australia and New Zealand based Meals on Wheels, Royal Hospital for Women, Food Ladder, Charitable Recycling Australia and Biocovid valued at A$1 million so they could continue to support people who depended on their services even during in the pandemic. TCS community investments have been actualized, in a large part, by its large employee base who generously volunteer their time, skills and expertise as last-mile connectors. TCS' Employee Volunteer Program channeled the unique skillset of its employees and their ability to address some of the most pressing issues in countries where they live and work. In FY 2021, more than 69,000 employees volunteered over 787,000 hours to support these initiatives, contributing to Sustainable Development Goals 3, 4, 5, 8, 10, and 13. # Youth Employment Program Through the Youth Employment Program, volunteers in India delivered sessions for youth in Sweden, Germany, US and Australia."
+"Through TCS' collaboration with Katalyst, 33 volunteers mentored 53 girls from marginalized communities in India providing them the exposure to a new set of experiences and perspectives. Integrated Annual Report 2020-21 Management Discussion and Analysis | 154 # A Sakira Banu, IT Analyst Through Lab on Bike, implemented in association with Agastya International Foundation, providing kits for communities affected by typhoon Ulysses and by raising funds. # Empowering Communities to Adapt and be Resilient to COVID19 At the Oragadam Thiruvidanthai village in Tamil Nadu, access to water was a massive issue, with only one borewell for 46 families. The greatest impact was on women and their sanitation and hygiene. Sakira Banu, through her volunteering effort, was instrumental in constructing a motor-based borewell to create access to water for 160 people. Sarika also supported efforts to construct borewells in Sembakkam and Paloor Villages. At the Hanumanthapuram Government School in Tamil Nadu, students had to bring water from their own homes rationing consumption to ensure they had access to clean drinking water through the school day. Leveraging her experience of constructing sustainable borewells, Sakira liaised with the Block Development Officer, obtained the necessary approvals, and the school got a 425 ft borewell and long-term access to water, leading to better sanitation and hygiene for the entire school. Over 2,800 people from rural communities in Karnataka and Puducherry were supported by TCS volunteers. Students were provided access to computer, internet, multimedia learning while employment-related mentorship was provided to the youth. Adults in the villages benefited from the healthcare advice and awareness programs. TCS responded to this global community challenge with great agility, creating essential interventions including those that supported health and well-being, facilitated adaptation of education systems to virtual and remote learning and leveraged a purpose-driven approach to utilizing its technology and human capital to create solutions that address immediate needs of the local communities. The pandemic pushed medical professionals into the front lines of the crisis. As a result, there was an increased need to develop and deliver resources that support physicians, nurses, care team members. TCSers in China helped set up a computer lab to facilitate remote education in a distant school in Gansu province. Employees who, typically, volunteered in person, spent time via video conferencing several times a week to teach students STEM subjects. TCSers in the US and Canada supported military veterans and youth from underserved communities through mock interviews and virtual career coaching, while those in India volunteered time to lead technical trainings through its youth employment programs. File: AR_TCS_2020_2021.md TCS contributed ₹250 crore to the PM Cares Fund to support vulnerable and marginalized populations in India. Employees also supported disaster relief efforts to help those affected by typhoon Rolly and Ulysses by providing resources. and their families. TCS provided more than 100,000 health and well-being as health professional worked around the clock. TCS iON CoronaWarriors, an online learning program, was specifically created for paramedical and professional healthcare workers on the fundamentals of infection prevention and control of COVID-19. This 6-hour course was designed and curated by healthcare experts at TCS and Harvard University to provide essential support during the peak of the pandemic. 2.5 million meals were distributed to 250,000 doctors and medical professionals in partnership with Indian Hotels Company Ltd. This helped ensure support to Cancer Institute, Chennai for at-risk populations such as those with cancer. # TCS' Leaders with Purpose TCS' Leaders with Purpose program provides professional development through hands-on civic leadership training to select champions committed to leveraging their skills to change the world. The 80-member cohort of 2021 is currently undergoing expert mentoring sessions and social projects to build socially conscious leaders within the company's workforce. For many years, Anita served as a CSR Champion, helping organize and promote volunteer opportunities among associates in her account. In 2019, she enrolled for the program, motivated by a desire to help train and inspire the next generation of volunteers to spread the sense of purposefulness across the workforce. Through training in community engagement, Anita gained greater insight into the objectives and opportunities to scale impact through corporate social initiatives. After graduating from the program in the summer of 2020, Anita remains a true social leader and she is now leading a team of TCS associates in a pro bono effort benefitting an international disaster relief agency. She also serves on TCS' inaugural Go Red Advisory Committee to raise funds and awareness in the fight against heart disease, the global #1 cause of death."
+"Ensured the activation of contact-less patient care coordination services for over 21,000 patients. Virtual consultation services implemented at the hospital proved to be immensely beneficial while the integration of a COVID assessment helped with early assessment and the delivery of appropriate care. At Tata Medical Center Kolkata, ClinicographTM services enabled location independent access to review and analyze patient data to provide care during lockdowns. The pandemic had the deepest impact on those who are most vulnerable, including people living in poverty, older people, those with disabilities, youth and minorities. TCS' support in providing food, pantry boxes and healthcare products for vulnerable communities in the U.S., Mexico and Chile ensured access to basic sustenance. At this time, it was also important that verified information is made available for those in rural and disconnected areas. TCS created content in 10 Indian languages focusing on physical and emotional well-being as well as guides to access government relief measures and other entitlements that were crucial to ensuring wellness of 450,000 people in India during the lockdowns. # Lending a Helping Hand TCS family of more than 488,000 global employees shared TCS' commitment to support those that needed it the most - and TCS, in turn, supported Integrated Annual Report 2020-21 Management Discussion and Analysis | 156 All it takes is one person to make a difference. Jigar Chadva, a delivery manager and a community champion, realized that he alone could be the start of a movement that would provide support and relief for so many impacted by the pandemic. He, along with members of his team, took the lead to organize several activities in Bangalore to provide relief to marginalized sections and those below the poverty line, who are most impacted by the lockdown. Understanding the need for swift action, Jigar worked, for over 2 months, to collect and distribute 450 food packets from central government authorized kitchens for people in and around Whitefield area of Bangalore city. Twenty families also received groceries and supplies worth `10,000. Organizations such as Chaitanya Kuteer, SOS Children's village and Vonisha Foundation received a total of 1,000 masks while non-profit Chaitanya Kuteer was also supported with grocery stock of 2 months for the wellbeing of the children who were under its care. For his efforts, Jigar was recognized as a CORONA warrior - a special badge issued by the Government of India for those who had selflessly volunteered time in support of communities and to help others receive immediate relief. ""Thanks to you and your team of warriors for this generous gesture towards community well-being. Since these areas are home to people who earn less than `30 a day, these masks are the much needed and timely protection against any new wave of the pandemic."" - SOS Children's Villages of India, Bangalore Technology and innovation are the core strengths of TCS, and the company leveraged its expertise to overcome the challenges communities were facing during the pandemic. Resilience of social organizations was key if continuity to essential services had to be maintained. TCS delivered enhancements to its Beneficiary Management System (BMS), developed pro-bono for Tata Trust's migrant support interventions. Enhancements included features such as SMS and e-mail configurations key during the pandemic to create large scale connects for a population group that was most impacted by the disconnect. TCS associates volunteered time to create awareness e-communication materials in multiple easily accessible formats and translated these into four languages. As a result, over 18,000 beneficiaries in India had access to WHO guidelines on actions to adopt to ensure their safety during the pandemic. Also, see the story of how TCS developed a standalone system to help the State of Connecticut disburse pandemic unemployment benefits. # Bridging education gaps Unemployment assistance to gig workers and other independent contractors on Page 29 in this Report. While virtual learning facilitated continued support for their educational needs, a 5-day self-paced digital certification program, Career Edge, was also specially designed and offered at no cost to university students and working professionals to enhance their digital skills during lockdowns. Virtual learning became an essential service during the pandemic. Across the globe, there were over a billion students putting their varying degrees of digital skills to the test in an effort to keep themselves safe yet connected. At the same time, access to at-work skills remained a distant possibility for marginalized youth."
+"Acknowledging this critical gap, TCS created support systems for learners of all ages, educators, and parents to make a seamless transition to remote and online learning. A digital pivot for TCS' strategic programs, Ignite My Future in School, goIT, and Youth Employment, ensured that learning continued even if it could not take place in person. TCS Cares and TCS Yoga, designed to engage the company's global workforce, were also integrated into the program design of its employment programs in India to ensure much-needed support to students in managing the negative impacts on their overall well-being during the pandemic. TCS' proprietary iON Digital Glass Room was opened up for any educational institution across the globe to utilize free of cost for the entire academic year. Over 23,000 institutions leveraged the platform to support their educational needs. # Extending TCS' reach One of the biggest challenges that impacted rural India during the pandemic was the lack of connectivity. The digital divide created an unprecedented lack of access to basic services rendering several marginalized groups at risk. Digital entrepreneurs of TCS' flagship BridgeIT program became the ""bridge"" to connect communities to critical services that had all gone virtual. New services within the CSC platform, such as tele-law and tele-health, were delivered via these entrepreneurs. They also provided access to emergency ambulance services and food for those below the poverty line in rural regions and distributed health materials, over 6,000 masks, food, and protective equipment to over 200,000 households. From April to August, the months of highest impact, these services supported more than 157,000 people across India. Rodney Crouse, a middle school teacher in North Carolina and TCS' Ignite My Future in School Learning Leader, realized quickly this year that computational thinking strategies will help his students remain engaged during distance learning. By integrating the simple strategies that he learned from the program, Rodney has found that students who were struggling to stay engaged were now taking an initiative. Today, Rodney collaborates with educators from Mexico, Canada, and the U.S. to help his students solve the global problem of Food Deserts. ""My kids are living in a food desert, so they are learning about where they live and how to solve a problem that affects their community. This project is relevant to all of their lives."" # Awards and Accolades for Social Capital - Awarded the 2020 CSR China Education Award - Named as one of America's Most Community-Minded Information Technology Companies for the fourth consecutive year, and as Technology Sector Leader for the third year, in the Civic 50 by Points of Light, the world's largest organization dedicated to volunteer service. - Awarded by SHRM India for Excellence in Community Impact at the HR Excellence Awards 2020. - Received an APEX award from Global Compact Network Singapore for Sustainable Solutions in recognition of TCS' Care Seniors Program in Singapore. - Recognized among Asia's Best Companies 2020 for Best Environmental Stewardship and Most Committed to Social Causes by FinanceAsia. - Named the 2020 Corporate Citizen of the Year by Economic Times for demonstrating a deep commitment to society. - Recognized for its work with Million Women Mentors at the 17th Annual Innovations in Diversity & Inclusion Awards. - Won the 2020 Stevie Gold Award for Best CSR Strategy in Canada. TCS also leveraged its partner network to provide access to masks, food, and protective equipment to over 180,000 households in Raichur, Karnataka. TCS' Youth Employment Program, additionally, expanded its reach during the pandemic to support training for marginalized populations in states such as Arunachal Pradesh, Himachal Pradesh, Haryana and Ladakh. The company's work with social entrepreneurs who have scaled the solutions incubated by the Digital Impact Square, a TCS Foundation Initiative, served more than 3.8 Million people in India. Solutions like a vehicle e-pass system allowed essential and authorized services to work smoothly during the lockdown and MahaKavach, helped health authorities in tracking quarantined patients in Maharashtra, India in turn supporting the management of the spread of the disease in critical states. # Business Responsibility Report This section is as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 # Section A: General information about the company 1. Corporate Identity Number (CIN) of the Company: L22210MH1995PLC084781 2. Name of the Company: Tata Consultancy Services Limited Registered address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, India 3. Website: www.tcs.com 4. E-mail id: corporate.sustainability@tcs.com 5. Financial Year reported: April 1, 2020 to March 31, 2021 6."
+"Sector(s) that the Company is engaged in (industrial activity code-wise): ITC CODE: 85249009 Product Description: Computer Software 7. Total number of locations where business activity is undertaken by the Company: 1. Number of International Locations (Provide details of major 5): |Region|# of Delivery Centers| |---|---| |UK and Ireland|20| |North America|19| |Latin America|19| |Asia Pacific|10| |Europe|7| |MEA|1| 2. Number of National Locations: 107 8. Markets served by the Company - Local/State/National/International: North America, Latin America, United Kingdom and Ireland, Continental Europe, Asia Pacific, Middle East and Africa, and India. 9. List three key products/services that the Company manufactures/provides (as in balance sheet): Consulting and Service Integration, Digital Transformation Services and Cognitive Business Operations. Integrated Annual Report 2020-21 Management Discussion and Analysis | 160 # Section B: Financial details of the company 1. Paid up Capital (INR): 370 crores 2. Total Turnover (INR): 164,177 crores 3. Total profit after taxes (INR): 32,430 crores 4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): 2.03% of average net profit for previous three years in respect of standalone TCS (India Initiatives only) 5. List of activities in which expenditure in 4 above has been incurred: |Category (CSR in India only)|₹ crore| |---|---| |Disaster Relief - COVID 19|273| |Education, Skilling, Employment, Entrepreneurship|28| |Health, Wellness and Water, Sanitation and Hygiene (WASH)|22| |Heritage|1| |Contribution to Foundations/Trusts|350| |Total|674| Including overseas spend, the Company's total spending on Corporate Social Responsibility is ₹ 737 crore # Section C: Other details 1. Does the Company have any Subsidiary Company/ Companies? Yes 2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Yes, 49 subsidiaries participated 3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] No. # Section D: BR information 1. Details of Director/Directors responsible for BR Management Discussion and Analysis | 161 # 2. Principle wise (as per NVGs) BR Policy/policies The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows: - P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner |S. N.|Questions| |---|---| |1|Do you have a policy / policies for....| |2|Has the policy being formulated in consultation with the relevant stakeholders?| |3|Does the policy conform to any national / international standards?| |4|Has the policy been approved by the Board? If yes, has it been signed by MD/owner/ CEO/appropriate Board Director?| |5|Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy? Indicate the link for the policy to be viewed online?| |6|Has the policy been formally communicated to all relevant internal and external stakeholders?| |7|Does the company have in-house structure to implement the policy/ policies?| |P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y*|Y*|Y*|Y**|Y*|Y***|Y*|Y*|Y*| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| Integrated Annual Report 2020-21 Management Discussion and Analysis | 162 |S. N.|Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---|---|---| |8|Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders' grievances related to the policy/ policies?|Y|Y|Y|Y|Y|Y|Y|Y|Y| |9|Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?|Y|N|Y|N|N|Y|N|N|Y| * TATA Code of Conduct (https://on.tcs.com/Tata-Code-Of-Conduct) ** CSR Policy (https://on.tcs.com/Global-CSR-Policy) *** Environment Policy (https://on.tcs.com/Environmental-Policy) # 3. Governance related to BR (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year: 7 Board Meetings were held during the year."
+"(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Yes, the Company publishes a Sustainability Report every year as part of the Integrated Annual Report. The hyperlink is: https://on.tcs.com/Annual-Report-2021 # Section E: Principle wise performance # Principle 1 1. Does the policy relating to ethics, bribery and corruption cover only the company? No. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/ NGOs/ Others? Yes. 2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so: In FY 2021, 184 concerns from various stakeholders were received via various channels. Of these, 167 (91%) were satisfactorily resolved as on March 31, 2021, and the remaining concerns are a work in progress to be resolved following due processes. Integrated Annual Report 2020-21 Management Discussion and Analysis | 163 # Principle 2 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities: 1. TCS Evirozone™ is a suite of products designed with environmental sustainability as a central focus for the Consumer and Packaged Goods industry. This includes: - TCS EnvirozoneTM O-Zone for Responsible Sourcing. O-Zone brings a holistic view to manage supply chain sustainability risks by tracking and mitigating water stress, food toxicity, climate and social risks from a complex network of suppliers upstream. - TCS EnvirozoneTM iCloseLoop - This is a Recycling Marketplace that helps in achieving a unified view of the journey towards sustainable packaging and a circular economy. It serves as an input to strategic decisions on product packaging and extended producer responsibility. - TCS EnvirozoneTM Net-Zero - Net-Zero is a Carbon Management Solution that enables accounting and management of value chain emissions for better visibility on climate risk. It also enables stakeholders' engagement for shared ownership of carbon mitigation programs. 2. Digital Farming Initiative (DFI): TCS' Digital Farming Initiative is a platform that personalizes data support to the level of each farmer and field. It hopes to transform the complete supply chain of the agri eco-system through the application of innovative protocol-centric, data-driven, ""Sky-Earth"" convergence technologies, thereby improve farmer livelihoods. It also works through creation of rural nuclei of growth called PRIDEs (Progressive Rural Integrated Digital Enterprises). 3. Virtual HABilitation (VHAB) - TCS' VHAB aims at providing a full-fledged application platform for children having difficulties in limb, muscular movements and general behavioral traits. A cost efficient solution built on gesture reality, leap motion and virtual reality platforms that builds a personalized suite of exercises for various kinds of movements for hands, legs and palms, that are fun, interactive and ensure development. 2. For each such product, provide the following details in respect of resource used (Energy, Water, Raw material etc.) per unit of product (optional) 1. Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain? - EnvirozoneTM : This is a digital product, therefore not applicable. - Digital Farming Initiative: Not Applicable - Virtual HABilitation (VHAB) - Not Applicable 2. Reduction during usage by consumers (energy, water) has been achieved since the previous year: - EnvirozoneTM : The products listed above are TCS' new digital offerings that enable better environmental, social and governance (ESG) performance for the Company's customers. These solutions have proven ability to better manage ESG risk and accelerate its customers' sustainability journeys towards responsible sourcing, net-zero carbon, circular economy, and brand neutrality. Each customer's journey has been different; but ESG performance has improved in each case. - Digital Farming Initiative The following improvements have been achieved with respect to environmental impact: - Reduction in chemicals usage (20 kgs/hectare): 50,400 tons Integrated Annual Report 2020-21 Management Discussion and Analysis | 164 # Reduction methane and CO2 emissions: 7,500 tons/year # Reduction in water usage: 2.4 million litres/season # Reduction in electricity usage: 1 million units/year # Virtual HABilitation (VHAB) - Not Applicable # 3. Does the company have procedures in place for sustainable sourcing (including transportation)? (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. TCS' suppliers sign the Supplier Code of Conduct and the Tata Code of Conduct. The Company's policy on supply chain sustainability can be found here: Sustainable Supply Chain Policy # 4."
+"Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? Yes (a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? While the criteria for selection of goods and services is quality, reliability and price, TCS gives preference to small organisations, particularly promoted by entrepreneurs from socially backward communities. TCS has conducted a value stream mapping of their manufacturing lines, identified opportunities for process and productivity improvements and facilitated capacity planning. TCS has also supported suppliers to meet their raw material / hardware purchasing needs from Tier II suppliers. This has helped the suppliers to improve their own capacity. TCS has played a key role in enhancing Small and Medium Enterprises' manufacturing capability by identifying gaps in the process as compared to customer processes and supporting the SME by training and handholding to overcome those gaps. One example of supporting these key activities is by helping the supplier create a specific FAI (First Article Inspection) process so that components can be developed and inspected in record time and shipped to customer. Beyond the company's own procurement system, TCS is increasing the capacity of Self Help Groups and entrepreneurs through its BridgeIT and Adult Literacy programs and community investments. # 5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so: Yes. For more details please refer to FY 2021 Performance Overview: Natural Capital which forms part of this Integrated Annual Report # Principle 3 # 1. Please indicate the Total number of employees: 488,649 as on March 31, 2021 # 2. Please indicate the Total number of employees hired on temporary/ contractual/ casual basis: 18,259 as on March 31, 2021 # 3. Please indicate the Number of permanent women employees: 178,357 as on March 31, 2021 # 4. Please indicate the Number of permanent employees with disabilities: 825 as on March 31, 2021 Management Discussion and Analysis | 165 # 5. Do you have an employee association that is recognized by management? Yes # 6. What percentage of your permanent employees are members of this recognized employee association? 0.03% (For India) # 7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year: The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder. During FY 2021, the Company has received 27 complaints of sexual harassment, out of which 19 complaints have been resolved with appropriate action taken and 8 complaints remain pending as on March 31, 2021. Internal review is under progress for the pending complaints, following due process. There have been no complaints in other areas. # 8. What percentage of your under mentioned employees were given safety & skill upgradation training in the last year? |(a) Permanent Employees|99.7%| |---|---| |(b) Permanent Women Employees|99.7%| |(c) Casual/Temporary/Contractual Employees|78.3%| |(d) Employees with Disabilities|99.4%| # Principle 4 # 1. Has the company mapped its internal and external stakeholders? Yes # 2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders? Yes # 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so: Yes. Please refer to the section on FY 2021 Performance Overview: Social Capital in this Integrated Annual Report for details on the Company's Adult Literacy Program, Bridge IT, Youth Employment programs among others. # Principle 5 # 1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/Others? The principles stated in the Company's code and policies which include respect for human rights and dignity of all stakeholders, extend to the group, joint ventures, suppliers and all those who work with TCS. File: AR_TCS_2020_2021.md # 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? No material concern related to violation of fundamental human rights of individuals was received during the financial year."
+"Integrated Annual Report 2020-21 Management Discussion and Analysis | 166 # Principle 6 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others. The policy is applicable to TCS, its subsidiaries and vendors. 2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc: Yes. Please refer to the section on FY 2021 Performance Overview: Natural Capital in this Integrated Annual Report and https://www.tcs.com/sustainability-strategy. TCS' Environmental Policy is available on https://on.tcs.com/Environmental-Policy. 3. Does the company identify and assess potential environmental risks? Yes. 4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not Applicable. 5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. Yes. Please refer to the section on FY 2021 Performance Overview: Natural Capital in this Integrated Annual Report. 6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes. 7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. None. # Principle 7 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: Yes. National Association of Software and Services Companies (NASSCOM), Confederation of Indian Industries (CII), Federation of India Chambers of Commerce and Industry (FICCI), US India Business Council (USIBC), US Chamber of Commerce and Confederation of British Industry (CBI). 2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/ No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others): Yes. TCS participated in consultations on governance and administration, sustainable business principles, inclusive development policies (with a focus on skill building and literacy), economic reforms and tax and other legislations. TCS uses the Tata Code of Conduct as a guide for its actions in influencing public and regulatory policy. # Principle 8 1. Does the company have specified programmes/initiatives/ projects in pursuit of the policy related to Principle 8? If yes details thereof? Yes. Please refer to the preceding section on FY 2021 Performance Overview: Social Capital in this Integrated Annual Report. 2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization? TCS uses all of these modes. Integrated Annual Report 2020-21 Management Discussion and Analysis | 167 # 3. Have you done any impact assessment of your initiative? TCS has been conducting internal impact assessments to monitor and evaluate its strategic CSR programs. The Company takes cognizance of sub-rule (3) of rule 8 of the Companies CSR Policy Rules 2014 and has initiated steps to conduct impact assessment of CSR projects through an independent agency. There are no projects undertaken or completed after 22nd January 2021, for which the impact assessment report is applicable in FY 2021. # 4. What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken? ₹737 crore, including overseas spend. For more details, please refer to Annexure II of Directors' Report in this Integrated Annual Report. # 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so. Yes. The CSR initiatives of the Company are executed by a skilled team who ensure impact-focused implementation, monitoring, and reporting. Successful adoption of programs is evidenced by the following impact achieved, till date, in its strategic programs: - 23,800 rural youth employed through Youth Employment Program # Principle 9 # 1. What percentage of customer complaints/consumer cases are pending as on the end of financial year. 5.8% complaints are pending resolution as on March 31, 2021. # 2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks (additional information): Not Applicable # 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anticompetitive behaviour during the last five years and pending as on end of financial year?"
+"If so, provide details thereof, in about 50 words or so: No # 4. Did your company carry out any consumer survey/ consumer satisfaction trends? Yes - 325,000 villagers supported with digital services by 466 BridgeIT entrepreneurs - 1.07 million individuals, including over 70,000 prison inmates, made literate through the Adult Literacy Program Please refer to the section on FY 2021 Performance Overview: Social Capital in this Integrated Annual Report for further details. Integrated Annual Report 2020-21 Management Discussion and Analysis | 168 # FY 2021 PERFORMANCE OVERVIEW # NATURAL CAPITAL TCS' approach to sustainable growth is built on the belief that it can strengthen its business while also valuing the environment and its ecosystem. TCS is in a unique position to combine its heritage of purpose along with digital leadership and innovation to drive its own journey to more sustainable outcomes, as well as partner with customers, civil society and governments to lead and shape solutions towards the achievement of the UN Sustainable Development Goals. The Company has set a new carbon reduction target. It commits to reduce absolute Scope 1 + Scope 2 greenhouse gas emissions by 70% by 2025 over a 2016 base year. It aspires to achieve net-zero emissions by 2030. Key strategies include energy efficiency across operations, expanded use of renewable energy sources, working with supply chain partners to reduce value chain emissions and optimizing business air travel and employee commutes. TCS' leadership commitment builds on the significant progress it has already made in reducing its environmental footprint. It is driven by the belief that business success and sustainability-driven decisions are one and the same thing for a future-fit business, and banks on the passion of its employees, shareholders, suppliers, and customers to support its progress on this journey. # Key Areas of Focus - Accelerating TCS' journey towards net zero: Having achieved the previous target of halving the specific carbon footprint by 202027 (versus baseline year FY 2008) ahead of schedule, through digital technology was launched at TCS' first Sustainathon in Singapore in 2020. The challenge focused on solutions for food waste management which amplified the critical role that sustainability and success of the UN SDGs play in the creation of a better future. - Partnering with customers for more sustainable outcomes: Beyond its own footprint, TCS is actively engaged with customers and partners to help shape and deliver their journey to more sustainable and future-fit businesses. It sees greater potential in enabling efficiencies and climate action through its digital solutions for customers, higher than what it can accomplish within its own organizational boundaries. TCS offers digital solutions that use cutting edge technologies for intelligent energy management that reduces energy consumption, evaluation of portfolio climate risks for decision making, GreenIT, logistics route optimization, scope 1, 2 & 3 carbon emission foot printing and enabling blockchain-based Renewable Energy Certificate marketplaces. In addition, it plans to partner with customers strategically to deliver carbon neutral operations together. - Influencing and enabling future generations: TCS is one of the largest creators of skilled jobs globally. It encourages students to build the skills and confidence to pursue STEM education and careers and become tomorrow's technology and business leaders. It is committed to imparting digital skills and capabilities to at least 5 million youths by 2025. Another initiative to inspire and empower young minds to solve real-world environmental problems. 27 In the past years, TCS has successfully reduced its specific energy consumption in kWh/FTE by over 60% in FY 2020 over the baseline year FY 2008, and brought down its specific carbon footprint from Scope 1 and Scope 2 from 3 tCO2/FTE in FY 2008 to 1.15 tCO2e/FTE in FY 2020, a reduction of 61.6%. Integrated Annual Report 2020-21 Management Discussion and Analysis | 169 # Empowering employees to lead the change: TCS is certified under the ISO 14001:2015 Environmental Management System (EMS) standard, across 120 locations globally. The management system has integrated environmental (including climate change) risks and opportunities with TCS' business strategy. The company measures, manages and reports on energy, carbon, water and waste - the most material environmental aspects of its operations. Low quantities of food waste were generated as canteens and food services were operating at a bare minimum. Air travel and employee commutes were extremely limited and hence the carbon footprint associated with them also reduced significantly. # Managing the Carbon Footprint TCS has embraced the precautionary principle and recognized carbon footprint mitigation and energy optimization as a high priority area."
+"With an operational footprint that consists largely of campuses of office blocks for the delivery organization, and sales offices, direct emissions from operations - also referred to as Scope 1 emissions - are a very small part of the company's carbon footprint, amounting to just 8% of the overall carbon footprint. The rest is made up of indirect emissions, referred to as Scope 2 emissions, associated with purchased electricity. # Impact of SWBS™ The company's environmental footprint was significantly reduced in FY 2021 due to the large-scale switch to remote working, enabled by the Secure Borderless Workspaces operating model. With over 96% of employees working from home throughout the year, resource consumption, emissions and wastes were significantly lower across all the parameters. However, despite the low occupancy rates of 3-4%, utilities across facilities had to be run at base load to ensure the overall health of the facility and systems. Due to the pandemic, all energy utilities had to be operated at base load for cooling and lighting systems, data centers and server rooms, to optimize the energy use. The absolute energy consumption is down by 46.6% YoY and absolute carbon footprint reduced to the tune of 40% to 50% despite the low physical occupancy. # Key Focus Areas - Energy management: Energy efficiency through green infrastructure and operational efficiency - Carbon footprint reduction: Maximizing energy efficiency and use of renewable energy - Water management: Efficient use, recycling and rainwater harvesting - Waste management: Reduction, Reuse and Recycling 28 103-2, 103-3 29 102-11; Earliest reference on Page 5, TCS Corporate Sustainability Report 2006-07 30 302-1, In FY 2021, TCS consumed 292 GWh of electricity of which 15.6% was from renewable sources, ~1% from onsite utilities and the remaining was purchased electricity. Total direct energy used was 0.04 Million GJ and total direct plus indirect energy used was 1.04 million GJ. The total electricity consumed, as well as direct energy usage, has gone down, due to lockdowns. # Integrated Annual Report 2020-21 # Management Discussion and Analysis (Scope 1 + Scope 2) is down by 48.8% YoY. TCS' more rooftop solar, taking the total on-site rooftop solar capacity across its campuses to 8.1 MWp. The estimated specific greenhouse gas emission (Scope 1 + Scope 2) was 0.54 tCO2e/ FTE/Annum in the current reporting year, a reduction of 53% Y-O-Y. The specific carbon footprint data is presented for the sake of continuity and is not comparable with the prior years. # The Path to Energy Efficiency This increased the solar electricity generation capacity to 11 million units within campuses. The total renewable energy quantum including on-site rooftop and third-party power purchase agreements is about 45.5 million units in FY 2021, which is about 15.6% of the total energy mix. On-site rooftop solar contributed about 2.5% of the total electricity mix. In FY 2021, solar photo voltaic cells technology was upgraded from polycrystalline solar panels to monocrystalline PERC technology panels. This helped to improve the project capacity and power generation by 13% and 17% respectively in the same given rooftop space. An elevated solar installation was successfully piloted around the lake area at Synergy park campus in Hyderabad to utilize the cooling effect of water on solar panels. The Remote Energy Management System has helped reduce the specific energy consumption year on year. This reduction has been despite the growth in employees, commissioning of new facilities and ramping up within existing facilities. Over 60% of the total office space currently occupied by TCS in India is designed as per the Leadership in Energy and Environmental Design (LEED) green building standards. In FY 2021, the company added additional green buildings to the company's real estate portfolio, installing rooftop solar power plants across campuses, optimizing IT system power usage, and upgrading legacy equipment with state-of-the-art technology. As the established standard operating procedures were recalibrated on the basis of the base load for cooling and lighting systems, data centers and server rooms, to optimize energy use; the investments made in the IoT based energy management platform and the energy operations command center paid good dividends. The cognitive AI / ML based algorithms came into play and were able to quickly define a 'new normal' consumption profile based on the significantly reduced activities. Data center power management initiatives helped achieve the target power utilization efficiency (PUE) of 1.65 at 21 Data Centers and reduce weighted average PUE of 23 Data Centers to 1.66 this year from 2.54 in 2014."
+"An additional 44 Data centers were also taken up and the weighted average PUE of all DCs reduced to 1.77 this year from 2.4 in 2017. The energy analysts at the command center were able to get insights on possible areas of additional optimization during the COVID-19 period. # Footnotes 31 Scope 1 emissions have been calculated using the emissions factors published by the GHG (greenhouse) Protocol All Sector Tools version released in 2017. For Scope 2 emissions - that is, purchased electricity-related carbon emissions - for India, the source is the emissions factor in the CO2 Baseline Database for the Indian Power Sector, User Guide, Version 15.0, Dec 2019, published by the Central Electricity Authority of India. For Scope 2 emissions of locations other than India, IEA emission factors 2020 have been used. 32 305-1, 210,278 tCO2e in FY 2021 vs 410,971 tCO2e in FY 2020 33 Based on actual carbon footprint and notional headcount associated with each center, assuming FTE growth in line with overall net headcount addition. 34 103-2, 103-3 # Cooling and Lighting Cooling and lighting were aligned, in a continuous manner, to the reduced operations demand. Base load requirements (UPS, cooling, etc) were analysed in the context of the new normal and optimized through initiatives such as consolidation of hub rooms, consolidation of workspaces within many of the operational facilities, and consolidation of facilities. Once the optimizations were achieved, the consumption at the appropriate levels of granularity were continuously monitored through automated alerts, to ensure that any consumption leakages were immediately identified and addressed. The company has saved ~0.4 million units of electricity through UPS and server rooms consolidation. # Water Conservation TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for 50% higher water efficiency, 100% treatment and recycling of sewage, and rainwater harvesting. Employee engagement also plays a big role in the company's water sustainability strategy. In FY 2021, TCS consumed 1.4 million kL of fresh water. Out of this, 73% was from municipal sources, 13% from third party suppliers, 8% from groundwater and 6% from rainwater harvested at the campuses. Absolute water consumption was 63.9% lower in FY 2021 as compared to FY 2020. The focus had been on restricting the use of water for maintenance and upkeep of the offices. On-campus sewage treatment plants were run at below capacity to ensure the sewage is treated and recycled. Total treated sewage recycled as a percentage of the total sewage generated was ~54% in FY 2021. # Value Chain Emissions All other indirect emissions are accounted by TCS as Scope 3 emissions. These are also known as value chain emissions because they are caused by sources not owned or controlled by TCS but are relevant to its operations and in its value chain. The company estimates that value chain emissions amounted to 234,615 tCO2e, which is 0.50 tCO2e per FTE in FY 2021, by applying an expansive boundary and using standard Scope 3 emission factors. # Other Emissions Emissions of Ozone-depleting substances primarily occur during operation and maintenance of air conditioning systems in the form of system losses or fugitive emissions. TCS is committed to using zero-ODP refrigerants in its operations. New facilities have HVAC systems based on zero-ODP refrigerants as well as a low Global Warming Potential (GWP). All ODP refrigerant gases will be phased out and replaced with zero-ODP refrigerants, in line with country-specific timelines agreed to as per the Montreal Protocol and local regulations. # ISO 50001:2018 Energy Management System Certification audits were successfully extended at four campuses in India in FY 2021, taking the total count of certified locations to five. Synergy Park - Hyderabad, TCS Center - Kochi, Garima Park - Ahmedabad and Siruseri - Chennai have been recommended for new certification and Sahayadri Park - Pune has been recommended for continuation of certification. # Impact of Reduced Operations Low occupancy in offices and significantly reduced business travel and employee commuting has resulted in a reduction in the Scope 3 emissions. The largest contributors in earlier reporting years, amounting to ~60%, were business travel intrinsic to the consultancy business model, and daily workplace commutes of employees. Both these categories saw a reduction of more than 95% in FY 2021. # Footnotes 35 103-2, 103-3 36 303-3 37 306-1 The company continues to pursue groundwater treatment of food waste. The aim is to divert all garden waste to composting to generate organic manure."
+"Elimination of single-use plastics across campuses and recycling of all recyclable plastic wastes remain as focus areas. TCS continues to support initiatives on surface water body rejuvenation at Siruseri in Chennai, Kasalganga in Solapur and Malguzari ponds in Vidarbha. Biodegradable waste is treated onsite for biogas recovery or manure generation through bio-digesters or composting. All TCS campuses, owned offices and leased offices that have the required space have been provided with on-site food waste management facilities. In FY 2021, due to low quantities of waste generated, the waste management systems could not be operated optimally as they are designed for higher capacity. Small organic waste handling units were piloted for use across leased locations which are space constrained. Over 162 tons of compost were generated in FY 2021, reducing the need for chemical fertilizers and the resultant soil and groundwater pollution. # Waste Reduction and Reuse As an IT services and consulting organization, TCS' facilities mostly generate electronic, electrical, and municipal solid waste. Potentially hazardous and regulated wastes such as lead-acid batteries and waste lube oil are generated in relatively smaller proportions. The waste generation across all waste categories reduced due to the limited operations in FY 2021. TCS is committed to sustain the best practices that have already been institutionalized like segregation of all recyclable wastes, 100% compliance to management practices for regulated wastes like hazardous and e-waste and 100% recycling on printer and toner cartridges, paper and packaging wastes. TCS aspires to improve the waste management practices and achieve 100% onsite. # Employee Engagement TCS observed the Tata Sustainability Month in June'20, featuring a fully digital campaign on the theme 'Time for Nature' consisting of multiple online contests, live sessions, webinars with eminent speakers on topics related to conservation and environment, and multiple blogs on TCS internal social media platform to sensitize associates and share knowledge on the topic. Over 9,000 employees participated in this campaign. The year-round calendar for engaging with employees to create environmental awareness included themes aligned with the World Bio-diversity Day, World Environment Week, World Ozone Day, Green Consumer Day, World Wildlife Week, Pollution Control Day, Energy Conservation Day, World Water Day and the Earth Hour campaign. The company's purpose-driven worldview inspires many employees to undertake volunteering in their local communities around environmental themes. This year, associates innovated and engaged in activities in their homes and neighborhood to keep up the spirit of care for environment. Employees grew plants and trees in and around their homes with their families. Some took up urban farming assisted by a phygital workshop on 'how to grow your own food'. Green consumerism through a stronger focus on 'buy local' saw traction among associates. # Independent Auditors' Report To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") and its subsidiaries (Holding Company and its subsidiaries together referred to as ""the Group""), which comprise the consolidated balance sheet as at 31 March 2021, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ""the consolidated financial statements""). # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India, and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on consolidated financial statements. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period."
+"These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ('the Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2021, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended. Integrated Annual Report 2020-21 Consolidated Financial Statements | 174 # Description of Key Audit Matters # Key audit matters # Revenue recognition- Fixed price contracts The Group inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Group's estimate of contract costs (Refer Note 5(a) and Note 12 to the consolidated financial statements). We identified revenue recognition of fixed price contracts as a Key Audit Matter since - - there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems; File: AR_TCS_2020_2021.md - application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates mainly in identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; # How our audit addressed the key audit matter Our audit procedures included the following: - Obtained an understanding of the systems, processes and controls implemented by the Group for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances. - Including involvement of our Information technology ('IT') specialists, as required: - - Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised; - Tested the IT controls over appropriateness of cost and revenue reports generated by the system; - Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/changes to costs incurred; - Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects. On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard - Integrated Annual Report 2020-21 Consolidated Financial Statements | 175 # Key audit matters # Evaluation of key tax matters The Group operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing and indirect tax matters. These involve significant judgment by the Group to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the consolidated financial statements. Refer Note 5(e) and Note 20 to the consolidated financial statements. # How our audit addressed the key audit matter Our audit procedures included the following: - Understood, assessed and tested the design, implementation and operating effectiveness of key controls over taxes; - Obtained an understanding of key tax matters; - The audit team, along with our internal tax experts - - read and analysed select key correspondences, external legal opinions/consultations obtained by the Group for key tax matters; - evaluated and challenged key assumptions made by the Group in estimating the current and deferred tax balances; - assessed and challenged the Group's estimate of the possible outcome of the disputed cases by considering legal precedence and other judicial rulings; - assessed and tested the presentation and disclosures relating to taxes in the consolidated financial statements. The Group has ongoing legal proceedings with Epic Systems Corporation (referred to as Epic), for alleged unauthorised access to and download of Epic's confidential information and use thereof in the development of the Company's product MedMantra. The Company in the current year has recorded a provision of `1,218 crore (US $165 million) towards this legal claim in its 'Consolidated Statement of Profit and Loss'."
+"This has been presented as an ""exceptional item"" in the Consolidated Statement of Profit and Loss. Due to the complexity involved in this litigation, the Group applied judgement in measuring and recognizing provision towards the legal claim. This process involved an evaluation based on judicial precedents and views shared by the lawyers (external and internal) of the Group and detailed deliberations with the Group's senior management. Accordingly, it has been considered as a key audit matter. # Assessment of provision towards legal claim Refer to Note 5(f) to the consolidated financial statements - ""Use of estimates and judgements - Provisions and contingent liabilities"" and Note 20 to the consolidated financial statements - ""Commitments and contingencies"". # How our audit addressed the key audit matter Our audit procedures included the following: - obtained management assessment on the litigation along with the communications made to the Board of Directors and regulators; # Other Information The Holding Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual Report, but does not include the financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. # Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements The Holding Company's management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective management and Board of Directors of the entities included in the Group are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective management and Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the entities included in the Group are responsible for overseeing the financial reporting process of each entity. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances."
+"Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on the internal financial controls with reference to the consolidated financial statements and the operating effectiveness of such controls based on our audit. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors of the Holding Company. - Conclude on the appropriateness of management's and Board of Director's of the Holding Company use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. - Obtain sufficient appropriate audit evidence regarding the financial information of such entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of the entities included in the consolidated financial statements. We remain solely responsible for our audit opinion. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other. matters that may reasonably be thought to bear on b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements A. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2021 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiaries which are incorporated in India, as on 31 March 2021, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act. # B."
+"With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2021 on the consolidated financial position of the Group. Refer Note 20 to the consolidated financial statements. ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2021. Integrated Annual Report 2020-21 Consolidated Financial Statements | 179 # iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India during the year ended 31 March 2021. # iv. The disclosures in the consolidated financial statements regarding holdings as well as dealing in specified banks notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2021. With respect to the matter to be included in the Auditors' report under Section 197(16) of the Act: The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Holding Company and its subsidiaries which are incorporated in India to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiaries which are incorporated in India, is not in excess of the limit laid down. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Bengaluru Membership No: 060154 12 April 2021 UDIN: 21060154AAAAAV1547 # Integrated Annual Report 2020-21 Consolidated Financial Statements | 180 # Annexure A to the Independent Auditors' Report on the consolidated financial statements of Tata Consultancy Services Limited for the year ended 31 March 2021 # Audi tor's Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements were established and maintained and if such controls operated effectively in all material respects. # Management's Responsibility for Internal Financial Controls The respective company's management and the Board of Directors are responsible for establishing and maintaining internal financial controls with reference to consolidated financial statements based on the criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as ""the Act""). # Opinion In conjunction with our audit of the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") as of and for the year ended 31 March 2021, we have audited the internal financial controls with reference to the consolidated financial statements of the Holding Company and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary companies, as of that date. In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements. Integrated Annual Report 2020-21 Consolidated Financial Statements | 181 The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error."
+"We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements. # Meaning of Internal Financial Controls with reference to Consolidated Financial Statements A company's internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements. # Inherent Limitations of Internal Financial Controls with reference to Consolidated Financial Statements Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Bengaluru Membership No: 060154 12 April 2021 UDIN: 21060154AAAAAV1547 # Consolidated Balance Sheet |Note|As at March 31, 2021|As at March 31, 2020| |---|---|---| |ASSETS|ASSETS|ASSETS| |Non-current assets|Non-current assets|Non-current assets| |Property, plant and equipment|11,110|10,941| |Capital work-in-progress|926|906| |Right-of-use assets|7,633|7,994| |Goodwill|1,798|1,710| |Other intangible assets|480|283| |Financial assets|Financial assets|Financial assets| |Investments|213|216| |Trade receivables|55|74| |Unbilled receivables|273|324| |Loans|29|29| |Other financial assets|1,573|1,184| |Income tax assets (net)|1,845|2,462| |Deferred tax assets (net)|3,931|2,828| |Other assets|1,613|1,711| |Total non-current assets|31,479|30,662| |Current assets|Current assets|Current assets| |Inventories|8|5| |Investments|29,160|26,140| |Trade receivables|30,079|30,532| |Unbilled receivables|6,583|5,732| |Cash and cash equivalents|6,858|8,646| |Other balances with banks|2,471|1,020| |Loans|11,472|8,475| |Other financial assets|1,394|1,473| |Other assets|11,236|8,206| |Total current assets|99,280|90,237| |TOTAL ASSETS|TOTAL ASSETS|TOTAL ASSETS| |1,30,759|1,30,759|1,20,899| |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| |Equity|Equity|Equity| |Share capital|370|375| |Other equity|86,063|83,751| |Equity attributable to shareholders of the Company|86,433|84,126| |Non-controlling interests|675|623| |Total equity|87,108|84,749| Integrated Annual Report 2020-21 Consolidated Financial Statements | 183 # Consolidated Balance Sheet |Note|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Liabilities| | | |Non-current liabilities| | | |Financial liabilities| | | |Lease liabilities|6,503|6,906| |Other financial liabilities|280|291| |Unearned and deferred revenue|1,197|697| |Employee benefit obligations|749|417| |Deferred tax liabilities (net)|767|779| |Total non-current liabilities|9,496|9,090| |Current liabilities| | | |Financial liabilities| | | |Lease liabilities|1,292|1,268| |Trade payables|7,860|6,740| |Other financial liabilities|6,150|6,100| |Unearned and deferred revenue|3,650|2,915| |Other liabilities|4,068|3,283| |Provisions|1,394|293| |Employee benefit obligations|3,498|2,749| |Income tax liabilities (net)|6,243|3,712| |Total current liabilities|34,155|27,060| |TOTAL EQUITY AND LIABILITIES|1,30,759|1,20,899| NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Firm's registration no: 101248W/W-100022 Amit Somani V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 060154 Bengaluru, April 12, 2021 Mumbai, April 12, 2021 Integrated Annual Report 2020-21 Consolidated Financial Statements | 184 # Consolidated Statement of Profit and Loss |Note|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Revenue from operations|1,64,177|1,56,949| |Other income|3,134|4,592| |TOTAL INCOME|1,67,311|1,61,541| # Expenses |Note|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Employee benefit expenses|91,814|85,952| |Cost of equipment and software licences|1,462|1,905| |Finance costs|637|924| |Depreciation and amortisation expense|4,065|3,529| |Other expenses|24,355|26,983| |TOTAL EXPENSES|1,22,333|1,19,293| # PROFIT BEFORE EXCEPTIONAL ITEM AND TAX |Year ended March 31, 2021|Year ended March 31, 2020| |---|---| |44,978|42,248| # Exceptional item |Note|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Provision towards legal claim|1,218|-| # PROFIT BEFORE TAX |Year ended March 31, 2021|Year ended March 31, 2020| |---|---| |43,760|42,248| # Tax expense |Note|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Current tax|11,635|10,378| |Deferred tax|(437)|(577)| |TOTAL TAX EXPENSE|11,198|9,801| # PROFIT FOR THE YEAR |Year ended March 31, 2021|Year ended March 31, 2020| |---|---| |32,562|32,447| Integrated Annual Report 2020-21 Consolidated Financial Statements | 185 # Consolidated Statement of Profit and Loss |Note|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Income tax on items that will be reclassified subsequently to profit or loss|(32)|(315)| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)|461|464| |TOTAL COMPREHENSIVE INCOME FOR THE YEAR|33,023|32,911| |Profit for the year attributable to:| | | |Shareholders of the Company|32,430|32,340| |Non-controlling interests|132|107| | |32,562|32,447| |Other comprehensive income for the year attributable to:| | | |Shareholders of the Company|484|424| |Non-controlling interests|(23)|40| | |461|464| |Total comprehensive income for the year attributable to:| | | |Shareholders of the Company|32,914|32,764| |Non-controlling interests|109|147| | |33,023|32,911| |Earnings per equity share:- Basic and diluted (`)|86.71|86.19| |Weighted average number of equity shares|374,01,10,733|375,23,84,706| Bengaluru, April 12, 2021 Mumbai, April 12, 2021 As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani V Ramakrishnan Rajendra Moholkar CFO Company Secretary Membership No: 060154 # Consolidated Statement of Changes in Equity # A. EQUITY SHARE CAPITAL | |Balance as at April 1, 2019|Changes in equity share capital during the year|Balance as at March 31, 2020| |---|---|---|---| |(` crore)|375|-|375| | |Balance as at April 1, 2020|Changes in equity share capital during the year*|Balance as at March 31, 2021| |(` crore)|375|(5)|370| *Refer note 8(l). # B. OTHER EQUITY | | | | |Reserves and surplus| | | |Items of other comprehensive income| | |Equity|Non-controlling|Total| |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |Capital|Capital redemption|General|Special Economic Zone re-investment reserve|Retained earnings|Statutory reserve|Investment revaluation reserve|Cash flow hedging reserve|Foreign currency translation reserve|attributable to shareholders of the Company| | | | |(` crore)|75|431|27|994|85,520|348|192|134|(30)|1,380|89,071|453|89,524| |Transition impact of Ind AS 116, net of tax|-|-|-|-|(357)|-|-|-|-|-|(357)|(2)|(359)| |Restated balance as at April 1, 2019|75|431|27|994|85,163|348|192|134|(30)|1,380|88,714|451|89,165| |Profit for the year|-|-|-|-|32,340|-|-|-|-|-|32,340|107|32,447| |Other comprehensive income / (losses)|-|-|-|-|(339)|-|604|(89)|(38)|286|424|40|464| |Total comprehensive income|-|-|-|-|32,001|-|604|(89)|(38)|286|32,764|147|32,911| |Dividend (including tax on dividend of `5,742 crore)|-|-|-|-|(37,634)|-|-|-|-|-|(37,634)|(68)|(37,702)| |Impact on purchase of non-controlling interests|-|-|-|-|(93)|-|-|-|-|-|(93)|93|-| |Transfer to Special Economic Zone re-investment reserve|-|-|-|2,947|(2,947)|-|-|-|-|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|-|(2,347)|2,347|-|-|-|-|-|-|-|-| |Transfer to reserves|-|-|-|-|(27)|27|-|-|-|-|-|-|-| |Balance as at March 31, 2020|75|431|27|1,594|78,810|375|796|45|(68)|1,666|83,751|623|84,374| Integrated Annual Report 2020-21 Consolidated Financial Statements | 187 # Consolidated Statement of Changes in Equity |(` crore)|Capital reserve|Capital redemption reserve|General reserve|Special Economic Zone re-investment reserve|Retained earnings|Statutory reserve|Investment revaluation reserve|Cash flow hedging reserve|Foreign currency translation reserve|Equity attributable to shareholders of the Company|Non-controlling interests|Total equity| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Balance as at April 1, 2020|75|431|27|1,594|78,810|375|796|45|(68)|1,666|83,751|623|84,374| |Profit for the year|-|-|-|-|32,430|-|-|-|-|-|32,430|132|32,562| |Other comprehensive income / (losses)|-|-|-|-|(71)|-|32|11|41|471|484|(23)|461| |Total comprehensive income|-|-|-|-|32,359|-|32|11|41|471|32,914|109|33,023| |Dividend|-|-|-|-|(10,850)|-|-|-|-|-|(10,850)|(57)|(10,907)| |Expenses for buy-back of equity shares1|-|-|-|-|(31)|-|-|-|-|-|(31)|-|(31)| |Tax on buy-back of equity shares1|-|-|-|-|(3,726)|-|-|-|-|-|(3,726)|-|(3,726)| |Buy-back of equity shares1|-|5|-|-|(16,000)|-|-|-|-|-|(15,995)|-|(15,995)| |Transfer to Special Economic Zone re-investment reserve|-|-|-|5,058|(5,058)|-|-|-|-|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|-|(4,114)|4,114|-|-|-|-|-|-|-|-| |Transfer to reserves|-|-|-|-|(32)|32|-|-|-|-|-|-|-| |Balance as at March 31, 2021|75|436|27|2,538|79,586|407|828|56|(27)|2,137|86,063|675|86,738| 1Refer note 8(l). Total equity (primarily retained earnings) includes `1,366 crore and `1,258 crore as at March 31, 2021 and 2020, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Nature and purpose of reserves # a. Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # b. Capital redemption reserve File: AR_TCS_2020_2021.md As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium."
+"A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. Integrated Annual Report 2020-21 Consolidated Financial Statements | 188 # Consolidated Statement of Changes in Equity # c. General reserve The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # d. Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # e. Retained earnings This reserve represents undistributed accumulated earnings of the Group as on the balance sheet date. # f. Statutory reserve Statutory reserves are created to adhere to requirements of applicable laws. # g. Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # h. Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # i. Foreign currency translation reserve The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and COO and Executive Director Firm's registration no: Managing Director 101248W/W-100022 Amit Somani V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 060154 Bengaluru, April 12, 2021 Mumbai, April 12, 2021 Integrated Annual Report 2020-21 Consolidated Financial Statements | 189 # Consolidated Statement of Cash Flows | |Year ended March 31, 2021|Year ended March 31, 2020|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | | | |Profit for the year|32,562|32,447| | | |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | | | |Depreciation and amortisation expense|4,065|3,529| | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|201|144| | | |Provision towards legal claim (Refer note 20)|1,218|-| | | |Tax expense|11,198|9,801| | | |Net gain on lease modification|(100)|(14)| | | |Unrealised foreign exchange gain|(21)|(117)| | | |Net gain on disposal of property, plant and equipment|(13)|(46)| | | |Net gain on investments|(204)|(214)| | | |Interest income|(2,504)|(3,562)| | | |Dividend income|(8)|(10)| | | |Finance costs|637|924| | | |Operating profit before working capital changes|47,031|42,882| | | |Net change in| | | | | |Inventories|(3)|5| | | |Trade receivables|1,260|(3,295)| | | |Unbilled receivables|(201)|(508)| | | |Loans and other financial assets|(17)|(2)| | | |Other assets|(2,805)|(3,492)| | | |Trade payables|(93)|446| | | |Net cash generated from operating activities|38,802|32,369| | | |CASH FLOWS FROM INVESTING ACTIVITIES| | | | | |Bank deposits placed|(6,605)|(7,663)| | | |Inter-corporate deposits placed|(21,076)|(14,905)| | | |Purchase of investments*|(54,462)|(80,002)| | | |Payment for purchase of property, plant and equipment|(2,719)|(2,538)| | | |Payment including advances for acquiring right-of-use assets|(101)|(519)| | | |Payment for purchase of intangible assets|(356)|(192)| | | |Proceeds from bank deposits|4,767|11,965| | | |Proceeds from inter-corporate deposits|18,018|14,432| | | |Proceeds from disposal / redemption of investments*|51,630|84,089| | | |Proceeds from disposal of property, plant and equipment|37|161| | | |Interest received|2,730|3,729| | | |Dividend received|8|8| | | |Net cash generated from / (used in) investing activities|(8,129)|8,565| | | # Consolidated Statement of Cash Flows | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |CASH FLOWS FROM FINANCING ACTIVITIES| | | |Repayment of lease liabilities|(1,336)|(1,062)| |Interest paid|(634)|(924)| |Dividend paid (including tax on dividend in previous year)|(10,850)|(37,634)| |Dividend paid to non-controlling interests (including tax on dividend in previous year)|(57)|(68)| |Purchase of non-controlling interests|-|(227)| |Transfer of funds to buy-back escrow account|(160)|-| |Transfer of funds from buy-back escrow account|160|-| |Expenses for buy-back of equity shares (Refer note 8(l))|(31)|-| |Tax on buy-back of equity shares (Refer note 8(l))|(3,726)|-| |Buy-back of equity shares (Refer note 8(l))|(16,000)|-| |Net cash used in financing activities|(32,634)|(39,915)| |Net change in cash and cash equivalents|(1,961)|1,019| |Cash and cash equivalents at the beginning of the year|8,646|7,224| |Exchange difference on translation of foreign currency cash and cash equivalents|173|403| |Cash and cash equivalents at the end of the year (Refer note 8(c))|6,858|8,646| *Purchase of investments include `172 crore and `503 crore for the years ended March 31, 2021 and 2020, respectively, and proceeds from disposal / redemption of investments include `104 crore and `542 crore for the years ended March 31, 2021 and 2020, respectively, held by trusts and TCS Foundation held for specified purposes. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Amit Somani Partner V Ramakrishnan CFO Rajendra Moholkar Company Secretary Membership No: 060154 Bengaluru, April 12, 2021 Mumbai, April 12, 2021 Consolidated Financial Statements | 191 # Notes forming part of Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively together with employee welfare trusts referred to as ""the Group"") provide IT services, consulting and business solutions and have been partnering with many of the world's largest businesses in their transformation journeys. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai 400001. As at March 31, 2021, Tata Sons Private Limited, the holding company owned 72.16% of the Company's equity share capital."
+"The Board of Directors approved the consolidated financial statements for the year ended March 31, 2021 and authorised for issue on April 12, 2021. # 2) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. Integrated Annual Report 2020-21 Consolidated Financial Statements | 192 # Notes forming part of Consolidated Financial Statements The significant accounting policies used in preparation of the consolidated financial statements have been discussed in the respective notes. # 4) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate. All inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity."
+"When a foreign operation is disposed off in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI is reclassified to statement of profit and loss as part of the gain or loss on disposal. # 5) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the consolidated financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Group uses the following critical accounting estimates in preparation of its consolidated financial statements: - a. Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Group uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of completion of the performance obligation. Consolidated Financial Statements | 193 # Notes forming part of Consolidated Financial Statements # b. Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # c. Impairment of goodwill The Group estimates the value-in-use of the cash generating units (CGUs) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used for the CGUs represent the weighted average cost of capital based on the historical market returns of comparable companies. # d. Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # e. Provision for income tax and deferred tax assets The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # f. Provisions and contingent liabilities The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Group uses significant judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the consolidated financial statements. # g. Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Group to use assumptions. These assumptions have been explained under employee benefits note. # Notes forming part of Consolidated Financial Statements # h. Leases The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116."
+"Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # i. Impact of COVID-19 (pandemic) The Group has taken into account all the possible impacts of COVID-19 in preparation of these consolidated financial statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes in cost budgets of fixed price contracts, impact on leases and impact on effectiveness of its hedges. The Group has carried out this assessment based on available internal and external sources of information upto the date of approval of these consolidated financial statements and believes that the impact of COVID-19 is not material to these consolidated financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the consolidated financial statements may differ from that estimated as at the date of approval of these consolidated financial statements owing to the nature and duration of COVID-19. # 6) Recent pronouncements On March 24, 2021, the Ministry of Corporate Affairs (""MCA"") through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are: # Balance Sheet: - Lease liabilities should be separately disclosed under the head 'financial liabilities', duly distinguished as current or non-current. - Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period. - Specified format for disclosure of shareholding of promoters. - Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under development. Integrated Annual Report 2020-21 Consolidated Financial Statements | 195 # Notes forming part of Consolidated Financial Statements - If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used. - Specific disclosure under 'additional regulatory requirement' such as compliance with approved schemes of arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc. # Statement of profit and loss: - Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head 'additional information' in the notes forming part of consolidated financial statements. - The amendments are extensive and the Group will evaluate the same to give effect to them as required by law. # 7) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the consolidated statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill."
+"Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity. # 8) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. # Notes forming part of Consolidated Financial Statements # Cash and cash equivalents The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue cost. # Derivative accounting - Instruments in hedging relationship File: AR_TCS_2020_2021.md The Group designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Group uses hedging instruments that are governed by the policies of the Company and its subsidiaries which are approved by their respective Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company and its subsidiaries. The hedge instruments are designated and documented as hedges at the inception of the contract."
+"The Group determines the existence of an economic relationship between the hedging instrument and hedged item. Consolidated Financial Statements | 197 # Notes forming part of Consolidated Financial Statements based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in other comprehensive income and accumulated under the heading cash flow hedging reserve. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect statement of profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Group enters into the contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. Integrated Annual Report 2020-21 Consolidated Financial Statements | 198 # Notes forming part of Consolidated Financial Statements # (a) Investments # Investments - Current Investments consist of the following: |Investments - Non-current|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|4,904|1,692| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|23,670|24,290| |Corporate bonds (quoted)|450|132| |Investments carried at amortised cost| | | |Corporate bonds (quoted)|-|26| |Commercial papers (quoted)|136|-| | |29,160|26,140| |Government bonds and securities (quoted)|165|164| |Corporate bonds (quoted)|10|10| | |213|216| Investments - Current includes `166 crore and `95 crore as at March 31, 2021 and 2020, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Investments - Non-current includes `175 crore and `174 crore as at March 31, 2021 and 2020, respectively, pertains to trusts held for specified purposes. Government bonds and securities includes bonds pledged with bank for credit facility amounting to `1,650 crore and NIL as at March 31, 2021 and 2020, respectively."
+"# Aggregate value of quoted and unquoted investments is as follows: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Aggregate value of quoted investments|29,335|26,314| |Aggregate value of unquoted investments|38|42| |(net of impairment)| | | |Aggregate market value of quoted investments|29,356|26,336| |Aggregate value of impairment of investments|116|114| # Notes forming part of Consolidated Financial Statements # Market value of quoted investments carried at amortised cost is as follows: |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Government bonds and securities|186|186| |Corporate bonds|10|36| |Commercial papers|136|-| # Equity instruments carried at fair value through OCI are as follows: |In Numbers Currency|Face value per share|Equity instruments carried at fair value|As at March 31, 2021|As at March 31, 2020| |---|---|---|---|---| |1,00,00,000 USD|1|Mozido LLC|73|75| |5,00,000 USD|15|FCM LLC|55|55| |1,90,00,000 INR|10|Taj Air Limited|19|19| |5,00,000 PHP|100|Philippine Dealing System Holdings Corporation|7|7| |Less: Impairment in value of investments|Less: Impairment in value of investments|(116)|(116)|(116)| | | |38|38|38| # The movement in fair value of investments carried / designated at fair value through OCI is as follows: |(` crore)|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|796|192| |Net loss arising on revaluation of financial assets carried at fair value|(2)|(20)| |Net gain arising on revaluation of investments other than equities carried at fair value through other comprehensive income|51|972| |Deferred tax relating to net gain arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(17)|(340)| |Net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|(14)| |Deferred tax relating to net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|6| |Balance at the end of the year|828|796| Integrated Annual Report 2020-21 Consolidated Financial Statements | 200 # Notes forming part of Consolidated Financial Statements # (b) Trade receivables Trade receivables (unsecured) consist of the following: # Trade receivables - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Trade receivables|787|656| |Less: Allowance for doubtful trade receivables|(732)|(582)| |Considered good|55|74| # Trade receivables - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Trade receivables|30,248|30,747| |Less: Allowance for doubtful trade receivables|(244)|(306)| |Considered good|30,004|30,441| |Trade receivables|388|340| |Less: Allowance for doubtful trade receivables|(313)|(249)| |Credit impaired|75|91| | |30,079|30,532| # (c) Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Balances with banks| | | |In current accounts|5,266|8,237| |In deposit accounts|1,586|405| |Cheques on hand*|-|1| |Cash on hand|1|1| |Remittances in transit|5|2| | |6,858|8,646| *Represents value less than `0.50 crore. Balances with banks in current accounts include `13 crore and `4 crore as at March 31, 2021 and 2020, respectively, pertaining to trusts held for specified purposes. # (d) Other balances with banks Other balances with banks consist of the following: # | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Earmarked balances with banks|209|215| |Short-term bank deposits|2,262|805| | |2,471|1,020| Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends. # Notes forming part of Consolidated Financial Statements # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Considered good| | | |Inter-corporate deposits|27|27| |Loans and advances to employees|2|2| | |29|29| # Loans - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Considered good| | | |Inter-corporate deposits|11,229|8,171| |Loans and advances to employees|243|304| |Credit impaired| | | |Loans and advances to employees|17|15| |Less: Allowance on loans and advances to employees|(17)|(15)| | |11,472|8,475| # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Security deposits|837|824| |Earmarked balances with banks|3|1| |Long-term bank deposits|719|348| |Others|14|11| | |1,573|1,573| # Other financial assets - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Security deposits|168|170| |Fair value of foreign exchange derivative assets|495|425| |Interest receivable|615|744| |Others|116|134| | |1,394|1,394| Interest receivable includes `40 crore and `43 crore as at March 31, 2021 and 2020, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Inter-corporate deposits placed with financial institutions yield fixed interest rate."
+"Inter-corporate deposits include `952 crore and `922 crore as at March 31, 2021 and 2020, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Integrated Annual Report 2020-21 Consolidated Financial Statements | 202 # Notes forming part of Consolidated Financial Statements # (g) Other financial liabilities Other financial liabilities consist of the following: # (h) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2021 is as follows: | |As at March 31, 2021|As at March 31, 2020|Fair value through other comprehensive income|Fair value in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---|---| |Capital creditors|-|3| | | | | | |Others|280|288| | | | | | | |280|291|Financial assets| | | | | Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2021 and 2020, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by tax authorities, is payable to the seller. # Other financial liabilities - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Accrued payroll|4,482|3,907| |Unclaimed dividends|50|53| |Fair value of foreign exchange derivative liabilities|92|693| |Capital creditors|399|502| |Liabilities towards customer contracts|914|807| |Others|213|138| | |6,150|6,100| Loans include inter-corporate deposits of `11,256 crore, with original maturity period within 36 months. Integrated Annual Report 2020-21 Consolidated Financial Statements | 203 # Notes forming part of Consolidated Financial Statements # The carrying value of financial instruments by categories as at March 31, 2020 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|8,646|8,646| |Bank deposits|-|-|-|-|1,153|1,153| |Earmarked balances with banks|-|-|-|-|216|216| |Investments|1,692|24,464|-|-|200|26,356| |Trade receivables|-|-|-|-|30,606|30,606| |Unbilled receivables|-|-|-|-|6,056|6,056| |Loans|-|-|-|-|8,504|8,504| |Other financial assets|-|-|146|279|1,883|2,308| | |1,692|24,464|146|279|57,264|83,845| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities|-|-|-|-|6,740|6,740| |Lease liabilities|-|-|-|-|8,174|8,174| |Other financial liabilities|-|-|34|659|5,698|6,391| | |-|-|34|659|20,612|21,305| Loans include inter-corporate deposits of `8,198 crore, with original maturity period within 36 months. Carrying amounts of cash and cash equivalents, trade receivables, unbilled receivables, loans and trade payables as at March 31, 2021 and 2020, approximate the fair value. Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities subsequently measured at amortised cost is not significant in each of the years presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `332 crore and `222 crore as at March 31, 2021 and 2020, respectively. # (i) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range."
+"Integrated Annual Report 2020-21 Consolidated Financial Statements | 204 # Notes forming part of Consolidated Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): |(` crore)|As at March 31, 2021| | | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3|Total| | |Financial assets|Mutual fund units|4,849|-|55|4,904| | |Equity shares|-|-|38|38| | |Government bonds and securities|23,856|-|-|23,856| | |Corporate bonds|460|-|-|460| | |Commercial papers|136|-|-|136| | |Fair value of foreign exchange derivative assets|-|495|-|495| | |Total Financial Assets|29,301|495|93|29,889| |(` crore)|As at March 31, 2020|As at March 31, 2020|As at March 31, 2020| | | | | |---|---|---|---|---|---| |Level 1|Level 2|Level 3|Total| | | |Financial assets|Mutual fund units|1,692|-|-|1,692| | |Equity shares|-|-|42|42| | |Government bonds and securities|24,476|-|-|24,476| | |Corporate bonds|168|-|-|168| | |Fair value of foreign exchange derivative assets|-|425|-|425| | |Total Financial Assets|26,336|425|42|26,803| Financial liabilities |(` crore)|As at March 31, 2021| | | | |---|---|---|---|---| | |Level 1|Level 2|Level 3|Total| |Fair value of foreign exchange derivative liabilities|-|92|-|92| |Total Financial Liabilities|-|92|-|92| Reconciliation of Level 3 fair value measurement of financial assets is as follows: |(` crore)|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|42|58| |Additions during the year|52|-| |Fair value of investments|4|-| |Impairment in value of investments|(2)|(20)| |Translation exchange difference|(3)|4| |Balance at the end of the year|93|42| Integrated Annual Report 2020-21 Consolidated Financial Statements | 205 # Notes forming part of Consolidated Financial Statements # Reconciliation of Level 3 fair value measurement of financial liabilities The following are outstanding currency options contracts, which have been designated as cash flow hedges: | | |(` crore)| | |As at March 31, 2021| | | |As at March 31, 2020| | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Year ended March 31, 2021|Year ended March 31, 2020|Foreign currency|No. of contracts|Notional amount of contracts|Fair value (` crore)|No. of contracts|Notional amount of contracts|Fair value (` crore)| | | | | | | | | | |Balance at the beginning of the year| |-|-|-|-|-|-|-|-| | | | | | | | | |Repayment during the year|-|(227)|US Dollar|63|1,615|51| |55|1,420|20| | | | | | | | |Translation exchange difference| |-| | | | | | | |9|Great Britain Pound|64|330|14|71|384|59| |Balance at the end of the year| |-|-|Euro|60|346|78|38|363|(31)| | | | | | | | | | | |Australian Dollar|38|206|16| |26|192|48| | | | | | | | | | | |Canadian Dollar|23|114|2| |19|104|16| | | | | | | | # Derivative financial instruments and hedging activity The Group's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Board of Directors have constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Group which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Group uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. # The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | | |(` crore)|Year ended March 31, 2021|Year ended March 31, 2020| | | |---|---|---|---|---|---|---| |Intrinsic value|Time value|Intrinsic value|Time value| | | | | | |Balance at the beginning of the year|45|(68)|134|(30)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions| | |(341)|530|(449)|513| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions| | |73|(125)|54|(38)| |Change in the fair value of effective portion of cash flow hedges| | |355|(477)|355|(565)| |Deferred tax on fair value of effective portion of cash flow hedges| | |(76)|113|(49)|52| | | |Balance at the end of the year|56|(27)|45|(68)| # Notes forming part of Consolidated Financial Statements The Group has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2021 and 2020, the notional amount of outstanding contracts aggregated to &#x20B9;37,615 crore and &#x20B9;40,298 crore, respectively and the respective fair value of these contracts have a net gain of &#x20B9;242 crore and net loss of &#x20B9;380 crore."
+"Exchange gain of &#x20B9;490 crore and loss of &#x20B9;461 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the consolidated statement of profit and loss for the years ended March 31, 2021 and 2020, respectively. Net foreign exchange gains include loss of &#x20B9;189 crore and &#x20B9;64 crore transferred from cash flow hedging reserve for the years ended March 31, 2021 and 2020, respectively. Net gain on derivative instruments of &#x20B9;30 crore recognised in cash flow hedging reserve as at March 31, 2021, is expected to be transferred to the statement of profit and loss by March 31, 2022. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2021. # Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |10% Appreciation of the underlying foreign currencies|(306)|(407)| |10% Depreciation of the underlying foreign currencies|1,906|1,261| # (k) Financial risk management The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk. # * Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the consolidated statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. # Notes forming part of Consolidated Financial Statements The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 8(j). # Unhedged Foreign Currency Exposure as at March 31, 2021 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|3,194|155|101|1,129| |Net financial liabilities|(41)|(573)|(354)|(411)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `320 crore for the year ended March 31, 2021."
+"# Unhedged Foreign Currency Exposure as at March 31, 2020 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,140|239|82|1,145| |Net financial liabilities|(3,257)|(325)|(160)|(249)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `39 crore for the year ended March 31, 2020. Integrated Annual Report 2020-21 Consolidated Financial Statements | 208 # Notes forming part of Consolidated Financial Statements # * Interest rate risk The Group's investments are primarily in fixed rate interest bearing investments. Hence, the Group is not significantly exposed to interest rate risk. # Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `11,256 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of `2,669 crore held with two Indian banks having high credit rating which are individually in excess of 10% or more of the Group's total bank deposits as at March 31, 2021. None of the other financial instruments of the Group result in material concentration of credit risk. The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `94,201 crore and `88,291 crore as at March 31, 2021 and 2020, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables, unbilled receivables, loan, contract assets and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables, unbilled receivables and contract assets as at March 31, 2021 and 2020. # Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances), unbilled receivables and contract assets is as follows: | |As at March 31, 2021|As at March 31, 2021|As at March 31, 2020|As at March 31, 2020| |---|---|---| |Geographic Area|Gross%|Net%|Gross%|Net%| |United States of America|41.08|41.83|44.94|45.66| |India|20.31|18.79|11.56|10.01| |United Kingdom|16.37|16.75|14.74|15.02| Geographical concentration of trade receivables, unbilled receivables and contract assets is allocated based on the location of the customers. Integrated Annual Report 2020-21 Consolidated Financial Statements | 209 File: AR_TCS_2020_2021.md # Notes forming part of Consolidated Financial Statements The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2021 and 2020 was `190 crore and `133 crore respectively. The reconciliation of allowance for doubtful trade receivables is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|1,137|1,020| |Change during the year|190|133| |Bad debts written off|(34)|(43)| |Translation exchange difference|(4)|27| |Balance at the end of the year|1,289|1,137| # Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due."
+"# Significant financial liabilities as at March 31, 2021 |(` crore)| |March 31, 2021|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---|---|---| |Non-derivative financial liabilities| |Trade payables|7,860|-|-|-|7,860| | | |Lease liabilities|1,742|1,601|3,325|3,509|10,177| | | |Other financial liabilities|6,058|50|230|-|6,338| | | | |15,660|1,651|3,555|3,509|24,375| |Derivative financial liabilities| | |92|-|-|-|92| | | | |15,752|1,651|3,555|3,509|24,467| # Significant financial liabilities as at March 31, 2020 |(` crore)|March 31, 2020|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---|---| |Non-derivative financial liabilities|Trade payables|6,740|-|-|-|6,740| | |Lease liabilities|1,722|1,514|3,517|4,034|10,787| | |Other financial liabilities|5,407|12|279|-|5,698| | | |13,869|1,526|3,796|4,034|23,225| |Derivative financial liabilities| |693|-|-|-|693| | | |14,562|1,526|3,796|4,034|23,918| # Notes forming part of Consolidated Financial Statements # (l) Equity instruments The authorised, issued, subscribed and fully paid-up share capital consist of the following: |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Authorised| | | |460,05,00,000 equity shares of `1 each|460|460| |(March 31, 2020: 460,05,00,000 equity shares of `1 each)| | | |105,02,50,000 preference shares of `1 each|105|105| |(March 31, 2020: 105,02,50,000 preference shares of `1 each)| | | | |565|565| |Issued, Subscribed and Fully paid up| | | |369,90,51,373 equity shares of `1 each|370|375| |(March 31, 2020: 375,23,84,706 equity shares of `1 each)| | | | |370|375| The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. The Board of Directors at its meeting held on October 7, 2020, approved a proposal to buy-back upto 5,33,33,333 equity shares of the Company for an aggregate amount not exceeding `16,000 crore, being 1.42% of the total paid up equity share capital at `3,000 per equity share. The shareholders approved the same on November 18, 2020, by way of a special resolution through postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 5,33,33,333 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on January 6, 2021. Capital redemption reserve was created to the extent of share capital extinguished (`5 crore). The excess cost of buy-back of `16,031 crore (including `31 crore towards transaction cost of buy-back) over par value of shares and corresponding tax on buy-back of `3,726 crore were offset from retained earnings. # I. Reconciliation of number of shares | |As at March 31, 2021| |As at March 31, 2020| | |---|---|---|---|---| |Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | |Equity shares| | | | | |Opening balance|375,23,84,706|375|375,23,84,706|375| |Shares extinguished on buy-back|(5,33,33,333)|(5)|-|-| |Closing balance|369,90,51,373|370|375,23,84,706|375| Integrated Annual Report 2020-21 Consolidated Financial Statements | 211 # Notes forming part of Consolidated Financial Statements # II. Rights, preferences and restrictions attached to shares | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.|46,798 equity shares (March 31, 2020 : 46,798 equity shares) are held by Tata Steel Limited*|-| | |766 equity shares (March 31, 2020 : 766 equity shares) are held by The Tata Power Company Limited*|-| | |267|270| # III. Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2021|As at March 31, 2020| | |---|---|---|---| |Equity shares| | | | |Holding company|266,91,25,829 equity shares (March 31, 2020: 270,24,50,947 equity shares) are held by Tata Sons Private Limited|267|270| |Subsidiaries and Associates of Holding company|7,220 equity shares (March 31, 2020: 7,220 equity shares) are held by Tata Industries Limited*| |-| | |10,23,685 equity shares (March 31, 2020: 10,36,269 equity shares) are held by Tata Investment Corporation Limited*| |-| | | |267|270| # IV."
+"Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2021|As at March 31, 2020| | | | | |---|---|---|---|---|---|---| |Equity shares|Tata Sons Private Limited, the Holding company|266,91,25,829|270,24,50,947| | | | |% of shareholding|72.16%|72.02%| | | | | # V. Equity shares movement during 5 years preceding March 31, 2021 * Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained Integrated Annual Report 2020-21 Consolidated Financial Statements | 212 # Notes forming part of Consolidated Financial Statements earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in the quarter ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. # Equity shares extinguished on buy-back The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. The Company bought back 5,61,40,350 equity shares for an aggregate amount of `16,000 crore being 2.85% of the total paid up equity share capital at `2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # 9) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. # Group as a lessee The Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. Integrated Annual Report 2020-21 Consolidated Financial Statements | 213 # Notes forming part of Consolidated Financial Statements The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. For leases with reasonably similar characteristics, the Group, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease."
+"The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Group recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the re-measurement in statement of profit and loss. The Group has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Group as a lessor At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Group is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Group applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract. # The details of the right-of-use assets held by the Group is as follows: | |Additions for year ended March 31, 2021|Net carrying amount as at March 31, 2021| |---|---|---| |Leasehold land|-|682| |Buildings|1,226|6,758| |Leasehold improvements|6|26| |Computer equipment|102|101| |Software licences|26|25| |Vehicles|30|32| |Office equipment|1|9| |Total|1,391|7,633| Integrated Annual Report 2020-21 Consolidated Financial Statements | 214 # Notes forming part of Consolidated Financial Statements | |Additions for year ended March 31, 2020|Net carrying amount as at March 31, 2020| |---|---|---| |Leasehold land|474|690| |Buildings|2,443|7,218| |Leasehold improvements|15|46| |Computer equipment|7|13| |Vehicles|5|16| |Office equipment|7|11| |Total|Total|7,994| # Depreciation on right-of-use assets is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Leasehold land|8|4| |Buildings|1,453|1,225| |Leasehold improvements|8|10| |Computer equipment|12|17| |Software licences|1|-| |Vehicles|14|10| |Office equipment|4|2| |Total|Total|1,268| Interest on lease liabilities is `523 crore and `492 crore for the years ended on March 31, 2021 and 2020, respectively. The Group incurred `352 crore and `392 crore for the years ended March 31, 2021 and 2020, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `2,312 crore and `2,465 crore for years ended March 31, 2021 and 2020, respectively, including cash outflow for short term and low value leases. The Group has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods is `708 crore and `457 crore as at March 31, 2021 and 2020, respectively. Lease contracts entered by the Group majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Group does not have any lease restrictions and commitment towards variable rent as per the contract. # 10) Non-financial assets and liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation."
+"The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. Consolidated Financial Statements | 215 # Notes forming part of Consolidated Financial Statements |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Integrated Annual Report 2020-21 Consolidated Financial Statements | 216 # Notes forming part of Consolidated Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2020|347|7,719|2,427|681|8,794|42|2,509|2,039|1,886|26,444| |Additions|5|71|142|53|2,047|3|137|46|61|2,565| |Disposals|-|(11)|(72)|(1)|(180)|(5)|(80)|(29)|(63)|(441)| |Translation exchange difference|(1)|(2)|5|4|73|-|8|2|1|90| |Cost as at March 31, 2021|351|7,777|2,502|737|10,734|40|2,574|2,058|1,885|28,658| |Accumulated depreciation as at April 1, 2020|-|(2,563)|(1,441)|(228)|(6,414)|(34)|(2,068)|(1,266)|(1,489)|(15,503)| |Depreciation|-|(393)|(199)|(72)|(1,246)|(4)|(204)|(152)|(137)|(2,407)| |Disposals|-|8|68|1|168|5|79|26|62|417| |Translation exchange difference|-|1|(3)|(3)|(39)|-|(6)|(1)|(4)|(55)| |Accumulated depreciation as at March 31, 2021|-|(2,947)|(1,575)|(302)|(7,531)|(33)|(2,199)|(1,393)|(1,568)|(17,548)| |Net carrying amount as at March 31, 2021|351|4,830|927|435|3,203|7|375|665|317|11,110| |Capital work-in-progress*|926|926|926|926|926|926|926|926|926|926| |Total|12,036|12,036|12,036|12,036|12,036|12,036|12,036|12,036|12,036|12,036| *`2,565 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2021. Integrated Annual Report 2020-21 Consolidated Financial Statements | 217 # Notes forming part of Consolidated Financial Statements |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2019|345|7,429|2,403|552|7,687|39|2,377|1,935|1,755|24,522| |Transition impact of Ind AS 116|-|-|(106)|-|(130)|-|(5)|-|(2)|(243)| |Restated cost as at April 1, 2019|345|7,429|2,297|552|7,557|39|2,372|1,935|1,753|24,279| |Additions|-|290|302|134|1,620|5|223|119|165|2,858| |Disposals|-|(7)|(185)|-|(379)|(2)|(90)|(19)|(51)|(733)| |Translation exchange difference|2|7|13|(5)|(4)|-|4|4|19|40| |Cost as at March 31, 2020|347|7,719|2,427|681|8,794|42|2,509|2,039|1,886|26,444| |Accumulated depreciation as at April 1, 2019|-|(2,187)|(1,396)|(172)|(5,906)|(31)|(1,921)|(1,132)|(1,366)|(14,111)| |Transition impact of Ind AS 116|-|-|60|-|129|-|4|-|1|194| |Restated accumulated depreciation as at April 1, 2019|-|(2,187)|(1,336)|(172)|(5,777)|(31)|(1,917)|(1,132)|(1,365)|(13,917)| |Depreciation|-|(379)|(191)|(60)|(998)|(5)|(232)|(147)|(160)|(2,172)| |Disposals|-|6|99|-|357|2|85|18|51|618| |Translation exchange difference|-|(3)|(13)|4|4|-|(4)|(5)|(15)|(32)| |Accumulated depreciation as at March 31, 2020|-|(2,563)|(1,441)|(228)|(6,414)|(34)|(2,068)|(1,266)|(1,489)|(15,503)| |Net carrying amount as at March 31, 2020|347|5,156|986|453|2,380|8|441|773|397|10,941| |Capital work-in-progress*|906|906|906|906|906|906|906|906|906|906| |Total|11,847|11,847|11,847|11,847|11,847|11,847|11,847|11,847|11,847|11,847| *`2,858 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2020. Integrated Annual Report 2020-21 Consolidated Financial Statements | 218 # Notes forming part of Consolidated Financial Statements # (b) Goodwill Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. The financial projections basis which the future cash flows have been estimated consider the increase in economic uncertainties due to COVID-19, reassessment of the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Goodwill consists of the following: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Balance at the beginning of the year|1,710|1,700| |Translation exchange difference|88|10| |Balance at the end of the year|1,798|1,710| Goodwill of `660 crore and `636 crore as at March 31, 2021 and 2020, respectively, has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 9.30%."
+"An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. The remaining amount of goodwill of `1,138 crore and `1,074 crore as at March 31, 2021 and 2020, respectively, (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts. # (c) Other intangible assets Intangible assets purchased including acquired in business combination, are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences and customer-related intangibles. # Notes forming part of Consolidated Financial Statements Following table summarises the nature of intangibles and their estimated useful lives: |Type of asset|Useful lives|Rights under licensing agreement and software licences|Customer-related intangibles|Total| | |---|---|---|---|---|---| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years|Cost as at April 1, 2020|448|120|568| |Customer-related intangibles|3 years|Additions|356|-|356| | | |Disposals / Derecognised|(64)|-|(64)| | | |Translation exchange difference|-|2|2| | | |Cost as at March 31, 2021|740|122|862| | | |Accumulated amortisation as at April 1, 2020|(180)|(105)|(285)| | | |Amortisation|(149)|(9)|(158)| | | |Disposals / Derecognised|64|-|64| | | |Translation exchange difference|-|(3)|(3)| | | |Accumulated amortisation as at March 31, 2021|(265)|(117)|(382)| | | |Net carrying amount as at March 31, 2021|475|5|480| Intangible assets are amortised on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Integrated Annual Report 2020-21 Consolidated Financial Statements | 220 # Notes forming part of Consolidated Financial Statements |Rights under licensing agreement and software licences|Customer-related intangibles| |Total| | | | |---|---|---|---|---|---|---| |Cost as at April 1, 2019|256|115|371| | | | |Additions|192|-|192| | | | |Translation exchange difference| |-|5|5| | | |Cost as at March 31, 2020|448|120|568| | | | |Accumulated amortisation as at April 1, 2019|(102)|(90)|(192)| | | | |Amortisation| |(80)|(9)|(89)| | | |Translation exchange difference| |2|(6)|(4)| | | |Accumulated amortisation as at March 31, 2020|(180)|(105)|(285)| | | | |Net carrying amount as at March 31, 2020|268|15|283| | | | The estimated amortisation for the years subsequent to March 31, 2021 is as follows: |Year ending March 31|Amortisation expense| |---|---| |2022|196| |2023|152| |2024|96| |2025|36| |Thereafter|-| |Total|480| # Other assets Other assets consist of the following: |Other assets - Non-current|(` crore)| |---|---| |Considered good| | |Contract assets|250| |Prepaid expenses|621| |Contract fulfillment costs|228| |Capital advances|66| |Advances to related parties|33| |Others|415| |Total|1,613| Advances to related parties, considered good, comprise: |Entity|Amount (` crore)| |---|---| |Voltas Limited|2| |Tata Realty and Infrastructure Ltd*|-| |Tata Projects Limited|30| |Titan Engineering and Automation Limited*|-| # Notes forming part of Consolidated Financial Statements # Other assets - Current # (e) Inventories | |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---|---| |Considered good| |3,830|4,292| |Contract assets| |4,651|1,498| |Prepaid expenses| |28|15| |Contract fulfillment costs| |796|621| |Advance to suppliers| |157|136| |Advance to related parties| |10|11| |Indirect taxes recoverable| |1,491|1,374| |Others| |273|259| |Considered doubtful| | | | |Advance to suppliers| |3|3| |Indirect taxes recoverable| |-|2| |Other advances| |1|3| |Less: Allowance on doubtful assets| |(4)|(8)| | | |11,236|8,206| # Inventories consist of the following: |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Raw materials, sub-assemblies and components|8|5| |Finished goods and work-in-progress *|-|-| |Goods-in-transit (raw materials)|-|-| |Stores and spares*|-|-| | |8|5| *Represents value less than `0.50 crore."
+"# Advance to related parties, considered good comprise: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |The Titan Company Limited|2|3| |Tata AIG General Insurance Company Limited|1|-| |Tata AIA Life Insurance Company Limited|-|1| |Tata Sons Private Limited|7|7| Non-current - Others includes advance of `369 crore and `271 crore towards acquiring right-of-use of leasehold land as at March 31, 2021 and 2020, respectively. Contract fulfillment costs of `568 crore and `510 crore for the years ended March 31, 2021 and 2020, respectively, have been amortised in the consolidated statement of profit and loss. Refer note 12 for changes in contract assets. # Notes forming part of Consolidated Financial Statements # (f) Other liabilities Other liabilities consist of the following: |Other liabilities - Current|(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---|---| |Advance received from customers| |312|345| |Indirect taxes payable and other statutory liabilities| |3,726|2,874| |Operating lease liabilities| |-|2| |Others| |30|62| | | |4,068|3,283| # (h) Other equity Other equity consist of the following: | |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---|---| |Capital reserve| |75|75| |Capital redemption reserve| |431|431| |Transfer from retained earnings| |5|-| | | |436|431| |General reserve| |27|27| |Transfer to retained earnings| |-|-| | | |27|27| |Special Economic Zone re-investment reserve| |1,594|994| |Transfer from retained earnings| |5,058|2,947| |Transfer to retained earnings| |(4,114)|(2,347)| | | |2,538|1,594| |Retained earnings| |78,810|85,520| |Transition impact of Ind AS 116| |-|(357)| |Profit for the year| |32,430|32,340| |Remeasurement of defined employee benefit plans| |(71)|(339)| |Expenses for buy-back of equity shares|1|(31)|-| File: AR_TCS_2020_2021.md |Tax on buy-back of equity shares|1|(3,726)|-| |Buy-back of equity shares|1|(15,995)|-| |Transfer from Special Economic Zone re-investment reserve| |4,114|2,347| |Purchase of non-controlling interests| |-|(93)| | | |95,531|1,19,418| Integrated Annual Report 2020-21 Consolidated Financial Statements | 223 # Notes forming part of Consolidated Financial Statements |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Less: Appropriations| | | |Dividend on equity shares|10,850|31,896| |Tax on dividend|-|5,738| |Transfer to capital redemption reserve1|5|-| |Transfer to Special Economic Zone re-investment reserve|5,058|2,947| |Transfer to statutory reserve|32|27| | |79,586|78,810| |Statutory reserve| | | |Opening balance|375|348| |Transfer from retained earnings|32|27| | |407|375| |Investment revaluation reserve| | | |Opening balance|796|192| |Change during the year (net)|32|604| | |828|796| |Cash flow hedging reserve (Refer note 8(j))| | | |Opening balance|(23)|104| |Change during the year (net)|52|(127)| | |29|(23)| |Foreign currency translation reserve| | | |Opening balance|1,666|1,380| |Change during the year (net)|471|286| | |2,137|1,666| | |86,063|83,751| 1Refer note 8(l). The Group earns revenue primarily from providing IT services, consulting and business solutions. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Group is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services # Notes forming part of Consolidated Financial Statements and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Group is acting as the principal or as an agent of the customer."
+"The Group recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. The Group's contracts with customers could include promises to transfer multiple products and services to a customer. The Group assesses the products/services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Group allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of the licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Integrated Annual Report 2020-21 Consolidated Financial Statements | 225 # Notes forming part of Consolidated Financial Statements Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there is billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Group recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Group disaggregates revenue from contracts with customers by nature of services, industry verticals and geography. # Integrated Annual Report 2020-21 # Revenue disaggregation by nature of services is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Consultancy services|1,62,508|1,54,829| |Sale of equipment and software licences|1,669|2,120| |Total|1,64,177|1,56,949| Revenue disaggregation by industry vertical and geography has been included in segment information (Refer note 19)."
+"While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Group has applied the practical expedient in Ind AS 115. Accordingly, the Group has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is `1,13,827 crore out of which 53.05% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Notes forming part of Consolidated Financial Statements # Changes in contract assets are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|4,489|3,428| |Invoices raised that were included in the contract assets balance at the beginning of the year|(3,496)|(2,788)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|2,985|3,621| |Translation exchange difference|102|228| |Balance at the end of the year|4,080|4,489| # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Contracted price|1,66,917|1,58,977| |Reductions towards variable consideration components|(2,740)|(2,028)| |Revenue recognised|1,64,177|1,56,949| The reduction towards variable consideration comprises of volume discounts, service level credits, etc. # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|3,612|3,236| |Revenue recognised that was included in the unearned and deferred revenue balance at the beginning of the year|(3,010)|(2,421)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|4,182|2,618| |Translation exchange difference|63|179| |Balance at the end of the year|4,847|3,612| # Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. # Other income consists of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Interest income|2,504|3,562| |Dividend income|8|10| |Net gain on investments carried at fair value through profit or loss|204|200| |Net gain on sale of investments other than equity shares carried at fair value through OCI|-|14| |Net gain on disposal of property, plant and equipment|13|46| Integrated Annual Report 2020-21 Consolidated Financial Statements | 227 # Notes forming part of Consolidated Financial Statements | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Net gain on lease modification|100|13| |Net foreign exchange gain|248|727| |Rent income|1|1| |Other income|56|19| | |3,134|4,592| |Interest income comprise:| | | |Interest on bank balances and bank deposits|137|519| |Interest on financial assets carried at amortised cost|587|613| |Interest on financial assets carried at fair value through OCI|1,762|1,878| |Other interest (including interest on tax refunds)|18|552| |Dividend income comprises:| | | |Dividend from mutual fund units and other investments|8|10| # 14) Employee benefits # Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Group provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans."
+"# Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Group provides benefits such as superannuation, provident fund (other than Company managed fund) and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability # Notes forming part of Consolidated Financial Statements is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # Employee benefit expenses consist of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Salaries, incentives and allowances|83,045|77,660| |Contributions to provident and other funds|6,401|5,834| |Staff welfare expenses|2,368|2,458| |Total|91,814|85,952| # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Gratuity liability|12|8| |Foreign defined benefit plans|473|308| |Other employee benefit obligations|264|101| |Total|749|417| # Employee benefit obligations - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Compensated absences|3,448|2,720| |Other employee benefit obligations|50|29| |Total|3,498|2,749| # Employee benefits plans consist of the following: # Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India operate a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"Consolidated Financial Statements | 229 # Notes forming part of Consolidated Financial Statements The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |(` crore)| | |Year ended March 31, 2021| | | | |Year ended March 31, 2020| | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total|Domestic|Domestic|Foreign|Foreign|Total| | |plans|Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Change in benefit obligations|Benefit obligations, beginning of the year|3,638|8|753|145|4,544|2,679|4|629|120|3,432| | |Translation exchange difference|-|-|(21)|6|(15)|-|-|55|5|60| | |Plan assumed on insourcing of employees|-|-|1,348|20|1,368|30|-|-|-|30| | |Plan participants' contribution|-|-|12|-|12|-|-|9|-|9| | |Service cost|460|2|27|32|521|358|1|16|22|397| | |Interest cost|244|1|12|3|260|222|-|11|5|238| | |Remeasurement of the net defined benefit liability|135|2|139|18|294|520|4|43|2|569| | |Past service cost / (credit)|-|-|-|-|-|-|-| |1|1| | |Benefits paid|(162)|(1)|21|(6)|(148)|(171)|(1)|(10)|(10)|(192)| | |Benefit obligations, end of the year|4,315|12|2,291|218|6,836|3,638|8|753|145|4,544| # Notes forming part of Consolidated Financial Statements |(` crore)| | |Year ended March 31, 2021| | | | |Year ended March 31, 2020| | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total|Domestic|Domestic|Foreign|Foreign|Total| | |plans|Funded|Unfunded|Funded|Unfunded|plans|Funded|Unfunded|Funded|Unfunded| | | |Change in plan assets|Fair value of plan assets, beginning of the year|3,643|-|627|-|4,270|2,672|-|532|-|3,204| | |Translation exchange difference|-|-|(17)|-|(17)|-|-|41|-|41| | |Plan assumed on insourcing of employees|-|-|1,302|-|1,302|30|-|-|-|30| | |Interest income|269|-|9|-|278|235|-|9|-|244| | |Employers' contributions|837|-|25|-|862|766|-|17|-|783| | |Plan participants' contribution|-|-|12|-|12|-|-|9|-|9| | |Benefits paid|(162)|-|21|-|(141)|(171)|-|(10)|-|(181)| | |Remeasurement - return on plan assets excluding amount included in interest income|119|-|93|-|212|111|-|29|-|140| | |Fair value of plan assets, end of the year|4,706|-|2,072|-|6,778|3,643|-|627|-|4,270| Integrated Annual Report 2020-21 Consolidated Financial Statements | 231 # Notes forming part of Consolidated Financial Statements | | | |As at March 31, 2021| | | | |As at March 31, 2020| | | |---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Funded status|-|(12)|(255)|(218)|(485)|-|(8)|(163)|(145)|(316)| |Surplus of plan assets over obligations|391|-|36|-|427|5|-|37|-|42| | |391|(12)|(219)|(218)|(58)|5|(8)|(126)|(145)|(274)| | | | |As at March 31, 2021| | | | | | |As at March 31, 2020| | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | |Category of assets|Corporate bonds|1,408|-|805|-|2,213|1,004|-| |137|-|1,141| | |Equity instruments|29|-|-|-|29|17|-|-|-|17| | | |Government bonds and securities|2,257|-|-|-|2,257|1,695|-|-|-|1,695| | | |Insurer managed funds|910|-|430|-|1,340|852|-| |275|-|1,127| | |Bank balances|2|-|3|-|5|-|-| |6|-|6| | |Others|100|-|834|-|934|75|-| |209|-|284| | |Total|Total|4,706|-|2,072|-|6,778|3,643|-|627|-|4,270| | # Notes forming part of Consolidated Financial Statements # Net periodic gratuity / pension cost, included in employee cost consists of the following components: |(` crore)| | |Year ended March 31, 2021| | | | | |Year ended March 31, 2020| | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | | | |Domestic plans|Domestic plans| | |Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | | | | | |Service cost|460|2|27| |32|521|358|1|16|22|397| | | | | | |Net interest on net defined benefit (asset) / liability|(25)|1|3|3| |(18)|(13)|-|2|5|(6)| | | | | | |Past service cost / (credit)|-|-|-|-|-|-|-| | |1|1| | | | | | |Net periodic gratuity / pension cost|435|3|30|35| |503|345|1|18|28|392| | | | | | |Actual return on plan assets|388|-|102|-| |490|346|-|38|-|384| | | | | | # Remeasurement of the net defined benefit (asset) / liability: |(` crore)| |Year ended March 31, 2021| | | | | | | |---|---|---|---|---|---|---|---|---| | | |Domestic plans|Domestic plans| |Foreign plans|Foreign plans| |Total| | |Funded|Unfunded|Funded|Unfunded| | | | | |Actuarial (gains) and losses arising from changes in demographic assumptions| | |24|-|1| |(2)|23| |Actuarial (gains) and losses arising from changes in financial assumptions| | |(32)|-|118| |19|105| |Actuarial (gains) and losses arising from changes in experience adjustments| | |143|2|20|1| |166| |Remeasurement of the net defined benefit liability| | |135|2|139| |18|294| |Remeasurement - return on plan assets excluding amount included in interest income| | |(119)|-|(93)|-| |(212)| | | | |16|2|46| |18|82| Integrated Annual Report 2020-21 Consolidated Financial Statements | 233 # Notes forming part of Consolidated Financial Statements |(` crore)| | | |Year ended March 31, 2020|Total| | |---|---|---|---|---|---|---| | |Domestic plans| | |Foreign plans|Domestic plans|Foreign plans| |Actuarial (gains) and losses arising from changes in demographic assumptions| |(5)|(5)| |(9)|(19)| |Actuarial (gains) and losses arising from changes in financial assumptions|345| | |47|10|403| |Actuarial (gains) and losses arising from changes in experience adjustments|180|1|1| | |185| |Remeasurement of the net defined benefit liability|520| | |43|2|569| |Remeasurement - return on plan assets excluding amount included in interest income|(111)| | |(29)|-|(140)| | |409| | |14|2|429| # The assumptions used in accounting for the defined benefit plan are set out below: |Year ended March 31, 2021|Domestic plans|Foreign plans| |---|---|---| |Year ended March 31, 2020|Domestic plans|Foreign plans| |Discount rate|4.25%-7.00%|0.40%-7.55%| |Rate of increase in compensation levels of covered employees|4.00%-6.00%|1.25%-7.00%| |Rate of return on plan assets|4.25%-7.00%|0.40%-7.55%| |Weighted average duration of defined benefit obligations|3-18 years|5-65 years| # Notes forming part of Consolidated Financial Statements Future mortality assumptions are taken based on the published"
+"statistics by the Insurance Regulatory and Development Authority of India. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. The expected benefits are based on the same assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2021. The Group is expected to contribute `140 crore to defined benefit plan obligations funds for the year ending March 31, 2022 comprising domestic component of `117 crore and foreign component of `23 crore. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Increase of 0.50%|(378)|(236)| |Decrease of 0.50%|421|262| If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Increase of 0.50%|276|177| |Decrease of 0.50%|(260)|(165)| The defined benefit obligations shall mature after year ended March 31, 2021 as follows: |Year ending March 31|Defined benefit obligations (` crore)| |---|---| |2022|367| |2023|310| |2024|329| |2025|353| |2026|341| |2027-2031|1,840| Integrated Annual Report 2020-21 Consolidated Financial Statements | 235 # Notes forming part of Consolidated Financial Statements # Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of the company's contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised as an expense in profit and loss under employee benefit expenses. # Integrated Annual Report 2020-21 # The details of fund and plan assets are given below: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Fair value of plan assets|20,003|17,072| |Present value of defined benefit obligations|(20,003)|(17,072)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. # The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Discount rate|6.50%|6.50%| |Average remaining tenure of investment portfolio|8 years|7.73 years| |Guaranteed rate of return|8.50%|8.50%| The Group expensed `1,085 crore and `1,042 crore for the years ended March 31, 2021 and 2020, respectively, towards provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred."
+"The Group has no further obligation beyond its monthly contribution. Consolidated Financial Statements | 236 # Notes forming part of Consolidated Financial Statements The Group expensed `366 crore and `356 crore for the years ended March 31, 2021 and 2020, respectively, towards Employees' Superannuation Fund. The Group expensed `1,458 crore and `1,324 crore for the years ended March 31, 2021 and 2020, respectively, towards foreign defined contribution plans. # (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: |(` crore)|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Raw materials, sub-assemblies and components consumed|14|18| |Equipment and software licences purchased|1,447|1,888| |Finished goods and work-in-progress|1,461|1,906| |Opening stock*|1|-| |Less: Closing stock*|-|-| | |1|-| |Total|1,462|1,906| *Represents value less than `0.50 crore. File: AR_TCS_2020_2021.md # (b) Other expenses Other expenses consist of the following: |(` crore)|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Fees to external consultants|13,214|12,937| |Facility expenses|2,131|2,702| |Travel expenses|1,081|3,296| |Communication expenses|1,896|1,592| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|201|144| |Other expenses|5,832|6,312| |Total|24,355|26,983| # Notes forming part of Consolidated Financial Statements # 16) Finance costs Finance costs consist of the following: | |(` crore)|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---|---| |Interest on lease liabilities| |523|492| |Interest on tax matters| |96|354| |Other interest costs| |18|78| |Total| |637|924| # 17) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company, its branches and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Integrated Annual Report 2020-21 Consolidated Financial Statements | 238 # Notes forming part of Consolidated Financial Statements The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled."
+"For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # The income tax expense consists of the following: | | | | |(` crore)|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---|---|---|---|---| | |Current tax|Current tax expense for current year|11,737|9,730| | | | |Current tax expense / (benefit) pertaining to prior years| |(102)|648| | | | |Total Current Tax| |11,635|10,378| | | | |Deferred tax|Deferred tax expense / (benefit) for current year|(359)|899| | | | |Deferred tax benefit pertaining to prior years| |(78)|(1,476)| | | | |Total Deferred Tax| |(437)|(577)| | | | |Total Income Tax Expense| |11,198|9,801| | | Integrated Annual Report 2020-21 Consolidated Financial Statements | 239 # Notes forming part of Consolidated Financial Statements The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in consolidated statement of profit and loss is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Profit before tax|43,760|42,248| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|15,292|14,764| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,708)|(4,879)| |Income exempt from tax|(325)|(285)| |Undistributed earnings in branches and subsidiaries|(13)|428| |Tax on income at different rates|843|152| |Tax pertaining to prior years|(180)|(828)| |Others (net)|289|449| |Total income tax expense|11,198|9,801| Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011, profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Significant components of net deferred tax assets and liabilities for the year ended March 31, 2021 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Ajustments / utilisation|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|145|124|-|40|-|309| |Provision for employee benefits|654|168|8|77|(10)|897| |Cash flow hedges|7|-|(15)|-|-|(8)| |Receivables, financial assets at amortised cost|388|35|-|-|1|424| |MAT credit entitlement|1,074|39|-|597|-|1,710| |Branch profit tax|(284)|(26)|-|-|-|(310)| |Undistributed earnings of subsidiaries|(286)|88|-|-|-|(198)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(484)|1|(17)|-|-|(500)| |Lease liabilities|345|(84)|-|-|-|261| |Others|490|92|-|-|(3)|579| | |2,049|437|(24)|714|(12)|3,164| # Notes forming part of Consolidated Financial Statements Gross deferred tax assets and liabilities are as follows: # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2020 are as follows: |As at March 31, 2021|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | |Property, plant and equipment and intangible assets|458|149|309| |Provision for employee benefits|908|11|897| |Cash flow hedges|(8)|-|(8)| |Receivables, financial assets at amortised cost|424|-|424| |MAT credit entitlement|1,710|-|1,710| |Branch profit tax|-|310|(310)| |Undistributed earnings of subsidiaries|-|198|(198)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(500)|-|(500)| |Lease liabilities|260|(1)|261| |Others|679|100|579| | |3,931|767|3,164| # Deferred tax assets / (liabilities) in relation to | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Ajustments / utilisation difference|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Property, plant and equipment and intangible assets|95|50|-|-|-|145| |Provision for employee benefits|531|101|5|-|17|654| |Cash flow hedges|(12)|-|19|-|-|7| |Receivables, financial assets at amortised cost|340|46|-|-|2|388| |MAT credit entitlement|1,170|(96)|-|-|-|1,074| |Branch profit tax|(299)|15|-|-|-|(284)| |Undistributed earnings of subsidiaries|(574)|288|-|-|-|(286)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(149)|(1)|(334)|-|-|(484)| |Lease liabilities*|264|80|-|-|1|345| |Others|418|94|-|-|(22)|490| | |1,784|577|(310)|-|(2)|2,049| *Opening balance of deferred tax on lease liabilities has been restated by `170 crore to give impact of transition to Ind AS 116. Integrated Annual Report 2020-21 Consolidated Financial Statements | 241 # Notes forming part of Consolidated Financial Statements Gross deferred tax assets and liabilities are as follows: |As at March 31, 2020|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | |Property, plant and equipment and intangible assets|279|134|145| |Provision for employee benefits|663|9|654| |Cash flow hedges|7|-|7| |Receivables, financial assets at amortised cost|387|(1)|388| |MAT credit entitlement|1,074|-|1,074| |Branch profit tax|-|284|(284)| |Undistributed earnings of subsidiaries|-|286|(286)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(483)|1|(484)| |Lease liabilities|342|(3)|345| |Others|559|69|490| |Total|2,828|779|2,049| Unrecognised deferred tax assets relate primarily to business losses and tax credit entitlements which do not qualify for recognition as per the applicable accounting standards. These unexpired business losses will expire based on the year of origination as follows: |March 31,|Unabsorbed business losses| |---|---| |2022|3| |2023|3| |2024|8| |2025|5| |2026|1| |Thereafter|-| Under the Income-tax Act, 1961, Tata Consultancy Services Limited is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Under the Income-tax Act, 1961, unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership. Deferred tax liability on temporary differences of `9,100 crore as at March 31, 2021, associated with investments in subsidiaries, has not been recognised, as it is the intention of Tata Consultancy Services Limited to reinvest the earnings of these subsidiaries for the foreseeable future. Integrated Annual Report 2020-21 Consolidated Financial Statements | 242 # Notes forming part of Consolidated Financial Statements # Direct tax contingencies The Company and its subsidiaries have ongoing disputes with income tax authorities in India and in some of the jurisdictions where they operate. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances and characterisation of fees for services received. The Company and its subsidiaries have contingent liability of `955 crore and `1,512 crore as at March 31, 2021 and 2020, respectively, in respect of tax demands which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants."
+"In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2021 and 2020, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2018 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2017 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2018 and earlier. # Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented. |Year ended|March 31, 2021|March 31, 2020| |---|---|---| |Profit for the year attributable to shareholders of the Company (` crore)|32,430|32,340| |Weighted average number of equity shares|374,01,10,733|375,23,84,706| |Basic and diluted earnings per share (`)|86.71|86.19| |Face value per equity share (`)|1|1| # Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. The Group has identified business segments ('industry vertical') as reportable segments. The business segments comprise: 1) Banking, Financial Services and Insurance, 2) Manufacturing, 3) Retail and Consumer Business, 4) Communication, Media and Technology and 5) Others such as Energy, Resources and Utilities, Life Sciences and Healthcare, s-Governance and Products. # Notes forming part of Consolidated Financial Statements Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment or manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. # Year ended March 31, 2020 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Media and Technology|Communication, Others|Total| |---|---|---|---|---|---|---| |Revenue from operations|61,095|16,468|26,280|25,978|27,128|1,56,949| |Segment result|16,950|4,445|6,870|7,703|6,141|42,109| Total unallocable expenses: 4,453 Operating income: 37,656 Other income: 4,592 Profit before tax: 42,248 Tax expense: 9,801 Profit for the year: 32,447 Depreciation and amortisation expense (unallocable): 3,529 # Year ended March 31, 2021 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Media and Technology|Communication, Others|Total| |---|---|---|---|---|---|---| |Revenue from operations|65,634|15,950|25,589|27,077|29,927|1,64,177| |Segment result|18,681|4,483|7,151|8,010|8,221|46,546| Total unallocable expenses*: 5,920 Operating income: 40,626 Other income: 3,134 Profit before tax: 43,760 Tax expense: 11,198 Profit for the year: 32,562 Depreciation and amortisation expense (unallocable): 4,065 # Significant non-cash items | |Banking|Manufacturing|Retail|Communication|Others|Total| |---|---|---|---|---|---|---| |Allocable|15|1|78|9|98|201| *Includes the provision towards legal claim of `1,218 crore. Refer note 20. # Geographical revenue |Geography|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Americas (1)|84,278|82,000| |Europe (2)|52,346|48,037| |India|8,449|8,964| |Others|19,104|17,948| Total: 1,64,177 # Notes forming part of Consolidated Financial Statements # Geographical non-current assets (property, plant and equipment, right-of-use assets, goodwill, other intangible assets, income tax assets and other non-current assets) are allocated based on the location of the assets. # Information regarding geographical non-current assets is as follows: |Geography|As at March 31, 2021|As at March 31, 2020| | |---|---|---|---| |Americas (3)|2,470|2,596| | |Europe (4)|4,018|3,382| | |India|17,901|18,920| | |Others|1,016|1,109| | |Total|Total|25,405|26,007| | # Capital commitments The Group has contractually committed (net of advances) `1,071 crore and `1,396 crore as at March 31, 2021 and 2020, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters: Refer note 17. - Indirect tax matters: The Company and its subsidiaries in India have ongoing disputes with Indian tax authorities mainly relating to treatment of characterisation and classification of certain items."
+"The Company and its subsidiaries have demands amounting to `556 crore and `517 crore as at March 31, 2021 and 2020, respectively, from various indirect tax authorities which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. - Other claims: Claims aggregating `194 crore and `211 crore as at March 31, 2021 and 2020, respectively, against the Group have not been acknowledged as debts. # Information about major customers No single customer represents 10% or more of the Group's total revenue for the years ended March 31, 2021 and 2020, respectively. Integrated Annual Report 2020-21 Consolidated Financial Statements | 245 # Notes forming part of Consolidated Financial Statements In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. In April 2016, the Company received an unfavourable jury verdict awarding damages of `6,900 crore (US $940 million) to Epic which was thereafter reduced by the Trial Court to `3,083 crore (US $420 million). Pursuant to reaffirmation of the District Court order in March 2019, the Company filed an appeal in the Appeals Court to fully set aside the Order. Epic also filed a cross appeal challenging the reduction by the District Court judge of `734 crore (US $100 million) award and `1,468 crore (US $200 million) in punitive damages. On August 20, 2020, the Appeals Court vacated the award of `2,055 crore (US $280 million) in punitive damages considering the award to be constitutionally excessive and remanded the case back to District Court with instructions to reassess and reduce the punitive damages award to at most `1,028 crore (US $140 million), affirmed the District Court's decision vacating the jury's award of `734 crore (US $100 million) in compensatory damages for alleged use of ""other confidential information"" by the Company, and affirmed the District Court's decision upholding the jury's award of `1,028 crore (US $140 million) in compensatory damages for use of the comparative analysis by the Company. The Company filed a petition for re-hearing of compensatory and punitive damages at the Appeals Court on September 3, 2020. Epic also filed for re-hearing that portion of the Appeals Court's decision that invalidated award of punitive damages. In November 2020, the petitions for re-hearing filed by the Company and Epic, respectively, were denied by the Appeals Court. The proceedings for assessing punitive damages have been remanded back to the District Court. Both the Company and Epic have filed their briefs at the District Court in relation to punitive damages. The matter is under consideration by the District Court. On April 8, 2021, Epic has approached the Supreme Court seeking review of the order of the Appeals Court vacating the award of `2,055 crore (US $280 million) towards punitive damages and remanding back to District Court with an instruction to reassess the punitive damages, to no more than `1,028 crore (US $140 million). The Company will continue to pursue all legal options available in the matter. Considering all the facts and various legal precedence, on a conservative and prudent basis, the Company has provided `1,218 crore (US $165 million) towards this legal claim in its statement of profit and loss for the year ended March 31, 2021. This has been presented as an ""exceptional item"" in the consolidated statement of profit and loss. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for `3,230 crore (US $440 million) as financial security in order to stay execution of the judgement pending post-appeal proceedings and conclusion. # Letter of comfort The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties."
+"# Notes forming part of Consolidated Financial Statements # 21) Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interests |Name of the entity|Country of incorporation|% of voting power as at March 31, 2021|% of voting power as at March 31, 2020|Net assets, i.e. total assets minus total liabilities (` crore)|Share in profit or loss As % of consolidated profit or loss|Amount|Share in other comprehensive income As % of other comprehensive income|Amount|Share in total comprehensive income As % of total comprehensive income|Amount| | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|80.20|74,794|86.46|30,960|(48.34)|73|87.03|31,033| |Subsidiaries (held directly)| | | | | | | | | | | | |APTOnline Limited|India|89.00|89.00|0.11|101|0.04|15|-|-|0.04|15| |MP Online Limited|India|89.00|89.00|0.11|104|0.04|16|-|-|0.04|16| |C-Edge Technologies Limited|India|51.00|51.00|0.30|277|0.20|72|-|-|0.20|72| |MahaOnline Limited|India|74.00|74.00|0.09|82|0.01|4|-|-|0.01|4| |TCS e-Serve International Limited|India|100.00|100.00|0.07|69|0.14|51|0.66|(1)|0.14|50| |TCS Foundation|India|100.00|100.00|1.17|1,088|0.26|93|-|-|0.26|93| |Diligenta Limited|U.K.|100.00|100.00|1.50|1,403|0.74|265|4.64|(7)|0.72|258| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|1.04|970|1.31|468|-|-|1.31|468| |Tata America International Corporation|U.S.A.|100.00|100.00|1.26|1,174|1.84|659|1.32|(2)|1.84|657| |Tata Consultancy Services Asia Pacific Pte Ltd.|Singapore|100.00|100.00|0.95|885|0.64|230|-|-|0.65|230| |Tata Consultancy Services Belgium|Belgium|100.00|100.00|0.55|511|0.47|167|-|-|0.47|167| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.74|692|0.60|216|6.62|(10)|0.58|206| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|3.01|2,811|0.96|344|-|-|0.96|344| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|0.81|758|0.42|152|-|-|0.43|152| |TCS FNS Pty Limited|Australia|100.00|100.00|0.16|145|0.22|77|-|-|0.22|77| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.70|1,588|1.07|384|-|-|1.08|384| |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.06|53|0.07|25|-|-|0.07|25| Integrated Annual Report 2020-21 Consolidated Financial Statements | 247 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2021|% of voting power as at March 31, 2020|Net assets, i.e. total assets minus total liabilities| |Share in profit or loss| |Share in other comprehensive income|Share in total comprehensive income| | | |---|---|---|---|---|---|---|---|---|---|---|---| |CMC Americas, Inc.|U.S.A.|-|100.00|-|-|0.08|30|-|-|0.08|30| |Tata Consultancy Services Qatar S.S.C.|Qatar|100.00|100.00|0.03|31|-|-|-|-|-|-| |W12 Studios Limited|U.K.|100.00|100.00|0.03|28|-|-|-|-|-|-| |Tata Consultancy Services Ireland Limited|Ireland|100.00|-|0.25|230|0.04|14|-|-|0.04|14| |Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)|Subsidiaries (held indirectly)| | | | | | | | | | | | |TCS e-Serve America, Inc.|U.S.A.|100.00|100.00|-|2|0.04|16|-|-|0.04|16| |Tata Consultancy Services (China) Co., Ltd.|China|93.20|93.20|0.25|230|0.15|52|-|-|0.15|52| |Tata Consultancy Services Japan, Ltd.|Japan|66.00|66.00|1.52|1,422|0.65|231|-|-|0.65|231| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.10|94|0.08|27|-|-|0.08|27| |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|29|0.03|12|-|-|0.03|12| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.11|98|0.01|3|(0.66)|1|0.01|4| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.02|15|0.03|10|-|-|0.03|10| |TCS Italia s.r.l.|Italy|100.00|100.00|0.06|58|0.07|26|-|-|0.07|26| |Tata Consultancy Services Luxembourg S.A.|Capellen (G.D. de Luxembourg)|100.00|100.00|0.12|110|0.15|53|-|-|0.15|53| |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.58|545|0.69|248|4.64|(7)|0.68|241| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|0.01|5|-|-|-|-|-|-| |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00|0.01|6|-|-|-|-|-|-| |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00|0.06|53|0.03|11|-|-|0.03|11| |Tata Consultancy Services (Portugal) Unipessoal, Limitada|Portugal|100.00|100.00|0.01|5|0.01|5|-|-|0.01|5| # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2021|% of voting power as at March 31, 2020|Net assets, i.e. total assets minus total liabilities (` crore)|Share in profit or loss As % of consolidated profit or loss|Amount (` crore)|Share in other comprehensive income As % of total comprehensive income|Amount (` crore)|Share in total comprehensive income As % of total comprehensive income|Amount (` crore)| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services France|France|100.00|100.00|(0.46)| |(0.03)|(432)| | |(0.04)|(9)|2.65|(4)|(0.04)|(13)| |Tata Consultancy Services Saudi Arabia|Saudi Arabia|76.00|76.00|0.29| |0.08|271|(0.66)|(1)|0.08|28| | | | | |TCS Business Services GmbH|Germany|100.00|100.00|(0.03)| |(0.01)|(28)|16.56|(25)|(0.08)|(28)| | | | | |Postbank Systems AG|Germany|100.00|-|(0.02)| |(0.14)|(21)|106.62|(161)|(0.59)|(212)| | | | | |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.09|0.09|85| |-|-|0.10|34| | | | | |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.04| |0.03|37|-|-|0.03|9| | | | | |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.09| |0.11|81|-|-|0.11|40| | | | | |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.37| |0.33|342|-|-|0.33|119| | | | | |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.10| |0.83|96|-|-|0.83|296| | | | | |Tata Consultancy Services Argentina S.A.|Argentina|100.00|100.00|-| |(0.01)|2|-|-|(0.01)|(2)| | | | | |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.21| |0.20|200|-|-|0.20|71| | | | | |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|1.08| |0.68|1,004|4.64|(7)|0.66|237| | | | | |MGDC S.C.|Mexico|100.00|100.00|0.06| |0.12|57|1.31|(2)|0.12|42| | | | | |TCS Inversiones Chile Limitada|Chile|100.00|100.00|0.35| |0.01|327|-|-|0.01|2| | | | | |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.42| |(0.01)|393|-|-|(0.01)|(2)| | | | | |Technology Outsourcing S.A.C.|Peru|-|100.00|-| |(0.02)|-|-|-|(0.02)|(7)| | | | | |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.11| |0.13|103|-|-|0.13|45| | | | | |Trusts|India|-|-|0.28| |0.06|277|-|-|0.05|14| | | | | |TOTAL| | | |100.00| |93,260|100.00|35,807|100.00|(151)|100.00|35,656| | | | |a) Adjustments arising out of consolidation| | | | | | | | | | | | | | | | | | | | | |(6,152)| | | | | | | | | | | | | | | | | | |(3,245)| | | | | | | | | | | | | | | | | | |612| | | | | | | | | | | | | | | | | | |(2,632)| | | | | # Notes forming part of Consolidated Financial Statements File: AR_TCS_2020_2021.md |Name of the entity|Country of incorporation|% of voting power as at March 31, 2021|% of voting power as at March 31, 2020|Net assets, i.e."
+"total assets minus total liabilities (` crore)|Share in profit or loss As % of consolidated profit or loss|Amount (` crore)|Share in other comprehensive income As % of total comprehensive income|Amount (` crore)|Share in total comprehensive income As % of total comprehensive income|Amount (` crore)| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Indian subsidiaries|APTOnline Limited| | |(11)| |(2)| | |-|(2)|-|(2)|-|(2)| | |MP Online Limited| | | |(11)| |(2)| | |-|(2)|-|(2)|-|(2)| | |C-Edge Technologies Limited| | | |(136)| |(40)|-|(40)|-|(40)|-|(40)| | | | |MahaOnline Limited| | | |(21)| |(2)| | |-|(2)|-|(2)|-|(2)| | |Foreign subsidiaries|Tata Consultancy Services (China) Co., Ltd.| | |(16)| |(4)| | |-|(4)|-|(4)|-|(4)| | |Tata Consultancy Services Japan, Ltd.| | | |(480)| |(82)| |23| | |(59)|23|(59)|23|(59)| |TOTAL| | | |86.433| |32,430| |484| | |32,915| | | | | # Notes: 1. CMC Americas, Inc. was liquidated w.e.f. December 16, 2020. 2. Tata Consultancy Services Ireland Limited was incorporated on December 2, 2020. 3. Tata Consultancy Services France SA was renamed as Tata Consultancy Services France. 4. Equity stake in Postbank Systems AG acquired w.e.f. January 1, 2021. 5. Equity stake in Technology Outsourcing S.A.C. was sold on December 1, 2020. Integrated Annual Report 2020-21 Consolidated Financial Statements | 250 # Notes forming part of Consolidated Financial Statements # 22) Related party transactions The Company's principal related parties consist of its holding company Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Refer note 21 for list of subsidiaries of the Company. Transactions and balances with its own subsidiaries are eliminated on consolidation."
+"# Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue from operations|35|609|2,205|-|2,849| |Purchases of goods and services (including reimbursements)|1|475|361|-|837| |Brand equity contribution|180|-|-|-|180| |Facility expenses|-|20|42|-|62| |Lease rental|1|36|45|-|82| # Year ended March 31, 2021 | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|2|-|-|2| |Contribution and advance to post employment benefit plans|-|-|-|5,913|5,913| |Purchase of property, plant and equipment|-|3|88|-|91| |Loans and advances given|-|1|6|-|7| |Loans and advances recovered|-|1|10|-|11| |Advances taken|-|1|5|-|6| |Dividend paid|7,817|4|3|-|7,824| |Buy-back of shares|9,998|4|-|-|10,002| Integrated Annual Report 2020-21 Consolidated Financial Statements | 251 # Notes forming part of Consolidated Financial Statements # (` crore) # Year ended March 31, 2020 |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| |Total| |---|---|---|---|---|---| |Revenue from operations|31|432|2,193|-|2,656| |Purchases of goods and services (including reimbursements)|1|556|457|-|1,014| |Brand equity contribution|162|-|-|-|162| |Facility expenses|-|3|1|-|4| |Lease rental|2|68|26|-|96| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|1|-|-|-|1| |Contribution and advance to post employment benefit plans|-|-|-|2,684|2,684| |Purchase of property, plant and equipment|-|219|110|-|329| |Loans and advances given|-|4|85|-|89| |Loans and advances recovered|-|3|30|-|33| |Dividend paid|22,971|9|-|-|22,980| # Balances receivable from related parties are as follows: # (` crore) # As at March 31, 2021 |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| | |---|---|---|---|---|---| |Trade receivables, unbilled receivables and contract assets|8|260|714|-|982| |Loans, other financial assets and other assets|9|27|62|-|98| | |17|287|776|-|1,080| # As at March 31, 2020 |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| |Total| |---|---|---|---|---|---| |Trade receivables, unbilled receivables and contract assets|4|246|681|-|931| |Loans, other financial assets and other assets|10|30|65|-|105| | |14|276|746|-|1,036| # Notes forming part of Consolidated Financial Statements # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties|Total| |---|---|---|---|---|---| |As at March 31, 2021|175|299|394|-|868| # Material related party transactions are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| | | | | |---|---|---|---|---|---|---| |Revenue from operations| | | |Jaguar Land Rover Limited|1,093|1,142| | | | | |Tata Steel IJmuiden BV|452|351| # Material related party balances are as follows: | | |As at March 31, 2021|As at March 31, 2020| | | |---|---|---|---|---|---| |Trade receivables, unbilled receivables and contract assets| | |Jaguar Land Rover Limited|290|209| # Transactions with key management personnel are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| | | | | |---|---|---|---|---|---|---| | | | | |Short-term benefits|43|28| | | | | |Dividend paid during the year|1|2| | |Total| | | |44|30| # Integrated Annual Report 2020-21 # Consolidated Financial Statements | 253 # Notes forming part of Consolidated Financial Statements The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. 23) The sitting fees and commission paid to non-executive directors is `10 crore and `9 crore as at March 31, 2021 and 2020, respectively. 24) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company and its Indian subsidiaries will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. March 31, 2020 include an amount of `18.00 per equity share towards final dividend for the year ended March 31, 2019 and an amount of `67.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2020. Dividends declared by the Company are based on profits available for distribution."
+"On April 12, 2021, the Board of Directors of the Company have proposed a final dividend of `15.00 per share in respect of the year ended March 31, 2021 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `5,549 crore. As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director 25) Dividends Dividends paid during the year ended March 31, 2021 include an amount of `6.00 per equity share towards final dividend for the year ended March 31, 2020 and an amount of `23.00 per equity share towards interim dividends for the year ended March 31, 2021. Dividends paid during the year ended Bengaluru, April 12, 2021 Mumbai, April 12, 2021 Amit Somani Partner Membership No: 060154 V Ramakrishnan CFO Rajendra Moholkar Company Secretary Integrated Annual Report 2020-21 Consolidated Financial Statements | 254 # Independent Auditors' Report # Basis for Opinion To the Members of Tata Consultancy Services Limited We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements. # Opinion We have audited the standalone financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Company""), which comprise the Standalone Balance Sheet as at 31 March 2021, and the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ""the standalone financial statements""). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (""the Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Integrated Annual Report 2020-21 Standalone Financial Statements | 255 # Description of Key Audit Matters |Key audit matters|How our audit addressed the key audit matter| |---|---| |Revenue recognition- Fixed price contracts|- These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Company; and - At year-end, significant amount of work in progress (Contract assets), related to these contracts are recognised on the balance sheet. | The Company inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Company's estimate of contract costs (Refer Note 4(a) and Note 10 to the standalone financial statements)."
+"We identified revenue recognition of fixed price contracts as a Key Audit Matter since - - There is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems; - Application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates mainly in identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; Our audit procedures included the following: - Obtained an understanding of the systems, processes and controls implemented by the Company for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances. - Including involvement of our Information technology ('IT') specialists, as required: - - Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised; - Tested the IT controls over appropriateness of cost and revenue reports generated by the system; - Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/changes to costs incurred; and - Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects. We: Integrated Annual Report 2020-21 Standalone Financial Statements | 256 # Key audit matters # Evaluation of key tax matters The Company operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing and indirect tax matters. These involve significant judgment by the Company to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the standalone financial statements. Refer Note 4(e) and Note 19 to the standalone financial statements. # How our audit addressed the key audit matter Our audit procedures included the following: - understood, assessed and tested the design, implementation and operating effectiveness of key controls over taxes; - Obtained an understanding of key tax matters; - The audit team, along with our internal tax experts - The Company has ongoing legal proceedings with Epic Systems Corporation (referred to as Epic), for alleged unauthorised access to and download of Epic's confidential information and use thereof in the development of the Company's product MedMantra. The Company in the current year has recorded a provision of `1,218 crore (US $165 million) towards this legal claim in its 'Standalone Statement of Profit and Loss'. This has been presented as an ""exceptional item"" in the Standalone Statement of Profit and Loss. Due to the complexity involved in this litigation, the Company applied judgement in measuring and recognizing provision towards the legal claim. This process involved an evaluation based on judicial precedents and views shared by the lawyers (external and internal) of the Company and detailed deliberations with the Company's senior management. Accordingly, it has been considered as a key audit matter. # Assessment of provision towards legal claim Refer to Note 4(f) to the standalone financial statements - ""Use of estimates and judgements - Provisions and contingent liabilities"" and Note 19 to the standalone financial statements - ""Commitments and contingencies"". # How our audit addressed the key audit matter Our audit procedures included the following: - obtained management assessment on the litigation along with the communications made to the Board of Directors and regulators; # Other Information The Board of Directors is also responsible for a true and fair view of the state of affairs, profit/loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act."
+"This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. # Auditor's Responsibilities for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. # Management's and Board of Directors' Responsibility for the Standalone Financial Statements The Company's management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view. our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls. - Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditors' Report) Order, 2016 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. (A) As required by Section 143(3) of the Act, we report that: - (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. Integrated Annual Report 2020-21 Standalone Financial Statements | 259 # Report of the Auditors (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account."
+"(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. (e) On the basis of the written representations received from the directors as on 31 March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". (B) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: - i. The Company has disclosed the impact of pending litigations as at 31 March 2021 on its financial position in its standalone financial statements - Refer Note 19 to the standalone financial statements; - ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; - iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Bengaluru 12 April 2021 Membership No: 060154 UDIN: 21060154AAAAAU5511 # Annexure A to the Independent Auditors' report on the standalone financial statements of Tata Consultancy Services Limited for the year ended 31 March 2021 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified during the year and no material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company. # (ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material. # (iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company. # (iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to the loans given, investments made, guarantees and securities given. # (v) The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder. # (vi) The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act for any of the services rendered by the Company."
+"# (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income-tax, Goods and Services tax, duty of Customs, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund were outstanding at the year-end. # Integrated Annual Report 2020-21 # Standalone Financial Statements |Name of the Statute|Nature of the Dues|Amount (` in crores)**|Period|Forum where dispute is pending| |---|---|---|---|---| |Employees' State Insurance, Income-tax, Goods and Services tax, duty of Customs, Cess and other material statutory dues|in arrears| |as at 31 March 2021, for a period of more than six months from the date they became payable.| | |Income-tax Act, 1961|Income-tax|1,222|Assessment Year - 2007-08, 2011-12, 2015-16|Commissioner of Income Tax (Appeals)| |The Finance Act, 1994|Service tax|-*|Financial Year - 2002-2003, 2003-2004, 2004-2005|Commissioner Appeals| File: AR_TCS_2020_2021.md |The Central Sales Tax Act, 1956 and Value Added Tax Act|Sales tax and VAT|218|Financial Year - 1994-1995, 2004-2005, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|High Court| |Goods and Service Tax Act|GST|19|Financial Year - 2019-20, 2020-21|Commissioner Appeals| *Indicates amount less than `0.50 crore **These amounts are net of amount paid/ adjusted under protest `767 Crores # Integrated Annual Report 2020-21 # Standalone Financial Statements # (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company did not have any outstanding loans or borrowings from financial institutions or Government and there are no dues to debenture holders during the year. # (ix) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company. # (x) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year. # (xi) In our opinion and according to the information and explanations given to us and based on examination of the records of the Company, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. # (xii) According to the information and explanations given to us, in our opinion, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company. # (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards. # (xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company. # (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. # (xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Bengaluru Membership No: 060154 12 April 2021 UDIN: 21060154AAAAAU5511 # Annexure B to the Independent Auditors' Report on the standalone financial statements of Tata Consultancy Services Limited for the year ended 31 March 2021 # Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 Management's Responsibility for Internal Financial Controls The Company's management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as ""the Act""). # Opinion We have audited the internal financial controls with reference to standalone financial statements of Tata Consultancy Services Limited (""the Company"") as of 31 March 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2021, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls. # Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements based on our audit. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Integrated Annual Report 2020-21 Standalone Financial Statements | 264 # Audit Opinion on the Company's Internal Financial Controls with Reference to Standalone Financial Statements A company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Bengaluru Membership No: 060154 12 April 2021 UDIN: 21060154AAAAAU5511 Integrated Annual Report 2020-21 Standalone Financial Statements | 265 # Standalone Balance Sheet |Note|As at March 31, 2021|As at March 31, 2020| |---|---|---| |ASSETS|ASSETS|ASSETS| |Non-current assets|Non-current assets|Non-current assets| |Property, plant and equipment|9,821|9,835| |Capital work-in-progress|861|781| |Right-of-use assets|5,876|6,048| |Intangible assets|362|239| |Financial assets|Financial assets|Financial assets| |Investments|2,405|2,189| |Trade receivables|55|74| |Unbilled receivables|260|324| |Loans|2|2| |Other financial assets|645|624| |Current assets|Current assets|Current assets| |Inventories|7|5| |Investments|28,324|25,686| |Trade receivables|25,222|28,660| |Unbilled receivables|5,399|4,763| |Cash and cash equivalents|1,112|3,852| |Other balances with banks|2,030|972| |Loans|10,486|7,270| |Other financial assets|1,363|1,448| |Other assets|9,217|6,538| |Income tax assets (net)|1,501|2,020| |Deferred tax assets (net)|3,160|2,219| |Total current assets|83,160|79,194| |Total non-current assets|26,221|25,781| |TOTAL ASSETS|TOTAL ASSETS|TOTAL ASSETS| |1,09,381|1,09,381|1,04,975| |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| |Equity|Equity|Equity| |Share capital|370|375| |Other equity|74,424|73,993| |Total equity|74,794|74,368| # Standalone Balance Sheet |Note|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Liabilities|Liabilities|Liabilities| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |Financial liabilities| | | |Lease liabilities|5,077|5,262| |Other financial liabilities|228|237| |Unearned and deferred revenue|284|644| |Employee benefit obligations|108|91| |Deferred tax liabilities (net)|365|347| |Total non-current liabilities|6,062|6,581| |Current liabilities|Current liabilities|Current liabilities| |Financial liabilities| | | |Lease liabilities|835|848| |Trade payables| | | |Dues of small enterprises and micro enterprises|-|-| |Dues of creditors other than small enterprises and micro enterprises|7,962|8,734| |Other financial liabilities|4,473|4,694| |Unearned and deferred revenue|2,877|2,271| |Other liabilities|2,720|2,048| |Provisions|1,350|235| |Employee benefit obligations|2,598|2,057| |Income tax liabilities (net)|5,710|3,139| |Total current liabilities|28,525|24,026| |Total equity and liabilities|1,09,381|1,04,975| NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director COO and Executive Director Firm's registration no: 101248W/W-100022 Amit Somani V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 060154 Bengaluru, April 12, 2021 Mumbai, April 12, 2021 Integrated Annual Report 2020-21 Standalone Financial Statements | 267 # Standalone Statement of Profit and Loss |Note|Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Revenue from operations|1,35,963|1,31,306| |Other income|5,400|8,082| |TOTAL INCOME|1,41,363|1,39,388| # Expenses |Employee benefit expenses|69,046|64,906| |---|---|---| |Cost of equipment and software licences|1,230|1,596| |Finance costs|537|743| |Depreciation and amortisation expense|3,053|2,701| |Other expenses|25,377|27,451| |TOTAL EXPENSES|99,243|97,397| # Profit Before Exceptional Item and Tax |PROFIT BEFORE EXCEPTIONAL ITEM AND TAX|42,120|41,991| |---|---|---| |Exceptional item| | | |Provision towards legal claim|1,218|-| |PROFIT BEFORE TAX|40,902|41,991| # Tax Expense |Current tax|10,300|9,012| |---|---|---| |Deferred tax|(358)|(281)| |TOTAL TAX EXPENSE|9,942|8,731| # Profit for the Year PROFIT FOR THE YEAR 30,960 33,260 # Other Comprehensive Income (OCI) |Items that will not be reclassified subsequently to profit or loss| | | |---|---|---| |Remeasurement of defined employee benefit plans|(16)|(409)| |Income tax on items that will not be reclassified subsequently to profit or loss|3|86| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)|73|174| # Total Comprehensive Income for the Year TOTAL COMPREHENSIVE INCOME FOR THE YEAR 31,033 33,434 # Earnings per Equity Share |Earnings per equity share:- Basic and diluted (`)|82.78|88.64| |---|---|---| |Weighted average number of equity shares|374,01,10,733|375,23,84,706| # Notes Forming Part of Standalone Financial Statements As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director Firm's registration no: 101248W/W-100022 Amit Somani V Ramakrishnan Rajendra Moholkar CFO Company Secretary Bengaluru, April 12, 2021 Mumbai, April 12, 2021 # Standalone Statement of Changes in Equity # A. EQUITY SHARE CAPITAL | |Balance as at April 1, 2019|Changes in equity share capital during the year|Balance as at March 31, 2020| |---|---|---|---| |(` crore)|375|-|375| | |Balance as at April 1, 2020|Changes in equity share capital during the year1|Balance as at March 31, 2021| |(` crore)|375|(5)|370| 1 Refer note 6(m). # B."
+"OTHER EQUITY | | |Reserves and surplus| | | |Items of other comprehensive income| |Total Equity| |---|---|---|---|---|---|---|---|---| |Capital reserve*|Capital redemption reserve|Special Economic Zone re-investment reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Intrinsic value|Time value| | |Balance as at April 1, 2019|-|8|994|77,159|258|134|(30)|78,523| |Transition impact of Ind AS 116, net of tax|-|-|-|(330)|-|-|-|(330)| |Restated balance as at April 1, 2019|-|8|994|76,829|258|134|(30)|78,193| |Profit for the year|-|-|-|33,260|-|-|-|33,260| |Other comprehensive income / (losses)|-|-|-|(323)|624|(89)|(38)|174| |Total comprehensive income|-|-|-|32,937|624|(89)|(38)|33,434| |Dividend (including tax on dividend of `5,738 crore)|-|-|-|(37,634)|-|-|-|(37,634)| |Transfer to Special Economic Zone re-investment reserve|-|-|2,947|(2,947)|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|(2,347)|2,347|-|-|-|-| |Balance as at March 31, 2020|-|8|1,594|71,532|882|45|(68)|73,993| Integrated Annual Report 2020-21 Standalone Financial Statements | 269 # Standalone Statement of Changes in Equity |(` crore)| |Reserves and surplus| | | |Items of other comprehensive income| |Total Equity| |---|---|---|---|---|---|---|---|---| |Capital reserve*|Capital redemption reserve|Special Economic Zone re-investment reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Intrinsic value|Time value| | |Balance as at April 1, 2020|-|8|1,594|71,532|882|45|(68)|73,993| |Profit for the year|-|-|-|30,960|-|-|-|30,960| |Other comprehensive income / (losses)|-|-|-|(13)|34|11|41|73| |Total comprehensive income|-|-|-|30,947|34|11|41|31,033| |Dividend|-|-|-|(10,850)|-|-|-|(10,850)| |Expenses for buy-back of equity shares1|-|-|-|(31)|-|-|-|(31)| |Tax on buy-back of equity shares1|-|-|-|(3,726)|-|-|-|(3,726)| |Buy-back of equity shares1|-|5|-|(16,000)|-|-|-|(15,995)| |Transfer to Special Economic Zone re-investment reserve|-|-|5,058|(5,058)|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|(4,114)|4,114|-|-|-|-| |Balance as at March 31, 2021|-|13|2,538|70,928|916|56|(27)|74,424| *Represents values less than `0.50 crore. 1Refer Note 6(m). Integrated Annual Report 2020-21 Standalone Financial Statements | 270 # Standalone Statement of Changes in Equity # Nature and purpose of reserves # a. Capital reserve The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. # b. Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # c. Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # d. Retained earnings This reserve represents undistributed accumulated earnings of the Company as on the balance sheet date. # e. Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # f. Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Bengaluru, April 12, 2021 Integrated Annual Report 2020-21 For and on behalf of the Board Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director V Ramakrishnan Rajendra Moholkar CFO Company Secretary Mumbai, April 12, 2021 Standalone Financial Statements | 271 # Standalone Statement of Cash Flows | |Year ended March 31, 2021|Year ended March 31, 2021|Year ended March 31, 2020|Year ended March 31, 2020| |---|---|---| | |(` crore)|(` crore)|(` crore)|(` crore)| |CASH FLOWS FROM OPERATING ACTIVITIES| | | | | |Profit for the year|30,960|33,260| | | |Adjustments to reconcile profit and loss to net cash provided by operating activities| | | | | |Depreciation and amortisation expense|3,053|2,701| | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|185|132| | | |Provision towards legal claim (Refer note 19)|1,218|-| | | |Tax expense|9,942|8,731| | | |Net gain on lease modification|(89)|(4)| | | |Unrealised foreign exchange gain|(20)|(130)| | | |Net gain on disposal of property, plant and equipment|(19)|(50)| | | |Net gain on investments|(193)|(197)| | | |Interest income|(2,383)|(3,197)| | | |Dividend income (Including exchange impact)|(2,211)|(3,995)| | | |Finance costs|537|743| | | |Realised foreign exchange gain on proceeds from liquidation of wholly owned subsidiary (Refer note 6(a))|(5)|-| | | |Operating profit before working capital changes|40,975|37,994| | | |Net change in| | | | | |Inventories|(3)|5| | | |Trade receivables|3,282|(4,736)| | | |Unbilled receivables|(572)|(311)| | | |Loans and other financial assets|(54)|(72)| | | |Other assets|(2,432)|(3,072)| | | |Trade payables|(771)|1,042| | | |Unearned and deferred revenue|246|449| | | |Other financial liabilities|(171)|1,183| | | |Other liabilities and provisions|1,127|487| | | |Cash generated from operations|41,627|32,969| | | |Taxes paid (net of refunds)|(7,805)|(6,366)| | | |Net cash generated from operating activities|33,822|26,603| | | |CASH FLOWS FROM INVESTING ACTIVITIES| | | | | |Bank deposits placed|(5,678)|(6,999)| | | |Inter-corporate deposits placed|(20,139)|(13,694)| | | |Purchase of investments|(51,822)|(77,191)| | | |Payment for purchase of property, plant and equipment|(2,071)|(1,951)| | | |Payment including advances for acquiring right-of-use assets|(101)|(519)| | | |Payment for purchase of intangible assets|(242)|(172)| | | |Payment towards subscription of shares in wholly owned subsidiary (Refer note 6(a))|(224)|-| | | |Proceeds from bank deposits|4,617|11,612| | | |Proceeds from inter-corporate deposits|16,892|13,400| | | |Proceeds from disposal / redemption of investments|49,333|80,865| | | |Proceeds from disposal of property, plant and equipment|31|130| | | # Standalone Statement of Cash Flows | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Proceeds from liquidation of wholly owned subsidiary (Refer note 6(a))|12|-| |Interest received|2,605|3,353| |Dividend received from subsidiaries|2,211|3,995| |Net cash generated from / (used in) investing activities|(4,576)|12,829| |CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES| |Repayment of lease liabilities|(879)|(668)| |Interest paid|(537)|(743)| |Dividend paid (including tax on dividend in previous year)|(10,850)|(37,634)| |Transfer of funds to buy-back escrow account|(160)|-| |Transfer of funds from buy-back escrow account|160|-| |Expenses for buy-back of equity shares (Refer note 6(m))|(31)|-| |Tax on buy-back of equity shares (Refer note 6(m))|(3,726)|-| |Buy-back of equity shares (Refer note 6(m))|(16,000)|-| |Net cash used in financing activities|(32,023)|(39,045)| |Net change in cash and cash equivalents|(2,777)|387| |Cash and cash equivalents at the beginning of the year|3,852|3,327| |Exchange difference on translation of foreign currency cash and cash equivalents|37|138| |Cash and cash equivalents at the end of the year (Refer note 6(c))|1,112|3,852| NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Firm's registration no: 101248W/W-100022 Amit Somani V Ramakrishnan Rajendra Moholkar Partner CFO Company Secretary Membership No: 060154 Bengaluru, April 12, 2021 Mumbai, April 12, 2021 # Notes forming part of Standalone Financial Statements # 1) Corporate information Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides IT services, consulting and business solutions and has been partnering with many of the world's largest businesses in their transformation journeys. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2021, Tata Sons Private Limited, the holding company owned 72.16% of the Company's equity share capital."
+"The Board of Directors approved the standalone financial statements for the year ended March 31, 2021 and authorised for issue on April 12, 2021. # 2) Statement of compliance These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") as prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These standalone financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Company has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. The Company considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. These standalone financial statements have been prepared in Indian Rupee (`) which is the functional currency of the Company. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The significant accounting policies used in preparation of the standalone financial statements have been discussed in the respective notes. # Notes forming part of Standalone Financial Statements # 4) Use of estimates and judgements The preparation of the standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the standalone financial statements and the reported amounts of income and expense for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Company uses the following critical accounting estimates in preparation of its standalone financial statements: # (a) Revenue recognition Revenue for fixed-price contract is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation. # (b) Useful lives of property, plant and equipment The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # (c) Impairment of investments in subsidiaries The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss. # (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model."
+"The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # (e) Provision for income tax and deferred tax assets The Company uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # (f) Provisions and contingent liabilities File: AR_TCS_2020_2021.md The Company estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be. # Notes forming part of Standalone Financial Statements required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Company uses significant judgements to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the standalone financial statements. # (g) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Company to use assumptions. These assumptions have been explained under employee benefits note. # (h) Leases The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # (i) Impact of COVID-19 (pandemic) The Company has taken into account all the possible impacts of COVID-19 in preparation of these standalone financial statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes in cost budgets of fixed price contracts, impact on leases and impact on effectiveness of its hedges. The Company has carried out this assessment based on available internal and external sources of information up to the date of approval of these standalone financial statements and believes that the impact of COVID-19 is not material to these financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the standalone financial statements may differ from that estimated as at the date of approval of these standalone financial statements owing to the nature and duration of COVID-19. Standalone Financial Statements | 276 # Recent pronouncements On March 24, 2021, the Ministry of Corporate Affairs (""MCA"") through a notification, amended Schedule III of the Companies Act, 2013."
+"The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are: # Balance Sheet: - Lease liabilities should be separately disclosed under the head 'financial liabilities', duly distinguished as current or non-current. - Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period. - Specified format for disclosure of shareholding of promoters. - Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under development. - If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used. - Specific disclosure under 'additional regulatory requirement' such as compliance with approved schemes of arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc. # Statement of profit and loss: - Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head 'additional information' in the notes forming part of the standalone financial statements. The amendments are extensive and the Company will evaluate the same to give effect to them as required by law. # Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. # Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Notes forming part of Standalone Financial Statements # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Investment in subsidiaries Investment in subsidiaries are measured at cost less impairment loss, if any. Financial liabilities are measured at amortised cost using the effective interest method."
+"# Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost. # Derivative accounting # Instruments in hedging relationship The Company designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company. The hedge instruments are designated and documented as hedges at the inception of the contract. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception. Integrated Annual Report 2020-21 Standalone Financial Statements | 278 # Notes forming part of Standalone Financial Statements and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the time value and intrinsic value of an option is recognised in the statement of other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects the profit and loss. Any gain or loss is recognised immediately in statement of profit and loss when the hedge becomes ineffective. # Impairment of financial assets (other than at fair value) The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # Instruments not in hedging relationship The Company enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in statement of profit and loss."
+"Integrated Annual Report 2020-21 Standalone Financial Statements | 279 # Notes forming part of Standalone Financial Statements # (a) Investments Investments consist of the following: # Investments - Non-current | | | |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---|---|---|---| |Investment in subsidiaries|Fully paid equity shares (unquoted)|2,405|2,189| | | |Investments designated at fair value through OCI|Fully paid equity shares (unquoted)|Taj Air Limited|19|19| | |Less: Impairment in value of investments| |(19)|(19)| | | | | |2,405|2,189| | | # Investments - Current |(` crore)|As at March 31, 2021|As at March 31, 2020| | |---|---|---|---| |Investments carried at fair value through profit or loss|Mutual fund units (quoted)|4,068|1,264| |Investments carried at fair value through OCI|Government bonds and securities (quoted)|23,670|24,290| |Corporate bonds (quoted)|450|132| | |Investments carried at amortised cost|Commercial papers (quoted)|136|-| | |28,324|25,686| | Government bonds and securities includes bonds pledged with bank for credit facility amounting to `1,650 crore and NIL as at March 31, 2021 and 2020, respectively. # Aggregate value of quoted and unquoted investments is as follows: |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Aggregate value of quoted investments|28,324|25,686| |Aggregate value of unquoted investments (net of impairment)|2,405|2,189| |Aggregate market value of quoted investments|28,324|25,686| |Aggregate value of impairment of investments|19|19| # Market value of quoted investments carried at amortised cost is as follows: |(` crore)|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Commercial Paper|136|-| # Carrying value of investment in equity instruments is as follows: |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2021|As at March 31, 2020| |---|---|---|---|---|---| |212,27,83,424|UYU|1|TCS Iberoamerica SA|461|461| |15,75,300|INR|10|APTOnline Limited|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium|1|1| |66,000|EUR|1,000|Tata Consultancy Services Netherlands BV|403|403| # Notes forming part of Standalone Financial Statements |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2021|As at March 31, 2020| |---|---|---|---|---|---| |1,000|SEK|100|Tata Consultancy Services Sverige AB|19|19| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|2|2| |20,000|USD|10|Tata America International Corporation|453|453| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|19|19| |3,72,58,815|AUD|1|TCS FNS Pty Limited|212|212| |10,00,001|GBP|1|Diligenta Limited|429|429| |1,000|USD|-|Tata Consultancy Services Canada Inc.*|-|-| |100|CAD|70,653.61|Tata Consultancy Services Canada Inc.|31|31| |51,00,000|INR|10|C-Edge Technologies Limited|5|5| |8,90,000|INR|10|MP Online Limited|1|1| |1,40,00,000|ZAR|1|Tata Consultancy Services (Africa) (PTY) Ltd.|66|66| |18,89,005|INR|10|MahaOnline Limited|2|2| |-|QAR|-|Tata Consultancy Services Qatar S.S.C.|2|2| # Integrated Annual Report 2020-21 |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2021|As at March 31, 2020| |---|---|---|---|---|---| |16,00,01,000|USD|0.01|CMC Americas, Inc.1|-|8| |10,00,000|INR|100|TCS e-Serve International Limited|10|10| |1,00,500|GBP|0.00001|W12 Studios Limited|66|66| |2,50,00,000|EUR|1|Tata Consultancy Services Ireland Limited2|224|-| |10,00,000|INR|10|TCS Foundation|-|-| # Equity instruments designated at fair value through OCI |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2021|As at March 31, 2020| |---|---|---|---|---|---| |1,90,00,000|INR|10|Taj Air Limited|19|19| | | | |Less : Impairment in value of investments|(19)|(19)| | | | | |-|-| # Notes: 1. CMC Americas, Inc., a wholly owned subsidiary of the Company incorporated in USA, was liquidated w.e.f. December 16, 2020. 2. The Company incorporated a wholly owned subsidiary, Tata Consultancy Services Ireland Limited in Ireland on December 2, 2020. Standalone Financial Statements | 281 # Notes forming part of Standalone Financial Statements # The movement in fair value of investments carried / designated at fair value through OCI is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|882|258| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|51|972| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(17)|(340)| |Net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|(14)| |Deferred tax relating to net cumulative (gain) / loss reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|-|6| |Balance at the end of the year|916|882| # (b) Trade receivables Trade receivables (unsecured) consist of the following: # Trade receivables - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Trade receivables|787|656| |Less: Allowance for doubtful trade receivables|(732)|(582)| |Considered good|55|74| # Trade receivables - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Trade receivables|25,361|28,822| |Less: Allowance for doubtful trade receivables|(183)|(227)| |Considered good|25,178|28,595| |Trade receivables|211|194| |Less: Allowance for doubtful trade receivables|(167)|(129)| |Credit impaired|44|65| | |25,222|28,660| Above balances of trade receivables include balances with related parties (Refer note 21)."
+"# (c) Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Balances with banks| | | |In current accounts|1,032|3,848| |In deposit accounts|77|4| |Cheques on hand*|-|-| |Cash on hand*|-|-| |Remittances in transit|3|-| | |1,112|3,852| *Represents value less than `0.50 crore. # Notes forming part of Standalone Financial Statements # (d) Other balances with banks Other balances with banks consist of the following: | |As at March 31, 2021|As at March 31, 2020| | | | | |---|---|---|---|---|---|---| |Other balances with banks| | | | |(` crore)|(` crore)| |Earmarked balances with banks|182|185| | | | | |Short-term bank deposits|1,848|787| | | | | | |2,030|972| | | | | | |Credit impaired Loans and advances to employees| | |15|14| | |Less: Allowance on loans and advances to employees| | | |(15)|(14)| | | | | | |10,486|7,270| | Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money for derivative contracts and unclaimed dividends. # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Loans - Non-current|(` crore)|(` crore)| |Considered good| | | |Loans and advances to employees|2|2| | |2|2| |Total|645|624| # Loans - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Loans - Current|(` crore)|(` crore)| |Considered good| | | |Inter-corporate deposits|10,291|7,044| |Loans and advances to employees|195|226| |Total|1,363|1,448| # Notes forming part of Standalone Financial Statements # (g) Dues of small enterprises and micro enterprises | |As at March 31, 2021|As at March 31, 2021|As at March 31, 2020|As at March 31, 2020| |---|---|---| | |Principal|Interest|Principal|Interest| |Amount due to vendor|-|-|-|-| |Amount paid beyond the appointed date during the year|39|-|140|2| |Interest due and payable for the year|-|-|-|-| |Interest accrued and remaining unpaid (includes interest disallowable of NIL (March 31, 2020: NIL))|-|-|-|-| Dues to small enterprises and micro enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Company. # (h) Other financial liabilities Other financial liabilities consist of the following: # Other financial liabilities - Non-current | |As at March 31, 2021| |As at March 31, 2020| |---|---|---|---| |Capital creditors| |-|3| |Others| |228|234| | |228|228|237| | Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2021 and 2020, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by tax authorities is payable to the seller. # Other financial liabilities - Current | |As at March 31, 2021|As at March 31, 2021|As at March 31, 2020|As at March 31, 2020| | | |---|---|---|---|---| |Accrued payroll| | |3,029|2,745| |Unclaimed dividends| | |50|53| |Fair value of foreign exchange derivative liabilities| | |92|693| |Capital creditors| | |347|383| |Liabilities towards customer contracts| | |860|759| |Others| | |95|61| | | | |4,473|4,694| # (i) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2021 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| | |---|---|---|---|---|---|---|---| |Financial assets|Cash and cash equivalents|-|-|-|1,112|1,112| | | |Bank deposits|-|-|-|1,848|1,848| | | |Earmarked balances with banks|-|-|-|182|182| | | |Investments (other than in subsidiary)|4,068|24,120|-|136|28,324| | | |Trade receivables|-|-|-|25,277|25,277| | | |Unbilled receivables|-|-|-|5,659|5,659| | | |Loans|-|-|-|10,488|10,488| | | |Other financial assets|-|-|163|332|2,008| | | | |4,068|24,120|163|332|46,215|74,898| Financial liabilities | |Trade payables|Lease liabilities|Other financial liabilities| | | | |---|---|---|---|---|---|---| | |-|-|2|90|4,609|4,701| | |-|-|2|90|18,483|18,575| Loans include inter-corporate deposits of `10,291 crore, with original maturity period within 9 months."
+"# Notes forming part of Standalone Financial Statements The carrying value of financial instruments by categories as at March 31, 2020 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|3,852|3,852| |Bank deposits|-|-|-|-|787|787| |Earmarked balances with banks|-|-|-|-|185|185| |Investments (other than in subsidiary)|1,264|24,422|-|-|-|25,686| |Trade receivables|-|-|-|-|28,734|28,734| |Unbilled receivables|-|-|-|-|5,087|5,087| |Loans|-|-|-|-|7,272|7,272| |Other financial assets|-|-|146|279|1,647|2,072| |Total Financial Assets|Total Financial Assets|Total Financial Assets|Total Financial Assets|Total Financial Assets|47,564|73,675| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities|-|-|-|-|8,734|8,734| |Lease liabilities|-|-|-|-|6,110|6,110| |Other financial liabilities|-|-|34|659|4,238|4,931| |Total Financial Liabilities|Total Financial Liabilities|Total Financial Liabilities|Total Financial Liabilities|Total Financial Liabilities|19,082|19,775| # (j) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. Loans include inter-corporate deposits of `7,044 crore, with original maturity period within 12 months. Carrying amounts of cash and cash equivalents, trade receivables, unbilled receivables, loans and trade payables as at March 31, 2021 and 2020 approximate the fair value. Difference between carrying amounts and fair values of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities subsequently measured at amortised cost is not significant in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `136 crore and NIL as at March 31, 2021 and 2020, respectively. Integrated Annual Report 2020-21 Standalone Financial Statements | 285 # Notes forming part of Standalone Financial Statements | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |As at March 31, 2021| | | | | |Financial assets| | | | | |Mutual fund units|4,068|-|-|4,068| |Equity shares|-|-|-|-| |Government bonds and securities|23,670|-|-|23,670| |Corporate bonds|450|-|-|450| |Commercial papers|136|-|-|136| |Fair value of foreign exchange derivative assets|-|495|-|495| | |28,324|495|-|28,819| |Financial liabilities| | | | | |Fair value of foreign exchange derivative liabilities|-|92|-|92| | |-|92|-|92| | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |As at March 31, 2020| | | | | |Financial assets| | | | | |Mutual fund units|1,264|-|-|1,264| |Equity shares|-|-|-|-| |Government bonds and securities|24,290|-|-|24,290| |Corporate bonds|132|-|-|132| |Fair value of foreign exchange derivative assets|-|425|-|425| | |25,686|425|-|26,111| |Financial liabilities| | | | | |Fair value of foreign exchange derivative liabilities|-|693|-|693| | |-|693|-|693| # (k) Derivative financial instruments and hedging activity The Company's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Company to currency fluctuations. The Board of Directors have constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Company which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Company uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. Integrated Annual Report 2020-21 Standalone Financial Statements | 286 # Notes forming part of Standalone Financial Statements The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount of contracts (In million)|Fair value (` crore)|No."
+"of contracts|Notional amount of contracts (In million)|Fair value (` crore)| |---|---|---|---|---|---|---| |US Dollar|63|1,615|51|55|1,420|20| File: AR_TCS_2020_2021.md |Great Britain Pound|64|330|14|71|384|59| |Euro|60|346|78|38|363|(31)| |Australian Dollar|38|206|16|26|192|48| |Canadian Dollar|23|114|2|19|104|16| # Movement in Cash Flow Hedging Reserve |Year ended|March 31, 2021|March 31, 2020| | | | |Intrinsic value|Time value|Intrinsic value|Time value| |---|---|---|---|---|---|---|---|---|---|---| | | | | | | |Balance at the beginning of the year|45|(68)|134|(30)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions| | | | | | |(341)|530|(449)|513| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions| | | | | | |73|(125)|54|(38)| |Change in the fair value of effective portion of cash flow hedges| | | | | | |355|(477)|355|(565)| |Deferred tax on fair value of effective portion of cash flow hedges| | | | | | |(76)|113|(49)|52| | | | | | | |Balance at the end of the year|56|(27)|45|(68)| The Company has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2021 and 2020, the notional amount of outstanding contracts aggregated to `37,615 crore and `40,109 crore, respectively, and the respective fair value of these contracts have a net gain of `242 crore and net loss of `380 crore. Exchange gain of `490 crore and loss of `451 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the standalone statement of profit and loss for the years ended March 31, 2021 and 2020, respectively. # Notes forming part of Standalone Financial Statements Net foreign exchange gains include loss of `189 crore and `64 crore transferred from cash flow hedging reserve for the years ended March 31, 2021 and 2020, respectively. Net gain on derivative instruments of `30 crore recognised in cash flow hedging reserve as at March 31, 2021, is expected to be transferred to the statement of profit and loss by March 31, 2022. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2021. Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |10% Appreciation of the underlying foreign currencies|(306)|(407)| |10% Depreciation of the underlying foreign currencies|1,906|1,261| # (l) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company. # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. # * Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currency of the various operations of the Company against major foreign currencies may impact the Company's revenue in international business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign."
+"# Notes forming part of Standalone Financial Statements exchange rates shift of all the currencies by 10% against the functional currency of the Company. The following analysis has been worked out based on the net exposures of the Company as of the date of balance sheet which could affect the statements of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Company as disclosed in note 6(k). # Unhedged Foreign Currency Exposure as at March 31, 2021 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|3,981|(9)|264|1,390| |Net financial liabilities|(3,053)|(564)|(608)|(774)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `63 crore for the year ended March 31, 2021. # Unhedged Foreign Currency Exposure as at March 31, 2020 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|4,002|274|329|1,595| |Net financial liabilities|(7,097)|(596)|(475)|(678)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `265 crore for the year ended March 31, 2020. # Interest Rate Risk The Company's investments are primarily in fixed rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk. # Credit Risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `10,291 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of `1,848 crore held with one Indian bank having high credit rating which is individually in excess of 10% or more of the Company's total bank deposits as at March 31, 2021. None of the other financial instruments of the Company result in material concentration of credit risk. # Exposure to Credit Risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `77,949 crore and `77,161 crore as at March 31, 2021 and 2020, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, unbilled receivables, loans, contract assets and other financial assets. # Notes forming part of Standalone Financial Statements The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable, unbilled receivables and contract assets as at March 31, 2021 and March 31, 2020. # Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. # Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances), unbilled receivables and contract assets is as follows: |Geographic Area|As at March 31, 2021| |As at March 31, 2020| | | | | |---|---|---|---|---|---|---|---| | |Gross%|Net%|Gross%|Net%| | | | |United States of America|48.67|49.97|47.95|48.96| | | | |India|15.32|13.27|14.45|12.80| | | | |United Kingdom|17.05|17.42|15.03|15.26| | | | The tables below provide details regarding the contractual maturities of significant financial liabilities as at: # March 31, 2021 |Non-derivative financial liabilities|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Trade payables|7,962|-|-|-|7,962| |Lease liabilities|1,239|1,157|2,590|3,098|8,084| |Other financial liabilities|4,381|-|228|-|4,609| |Total|Total|Total|Total|Total|20,655| # March 31, 2020 |Non-derivative financial liabilities|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Trade payables|8,734|-|-|-|8,734| |Lease liabilities|1,261|1,099|2,638|3,507|8,505| |Other financial liabilities|4,001|10|227|-|4,238| |Total|Total|Total|Total|Total|21,477| The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2021 and 2020 was `176 crore and `125 crore, respectively."
+"The reconciliation of allowance for doubtful trade receivables is as follows: |Particulars|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Balance at the beginning of the year|938|837| |Change during the year|176|125| |Bad debts written off|(30)|(40)| |Translation exchange difference|(2)|16| |Balance at the end of the year|1,082|938| # Notes forming part of Standalone Financial Statements # (m) Equity instruments The authorised, issued, subscribed and fully paid-up share capital consist of the following: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Authorised| | | |460,05,00,000 equity shares of `1 each|460|460| |(March 31, 2020: 460,05,00,000 equity shares of `1 each)| | | |105,02,50,000 preference shares of `1 each|105|105| |(March 31, 2020: 105,02,50,000 preference shares of `1 each)| | | | |565|565| |Issued, Subscribed and Fully paid up| | | |369,90,51,373 equity shares of `1 each|370|375| |(March 31, 2020: 375,23,84,706 equity shares of `1 each)| | | | |370|375| The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. The Board of Directors at its meeting held on October 7, 2020, approved a proposal to buy-back upto 5,33,33,333 equity shares of the Company for an aggregate amount not exceeding `16,000 crore, being 1.42% of the total paid up equity share capital at `3,000 per equity share. The shareholders approved the same on November 18, 2020, by way of a special resolution through postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 5,33,33,333 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on January 6, 2021. Capital redemption reserve was created to the extent of share capital extinguished (`5 crore). The excess cost of buy-back of `16,031 crore (including `31 crore towards transaction cost of buy-back) over par value of shares and corresponding tax on buy-back of `3,726 crore were offset from retained earnings. # I. Reconciliation of number of shares | |As at March 31, 2021| |As at March 31, 2020| | |---|---|---|---|---| |Equity shares|Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| |Opening balance|375,23,84,706|375|375,23,84,706|375| |Shares extinguished on buy-back|(5,33,33,333)|(5)|-|-| |Closing balance|369,90,51,373|370|375,23,84,706|375| # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. Integrated Annual Report 2020-21 Standalone Financial Statements | 291 # Notes forming part of Standalone Financial Statements In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III. Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2021|As at March 31, 2020| | |---|---|---|---| |Equity shares| | | | |Holding company|266,91,25,829 equity shares (March 31, 2020: 270,24,50,947 equity shares) are held by Tata Sons Private Limited|267|270| |Subsidiaries and Associates of Holding company| | | | |Tata Industries Limited*|7,220 equity shares (March 31, 2020: 7,220 equity shares)|-|-| |Tata Investment Corporation Limited*|10,23,685 equity shares (March 31, 2020: 10,36,269 equity shares)|-|-| |Tata Steel Limited*|46,798 equity shares (March 31, 2020: 46,798 equity shares)|-|-| |The Tata Power Company Limited*|766 equity shares (March 31, 2020: 766 shares)|-|-| | |267|270| | *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2021|As at March 31, 2020| | |---|---|---|---| |Equity shares|Tata Sons Private Limited, the Holding company|266,91,25,829|270,24,50,947| |% of shareholding|72.16%|72.02%| | # V. Equity shares movement during the 5 years preceding March 31, 2021 * Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in three month period ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot."
+"* Equity shares extinguished on buy-back The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. # Notes forming part of Standalone Financial Statements The Company bought back 5,61,40,350 equity shares for an aggregate amount of `16,000 crore being 2.85% of the total paid up equity share capital at `2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # 7) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. # Company as a lessee The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss. The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value."
+"The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Notes forming part of Standalone Financial Statements # Company as a lessor At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract. # The details of the right-of-use assets held by the Company is as follows: | |Additions for the year ended March 31, 2021 (` crore)|Net carrying amount as at March 31, 2021 (` crore)| |---|---|---| |Leasehold land|-|682| |Buildings|840|5,083| |Leasehold improvement|6|6| |Computer equipment|81|79| |Software licences|26|25| |Vehicles|1|1| |Total|954|5,876| # The details of the right-of-use assets held by the Company is as follows: | |Additions for the year ended March 31, 2020 (` crore)|Net carrying amount as at March 31, 2020 (` crore)| |---|---|---| |Leasehold land|474|690| |Buildings|1,689|5,336| |Leasehold improvement|-|20| |Computer equipment|-|-| |Vehicles|-|2| |Total|2,163|6,048| # Depreciation on right-of-use assets is as follows: | |Year ended March 31, 2021 (` crore)|Year ended March 31, 2020 (` crore)| |---|---|---| |Leasehold land|8|4| |Buildings|995|837| |Leasehold improvement|3|5| |Computer equipment|3|-| |Software licences|1|-| |Vehicles|1|1| |Total|1,011|847| Interest on lease liabilities is `450 crore and `416 crore for the years ended March 31, 2021 and 2020, respectively. # Notes forming part of Standalone Financial Statements The Company incurred `189 crore and `190 crore for the years ended March 31, 2021 and 2020, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `1,619 crore and `1,793 crore for the years ended March 31, 2021 and 2020, respectively, including cash outflow for short-term and low-value leases. The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods is `660 crore and `457 crore as at March 31, 2021 and 2020, respectively. Lease contracts entered by the Company majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Company does not have any lease restrictions and commitment towards variable rent as per the contract. # 8) Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. # The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets."
+"In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # Notes forming part of Standalone Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2020|323|7,628|1,824|667|7,273|39|2,263|1,882|1,510|23,409| |Additions|-|71|53|51|1,610|2|77|28|29|1,921| |Disposals|-|(11)|(60)|-|(102)|(5)|(38)|(27)|(30)|(273)| |Cost as at March 31, 2021|323|7,688|1,817|718|8,781|36|2,302|1,883|1,509|25,057| |Accumulated depreciation as at April 1, 2020|-|(2,518)|(1,042)|(224)|(5,536)|(32)|(1,868)|(1,152)|(1,202)|(13,574)| |Depreciation|-|(387)|(126)|(69)|(909)|(4)|(170)|(143)|(115)|(1,923)| |Disposals|-|8|60|-|96|5|37|25|30|261| |Accumulated depreciation as at March 31, 2021|-|(2,897)|(1,108)|(293)|(6,349)|(31)|(2,001)|(1,270)|(1,287)|(15,236)| |Net carrying amount as at March 31, 2021|323|4,791|709|425|2,432|5|301|613|222|9,821| |Capital work-in-progress*|861|861|861|861|861|861|861|861|861|861| |Total|10,682|10,682|10,682|10,682|10,682|10,682|10,682|10,682|10,682|10,682| *`1,921 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2021. # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2019|323|7,348|1,820|539|6,273|36|2,164|1,802|1,420|21,725| |Transition impact of Ind AS 116|-|-|(61)|-|-|-|-|-|-|(61)| |Restated cost as at April 1, 2019|323|7,348|1,759|539|6,273|36|2,164|1,802|1,420|21,664| |Additions|-|287|188|128|1,190|5|174|98|130|2,200| |Disposals|-|(7)|(123)|-|(190)|(2)|(75)|(18)|(40)|(455)| |Cost as at March 31, 2020|323|7,628|1,824|667|7,273|39|2,263|1,882|1,510|23,409| |Accumulated depreciation as at April 1, 2019|-|(2,150)|(1,010)|(166)|(4,975)|(29)|(1,740)|(1,029)|(1,104)|(12,203)| |Transition impact of Ind AS 116|-|-|36|-|-|-|-|-|-|36| |Restated accumulated depreciation as at April 1, 2019|-|(2,150)|(974)|(166)|(4,975)|(29)|(1,740)|(1,029)|(1,104)|(12,167)| |Depreciation|-|(374)|(115)|(58)|(750)|(5)|(203)|(140)|(137)|(1,782)| |Disposals|-|6|47|-|189|2|75|17|39|375| |Accumulated depreciation as at March 31, 2020|-|(2,518)|(1,042)|(224)|(5,536)|(32)|(1,868)|(1,152)|(1,202)|(13,574)| |Net carrying amount as at March 31, 2020|323|5,110|782|443|1,737|7|395|730|308|9,835| |Capital work-in-progress*|781|781|781|781|781|781|781|781|781|781| |Total|10,616|10,616|10,616|10,616|10,616|10,616|10,616|10,616|10,616|10,616| *`2,200 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2020. Integrated Annual Report 2020-21 Standalone Financial Statements | 296 # Notes forming part of Standalone Financial Statements # (b) Intangible assets |Intangible assets purchased are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.| | | | |---|---|---|---| |Rights under licensing agreement and software licences| | |(` crore)| File: AR_TCS_2020_2021.md | |Cost as at April 1, 2019| |229| | |Additions| |172| | |Cost as at March 31, 2020| |401| | |Accumulated amortisation as at April 1, 2019| |(90)| | |Amortisation| |(72)| | |Accumulated amortisation as at March 31, 2020| |(162)| | |Net carrying amount as at March 31, 2020| |239| The estimated amortisation for years subsequent to March 31, 2021 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2022|142| |2023|117| |2024|75| |2025|28| Intangible assets consist of the following: |Rights under licensing agreement and software licences|(` crore)| |---|---| |Cost as at April 1, 2020|401| |Additions|242| |Disposals / Derecognised|(63)| |Cost as at March 31, 2021|580| |Accumulated amortisation as at April 1, 2020|(162)| |Amortisation|(119)| |Disposals / Derecognised|63| |Accumulated amortisation as at March 31, 2021|(218)| |Net carrying amount as at March 31, 2021|362| Integrated Annual Report 2020-21 Standalone Financial Statements | 297 # Notes forming part of Standalone Financial Statements # Other assets # Other assets - Current Other assets consist of the following: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Contract assets|2,931|3,341| |Prepaid expenses|4,260|1,381| |Prepaid rent|6|4| |Contract fulfillment costs|534|396| |Advance to suppliers|83|75| |Advance to related parties|10|11| |Indirect taxes recoverable|1,172|1,131| |Others|221|199| # Other assets - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Considered good| | | |Contract assets|120|145| |Prepaid expenses|527|737| |Contract fulfillment costs|137|186| |Capital advances|65|50| |Advances to related parties|33|36| |Others|391|272| |Total Considered good|9,217|9,217| |Considered doubtful| | | |Advance to suppliers|3|3| |Indirect taxes recoverable|-|2| |Other advances|2|3| |Less: Allowance on doubtful assets|(5)|(8)| # Advances to related parties, considered good, comprise: |Entity|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Voltas Limited|2|3| |Tata Realty and Infrastructure Ltd*|-|-| |Tata Projects Limited|30|33| |Titan Engineering and Automation Limited*|-|-| |*Represents value less than `0.50 crore.| | | # Other advances |Entity|As at March 31, 2021|As at March 31, 2020| |---|---|---| |The Titan Company Limited|2|3| |Tata AIG General Insurance Company Limited|1|-| |Tata AIA Life Insurance Company Limited|-|1| |Tata Sons Private Limited|7|7| # Notes forming part of Standalone Financial Statements # (e) Other liabilities Other liabilities consist of the following: # Other liabilities - Current | |As at March 31, 2021|As at March 31, 2020| | |---|---|---|---| | |Advance received from customers|156|226| |Indirect taxes payable and other statutory liabilities| |2,537|1,762| | |Operating lease liabilities|-|2| | |Others|27|58| |Total|Total|2,720|2,048| | # (f) Provisions Provisions consist of the following: # Provisions - Current | |As at March 31, 2021|As at March 31, 2020| | |---|---|---|---| | |Provision towards legal claim|1,211|-| | |Provision for foreseeable loss|127|199| | |Other provisions|12|36| |Total|Total|1,350|235| | *Represents value less than `0.50 crore."
+"# Notes forming part of Standalone Financial Statements # 9) Other equity |Other equity consist of the following:|As at March 31, 2021|As at March 31, 2020| |---|---|---| |Capital reserve*|-|-| |Capital redemption reserve| | | |Opening balance|8|8| |Transfer from retained earnings|5|-| | |13|8| |Special Economic Zone re-investment reserve| | | |Opening balance|1,594|994| |Transfer from retained earnings|5,058|2,947| |Transfer to retained earnings|(4,114)|(2,347)| | |2,538|1,594| |Retained earnings| | | |Opening balance|71,532|77,159| |Transition impact of Ind AS 116|-|(330)| |Profit for the year|30,960|33,260| |Remeasurement of defined employee benefit plans|(13)|(323)| |Expenses for buy-back of equity shares1|(31)|-| |Tax on buy-back of equity shares1|(3,726)|-| |Buy-back of equity shares1|(15,995)|-| |Transfer from Special Economic Zone re-investment reserve|4,114|2,347| | |86,841|1,12,113| *Represents value less than `0.50 crore. 1 Refer Note 6(m). # Notes forming part of Standalone Financial Statements # 10) Revenue recognition The Company earns revenue primarily from providing IT services, consulting and business solutions. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Company may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Company is acting as the principal or as an agent of the customer. The Company recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. The Company's contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price. # Notes forming part of Standalone Financial Statements unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period."
+"The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Revenue from subsidiaries is recognised based on transaction price which is at arm's length. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there is billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Company disaggregates revenue from contracts with customers by nature of services, industry verticals and geography. # Revenue disaggregation by nature of services is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Consultancy services|1,34,585|1,29,565| |Sale of equipment and software licences|1,378|1,741| |Total|1,35,963|1,31,306| # Notes forming part of Standalone Financial Statements # Revenue disaggregation by industry vertical is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Banking, Financial Services and Insurance|51,189|47,811| |Manufacturing|11,747|12,161| |Retail and Consumer Business|22,219|22,882| |Communication, Media and Technology|24,243|23,132| |Others|26,565|25,320| |Total|1,35,963|1,31,306| Obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is ` 91,094 crore out of which 53.98% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Revenue disaggregation by geography is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Americas|76,798|74,882| |Europe|38,277|35,999| |India|8,102|8,716| |Others|12,786|11,709| |Total|1,35,963|1,31,306| Geographical revenue is allocated based on the location of the customers. # Information about major customers No single customer represents 10% or more of the Company's total revenue during the years ended March 31, 2021 and March 31, 2020."
+"While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations: # Changes in contract assets are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|3,486|2,823| |Invoices raised that were included in the contract assets balance at the beginning of the year|(2,795)|(2,382)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|2,332|2,897| |Translation exchange difference|28|148| |Balance at the end of the year|3,051|3,486| Integrated Annual Report 2020-21 # Notes forming part of Standalone Financial Statements # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Balance at the beginning of the year|2,915|2,466| |Revenue recognised that was included in the contract liability balance at the beginning of the year|(2,388)|(1,934)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|2,602|2,240| |Translation exchange difference|32|143| |Balance at the end of the year|3,161|2,915| # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Contracted price|1,38,292|1,33,098| |Reductions towards variable consideration components|(2,329)|(1,792)| |Revenue recognised|1,35,963|1,31,306| The reduction towards variable consideration comprises of volume discounts, service level credits, etc. # Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Interest income|2,383|3,197| |Dividend income|2,213|3,980| |Net gain on investments carried at fair value through profit or loss|193|183| |Net gain on sale of investments other than equity shares carried at fair value through OCI|-|14| |Net gain on disposal of property, plant and equipment|19|50| |Net gain on lease modification|89|4| |Net foreign exchange gain|428|632| |Rent income|7|2| |Other income|68|21| |Total|5,400|8,083| # Interest income comprise: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Interest on bank balances and bank deposits|107|479| |Interest on financial assets carried at amortised cost|500|531| |Interest on financial assets carried at fair value through OCI|1,762|1,878| |Other interest (including interest on tax refunds)|14|309| # Dividend income comprise: Dividend from subsidiaries 2,213 3,980 # Notes forming part of Standalone Financial Statements # 12) Employee benefits # Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Company provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. # Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Company provides benefits such as superannuation and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date."
+"Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # Employee benefit expenses consist of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Salaries, incentives and allowances|63,006|59,140| |Contributions to provident and other funds|4,321|4,020| |Staff welfare expenses|1,719|1,746| |Total|69,046|64,906| # Notes forming part of Standalone Financial Statements # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Other employee benefit obligations|108|91| | |108|91| # Employee benefit obligations - Current | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Compensated absences|2,558|2,034| |Other employee benefit obligations|40|23| | |2,598|2,057| # Employee benefit plans consist of the following: # Gratuity and pension In accordance with Indian law, the Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. # Integrated Annual Report 2020-21 # The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Change in benefit obligations| | | |Benefit obligations, beginning of the year|3,636|2,678| |Plan assumed on insourcing of employees|-|30| |Service cost|460|357| |Interest cost|244|222| |Remeasurement of the net defined benefit liability|135|520| |Benefits paid|(162)|(171)| |Benefit obligations, end of the year|4,313|3,636| | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Change in plan assets| | | |Fair value of plan assets, beginning of the year|3,641|2,671| |Plan assumed on insourcing of employees|-|30| |Interest income|269|234| |Employers' contributions|837|766| |Benefits paid|(162)|(171)| |Remeasurement - return on plan assets excluding amount included in interest income|119|111| |Fair value of plan assets, end of the year|4,704|3,641| Standalone Financial Statements | 306 # Notes forming part of Standalone Financial Statements | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Funded status| | | |Deficit of plan assets over obligations|-|-| |Surplus of plan assets over obligations|391|5| | |391|5| |Year ended|March 31, 2021|March 31, 2020| |---|---|---| |Service cost|460|357| |Net interest on net defined benefit (asset) / liability|(25)|(12)| |Net periodic gratuity cost|435|345| |Actual return on plan assets|388|345| # Category of assets | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Corporate bonds|1,408|1,004| |Equity instruments|29|17| |Government bonds and securities|2,257|1,695| |Insurer managed funds|909|850| |Bank balances|2|-| |Others|99|75| |Total|4,704|3,641| # Remeasurement of the net defined benefit (asset) / liability: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Actuarial (gains) and losses arising from changes in demographic assumptions|24|(5)| |Actuarial (gains) and losses arising from changes in financial assumptions|(32)|345| |Actuarial (gains) and losses arising from changes in experience adjustments|143|180| |Remeasurement of the net defined benefit liability|135|520| |Remeasurement - return on plan assets excluding amount included in interest income|(119)|(111)| |Total|16|409| # Notes forming part of Standalone Financial Statements The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Discount rate|6.50%|6.50%| |Rate of increase in compensation levels of covered employees|6.00%|6.00%| |Rate of return on plan assets|6.50%|6.50%| |Weighted average duration of defined benefit obligations|10 Years|8 Years| Future mortality assumptions are taken based on the published statistics by the Insurance Regulatory and Development Authority of India. The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2021. The Company is expected to contribute `116 crore to defined benefit plan obligations funds for year ending March 31, 2022. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant."
+"# If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Increase of 0.50%|(190)|(151)| |Decrease of 0.50%|206|163| # If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Increase of 0.50%|206|163| |Decrease of 0.50%|(192)|(152)| The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. # Notes forming part of Standalone Financial Statements Each year an Asset - Liability matching study is performed in which the statement of profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. # The defined benefit obligations shall mature after the year ended March 31, 2021 as follows: |Year ending March 31,|Defined benefit obligations (` crore)| |---|---| |2022|321| |2023|277| |2024|294| |2025|307| |2026|307| |2027-2031|1,638| # Provident fund In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in the statement of profit and loss under employee benefit expenses. # The details of fund and plan assets are given below: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Fair value of plan assets|20,003|17,072| |Present value of defined benefit obligations|(20,003)|(17,072)| |Net excess / (shortfall)|-|-| # The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2021|As at March 31, 2020| |---|---|---| |Discount rate|6.50%|6.50%| |Average remaining tenure of investment portfolio|8 years|7.73 years| |Guaranteed rate of return|8.50%|8.50%| # Notes forming part of Standalone Financial Statements The Company expensed `1,078 crore and `1,035 crore for the years ended March 31, 2021 and 2020, respectively, towards provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. The Company recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. The Company expensed `254 crore and `248 crore for the years ended March 31, 2021 and 2020, respectively, towards Employees' Superannuation Fund. # Foreign defined contribution plan The Company expensed `658 crore and `549 crore for the years ended March 31, 2021 and 2020, respectively, towards foreign defined contribution plans. # Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. File: AR_TCS_2020_2021.md The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc."
+"# (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Raw materials, sub-assemblies and components consumed|14|18| |Equipment and software licences purchased|1,215|1,578| |Finished goods and work-in-progress|1,229|1,596| |Opening stock|1|-| |Less: Closing stock|-|-| | |1|-| | |1,230|1,596| # (b) Other expenses Other expenses consist of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Fees to external consultants|14,527|13,916| |Facility expenses|1,708|2,175| |Travel expenses|919|2,569| |Communication expenses|1,254|985| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|185|132| |Other expenses|6,784|7,674| | |25,377|27,451| # Notes forming part of Standalone Financial Statements Other expenses include `2,944 crore and `3,547 crore for the years ended March 31, 2021 and 2020, respectively, towards sales, marketing and advertisement expenses. # (c) Corporate Social Responsibility (CSR) expenditure As per section 135 of the Companies Act, 2013, amount required to be spent by the Company during the years ended March 31, 2021 and 2020 is `663 crore and `600 crore, respectively, computed at 2% of its average net profit for the immediately preceding three financial years, on CSR. The Company incurred an amount of `674 crore and `602 crore during the years ended March 31, 2021 and 2020, respectively, towards CSR expenditure for purposes other than construction / acquisition of any asset. # 14) Finance costs Finance costs consist of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Interest on lease liabilities|450|416| |Interest on tax matters|85|256| |Other interest costs|2|71| |Total|537|743| # 15) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company and its branches in India and overseas. The current tax payable by the Company in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Notes forming part of Standalone Financial Statements # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends."
+"Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. # Income Tax Expense Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # The income tax expense consists of the following: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Current tax| | | |Current tax expense for current year|10,404|8,440| |Current tax (benefit) / expense pertaining to prior years|(104)|572| | |10,300|9,012| |Deferred tax| | | |Deferred tax (benefit) / expense for current year|(294)|1,168| |Deferred tax (benefit) / expense pertaining to prior years|(64)|(1,449)| | |(358)|(281)| | |9,942|8,731| # Notes forming part of Standalone Financial Statements The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Profit before taxes|40,902|41,991| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|14,293|14,673| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,708)|(4,856)| |Income exempt from tax|(773)|(14)| |Undistributed earnings in branches|26|(15)| |Tax on income at different rates|1,103|(300)| |Tax pertaining to prior years|(168)|(877)| |Others (net)|169|120| |Total income tax expense|9,942|8,731| The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profit or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfillment of certain conditions. From April 1, 2011 profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Significant components of net deferred tax assets and liabilities for the year ended March 31, 2021 are as follows: | |Opening balance|Recognised in profit and loss|Recognised / reclassified from other comprehensive income|Adjustments / utilisation|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | | | |Property, plant and equipment and intangible assets|162|128|-|-|290| |Provision for employee benefit obligations|468|171|-|-|639| |Cash flow hedges|7|-|(15)|-|(8)| |Receivables, financial assets at amortised cost|327|9|-|-|336| |MAT credit entitlement|1,049|64|-|597|1,710| |Branch profit tax|(284)|(26)|-|-|(310)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(483)|-|(17)|-|(500)| |Lease liabilities|308|(98)|-|-|210| |Others|318|110|-|-|428| | |1,872|358|(32)|597|2,795| # Notes forming part of Standalone Financial Statements # Gross deferred tax assets and liabilities are as follows: # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2020 are as follows: |As at March 31, 2021| | | | | | | |(` crore)| |---|---|---|---|---|---|---|---|---| | |Assets|Liabilities|Net| | | | | | |Deferred tax assets / (liabilities) in relation to|Property, plant and equipment and Intangible assets|345|55|290| | | | | |Provision for employee benefit obligations|639|-|639| | | | | | |Cash flow hedges|(8)|-|(8)| | | | | | |Receivables, financial assets at amortised cost|336|-|336| | | | | | |MAT credit entitlement|1,710|-|1,710| | | | | | |Branch profit tax|-|310|(310)| | | | | | |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(500)|-|(500)| | | | | | |Lease liabilities|210|-|210| | | | | | |Others|428|-|428| | | | | | |Total|3,160|365|2,795| | | | | | # Deferred tax assets / (liabilities) in relation to |Property, plant and equipment and intangible assets|Opening balance|Recognised in profit and loss|Recognised in other comprehensive income|Adjustments|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities)|97|65|-|-|162| |Provision for employee benefit obligations|368|100|-|-|468| |Cash flow hedges|(12)|-|19|-|7| |Receivables, financial assets at amortised cost|284|43|-|-|327| |MAT credit entitlement|1,157|(108)|-|-|1,049| |Branch profit tax|(299)|15|-|-|(284)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(149)|-|(334)|-|(483)| |Lease liabilities*|235|73|-|-|308| |Others|225|93|-|-|318| |Total|Total|1,906|281|(315)|1,872| *Opening balance of deferred tax on lease liabilities has been restated by `147 crore to give impact of transition to Ind AS 116. Integrated Annual Report 2020-21 Standalone Financial Statements | 314 # Notes forming part of Standalone Financial Statements # Gross deferred tax assets and liabilities are as follows: |(` crore)|Assets|Liabilities|Net| |---|---|---|---| |As at March 31, 2020| | | | |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets|225|63|162| |Provision for employee benefit obligations|468|-|468| |Cash flow hedges|7|-|7| |Receivables, financial assets at amortised cost|327|-|327| |MAT credit entitlement|1,049|-|1,049| |Branch profit tax|-|284|(284)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(483)|-|(483)| |Lease liabilities|308|-|308| |Others|318|-|318| | |2,219|347|1,872| Under the Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # Direct tax contingencies The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. The disputes relate to tax treatment of certain expenses claimed as deductions, computation or eligibility of tax incentives or allowances, and characterisation of fees for services received. The Company has contingent liability in respect of demands from direct tax authorities in India and other jurisdictions, which are being contested by the Company on appeal amounting `891 crore and `1,453 crore as at March 31, 2021 and 2020, respectively. In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2021 and 2020, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in. The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2017 are generally subject to examination by the tax authorities."
+"In United States of America, the federal statute of limitation applies to fiscals 2016 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2017 and earlier. # Notes forming part of Standalone Financial Statements # 16) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during year. The Company did not have any potentially dilutive securities in any of years presented. | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Profit for the year (` crore)|30,960|33,260| |Weighted average number of equity shares|374,01,10,733|375,23,84,706| |Basic and diluted earnings per share (`)|82.78|88.64| |Face value per equity share (`)|1|1| # 17) Auditors remuneration | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Services as statutory auditors (including quarterly audits)|9|7| |Tax audit|1|1| |Services for tax matters|-*|-*| |Other services|4|4| |Re-imbursement of out-of-pocket expenses|1|1| *Represents value less than `0.50 crore. # 18) Segment information The Company publishes the standalone financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. # 19) Commitments and Contingencies # Capital commitments The Company has contractually committed (net of advances) `1,009 crore and `1,272 crore as at March 31, 2021 and 2020, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters: Refer note 15. - Indirect tax matters: The Company has ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company has demands amounting to `495 crore and `464 crore as at March 31, 2021 and 2020, respectively, from various indirect tax authorities which are being contested by the Company based on the management evaluation and advice of tax consultants. - Other claims: Claims aggregating `105 crore and `133 crore as at March 31, 2021 and 2020, respectively, against the Company have not been acknowledged as debts. In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. In April 2016, the Company received an unfavourable jury verdict awarding damages of `6,900 crore (US $940 million) to Epic which was thereafter reduced by the Trial Court to `3,083 crore (US $420 million). # Notes forming part of Standalone Financial Statements Reaffirmation of the District Court order in March 2019, the Company filed an appeal in the Appeals Court to fully set aside the Order. Epic also filed a cross appeal challenging the reduction by the District Court judge of `734 crore (US $100 million) award and `1,468 crore (US $200 million) in punitive damages. On August 20, 2020, the Appeals Court vacated the award of `2,055 crore (US $280 million) in punitive damages considering the award to be constitutionally excessive and remanded the case back to District Court with instructions to reassess and reduce the punitive damages award to at most `1,028 crore (US $140 million), affirmed the District Court's decision vacating the jury's award of `734 crore (US $100 million) in compensatory damages for alleged use of ""other confidential information"" by the Company, and affirmed the District Court's decision upholding the jury's award of `1,028 crore (US $140 million) in compensatory damages for use of the comparative analysis by the Company. The Company filed a petition for re-hearing of compensatory and punitive damages at the Appeals Court on September 3, 2020. Epic also filed for re-hearing that portion of the Appeals Court's decision that invalidated award of punitive damages. In November 2020, the petitions for re-hearing filed by the Company and Epic, respectively, were denied by the Appeals Court. The proceedings for assessing punitive damages have been remanded back to the District Court. Both the Company and Epic have filed their briefs at the District Court in relation to punitive damages. The matter is under consideration by the District Court."
+"On April 8, 2021, Epic has approached the Supreme Court seeking review of the order of the Appeals Court vacating the award of `2,055 crore (US $280 million) towards punitive damages and remanding back to District Court with an instruction to reassess the punitive damages, to no more than `1,028 crore (US $140 million). The Company will continue to pursue all legal options available in the matter. Considering all the facts and various legal precedence, on a conservative and prudent basis, the Company has provided `1,218 crore (US $165 million) towards this legal claim in its statement of profit and loss for the year ended March 31, 2021. This has been presented as an ""exceptional item"" in the standalone statement of profit and loss. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for `3,230 crore (US $440 million) as financial security in order to stay execution of the judgement pending post-appeal proceedings and conclusion. # Bank guarantees and letter of comfort The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The Company has provided guarantees to third parties on behalf of its subsidiaries. The Company does not expect any outflow of resources in respect of the above. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. # Impact of the Code on Social Security, 2020 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. Standalone Financial Statements | 317 # Notes forming part of Standalone Financial Statements # 21) Related party transactions The Company's principal related parties consist of its holding company, Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enter into transactions in the ordinary course of business. Refer note 22 of consolidated financial statement for list of subsidiaries of the Company."
+"Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|35|18,245|591|1,752|-|20,623| |Dividend income|-|2,215|-|-|-|2,215| |Rent income|-|12|-|-|-|12| |Other income|-|40|-|-|-|40| |Purchases of goods and services (including reimbursements)|1|8,798|444|355|-|9,598| |Brand equity contribution|100|-|-|-|-|100| |Facility expenses|-|87|17|42|-|146| |Lease rental|1|-|36|45|-|82| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|3|-|-|3| |Contribution and advance to post employment benefit plans|-|-|-|-|5,913|5,913| |Purchase of property, plant and equipment|-|-|3|88|-|91| |Loans and advances given|-|-|1|6|-|7| |Loans and advances recovered|-|-|1|10|-|11| |Advances taken|-|3|1|4|-|8| |Dividend paid|7,817|-|4|3|-|7,824| |Guarantees given|-|1|-|-|-|1| |Buy-back of shares|9,998|-|4|-|-|10,002| |Sale / Redemption of investments|-|12|-|-|-|12| |Purchase of investments|-|224|-|-|-|224| |Cost recovery|-|2,840|-|-|-|2,840| # Notes forming part of Standalone Financial Statements |(` crore)| | |Year ended March 31, 2020|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| | | |---|---|---|---|---|---|---|---|---|---|---|---| |Revenue from operations|31|16,998|409| |1,859| |-|19,297| | | | |Dividend income|-|3,979|-|-|-|3,979| | | | | | |Rent income*|-|-|-|-|-|-| | | | | | |Other income|-|39|-|-|-|39| | | | | | |Purchases of goods and services (including reimbursements)|1|8,943|550| |448| |-|9,942| | | | |Brand equity contribution|100|-|-|-|-|100| | | | | | |Facility expenses|-|28|2| |1|-| |31| | | | |Lease rental|2|-|68| |26|-| |96| | | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|1| | | | | |-|-|1|-|2| |Contribution and advance to post employment benefit plans|-|-|-|-| | |2,684|2,684| | | | |Purchase of property, plant and equipment|-|-|219| |110|-| |329| | | | |Loans and advances given|-|1|4| |85|-| |90| | | | |Loans and advances recovered|-|7|3| |30|-| |40| | | | |Dividend paid|22,971|-|9|-|-| | |22,980| | | | |Guarantees given|-|2|-|-|-|2| | | | | | |Cost recovery|-|2,998|-|-|-|2,998| | | | | | *Represents value less than `0.50 crore."
+"Integrated Annual Report 2020-21 Standalone Financial Statements | 319 # Notes forming part of Standalone Financial Statements # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2021|8|4,392|255|519|-|5,174| | |9|65|21|62|-|157| | |17|4,457|276|581|-|5,331| | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2020|4|6,582|223|449|-|7,258| | |10|62|30|65|-|167| | |14|6,644|253|514|-|7,425| Integrated Annual Report 2020-21 Standalone Financial Statements | 320 # Notes forming part of Standalone Financial Statements # Balances payable to related parties are as follows: |(` crore)|As at March 31, 2021|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures|Other related parties|Total| |---|---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|91|3,604|296|393|-|4,384| | |Commitments and Guarantees| |-|4,669|10|270|-|4,949| # Balances payable to related parties are as follows: |(` crore)|As at March 31, 2020|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures|Other related parties|Total| |---|---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|93|4,152|245| |215|-|4,705| |Commitments and Guarantees|-|4,302|11| |367|-|4,680| Integrated Annual Report 2020-21 Standalone Financial Statements | 321 # Notes forming part of Standalone Financial Statements # Material related party transactions are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| | | |---|---|---|---|---| |Revenue from operations|Tata Consultancy Services Sverige AB|1,939|1,713| | | |Tata Consultancy Services Canada Inc.|2,034|1,934| | | |Tata Consultancy Services Deutschland GmbH|2,504|2,020| | | |Tata Consultancy Services Netherlands BV|2,848|3,364| | | |Jaguar Land Rover Limited|1,093|1,142| | |Purchases of goods and services (including reimbursements)|Tata America International Corporation|2,803|3,416| | | |Tata Consultancy Services De Mexico S.A.,De C.V.|1,637|1,414| | | |TCS Foundation|350|552| | |Dividend income|Tata America International Corporation|1,002|1,752| | | |Tata Consultancy Services Canada Inc.|193|694| | | |Tata Consultancy Services Netherlands BV|405|239| | # Material related party balances are as follows: | |As at March 31, 2021|As at March 31, 2020| | | |---|---|---|---|---| |Trade receivables, unbilled receivables and contract assets| |Tata America International Corporation|456|98| | | |Tata Consultancy Services Sverige AB|219|650| | | |Tata Consultancy Services France|1,028|900| | | |Tata Consultancy Services Netherlands BV|244|727| | | |Tata Consultancy Services Asia Pacific Pte Ltd.|271|635| | | |Diligenta Limited|594|311| | | |Jaguar Land Rover Limited|290|209| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| |Tata America International Corporation|1,519|1,314| | | |Tata Consultancy Services De Mexico S.A.,De C.V.|168|402| # Notes forming part of Standalone Financial Statements # Transactions with key management personnel are as follows: | |Year ended March 31, 2021|Year ended March 31, 2020| |---|---|---| |Short-term benefits|43|28| |Dividend paid during the year|1|2| |Total|44|30| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. # 22) The sitting fees and commission paid to non-executive directors is `10 crore and `9 crore as at March 31, 2021 and 2020, respectively. # 23) Dividends File: AR_TCS_2020_2021.md Dividends paid during the year ended March 31, 2021 include an amount of `6.00 per equity share towards final dividend for the year ended March 31, 2020 and an amount of `23.00 per equity share towards interim dividends for the year ended March 31, 2021. Dividends paid during the year ended March 31, 2020 include an amount of `18.00 per equity share towards final dividend for the year ended March 31, 2019 and an amount of `67.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2020. Dividends declared by the Company are based on the profit available for distribution. On April 12, 2021, the Board of Directors of the Company have proposed a final dividend of `15.00 per share in respect of the year ended March 31, 2021 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `5,549 crore. As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Amit Somani Partner V Ramakrishnan CFO Rajendra Moholkar Company Secretary Membership No: 060154 Bengaluru, April 12, 2021 Mumbai, April 12, 2021 Integrated Annual Report 2020-21 Standalone Financial Statements | 323 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APTOnline Limited|August 9, 2004|April 1, 2020|March 31, 2021|INR|1.000000|2|99|164|63|22|151|21|6|15|-|89%|India| |2|MP Online Limited|September 8, 2006|April 1, 2020|March 31, 2021|INR|1.000000|1|103|156|52|93|70|22|5|17|-|89%|India| |3|C-Edge Technologies Limited|January 19, 2006|April 1, 2020|March 31, 2021|INR|1.000000|10|267|379|102|-|303|97|25|72|-|51%|India| |4|MahaOnline Limited|September 23, 2010|April 1, 2020|March 31, 2021|INR|1.000000|3|79|199|117|39|36|5|2|3|-|74%|India| |5|CMC Americas, Inc.|August 9, 2004|April 1, 2020|March 31, 2021|USD|73.402500|-|-|-|-|-|62|30|-|30|-|-|U.S.A.| |6|TCS e-Serve International Limited|December 31, 2008|April 1, 2020|March 31, 2021|INR|1.000000|10|59|722|653|12|1,485|58|7|51|-|100%|India| |7|TCS e-Serve America, Inc.|February 10, 2009|January 1, 2020|December 31, 2020|USD|73.402500|2|-|2|-|-|97|17|2|15|-|100%|U.S.A.| |8|Diligenta Limited|August 23, 2005|January 1, 2020|December 31, 2020|GBP|101.060549|10|1,393|2,509|1,106|384|3,899|331|56|275|-|100%|U.K.| |9|Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2020|March 31, 2021|CAD|58.269826|41|929|1,990|1,020|-|6,268|656|173|483|-|100%|Canada| |10|Tata America International Corporation|August 9, 2004|April 1, 2020|March 31, 2021|USD|73.402500|1|1,173|3,003|1,829|98|3,052|913|261|652|-|100%|U.S.A.| |11|Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2020|March 31, 2021|USD|73.402500|32|853|1,494|609|794|2,103|262|34|228|-|100%|Singapore| |12|Tata Consultancy Services (China) Co., Ltd.|November 16, 2006|January 1, 2020|December 31, 2020|CNY|11.196574|226|4|324|94|-|779|68|15|53|-|93.2%|China| |13|Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2020|March 31, 2021|JPY|0.663465|287|1,135|2,762|1,340|-|4,852|317|98|219|-|66%|Japan| |14|Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2020|March 31, 2021|MYR|17.704414|4|90|175|81|-|439|36|8|28|-|100%|Malaysia| |15|PT Tata Consultancy Services Indonesia|October 5, 2006|April 1, 2020|March 31, 2021|IDR|0.005054|1|28|70|41|-|88|17|5|12|-|100%|Indonesia| |16|Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2020|March 31, 2021|PHP|1.512440|(42)|140|393|295|-|648|8|5|3|-|100%|Philippines| Integrated Annual Report 2020-21 Standalone Financial Statements | 324 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |17|Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2020|March 31, 2021|THB|2.343630|2|13|44|29|-|102|13|3|10|-|100%|Thailand| |18|Tata Consultancy Services Belgium|August 9, 2004|April 1, 2020|March 31, 2021|EUR|86.203859|2|509|917|406|-|2,251|220|55|165|-|100%|Belgium| |19|Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2020|March 31, 2021|EUR|86.203859|1|691|1,805|1,113|-|5,493|322|108|214|-|100%|Germany| |20|Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2020|March 31, 2021|SEK|8.425738|-|758|1,312|554|-|3,646|194|43|151|-|100%|Sweden| |21|Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2020|March 31, 2021|EUR|86.203859|569|2,242|3,700|889|1,653|5,371|405|61|344|-|100%|Netherlands| |22|TCS Italia s.r.l.|August 9, 2004|April 1, 2020|March 31, 2021|EUR|86.203859|19|39|162|104|-|413|44|18|26|-|100%|Italy| |23|Tata Consultancy Services Luxembourg S.A.|October 28, 2005|April 1, 2020|March 31, 2021|EUR|86.203859|48|62|244|134|-|640|74|21|53|-|100%|Capellen (G.D. de Luxembourg)| |24|Tata Consultancy Services Switzerland Ltd.|October 31, 2006|April 1, 2020|March 31, 2021|CHF|77.946798|12|533|1,261|716|-|2,944|297|56|241|-|100%|Switzerland| |25|Tata Consultancy Services Osterreich GmbH|March 9, 2012|April 1, 2020|March 31, 2021|EUR|86.203859|-|5|14|9|-|66|-|-|-|-|100%|Austria| |26|Tata Consultancy Services Danmark ApS|March 16, 2012|April 1, 2020|March 31, 2021|DKK|11.590112|1|5|14|8|-|16|-|-|-|-|100%|Denmark| |27|Tata Consultancy Services De Espana S.A.|August 9, 2004|April 1, 2020|March 31, 2021|EUR|86.203859|1|52|155|102|-|363|13|2|11|-|100%|Spain| |28|Tata Consultancy Services (Portugal) Unipessoal, Limitada|July 4, 2005|April 1, 2020|March 31, 2021|EUR|86.203859|-|5|31|26|-|32|5|-|5|-|100%|Portugal| |29|Tata Consultancy Services France|June 28, 2013|April 1, 2020|March 31, 2021|EUR|86.203859|4|(436)|1,311|1,743|-|2,106|(3)|7|(10)|-|100%|France| |30|Tata Consultancy Services Saudi Arabia|July 2, 2015|April 1, 2020|March 31, 2021|SAR|19.571390|7|264|333|62|-|321|32|6|26|-|76%|Saudi Arabia| Integrated Annual Report 2020-21 Standalone Financial Statements | 325 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |31|Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|April 1, 2020|March 31, 2021|ZAR|4.952768|7|46|53|-|53|-|29|-|29|-|100%|South Africa| |32|Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|April 1, 2020|March 31, 2021|ZAR|4.952768|9|76|326|241|-|849|50|13|37|-|100%|South Africa| |33|TCS FNS Pty Limited|October 17, 2005|April 1, 2020|March 31, 2021|AUD|55.910684|208|(63)|145|-|2|-|84|-|84|-|100%|Australia| |34|TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|January 1, 2020|December 31, 2020|CNY|11.196574|41|(4)|62|25|-|73|9|-|9|-|100%|China| |35|TCS Financial Solutions Australia Pty Limited|October 19, 2005|April 1, 2020|March 31, 2021|AUD|55.910684|-|81|136|55|40|78|60|18|42|-|100%|Australia| |36|TCS Iberoamerica SA|August 9, 2004|April 1, 2020|March 31, 2021|USD|73.402500|722|866|1,596|8|1,587|-|383|1|382|-|100%|Uruguay| |37|TCS Solution Center S.A.|August 9, 2004|April 1, 2020|March 31, 2021|UYU|1.656194|59|283|481|139|-|747|142|27|115|-|100%|Uruguay| |38|Tata Consultancy Services Argentina S.A.|August 9, 2004|April 1, 2020|March 31, 2021|ARS|0.798238|4|(2)|36|34|-|35|(1)|-|(1)|-|100%|Argentina| |39|Tata Consultancy Services Do Brasil Ltda|August 9, 2004|January 1, 2020|December 31, 2020|BRL|12.711490|223|(23)|402|202|-|712|107|40|67|-|100%|Brazil| |40|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2020|December 31, 2020|MXN|3.572698|1|1,003|1,545|541|-|2,470|373|117|256|-|100%|Mexico| |41|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2020|December 31, 2020|CLP|0.100520|171|222|551|158|56|529|(8)|(5)|(3)|-|100%|Chile| |42|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2020|December 31, 2020|CLP|0.100520|154|173|338|11|323|36|3|1|2|-|100%|Chile| |43|TATASOLUTION CENTER S.A.|December 28, 2006|January 1, 2020|December 31, 2020|USD|73.402500|22|81|194|91|-|436|63|18|45|-|100%|Ecuador| |44|TCS Uruguay S.A.|January 1, 2010|April 1, 2020|March 31, 2021|UYU|1.656194|-|96|161|65|-|415|303|19|284|-|100%|Uruguay| |45|MGDC S.C.|January 1, 2010|January 1, 2020|December 31, 2020|MXN|3.572698|-|57|118|61|-|98|54|10|44|-|100%|Mexico| |46|Technology Outsourcing S.A.C.|October 30, 2015|January 1, 2020|December 31, 2020|PEN|19.459320|-|-|-|-|-|24|(3)|4|(7)|-|-|Peru| |47|Tata Consultancy Services Qatar S.S.C.|December 20, 2011|April 1, 2020|March 31, 2021|QAR|20.156662|4|27|59|28|-|60|-|-|-|-|100%|Qatar| Integrated Annual Report 2020-21 Standalone Financial Statements | 326 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |48|W12 Studios Limited|October 31, 2018|June 1, 2020|May 31, 2021|GBP|101.060549|-|28|28|-|-|-|-|-|-|-|100%|U.K.| |49|TCS Business Services GmbH|March 9, 2020|April 1, 2020|March 31, 2021|EUR|86.203859|-|(28)|118|146|55|108|(4)|(1)|(3)|-|100%|Germany| |50|Tata Consultancy Services Ireland Limited|December 2, 2020|January 1, 2020|December 31, 2020|EUR|86.203859|216|14|426|196|-|234|15|1|14|-|100%|Ireland| |51|Postbank Systems AG|January 1, 2021|January 1, 2020|December 31, 2020|EUR|86.203859|28|(49)|2,132|2,153|-|382|(50)|-|(50)|-|100%|Germany| |52|TCS Foundation|March 25, 2015|April 1, 2020|March 31, 2021|INR|1.000000|1|1,087|1,092|4|161|-|93|-|93|-|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2021. 2. Equity stake in Technology Outsourcing S.A.C. was sold on December 1, 2020. 3. Tata Consultancy Services Ireland Limited was incorporated on December 2, 2020. 4. CMC Americas, Inc. was liquidated w.e.f. December 16, 2020. 5. Equity stake in Postbank Systems AG acquired w.e.f. January 1, 2021. 6. Tata Consultancy Services France SA was renamed as Tata Consultancy Services France. # For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director V Ramakrishnan CFO Rajendra Moholkar Company Secretary Mumbai, April 12, 2021 Integrated Annual Report 2020-21 Standalone Financial Statements | 327 # Glossary |5G|Fifth generation wireless technology for digital cellular networks. 5G is expected to be much faster and enable much higher volumes of data sharing than earlier generations of cellular networks. Its massive capacity and ultra-low latency are expected to usher in an era of hyper-connectivity, enabling newer use cases such as autonomous cars, and accelerating the adoption of IoT.| |---|---| |Agile Workspaces|These are key enablers of TCS' Location Independent Agile model, and represent the next generation work environment that facilitate greater collaboration among teams. It is characterized by partition-less open offices, informal seating, interactive surfaces for information capture, and modern collaboration devices for increased productivity.| |AI|See Artificial Intelligence| |ADM|See Application Development and Maintenance| |Agile|A collaborative approach for IT and business teams to develop software incrementally and faster. TCS has pioneered the Location Independent Agile™ model that allows for deployment at scale, and helps globally distributed organization execute large transformational programs quickly, while ensuring stability and quality.| |Algo Retail™|TCS' proprietary approach and suite of intellectual property that enables retailers to seamlessly integrate and orchestrate data flows across the retail value chain, harnessing the power of analytics, AI and machine learning in the areas of personalization, pricing optimization, marketing, online search and commerce to unlock exponential business value.| |Amortization|An accounting concept similar to depreciation, but used to measure the consumption of intangible assets.| |AgilityDebt™|AgilityDebt™ is a simple index developed by TCS, which uniquely indicates the burden carried by an organization that restricts its Agility."
+"The index is arrived at based on a holistic Agile maturity assessment framework that measures the gap against required Agile talent, roles, team composition, delivery practices, Agile culture, Agile technology and DevOps enablers. TCS uses AgilityDebt™ to assess where the customer's teams are in the Agile journey, find the bottlenecks, and accelerate their Agile transformations.| |Annuity Contract|A long-term contract which can guarantee regular payments.| |APAC|Acronym for Asia Pacific| |API|See Application Programming Interface| # Glossary # APIfication The process of exposing a discrete business function or data within an enterprise's systems through APIs. # Augmented Reality Technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction. # Business 4.0 TCS' thought leadership framework that helps enterprises leverage technology to further their growth and transformation agenda. Successful Business 4.0 enterprises use technology to deliver mass personalization, leverage ecosystems, embrace risk and create exponential value. Such enterprises are agile, intelligent, automated and on the cloud. # Application Development and Maintenance Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software over its lifetime. # Application Programming Interface A set of easily accessible protocols for communication among various software components. # Basis Point One hundredth of a percentage point, that is, 0.01 percent. # AR See Augmented Reality # Artificial Intelligence Technology that emulates human performance by learning, coming to its own conclusions, understanding complex content, engaging in natural dialogs with people, augmenting human effort or replacing people on execution of non-routine tasks. Also known as Cognitive Computing. # BFSI Acronym for Banking, Financial Services and Insurance. # Big Data A high volume, high velocity, and/or high variety information asset that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization. # Blockchain A distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision. # Assets Under Custody A measure of the total assets for which a financial institution, typically a custodian bank, provides custodian services. # AUC See Assets Under Custody # Attrition Measures what portion of the workforce left the organization (voluntarily and involuntarily) over the last 12 months (LTM). Attrition (LTM) = Total number of departures in the LTM / closing headcount # BPaaS See Business Process as a Service # BPS See Business Process Services # Buyback A corporate action in which a company returns excess cash to shareholders by buying back its shares from them and usually extinguishing those shares thereafter. The company's equity share capital and the number of shares outstanding in the market correspondingly reduces. # CAGR See Compounded Annual Growth Rate # Integrated Annual Report 2020-21 # Glossary |Capital Expenditure (CapEx)|Funds used by a company to acquire, upgrade, and maintain physical assets such as property, buildings, an industrial plant, technology, or equipment.| |---|---| |Cash and Cash Equivalents|Cash comprises cash on hand and demand / time / fixed deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.| |Cash Flow|Inflows and outflows of cash and cash equivalents.| |Cash Flow from Operating Activities|Primarily derived from the principal revenue producing activities. Therefore, they generally result from the transactions and other events that enter into the determination of profit or loss.| |CBO|See Cognitive Business Operations| |CC|See Constant Currency| |Chatbots|Computer programs designed to simulate conversation with human users, especially over the internet. They are typically used in dialog systems for various practical purposes like customer service or information acquisition.| |Cloud|See Cloud Computing| |Cloud Computing|The delivery of easily provisionable computing resources - servers, storage, databases, networking, software, analytics and more - over the internet, consumed on a pay-as-you-go basis.| |Connected Computing (CCT) Platform|Part of the TCS ADD suite, CCT is an innovative software-as-a-service platform that enables life sciences companies to significantly transform patient engagement in clinical trials and improve adherence to protocols, as well as the efficiency and accountability of clinical trials.| |CMT|Acronym for Communication, Media and Technology| |Cognitive Automation|The use of AI and machine learning to automate relatively more complex tasks that require reasoning capability and contextual awareness."
+"TCS' ignio™ is a leading cognitive automation software product in the market today.| |Contextual Knowledge|This is tacit knowledge pertaining to, and specific to, the granular nuances of a customer's business and IT landscape, acquired on the job over a period of time. TCS teams use their contextual knowledge to design technology solutions that are uniquely tailored for that customer, and therefore, a potential source of competitive differentiation.| |Consumer Packaged Goods (CPG)|Acronym for Consumer Packaged Goods| |Core Banking System|A back-end system that processes daily banking transactions and posts updates to accounts and other financial records; typically includes deposit, loan and credit processing capabilities, with interfaces to general ledger systems and reporting tools.| |Co-Innovation Network (COIN)|This is an extended, global innovation ecosystem curated by TCS, to harness the innovation efforts of start-ups and academia, and incorporate them into transformational solutions built by TCS for its customers.| |Compounded Annual Growth Rate (CAGR)|The annual growth rate between any two points in time, assuming that it has been compounding during that period.| # Integrated Annual Report 2020-21 # Glossary |Core Modernization initiatives that target the one or more elements of the organization's operations stack consisting of business processes, software systems and underlying infrastructure, usually to enable greater agility, scalability, resilience and a superior customer experience. These are typically large in scale and scope, and entail the integrated delivery of multiple capabilities.| | | | |---|---|---|---| |Digital Twin|A digital replica of a physical entity. For instance, a digital twin of a factory is a virtual model of the factory built using its data, process and people information. The Impact of any change in a process in the real factory can be studied by simulating the change in the digital twin.| | | | | |Earnings Per Share|The amount of that period's Net Income attributable to a single share after deducting any preference dividend and related taxes.| | |EPS = [Net profit attributable to Shareholders of the Company - Preference dividend, if any] / Weighted average number of equity shares outstanding during the period| | | |Cyber Security|Technologies, processes and practices designed to protect networks, computers, programs and data from attack, damage or unauthorized access.| | | |Discretionary Spend|Also known as Change the Business (CTB) spend, it is that portion of the IT budget which is used to fund projects that are not, strictly speaking, essential for day to day operations, but are more transformational in nature. In uncertain economic times, when businesses are forced to cut spends in response to decline in income, discretionary spend is often the first to be scrutinized. However, what is considered discretionary is subjective and may differ considerably amongst businesses even within the same sector.| | | |Days' Sales Outstanding (DSO)|A popular way of depicting the Trade Receivable relative to the company's Revenue.| | | | |DSO = Trade Receivable * 365 / LTM Revenue| | | |Depreciation|A method of allocating the cost of a tangible long-term asset over its useful life. It is a non-cash accounting entry found in the statement of profit and loss.| | | |Distributed Ledger Technology|See Blockchain| | | |DevOps|Represents a new way of working to rapidly deploy new releases of a software in production using high levels of automation and tooling. TCS recommends adoption of DevOps, along with Agile for speed to market.| | | |Enterprise Agile|The adoption of Agile methods across all the business functions of the enterprise, designed to empower employees, foster collaboration and drive a culture of continuous innovation at scale.| | | |Dividend|One form of distribution of profits earned by the Company and is usually declared as an amount per equity share held by the shareholders. TCS has a policy of declaring quarterly interim dividends and the final dividend is approved by the shareholders in the Annual General Meeting.| | | | |Fair Value|The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.| | |Digital|Represents new age technologies such as Social Media, Mobility, Analytics, Big Data, Cloud, Artificial Intelligence and Internet of Things."
+"Increasingly, with these technologies becoming mainstream, this word is becoming redundant.| | | | |ETR|See Effective Tax rate| | |Effective Tax Rate|The proportion of the Profit Before Tax that is provided towards income taxes.| | | | | |ETR = Tax expense / Profit Before Tax| | |Engineering and Industrial Services|Consists of next generation product engineering, manufacturing operations transformation, services transformation, embedded software and Internet of Things.| | | # Glossary # Fintech Businesses that use technology to make financial services more efficient. Some fintech developments have improved traditional services, for example mobile banking apps, while others have revolutionized services such as pay per mile car insurance, or created new products, such as Bitcoin. # Fixed Price Contracts A form of services contracts where the vendor takes a turnkey responsibility for delivering a solution for a certain price and within a mutually agreed timeframe. The customer is billed on completion of key project milestones and related deliverables. This arrangement gives the vendor considerable flexibility in the staffing and execution of the project. On the other hand, it also means bearing the project risk. # Forward Contract A hedging instrument wherein two parties agree to buy or sell a particular asset (such as stock or currency) at a pre-determined rate (or Forward rate) on a specific future date. For e.g. TCS enters into a forward contract to sell USD 1 million after 3 months @ `72. Irrespective of the prevailing USD-INR spot rate, TCS will be obliged to sell USD 1 million @ `72 at the end of 3 months. # Free Cash Flow Represents the cash a company generates through its operations, less the capital expenditure. Free cash flow = Cash flow from operating activities - Capital expenditure # Furlough A temporary cessation of work without pay for the employees, usually implemented by organizations facing under difficult economic conditions, and in lieu of laying off employees. # Gamification The process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation. # GDPR Acronym for General Data Protection Regulation, a European Union regulation for data protection and privacy. # Growth and Transformation Initiatives launched to improve the enterprise's revenues, leveraging technology to adopt new business models, drive new revenue streams, enhance customer experience or target new customer segments. This is in contrast to traditional outsourcing engagements where the focus is on improving efficiency and saving costs. # Inorganic Growth Growth in revenue due to mergers, acquisitions or takeovers, rather than due to an increase in the company's own business activity. # Internet of Things A network of interconnected machines or devices embedded with sensors, software, network connectivity, and necessary electronics to generate and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines/devices. # Invested Funds Aggregation of cash and various forms of investments (excluding investments in equity shares designated at fair value through OCI). Invested Funds = Cash and Cash Equivalents + Investments (excluding equity shares designated at fair value through OCI) + Bank deposits + Inter-corporate deposits # Integrated Annual Report 2020-21 # Glossary |Intellectual Property|An asset that is the result of a creative design or idea, such as patents, copyrights, reusable code, software products and platforms, and gives the owner exclusive rights over its usage, such that no one can copy or reuse the creation without the owner's permission.| |---|---| |Interactive Technology|Allows for a two-way flow of information through an interface between the user and the technology; the user usually communicates a request for data or action to the technology with the technology returning the requested data or result of the action back to the user.| |Involuntary Attrition|A reduction in the workforce due to the employer's decision to terminate employment, instead of the employees' decision to leave.| |IoT|See Internet of Things| |IP|See Intellectual Property| |KMP|See Key Managerial Personnel| |Key Managerial Personnel|At TCS, this refers to the Chief Executive Officer and Managing Director, Chief Operating Officer and Executive Director, Chief Financial Officer, and the Company Secretary."
+"Please refer to the company's policy on KMP.| |LatAm|Acronym for Latin America| |Managed Services|This is the practice of outsourcing to one service provider, also known as the Managed Services Provider (MSP), the end-to-end responsibility for providing, or orchestrating the provision through third party providers of, services around a range of processes and functions, in order to improve efficiency, service quality, agility and scalability.| |MSP|See Managed Services Provider| |MVP|See Minimum Viable Product| |Non-Controlling Interest|The share of the net worth attributable to non-controlling shareholders of the subsidiaries.| |Non-discretionary Spend|Also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected.| |Mobility|Information, convenience, and social media all combined together, and made available across a variety of screen sizes and hand-held devices.| |Machine First™ Delivery Model|A model that integrates analytics, AI and automation deep within the enterprise to redefine how humans and machines work together and to effectively deliver superior outcomes.| |Machine Learning|A type of artificial intelligence that provides computers with the ability to learn behaviors without being explicitly programmed.| |LTM|Last Twelve Months| |MEA|Acronym for Middle East and Africa| |Market Capitalization|The total market value of a company's total outstanding equity shares at a point in time. Market Cap = Last Trading Price * Total number of outstanding shares| |Minimum Viable Product|The most basic version of a new product, with the bare minimum functionality, which can be released to the users at the earliest, to be augmented with incremental features and functionality over subsequent iterative cycles. MVPs can be used by teams to learn about user behavior and validate the product value with minimum investment.| # Integrated Annual Report 2020-21 # Glossary |Options|A hedging instrument that offers the buyer the right to buy or sell the underlying asset (such as stocks or currency) on a future date, at a specified price, for small upfront fee called options premium. Eg: TCS purchases an options contract to sell USD 1mn @ ` 77/$ after 3 months, paying an option premium of `1 million. With this, TCS will have the right to sell USD 1mn at an exchange rate of `77, even if the prevailing market rate at the end of three months is, say `75. On the other hand, if the market rate is higher, say `79, then TCS can choose to let the options contract lapse and instead sell at the market rate.| |---|---| |Order Book|See Total Contract Value| |Organic Growth|The revenue growth a company can achieve by increasing its existing business activity. This does not include growth attributable to takeovers, acquisitions or mergers.| |Other Comprehensive Income|Other comprehensive income (OCI) comprises items of income and expense, including reclassification adjustments, that are not recognized in profit or loss as required or permitted by Ind ASs.| File: AR_TCS_2020_2021.md |PaaS|See Platform as a Service| |Personalization|Segmentation and responding to individual transactions, customized for a single customer in a single instance.| |Platforms|A group of technologies that are used as a base upon which other applications, processes or technologies are developed. Useful for optimizing costs and efforts, and eliminating iterative tasks to drive strategic business initiatives.| |Public Cloud|A computing service model used for the provisioning of storage and computational services to the general public over the internet. Public cloud facilitates access to IT resources on a 'pay as you go' billing model.| |Platform as a Service (PaaS)|A category of cloud computing that provides a platform and environment to allow developers to build applications and services over the internet. PaaS services are hosted in the cloud and accessed by users simply via their web browser.| |Pricing|The price charged to the customer for a billable effort, turnkey project or a certain process outcome, depending on the nature of the contract. Some use this term interchangeably (and somewhat inaccurately) with the average revenue realized by the company per utilized effort on an aggregate basis. See Realization.| |Realization|The revenue received by the company per utilized effort. Pricing varies by service and by market. Consequently, there can be changes in realization compared to a prior period, due to changes in the underlying business or geographic mix during the period. This does not necessarily mean that like-to-like pricing has changed. Also, realization doesn't take into account the costs and therefore, higher realization is not necessarily more profitable.| |Related Party Transactions|Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged."
+"Please refer to the Company's policy on Related Party Transactions.| |Product|In the technology context, refers to a packaged software program that is made available to multiple customers either on a license basis, or on a subscription basis, to enable the execution of certain common tasks or processes or business functions in a standardized way. This is the opposite of bespoke or custom software which is built to specifications to meet a customer's unique needs.| |Revenue|The income earned by the Company from operations by providing IT and consulting services, software licenses, and hardware equipment to customers.| # Integrated Annual Report 2020-21 # Glossary |RFP|Acronym for Request for Proposal, meaning a document that solicits proposal, often made through a bidding process, by an entity interested in procurement of IT services, to potential service providers to submit business proposals. An RFP is floated early in the procurement cycle and requested information may include basic corporate information and history, financial information, technical capability and estimated completion period, and customer references.| |---|---| |Secure Borderless Workspaces™|TCS' innovative operating model rolled out in response to the COVID-19 disruption. It is a fully location agnostic extension of the Location Independent Agile model, enabling employees to work remotely, while retaining the same high rigor in project management, governance and security. The fully distributed nature of this model is better suited to ensure business continuity. It leverages TCS' prior investments and incorporates the learnings and best practices around network management, standard service delivery environment, digitized governance processes, heavy use of collaborative and cloud based technologies and an internal SOC benchmarked to the best in the industry.| |Sole Sourced Contract|Non-competitive agreements that allow a single vendor to fulfill the needs of the contractual requirements. These types of contracts can be won when the competitor set narrows down significantly and comes down to a single vendor discussion, given the nature of the client's solution requirements.| |Special Economic Zone|In India, these are designated areas in which business and trade laws are different from the rest of the country, with various benefits and tax breaks to promote exports, attract investments, and create local jobs.| |Robotic Process Automation|The use of software tools to automate high-volume, repeatable tasks that previously required humans to perform. RPA is best suited for relatively simple and stable processes. Dynamic changes in the environment require ongoing upkeep of the robots, diluting the economic benefit of the automation. Increasingly, customers are preferring cognitive automation over RPA.| |T&M|See Time and Materials Contract| |STEM|An acronym for education in the fields of science, technology, engineering and math.| |Shareholder Payout Ratio|The proportion of earnings paid to shareholders as a percentage of the Company's earnings, i.e. Net Income attributable to Shareholders of the Company. Payout can be in the form of dividend and share buyback. Payout includes tax payable by the company on behalf of the shareholders in the form of dividend distribution tax and buyback tax.| |TCS Pace™|A brand promise that represents the way TCS channels its domain knowledge and organizational units - business and technology services, industry solutions units, and the research and innovation organization - into internal and external co-innovation programs.| |TCS Pace Port™|Physical spaces where TCS Pace can be experienced. These spaces are close to academic and start-up hubs, and enclose innovation showcases, Agile workspaces and think spaces. They encourage brainstorming, design thinking and collaborative innovation with internal and external partners.| |Simplification|The rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers. The primary purpose is to shrink the IT footprint and make operations leaner and more efficient.| |TCV|See Total Contract Value| # Integrated Annual Report 2020-21 # Glossary |Time and Materials Contract|A form of services contract where the customer is billed for the effort (in hours, days, weeks, etc.) logged by the project team members. Project risk is borne by the customer. This contrasts with Fixed Price Contracts.| |---|---| |Total Contract Value|An aggregation of the value of all the contracts signed during a period and a useful indicator of demand, and near term business visibility.| |Turnkey Contracts|See Fixed Price Contracts| |Unearned and Deferred Revenue|Invoices raised in line with agreed milestones for services yet to be delivered."
+"In other words, it is the amount that has been invoiced although the underlying effort is yet to be expended.| |Virtual Reality (VR)|See Virtual Reality| |XR|Extended reality, an umbrella term that covers augmented reality, virtual reality and mixed reality.| |Virtualization|The abstraction of IT resources - like a server, client, storage or network - that masks the physical nature and boundaries of those resources from the users of those resources.| |Voluntary Attrition|Refers to reduction in workforce resulting from employees willingly leaving the organization to pursue other opportunities, spend time with family, or for some other personal reason.| Y-o-Y: Year-on-Year Disclaimer: This glossary is intended to help understand commonly used terms and phrases in this report. The explanations are not intended to be technical definitions. If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail. # GRI Annexures # ABOUT THIS REPORT This report for FY 2021 (year ending March 31, 2021) is an Integrated Report, that covers TCS' performance across financial, human, intellectual, relationship, social, natural and manufactured capitals. The last edition was for FY 2020. It has been prepared in accordance with the Integrated Reporting framework and GRI Standards Core Option. # SCOPE AND BOUNDARY OF REPORTING # Reporting period This report is produced and published annually. It provides material information relating to TCS strategy and business model, operating context, material risks, stakeholder interests, performance, prospects and governance, covering the year April 1, 2020 to March 31, 2021. # Financial and non-financial reporting The basis and exclusions for reporting are as below: |Data|Basis|Exclusions| |---|---|---| |Financial|TCS' consolidated global operations|None| |Human Resources|TCS' global operations, including wholly owned subsidiaries|Subsidiaries not wholly owned by TCS (accounting for 2.4% of the consolidated headcount)| |Environmental|Delivery centers in Brazil, Chile, China, Colombia, Hungary, India, Mexico, Peru, Philippines, Singapore, UK, and Uruguay|Remaining delivery centers, accounting for ~4% of the headcount| 1 102-10, 102-45, 102-46, 102-48, 102-49, 102-50, 102-51, 102-52, 102-54, 102-56 # Stakeholder Engagement Framework The data measurement techniques used, and the basis of calculations and estimates have been mentioned in the relevant areas of this report. TCS does not believe there is any substantial divergence from the GRI Indicator Protocols. The scope, boundaries, and methodology for data analysis in this document remain the same as in the prior year. There has been no restatement of information or changes in the material topics or boundaries since the prior year. The data is sourced from Ultimatix, TCS' core enterprise platform. Other supporting data is reviewed by relevant third-party assurers as part of ISO and financial audit. # Assurance Ernst & Young has assured the data presented under GRI Standards disclosures as specified in their Assurance Statement. The scope and basis of assurance have been described in their assurance letter. The Board was not involved in seeking this assurance. # Contact Corporate Headquarters: TCS House, Raveline Street, Fort, Mumbai 400 001, Maharashtra, India. Website: www.tcs.com # Feedback Please email any feedback / queries: corporate.sustainability@tcs.com Any other topic: investor.relations@tcs.com # Stakeholder Engagement TCS strives to create value for all stakeholders and aspires to understand and act upon material matters for its business, stakeholders, and society. TCS' strategy is based on its stakeholder engagement program and a materiality assessment. TCS engages with a broad spectrum of stakeholders, to deepen its insights into their needs and expectations, and to develop sustainable strategies for the short, medium, and long term. Stakeholder engagement also helps to manage risks and opportunities in business operations. # Stakeholder Overview The below table shows an overview of TCS' stakeholder group and how the company engages with them: |Stakeholder Group|Engagement Method| |---|---| |Customers|Structured and unstructured interactions| |Employees|Surveys, town halls, 1x1 meetings| |Shareholders|Periodic updates| |Academic Institutions|Collaborative projects| |Head-hunters and Staffing Firms|Recruitment processes| |Other Suppliers and Partners|Regular meetings| |Industry Bodies (e.g., NASSCOM, CII)|Membership and participation| |Governments|Policy discussions| |NGOs|Community engagement| |Local Communities|Outreach programs| |Regulators|Compliance meetings| |Society at Large|Public forums| # Footnotes 2 102-3, 102-53 3 102-13 4 102-40, 102-42 5 102-43 # Integrated Annual Report 2020-21 # GRI Annexures 338 # Customers # How TCS engages?"
+"- As needed: Project-related calls and meetings; project management reviews; relationship meetings and reviews; executive meetings and briefings; customer visits; responses to RFIs/RFPs; sponsored events; mailers; newsletters; brochures - Continuous: TCS website; social media (LinkedIn, Twitter, Facebook, Instagram, YouTube) - Half-yearly: Customer satisfaction surveys - Annual: Customer summits; Innovation days; Executive customer surveys; Sponsored Community events # Employees # How TCS engages? - As needed: Town halls; roadshows; project or operations reviews; video conferences; audio conference calls; one-on-one counselling - Monthly: @TCS (in-house magazine) - Continuous: TCS website; Ultimatix Notice Board; CEO Connect; CTO Blog; Corporate Corner; Knome; dipstick surveys; grievance redressal system - Annual: PULSE (employee feedback survey); long-service awards; sales meets; Blitz (business planning meet) # Shareholders # How TCS engages? - As needed: Press releases and press conferences; email advisories; facility visits; in-person meetings; investor conferences; non-deal roadshows; conference calls - Quarterly: Financial statements in Ind AS and IFRS; earnings call; exchange notifications; press conferences - Continuous: Investors page on the TCS website - Annual: Annual General Meeting; Annual Report # Head-hunters; staffing firms; other suppliers # How TCS engages? - One-time: RFIs/RFPs; empanelment process - As needed: Transactional meetings; periodic reviews; surveys # Academic Institutions # How TCS engages? - As needed: Academic Interface Program; Co-Innovation Network (COIN™) meetings - Continuous: TCS website; academic portal - Annual: Sangam (high-level academic conference); campus recruitment # Partners and Collaborators # How TCS engages? - As needed: Meetings/calls; COINTM meetings; visits; partner events - Monthly: Conference calls - Quarterly: Business reviews - Annual: Partner events # Industry bodies, Regulators # How TCS engages? - As needed (need basis / usually 1-2 meetings in 3 months' basis): - - Conferences and seminars - surveys - working committee meetings - other meetings Annual: Conferences; summits # Governments; NGOs; local communities; society at large # How TCS engages? - As needed: Governance RFIs/RFPs; presentations; project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys; press releases; press conferences; media interviews and quotes; sponsored events - Continuous: TCS website Integrated Annual Report 2020-21 GRI Annexures | 339 # Identification of Material Topics TCS conducts annual materiality assessments to update the list of material topics. The key elements of that assessment include: |ENGGAMENT|SUSTINBILITY CONTEXT| |---|---| |ITH STKEHOLDERS|ND VLUE CHIN| |Stakeholder interactions result in the identification of a broad funnel of issues important to each of the constituencies. The Company's Sustainability Council uses discussions with internal and external stakeholders, as well as its own judgment, to prioritize and arrive at a list of material topics with significant economic, environmental, or social impacts on TCS' business, reputation, and operations.|The company looks at the role of TCS in wider sustainability issues, the impact the company has through its customer engagements and its operations, and the role that the company experts play in professional associations, industry forums and other thought leadership activities to address important issues raised by stakeholders.| Integrated Annual Report 2020-21 GRI Annexures | 340 # Key Material Topics # Key Concerns # Boundary of impact # TCS approach to them are listed below: |Why this is material|Key Concerns|TCS Approach|Boundary of impact|GRI (Page Reference Number)| |---|---|---|---|---| |Corporate Governance|* Governance Structure and composition * Independence of the Board and Minority Interest * Avoidance of conflict of interest * Board oversight * Disclosure and Transparency * Value, ethics and compliance * Enterprise Risk Management * Succession Planning * Remuneration Policy|* Pg 72 * Pg 73 * Pg 73 * Pg 73 * Pg 73; Disclosures - Pg 87-89 * Pg 73 * Pg 131 * Pg 74 * Pg 82|Internal|102-18 102-16 102-16 102-16 102-16 102-16 102-16 102-16 102-16| 6 102-47 7 102-44 8 102-46, 102-47: Boundary of Impact: Internal includes all TCS offices and campuses, 103-1 # Integrated Annual Report 2020-21 # GRI Annexures 341 # Why this is material # Key Concerns # TCS Approach # Boundary of impact # GRI (Page Reference Number) # Business Sustainability A financially strong, viable business that is able to adapt to changing technology landscapes to remain relevant to customers and profitably grow its revenues year-on-year is essential to meet longer term expectations of stakeholders."
+"- Economic performance - Demand sustainability - Investments in capability development # Performance Overview - Pg 127 # Strategy for sustainable growth - Pg 103 # TCS Strategy - Pg 106 # Business outlook - Pg 131 # Enabling investments - Pg 104 # Intellectual Capital - Pg 115 # Talent Management The company's ability to attract, develop, motivate, and retain talent is critical to business success. - Talent acquisition - Talent development - Diversity and Equal opportunity - Talent retention - Employee engagement - Occupational Health and safety # Pg 109 # Pg 110 # Pg 112 # Pg 112 # Pg 110 # Pg 113 Integrated Annual Report 2020-21 GRI Annexures | 342 # Why this is material # Key Concerns # TCS Approach # Boundary of impact # GRI (Page Reference Number) # Social Responsibility The business must be rooted in community and be aligned with the community's larger interests. Any adversarial relationship can hurt the company's ability to create longer term value. |* Local communities|* Social Capital - Pg 145| |---|---| |* Education and skill development|* Education - Pg 146| | |* Skill Development - Pg 148| |* Job creation|* Employment and employability - Pg 149| |* Taxes payable in different regions|* TCS standalone income taxes - Pg 311-315| | |* Country-wise subsidiary income taxes - Pg 324-327| |* Health and wellness|* Occupational Health and Safety - Pg 113| |* Environmental stewardship|* Natural Capital - Pg 169| # Environmental Footprint Business sustainability is linked to the planet's sustainability. Moreover, good environmental practices result in greater operational efficiency, adding to financial sustainability. |* Energy consumption|* The path to energy efficiency - Pg 171| |---|---| | |* GHG emissions - Pg 170| |* Water management|* Water conservation - Pg 172| |* Effluents and waste|* Waste reduction and reuse - Pg 173| Integrated Annual Report 2020-21 GRI Annexures | 343 # GRI Content Index |GRI Standard|Disclosure|Page No.|Omission| |---|---|---|---| |GRI 101: Foundation 2016|(GRI 101 doesn't include any disclosures)| | | |GRI 102: General disclosures 2016| | | | | |Organizational Profile| | | | |102-1 Name of the organization|3| | | |102-2 Activities, brands, products and services|99| | | |102-3 Location of headquarters|338| | | |102-4 Location of operations|99| | | |102-5 Ownership and legal form|3| | | |102-6 Markets served|99| | | |102-7 Scale of the organization|3| | | |102-8 Information on employees and other workers|108| | | |102-9 Supply Chain|109| | | |102-10 Significant changes to the organization and its supply chain|337| | | |102-11 Precautionary principle or approach|170| | | |102-12 External initiatives|103| | | |102-13 Membership of associations|338| | 102-55 Integrated Annual Report 2020-21 GRI Annexures | 344 # GRI Standard |Disclosure|Page No.|Omission| |---|---|---| |Strategy|102-14 Statement from senior decision maker|9| |Ethics and Integrity|102-16 Values, principles, standards, and norms of behavior|73| |Governance|102-18 Governance structure|72| |Stakeholder Engagement|102-40 List of stakeholder groups|338| | |102-41 Collective bargaining agreements|111| | |102-42 Identifying and selecting stakeholders|338| | |102-43 Approach to stakeholder engagement|338| | |102-44 Key topics and concerns raised|341| |Reporting Practice|102-45 Entities included in the consolidated financial statements|337| | |102-46 Defining report content and topic boundaries|337, 341| | |102-47 List of material topics|341| | |102-48 Restatements of information|337| # Integrated Annual Report 2020-21 # GRI Annexures 345 # GRI Standard |Disclosure|Page No.|Omission| |---|---|---| |102-49 Changes in reporting|337| | |102-50 Reporting period|337| | |102-51 Date of most recent report|337| | |102-52 Reporting cycle|337| | |102-53 Contact point for questions regarding the report|338| | |102-54 Claims of reporting in accordance with the GRI Standards|337| | |102-55 GRI content index|344| | |102-56 External assurance|337| | # Material Topics - Economic # GRI 201 - Economic Performance # GRI 103: Management Approach |Disclosure|Page No.| |---|---| |103-1 Explanation of the material topics and its boundaries|341| |103-2 The management approach and its components|102| |103-3 Evaluation of the management approach|127| # GRI 201: Economic Performance |Disclosure|Page No.| |---|---| |201-1 Direct economic value generated and distributed|15| # Integrated Annual Report 2020-21 # GRI Annexures 346 # GRI Standard # Disclosure # Page No."
+"Omission # Material Topics - Environment # GRI 302: Energy # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|171| |103-3 Evaluation of the management approach|171| # GRI 302: Energy 2016 302-1 Energy consumption within the organization 170 # GRI 303: Water # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|172| |103-3 Evaluation of the management approach|172| # GRI 303: Water 2018 303-3 Water withdrawal by source 172 # GRI 305: Emissions # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|170| |103-3 Evaluation of the management approach|170| # GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG Emissions 171 # Integrated Annual Report 2020-21 # GRI Annexures | 347 # GRI Standard # Disclosure # Page No. Omission # GRI 306: EFFLUENTS AND WASTE # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|172| |103-3 Evaluation of the management approach|172| # GRI 306: Effluents and Waste 2016 306-1 Water discharge by quality and destination 172 # Material Topics - Social # GRI 401: Employment # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|107| |103-3 Evaluation of the management approach|107| # GRI 401: Employment 2016 401-3 Parental Leave 111 # GRI 402: Labor/Management Relations # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|107| |103-3 Evaluation of the management approach|107| # GRI 402: Labor Relations 2016 402-1 Minimum notice periods regarding operational changes 111 # Integrated Annual Report 2020-21 # GRI Annexures 348 # GRI Standard # Disclosure # Page No. Omission # GRI 403: Occupational Health and Safety # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|113| |103-3 Evaluation of the management approach|113| # GRI 403: Occupational Health and Safety 2018 403-4 Worker participation, consultation, and communication on occupational health and safety 113 # GRI 404: Training and Education # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|110| |103-3 Evaluation of the management approach|110| # GRI 404: Training and Education 2016 404-1 Average hours of training per year per employee 110 # GRI 405: Diversity and Equal Opportunity # GRI 103: Management Approach |103-1 Explanation of the material topics and its boundaries|341| |---|---| |103-2 The management approach and its components|112| |103-3 Evaluation of the management approach|112| # GRI 405: Diversity and Equal Opportunity 2016 405-2 Ratio of basic salary and remuneration of women to men 111 # Integrated Annual Report 2020-21 # GRI Annexures 349 # GRI Standard # Disclosure |GRI|Disclosure|Page No.|Omission| |---|---|---|---| |GRI 413: Local Communities|GRI 103: Management Approach|103-1 Explanation of the material topics and its boundaries|341| | |103-2 The management approach and its components|145| | | |103-3 Evaluation of the management approach|145| | |GRI 413: Local Communities 2016|413-1 Operations with local community engagement, impact assessments, and development programs|146| | # Integrated Annual Report 2020-21 # GRI Annexures 350 # TCS Safe Harbor Clause Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and uncertainties that could cause actual results to differ materially from market expectations. These risks and uncertainties include, but are not limited to, our ability to manage growth, intense competition among global IT services companies, various factors which may affect our profitability, such as wage increases or an appreciating Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, pandemics, natural disasters and general economic conditions affecting our industry."
+"TCS may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements. # IT Services # Business Solutions # Consulting Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 www.tcs.com File: AR_TCS_2021_2022.md # TATA TCS/SE/39/2022-23 May 18, 2022 National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Bandra Kurla P. J. Towers, Complex, Bandra (East) Dalal Street, Mumbai - 400051 Mumbai - 400001 Symbol - TCS Scrip Code No. 532540 Dear Sirs, # Sub: Annual General Meeting Notice, Integrated Annual Report 2021-22 The twenty-seventh Annual General Meeting (""AGM"") of the Company will be held on Thursday, June 9, 2022 at 3.30 p.m. IST through Video Conferencing / Other Audio Visual Means. Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Integrated Annual Report of the Company along with the Notice of AGM for the financial year 2021-22 which is being sent to the Members, who have registered their e-mail addresses with the Company/ Depositories, through electronic mode. The Integrated Annual Report containing the Notice is also uploaded on the Company's website www.tcs.com. This is for your information and records. Thanking you, Yours faithfully, For Tata Consultancy Services Limited Pradeep Manohar Gaitonde Company Secretary cc: 1. National Securities Depository Limited 2. Central Depository Services (India) Limited 3. TSR Consultants Private Limited TATA CONSULTANCY SERVICES TATA Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel. 91 22 6778 9595 Fax 91 22 6778 9660 e-mail corporate.office@tcs.com website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021. Corporate identification No. (CIN): L22210MH1995PLC084781 # Innovating for Greater Futures # Integrated Annual Report # 2021 # Q&A with Finance and HR # Standalone Financial Statements # Content |About TCS|03| |---|---| |Helping RS Components Deepen Customer Relationships and Drive Profitable Growth|45| |Independent Auditors' Report|318| |Board of Directors|04| |Boosting Colruyt's Competitiveness with Algorithmic Pricing|46| |Standalone Balance Sheet|331| |Management Team|05| |Standalone Statement of Profit and Loss|333| |Letter from the Chairman|06| |Standalone Statement of Changes in Equity|334| |Letter from the CEO|09| |Standalone Statement of Cash Flows|337| |The Year Gone By|14| |Notes forming part of the Standalone Financial Statements|339| |Integrated Reporting Framework| | |Directors' Report|82| |Management Discussion and Analysis|107| |Corporate Governance Report|137| |Awards and Accolades|166| |Corporate Sustainability Report|174| |Business Responsibility and Sustainability Report|186| |Identification of Material Topics|412| |Consolidated Financial Statements| | |Independent Auditors' Report|233| |Consolidated Balance Sheet|243| |Consolidated Statement of Profit and Loss|245| |Consolidated Statement of Changes in Equity|247| |Consolidated Statement of Cash Flows|250| |Notes forming part of the Consolidated Financial Statements|252| # About # Tata Consultancy Services TCS is an IT services, consulting and business solutions organization that has been partnering with many of the world's largest businesses in their transformation journeys for over 50 years. TCS offers a consulting-led, cognitive powered, integrated portfolio of business, technology and engineering services and solutions. This is delivered through its unique Location Independent AgileTM delivery model, recognized as a benchmark of excellence in software development. A part of the Tata group, India's largest multinational business group, TCS has over 592,000 of the world's best-trained consultants in 55 countries."
+"The company generated consolidated revenues of US $25.7 billion in the fiscal year ended March 31, 2022, and is # Board of Directors | | |Average Age (years)|Average Tenure on the Board (years)| |---|---|---|---| | | |61|06| |51|71|03|15| # Board Independence (%) Independent 56% Non-Independent 44% # Average Tenure of Independent Directors on the Board (years) 05 03 10 # From left to right |Keki Mistry|COO|N G Subramaniam|CEO & MD|Hanne Sorensen|Rajesh Gopinathan| | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |C|C|M|I|M|M|NE|M|M|I|M|M|M|NE| # Board Committees |Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Executive Committee|Risk Management Committee*| |---|---|---|---|---|---| |N Chandrasekaran|Aarthi Subramanian|Dr Pradeep Kumar Khosla|Don Callahan|O P Bhatt|*Samir Seksaria (Chief Financial Officer) is also a member of the Committee| |C|C|M|N|M|N| |C|M|I|M|M|I| |C|M|M|I| | | # Management Team # Corporate |Rajesh Gopinathan|Chief Executive Officer and Managing Director| |---|---| |Rajashree R|Chief Marketing Officer| # Business Heads |Susheel Vasudevan|Relationship Incubation Group| |---|---| |Suresh Muthuswami|Chairman - TCS North America| |N G Subramaniam|Chief Operating Officer and Executive Director| |K Ananth Krishnan|Chief Technology Officer| |Krishnan Ramanujam|Enterprise Growth Group| |Amit Bajaj|North America| |Debashis Ghosh| | |Sapthagiri Chapalapalli|Business Transformation Group| |Samir Seksaria|Chief Financial Officer| |Madhav Anchan|General Counsel Legal| |Milind Lakkad|Chief Human Resources Officer| |Pradeep Manohar Gaitonde|Company Secretary| |K Krithivasan|Banking, Financial Services and Insurance| |Amit Kapur|UK & Ireland| # Letter from the Chairman The supply chain upheavals during the past couple of years are driving a shift towards rebalancing and resilience. As companies seek real-time data to transform their supply chains, AI and predictive analytics help capture insights and react to changing conditions. Your company is helping companies reconfigure their supply chains to ensure that they can serve their customers and stakeholders on time. Letter from the Chairman | 6 The change in technology consumption reflects the prevailing trends in the economy. Recent events have accelerated digital adoption, put the spotlight on supply chain resilience and added urgency to the sustainability imperative. Each of these represents an opportunity that can contribute towards the growth of not just your company, but of the ecosystem as a whole. Dear Stakeholder, The past couple of years have been a period of intense action and reflection. We have seen a global pandemic, geopolitical tensions, supply chain disruptions, the rise of cryptocurrency and many other public and private upheavals. As the dust settles, and a clearer picture of the world ahead emerges, I believe we are standing at the threshold of a period of great opportunity and growth. In the face of widespread change, your company has shown remarkable resilience and adaptability, coming out stronger than ever, after catastrophic events like the global financial crisis or the pandemic. In FY 2022, your company crossed a milestone of $25 billion in revenues, experiencing strong growth of 15.9%, adding an all-time high incremental revenues of $3.5 billion. Even more satisfyingly, this growth has come with an industry-leading operating margin of 25.3%. Since the start of the last decade, the company has grown over four times, comfortably outperforming its largest global competitors. This growth is the source of our energy and vibrancy, reflected in the 17.7% growth in market value to `13,83,427 crore in the past year. Digital transformation is now an integral part of the functioning of enterprises, governments and societies. Your company continues to play a critical role in this transformation, helping clients embrace new technologies, initially to cope with the crisis, and since then, to innovate at scale and grow their businesses. As a fitness enthusiast, I can tell you that the only way to transform in the long term is by strengthening one's core. It is no different for organizations. We work with large enterprises to simplify their technology landscape and strengthen their core by building a cloud-based digital foundation and embedding intelligent automation into their operations so they can focus on building memorable experiences for their customers. In addition to reducing its own carbon footprint in its journey to be net zero by 2030, your company is helping the world's largest corporations in developing and executing their sustainability roadmaps, deploying its portfolio of intellectual property and services to help them track their emissions, reduce their carbon footprint and get closer to their net zero goals. The supply chain upheavals during the past couple of years are driving a shift towards rebalancing and resilience. As companies seek real-time data to transform their supply chains, AI and predictive analytics help capture insights and react to changing conditions--from widescale disruptions to individual customer complaints. Your company is helping."
+"Letter from the Chairman | 7 # Letter from the Chairman Companies reconfigure their supply chains in many ways, including rolling out connected logistics to efficiently manage business disruption and ensure that they can serve their customers and stakeholders on time. I strongly believe that technology is at its most transformational when combined with the strength of human capital. In FY 2022, our employee strength grew to 592,195 with a record net addition of 103,546 employees. You will be proud of the way your company supported its employees and their families in dealing with the pandemic, including organizing what was perhaps the largest vaccination drive in corporate India for employees and families of not just TCS, but also of its extended ecosystem of partners and other group companies. In turn, our employees have shown remarkable resilience, loyalty and tenacity in ensuring that our customers are not impacted, despite significant personal challenges. I salute their spirit. Our purpose is anchored in the well-being of all our stakeholders, and the communities we operate in are very important stakeholders for us. Drawing from the legacy of the Tata group, we work closely with our communities to create equitable, inclusive pathways for all, especially women, youth and marginalized groups. We leverage four forms of capital - Intellectual, Technological, Human, and Financial - to bridge the opportunity gap for people and communities. Our primary focus areas are education, skilling, employment, and entrepreneurship. Additionally, we invest in basic health and wellness, water sanitation and hygiene, conservation, and disaster relief efforts. Since 2015, your company has invested $634 million in its community initiatives and empowered millions of people globally, primarily underserved students, minorities, youth, women and elders, to be literate, healthy, educated, digitally skilled, become rural entrepreneurs and gain employment. As we look ahead to the future, we go back to a key pillar of our strategy - customer centricity. Our organization structure, our investments in new capabilities and intellectual property, our delivery models and contracting structures have all been shaped by our clients' needs. Our new organization structure is designed to make every client continue to feel deeply valued, and to leverage TCS' rich set of capabilities and contextual knowledge to transform, grow and build better futures. With scale and by steadily expanding its transformation capabilities, TCS is moving from pursuing opportunities, to shaping those opportunities in the years ahead. Warm regards, N Chandrasekaran Chairman # Letter from the CEO Dear Stakeholder, With near normalcy all around, the pain and suffering caused by the pandemic at the start of the year seem so distant now. But the memories of TCSers and their loved ones we lost during the year will forever remain with us. My thoughts and prayers are with everyone who endured the loss of friends and family members to the pandemic. Given that context, I am grateful that on the business front we have much to feel happy about and celebrate. It has been a highly satisfactory year of consistently strong, profitable growth. In rupee terms, our revenue was ₹191,754 crore, which is growth of 16.8% (15.4% in constant currency). Our profitability continues to be industry-leading, with the operating margin at 25.3%, and net margin at 20%. Our Earnings Per Share was at ₹103.62, growing 16.1%* over the prior year. Our new purpose-designed organization structure, along with continued investments in building newer capabilities, next generation delivery models and assets that help our clients innovate at scale, and in building our brand, will help us deepen our customer relationships, expand our addressable market, gain market share and power growth in the years ahead. Our cash conversion continues to be very strong, with a cash conversion ratio of 104.2% and free cash flow of ₹36,985 crore. The Board has recommended a final dividend of ₹22 for the year, bringing the total dividend for the year to ₹43 per share. Additionally, during the year, we successfully completed our fourth buyback in five years, to the tune of ₹18,000 crore, representing a total payout of ₹38,010 crore including buyback tax of ₹4,192 crore paid out in April 2022. This amounts to over 102.8% of the free cash flow. 1 GRI 2-22 *Excluding provision towards legal claim in prior year. # Beyond the headline numbers, we are pleased with cloud transformation journeys However, the mindsets have changed."
+"During the year, enterprises moved from thinking of technology-led innovation as a way of coping with pandemic challenges, to looking at it as a means of powering their growth and transformation (G&T), especially in the case of clients who had already moved their most critical workloads to the cloud. Growth was led by Retail and Consumer Business which was impacted the most during the pandemic and which has bounced back strongly, growing 20.0%. Manufacturing grew 16.7%, Banking, Financial Services and Insurance grew 14.5% and Communications, Media and Technology grew 17.7%. Life Sciences and Healthcare grew 20.6% and Others which makes up 7.8% of revenues grew 15.5%. All our major markets grew in the mid-teens or above. North America grew 18.7%, Continental Europe grew 15.2% and UK grew 18.5%. Among emerging markets, Latin America grew 18.6%, India grew 16%, Middle East & Africa grew 16.3% while Asia Pacific grew 6.9%. # Innovating for Greater Futures Our outstanding performance this year, and the strong demand for our services that drove it, can be traced back to the innovation that enterprises scrambled to adopt at the start of the pandemic, to engage with customers digitally and to improve their operational resilience. The cloud adoption trends strengthened further in FY 2022, with more clients embarking on multi-horizon cloud journeys, while migrating to a new cloud-based. # All-time High Order Book In FY 2022, we won deals addressing a broad gamut of G&T objectives such as M&A, newer ways of working, product innovation, business model innovation and innovations around improved customer experience. We have been providing examples of these in our recent annual reports, including this year's report. The growing component of G&T revenue in our portfolio is also evidence that our differentiated, inside-out approach to transformation is resonating well with our clients. Our collaborative ways, and focus on harnessing collective contextual knowledge results in better buy-in for the transformation from stakeholders across the organization, setting it up for success. Our brand statement, 'Building on Belief', has also found strong resonance in the market, instilling hope into business and trust in the enterprise. # Letter from the CEO Digital core, is coming to an end as a key demand driver. Far from it, we saw strong deal flow right through the year from Horizon One initiatives. The sheer scale, depth of consulting expertise and full-service capabilities of our dedicated business units on each of the three large hyperscalers, and the investments we have made in building a rich portfolio of accelerators and toolsets for automating application and data estate modernization and cloud migration give us a distinct edge in this opportunity. Clients engaged us for some, or all, of the activities, starting from cloud assessment, business case preparation, roadmap creation, ERP consolidation and migration, application and data modernization and cloud migration. When core applications are re-engineered using cloud-native architectures, or on-premise ERP is moved to SaaS, it is not just a technology transformation but also a business transformation. Here too, our delivery model innovation, the Machine First™ approach, helped us win many large deals and gain share over pure play outsourcing companies. Our transformational approach embeds powerful technologies like machine vision, machine learning, and our AI-powered intellectual property such as ignio™ and Cognix™ into the core of our clients' processes, transforming the human-machine interface and delivering much leaner, faster and more resilient business and IT operations. Partnering with our clients in this initial phase is important not only for the sheer volume of business involved, but also because it is a gateway to the unbounded opportunity that the downstream innovation and transformation represent. The granular spend on innovation and transformation, cloud migration and outsourcing drove a strong flow of deals of all sizes. The total contract value of deals signed in the first three quarters averaged between $7-8 billion per quarter, capped by an all-time high order book of $11.3 billion in the fourth quarter. The robustness of the deal flow at the close of the year becomes evident when even after excluding the two mega deals of roughly a billion dollars each won in Q4, the order book TCV in Q4 was $9.5 billion, which is also an all-time high. The full year order book was $34.6 billion, our highest ever, representing a book to bill ratio of 1.3. The other big demand driver was outsourcing of business and IT operations."
+"There were three key reasons why enterprises outsourced more in FY 2022: the need to free up people as well as financial resources to execute their growth and transformation initiatives; talent scarcity especially in digital technologies, made worse by the Great Resignation; and the desire for leaner and more resilient IT and business operations. During the year, we saw many instances where clients engaged TCS to transform their operating models, and then manage those operations on their behalf. Such cloud transformation engagements are material, multi-year transformation engagements which when completed, result in resilient, future-ready digital technology stacks that enable leaner, more agile operations and very importantly, serve as a scalable foundation for their innovation and growth. Our purpose-driven approach to business and our values have shaped TCS' culture and work environment. We believe in investing in our people and giving them opportunities to realize their full potential. We believe in decentralized decision-making, in empowering leaders on the front lines, and in providing them all the support they need in their journeys. We also believe in treating the organization as an extended family, and standing by each member in their hour of need. This was best demonstrated in our response to the brutal second wave of the pandemic at the start of FY 2022. We scaled up our employee engagement, provided hospitalization support and access to Covid care centers at our facilities in 13 cities and undertook a massive - possibly the largest of its kind, pan-India vaccination drive, covering over a million individuals - employees and their dependents. # Letter from the CEO This philosophy, and our progressive policies and work organization crossed 50,000 this year, 24% of them women. Organizations like the UNICEF and the European Food Banks Federation are helping support war refugees streaming into neighboring countries. We are also matching funds raised by employees, families, and their networks, up to 500,000 Euros, as donation to these two organizations. The year also witnessed a sharp rise in employee turnover across the industry. TCS' attrition in IT services (LTM) was 17.4% in FY 2022. Despite the increase, your company stood out with the lowest attrition in the industry and remained the benchmark for talent retention. To support the strong growth momentum in FY 2022, we flexed the strength of that employer brand to set new benchmarks and cross new milestones in attracting and managing talent at scale across the world. Our workforce crossed the half-million mark in the first half of the year, and we ended the year with a headcount of 592,195, an all-time high net addition of 103,546 employees. The workforce remains a highly diverse one, with over 153 nationalities represented. We crossed an important diversity milestone this year, with the number of women in the workforce exceeding 200,000. We are also making progress, slowly but steadily, in improving gender diversity in the senior management ranks. Through focused leadership development programs, the number of women senior executives has grown 84% over the last 5 years, significantly higher than the male cohort. Organic talent development continues to be a key focus area in our journey to be a G&T partner to more of our clients. TCSers collectively logged 60.3 million learning hours and acquired over 3.5 million digital competencies in FY 2022. Very importantly, the number of Contextual Masters in the workforce remains a priority. # Community and planet We continued to work with communities across the world, pursuing our long-standing commitment to programs in the areas of health, STEM education, skills development and the bridging of digital divides. These programs are scaling well in reach as well as depth of impact, touching the lives of over 1.7 million beneficiaries - women, youth and marginalized people. To maximize the impact of our programs, we are now partnering with our customers in these initiatives. We engaged with 850 business leaders and teams, across 146 customer organizations and connected with over 50 government leaders on collaborative community efforts. On the environment front, we have good progress to report in our journey to become net zero by 2030. Our absolute carbon footprint across Scope 1 and Scope 2 emissions reduced by 66% over base year 2016 due to focused initiatives around energy efficiency and transition to renewable energy. We made a big leap on the latter, with use of renewable energy across TCS' global operations growing to 37.2% of the total (15.6% in FY 2021)."
+"# Looking Ahead Our all-time high order book, continued deal flow and pipeline velocity give us confidence in the sustainability of our business momentum. We are in the midst of a multi-year technology upgrade cycle that provides strong, structural growth drivers for the next few years. The geo-political tensions in Europe and the resultant impact on global economic growth are real threats. However, the pandemic has shown us that enterprise spending on technology is far more resilient than most people credit it for. It is central to organizations' ability to innovate and differentiate in good times, and to survive and adapt in tough times. Importantly, TCSers have also been quick to respond to the humanitarian tragedy in Ukraine, helping in rescue efforts, relief assistance, and resilience support. To address the urgent needs of children, women, and those facing food insecurity, TCS is making a financial contribution of 1 million Euros to international humanitarian efforts. evolving market dynamics may prompt reprioritizing of do, making them feel special, and investing in newer service lines to stitch together solutions that address programs, we are confident that technology spending itself will continue to grow. That growth and our expanding market share give us confidence of being able to sustain a certain base case growth, with room to maximize in better years. At our current pace of growth, it is only a matter of time before we double our revenues and hit the $50 billion mark. In our journey to that next logical milestone, we are focused on not only our velocity, but also on ensuring we get there fighting fit, so it does not become a finish line to stumble across, but a launchpad to achieve even greater heights. For this to happen we are focusing on two things. One, we want to arrive at that milestone with a more balanced portfolio, with a much larger proportion of business transformation revenues, so we have two equally strong growth engines for the journey ahead. For this, we want to build on our initial successes in the G&T opportunity, and put in place a structured way to deepen existing innovation and transformation engagements, while expanding the number of clients for whom we provide such services. Second, as we get larger, we shouldn't lose sight of what has brought us thus far - our customer centricity. Our success stems from the fact that year after year, our clients reward us with more work, and rank us #1 in customer satisfaction across all the service providers they work with. Our approach of putting the client at the center of everything we do, has paid us rich dividends. Regardless of how large we get, we want to make sure that our customer focus never wavers, and every client continues to feel just as valued. We have rolled out a new organization structure that will help us achieve these two imperatives. It retains the atomicity of our earlier architecture, and its three dimensions - industry verticals, horizontal service lines and geography-based sales. We have now added a fourth dimension, the stage of the customer's relationship journey with TCS. File: AR_TCS_2021_2022.md That journey begins when a client first signs up for some initial work. When we successfully deliver, they give us more work and that is how the relationship starts growing. As trust levels steadily go up, they start viewing TCS as a strategic partner and consolidate more and more of their technology requirements with us. That is how we have steadily grown and deepened relationships with nearly 60 clients globally who spend more than $100 million on us annually. This new purpose-designed organization structure, along with continued investments in building newer capabilities, next generation delivery models and assets that help our clients innovate at scale, and in building our brand, will help us deepen our customer relationships, expand our addressable market, gain market share and power growth in the years ahead. We thank you for your continued support in this exciting journey ahead. We have rearranged existing units into three business groups, each aligned to a particular phase in the customer relationship journey: the Relationship Incubation Group that will provide the high-touch, high engagement, delivery-focused model that new clients require; the Enterprise Growth Group which will do what today's TCS does best, that is, pull together capabilities from across the different."
+"Warm regards, Rajesh Gopinathan Chief Executive Officer and Managing Director # The Year Gone By Announced a new organization structure designed to provide a curated experience to each customer depending on where they are in the customer relationship lifecycle journey. Leveraging TCS' large and deep bench of leadership talent, the new structure further deepens the customer-centricity that TCS was always known for, and is expected to help make TCS the preferred growth and transformation partner to more of its clientele. Won a very large contract from a Fortune 100 US company, further expanding the long-standing partnership, to transform the technology at its global data centers into a future-ready, hybrid cloud stack for greater agility, flexibility, and improved operational resilience. TCS will also deploy a new cognitive-powered operating model to run that stack, to improve the availability of business applications and enhance user experience. Selected by Payments Canada, the country's largest payment organization, to transform its payment system operations and help implement the Real-Time Rail (RTR), the new real-time payments system that will allow Canadians to initiate payments and receive irrevocable funds in seconds, 24/7/365. TCS will leverage its deep knowledge of the payments domain, and extensive experience in designing and implementing large payment systems for clients across the world to help Payments Canada create and execute an integration roadmap for the RTR. Testing and deployment is a critical step in the introduction of the new real-time payment system and we're excited to work with TCS to execute on this next step for the RTR as we help shape the future of payments in Canada. Announced plans to grow operations in New Jersey by hiring nearly 1,000 more employees by the end-2023 to meet the strong demand for digital transformation. This follows a similar announcement earlier, to expand in Arizona by investing more than $300 million by 2026 and hiring over 220 employees by 2023. In both states, TCS will also grow the reach of its STEM and computer science education programs, expanding teacher training and student programs. Became the #2 most valuable brand in the IT services sector globally, according to Brand Finance, the world's leading brand valuation firm. According to the Brand Finance 2022 Global 500 IT Services Ranking report, TCS grew its brand value by $1.8 billion (+12.5%) year on year, to $16.8 billion in 2021. Completed the fourth successful share buyback in five years, to the tune of ₹18,000 crore at ₹4,500 per share, through the tender offer route, extinguishing 4 crore equity shares, representing 1.08% of the total paid-up equity share capital. The Year Gone By | 14 # Tata Group Chairperson and TCS Chairman N Chandrasekaran, was conferred the Padma Bhushan, the third highest civilian award in India, for distinguished service of high order in the field of trade and industry. and reliability, the Passport Seva program became an icon of Digital India and a source of national pride. Recognized as a Superbrand in Singapore for the first time, following recognition as a UK Superbrand for the seventh consecutive year. The latter acknowledges the company's exceptional business growth, its position as the top strategic IT player by revenue in the UK, its number one ranking in customer satisfaction, and its community initiatives. Ranked #1 in Customer Satisfaction in the largest survey of European businesses by Whitelane Research, for the ninth consecutive year, covering 1,800 CxOs from top IT spending companies in Europe. TCS' Overall Satisfaction Score was 84% with the lead over the nearest competitor expanding to 4 percentage points vs 1 percentage point in the prior year. Selected by the Government of India to drive the second phase of the pathbreaking Passport Seva program. TCS will refresh existing facilities and systems, develop new solutions to enable issuance of e-passports and further enhance the citizen experience. In the first phase launched in 2008, TCS transformed the citizen experience at its nationwide network of Passport Seva centers. Setting global benchmarks in service quality, timeliness, transparency, # Waterfront Marathon and Virtual Race through November 2026 Additionally, TCS renewed its title and technology sponsorship of the TCS New York City Marathon through 2029, and became the new title and technology sponsor of the TCS London Marathon for six years starting 2022. Launched TCS' Cyber Defense Suite--a comprehensive set of modular, quickly deployable cyber security services offered on a platform."
+"Augmenting the 10,000 cyber-specialists and global network of Threat Management Centers that TCS uses to secure its customers globally, the new platform provides 360-degree visibility and predictive intelligence to proactively defend and respond against evolving threats. The Year Gone By | 15 # Celebrated a milestone with the number of women in the workforce crossing 200,000 in December. Women-centric leadership development initiatives have resulted in the number of senior women executives growing 84% over the last 5 years. The company is part of the 2022 Bloomberg Gender-Equality Index that tracks the performance of public companies committed to transparency in gender-data reporting. Launched the TCS Assessment and Migration Factory, a set of tools, accelerators, and services that enable customers to shift their mainframe workloads to the new AWS Mainframe Modernization platform. # Became title partner to Jaguar Racing ahead of the 2021/22 ABB FIA Formula E World Championship. The team will now be known as Jaguar TCS Racing. TCS will leverage its leadership in technology transformation and partnerships across the EV value chain to help Jaguar TCS Racing become a catalyst for electrification, promote low carbon emissions and sustainable mobility. # Gained further market share in the UK, and was ranked #1 by revenue in the UK Software and IT Services Rankings 2021 by TechMarketView. The company performed very well in the rankings by sub-category as well, topping the Applications Operations category, and ranking #3 in Consulting and Solutions. # The Year Gone By | 16 # Launched `Rebegin', an initiative to enable experienced women professionals who had taken a work sabbatical due to family commitments, to reclaim their careers and pursue their professional aspirations in TCS. Over 14,000 job applications were received under this initiative in FY 2022. # Launched TCS Google Garages at the TCS Pace Port™ co-innovation centers in Amsterdam, New York and Tokyo. These Garages provide an immersive experience for companies to evaluate TCS' cloud solutions, develop and prototype applications, apply analytics and artificial intelligence (AI) capabilities using design thinking and agile development to rapidly address business opportunities and create value using Google Cloud. # Entered into a new partnership with Dutch Open one of Europe's most innovative and sustainable golf events. TCS will leverage its expertise in digital technologies to help the Dutch Open enrich participant and spectator experience. # The investments in innovation and strong market traction demonstrated by TCS' cloud units won several partner awards. TCS was named to the Microsoft Business Applications 2021/2022 Inner Circle, and also awarded two 2021 Microsoft Partner of the Year Awards. Similarly, TCS was named the 2020 Google Cloud Breakthrough Partner of the Year for outstanding results across sales, delivery, competency development, expertise, specialization badges, and growth of its customer base. # Partnered with the Australian Energy Market Operator (AEMO) to implement the switch from 30-minute settlement to 5-minute settlement in the national wholesale electricity spot market. The shorter settlement window, enabled by a cloud-based solution designed by TCS, is expected to provide a better price signal for investment in faster response technologies, such as batteries and gas peaking generators. # Continued to be the preferred transformation partner to market infrastructure institutions, with TCS BaNCS for Market Infrastructure and Custody solutions powering the operations of over 50 market-critical institutions across 66 countries. The Year Gone By | 17 # Inaugurated TCS Pace Port™ Amsterdam Inaugurated TCS Pace Port™ Amsterdam, a co-innovation and advanced research center where TCS teams will co-innovate with European customers, drawing on an ecosystem of partners from academia, government institutions, start-ups and technology providers. The center will enable ideation and rapid prototyping with a clear focus on finding and creating sustainable solutions. # Q1 Samir Seksaria took over as the company's Chief Financial Officer on May 1, 2021, following the retirement of V Ramakrishnan. He moved to Corporate Finance in 2004 and played a critical role in the company's IPO. Prior to becoming CFO, he headed the financial analytics, planning and business finance functions. On November 1, 2021, Pradeep Manohar Gaitonde stepped in as the Company Secretary in place of Rajendra Moholkar who retired. # Winner The ninth season of TCS CodeVita attracted 136,054 participants from 34 countries, winning it a Guinness World Records™ title at the world's largest computer programming competition. College students from around the world competed in solving complex programming challenges over an intense six-hour period, to win cash prizes and be ranked among the top student programmers globally."
+"# Vaccination Launched a pan-India vaccination drive against Covid-19, covering TCSers and their families, across all TCS locations as well as smaller cities that some employees were remote-working from. The TCS Vaccination League benefited 1.2 million individuals and resulted in over 87% of employees in India getting fully vaccinated and 95% receiving at least one dose. The Year Gone By | 18 # TCS' Integrated Business Model for Value Creation using the Five Capitals |Domain knowledge, contextual knowledge, Intellectual Capital| |Partners|Contextual Technology and COIN Knowledge| |---|---|---|---| |Human Capital|Skills, competencies, capabilities, knowledge|OPERTIONS| | | |and motivation of employees|Research & Innovation| | | | |Products & Platforms|Services & Solutions| |FINNCIL CPITL|Sources of funds from business operations, financing or investing activities| | | |Natural Capital|Renewable & Non-renewable Resources| |VLUE| |Talent acquisition| | |CUSTOMER| |Talent Engagement| |Talent Development|ENGGEMENT| |Customer Goodwill/Brand Value/CSR/Taxes| | | | | |Social & Relationship Capital|Investors, Customers, Employees, Communities Goodwill|Stakeholder Payout, Reserves| TCS' Integrated Business Model | 19 # Financial Capital The 25-fold revenue growth over the last 20 years is a testimony to the strength of our business model and our ability to reinvent ourselves in an ever-evolving technology landscape to stay relevant to our customers while remaining focused on creating value for all our stakeholders. # Economic Value Generated and Distributed1 # Outcomes - Best in class profitability and strong balance sheet provide greater ability to invest in newer capabilities and to weather economic downturns, macro uncertainties - Consistently high shareholder returns enhances social and relationship capital | |₹ 107,554 cr|₹ 35,747 cr|₹ 13,238 cr| |---|---|---|---| | |+ 17.1%|+19.6%|+ 15.5%*| | |Employee cost|Other cost of operations|Tax expense| # Economic Value Distributed |₹ 191,754 cr|+ 16.8%| |---|---| |Economic value generated| | |₹ 855 cr|₹ 2,242 cr|₹ 38,010 cr| |---|---|---| |+ 16.0%|+ 17.0%|+ 12.2%| |Community Investments|R&D and innovation including innovation center development|Shareholder payout including unpaid final dividend, Buyback and taxes| 1 GRI 201-1 * Excluding provision towards legal claim in prior year # Financial Highlights # Revenue Trend | |FY 2018|FY 2019|FY 2020|FY 2021|FY 2022| |---|---|---|---|---|---| |Revenue|25,067|28,593|32,369|38,802|164,177| |CGR|10.2%| | | | | # Operating Profit Trend | |FY 2018|FY 2019|FY 2020|FY 2021*|FY 2022| |---|---|---|---|---|---| |Operating Profit|39,949|191,754|24.8%|25.6%|25.9%| |Operating Margin|24.6%| | | | | # Earnings per share |FY 2018|FY 2019|FY 2020|FY 2021*|FY 2022| |---|---|---|---|---| | | | | | | ^ Earnings per share is adjusted for bonus issue # OCF and Cash Conversion |Cash Usage#|116.2%|104.2%|100.1%|97.1%|90.9%| |---|---|---|---|---|---| |Cash usage for the period FY 2018 to FY 2022| | | | | | # Shareholder Payouts |FY 2018|FY 2019|FY 2020|FY 2021*|FY 2022| | | | | | | |---|---|---|---|---|---|---|---|---|---|---| | | | | |Dividend| |37,450| | | | | | | | | |Special| | | | | | | | | | | |Buyback| | | | | | | |Shareholder Payout ratio|90.5%|1.8%|7.5%|92.6%|98.6%| | | | | | # includes proposed final dividend * Excluding provision towards legal claim Financial Capital | 2142,481 # TCS Employees by Region, Age and Gender # Human Capital | | | | | |India|North America| | | |---|---|---|---|---|---|---|---|---| | |M|M| | | | | |15%| | | | | | |F|0.1%|F|5%| | | | | |17.4%|M|6%|M|21%| | |592,195| |103,546|Employees| | | | | | |Workforce| |Net Addition|Talent Retention| | | | | | |Globally distributed highly localized| |Highest ever|Best in the Industry| | | | | | | | | | |United Kingdom| |Europe| | | | | | | |M|15%|M|19%| | | | | | |F|11%|F|6%| | | | | | |M|17%|M|17%| | | | | | |F|11%|F|6%| | | | | | |M|15%|M|19%| | | | | | |F|10%|F|11%| | | | | | |M|11%|M|13%| | | |153|3 Generations|Rising up the ranks| | | | | | | |Nationalities|88% Millennials|% Women improved at mid- and senior levels over last 5 years| | | | | | | |210,000+|Women|35.6% of workforce| | | | | |84%+ Increase in senior women| |executives over last 5 years| | | | | | | | | |678|Women patent holders| | | | | | | | | |Junior|Middle|Senior| | | | | | | | |M| |25%|M|14%| | | | | | |F|14%|F|14%| | | | | |FY 2018|FY 2022| | | | 1 GRI 401-1, 2 GRI 405-1 Human Capital | 22 # Talent Development TCS takes a purpose-centric approach to learning and development that leverages horizontal collaboration and the abundance of internal talent in an ecosystem where the training is just-in-time, just-for-me and just-enough."
+"| | |Digital competencies|Employees deep skilled| | |---|---|---|---|---| |Average Learning Hours per employee|3|121 hrs| | | |Senior|77|91|53|Male| |Middle|50| |Female| | |Junior| |154|144| | # Fresher Training TCS Elevate Linking learning to career growth Contextual Masters Xplore foundational virtual training with certifications, daily webinars, weekly assessments and gamified contests |Employees identified as high talent, with higher pay|13,000| |---|---| |+169% YoY|50,000 CMs| |100,000+|trainees onboarded.| |The highest ever|24% Women| 3 GRI 404-1 Human Capital | 23 # Four dimensions of TCS' Research and Innovation: # Innovation in the Core Business: Continuous creation of innovative new solutions in the core business, delivering incremental benefits using existing capabilities in areas like cloud, code, data and cybersecurity. Also includes newer functionality in existing products and platforms, or their replatforming onto hyperscaler clouds. Eg: TCS MastercraftTM, JileTM 4.0, TCS BaNCS Marketplace. # Technology-led innovation Use of emerging technologies to enable seamless human-machine collaboration and transform the client's way of doing business. Eg: Algo Retail suite (TCS Optumera™, TCS OptuniqueTM and TCS Omnistore™), TCS ADD™, TCS TwinXTM, Sustainability solutions (TCS Clever EnergyTM and TCS EnvirozoneTM), QuartzTM. # Highlights: |6,500+|researchers, inventors, and innovators| |---|---| |2,287/6,583|patents granted/ filed (cumulative)| |240+|publications| |40+|Research and Innovation Centers| |5|Pace Ports| |2,600+|start-up partners| # Business and Ecosystem-led Innovation Leverage of domain and contextual knowledge, research outcomes and TCS COIN to connect ecosystems and transform industries. Eg: TCS Cognitive Plant Operations Adviser (CPOA), TCS' DeXAM, TCS AvianaTM, TCS HOBS ™. # Blue Sky Innovation Long-term investments in futuristic areas of research to address customers' needs that are not yet realized. Includes: cognitive robotics; quantum computing; next-generation communications technologies. Other research topics include sensing, digital twins for social systems, efficient and robust AI & deep learning, metagenomics, immersive technologies, sustainability, generative design for materials, manufacturing & life sciences, and personalized nutrition and medicine. Intellectual Capital | 24 # TCS Suite of Products and Platforms # B NCS # Digital Advantage for Life Sciences - 22 new wins (50% of the new wins were on TCS BaNCS Cloud) and 16 go lives in FY 2022 - Highlights: - Services more than 35% of the world's banking population - More than 100 million transactions run on TCS BaNCS Cloud daily - Records 10 million new trades per day (peak) across 100+ countries - Offers ready market connectivity to 45+ local markets for settlements - Services over 20 million life, annuity and pension policies and 135 million property and casualty policies across the globe - Onboarded 700+ corporates to enable job outcome linkage through TCS NQT - Conducted ~45 million in-center and ~2.9 million remote assessments at national and regional scale - 110+ new wins in India and 15 in international market - Launched 250+ learning offerings (NQT variants, Certifications/Courses, Games), in latest tech. domains such as AI/ML, Big data, Data Mining/Analytics; banking & finance domain and in manufacturing sector in partnership with NTTF, ICA, and Tata Strive - Highlights: - 268 million candidates assessed till date; largest in-center assessment with 18.9 million candidates - 36.5 million remote assessments done - 700+ clinical trials supported by TCS ADD Platforms till date, Implemented across 50,000+ sites across the world. - 3 new wins and 1 go live in FY 2022 # Additional Highlights - World leading cognitive automation software for IT and business operations - 100+ deals closed in FY 2022, 27 new customers went live - 11,500+ ignio trained professionals, 4,100+ ignio certified professionals till date - 35 patents granted to date - AI and ML powered merchandise optimization platform that enables retailers to unlock exponential value by optimizing their space, mix and price in an integrated manner."
+"- 1 new win and 3 go-lives in FY 2022 - ERP on cloud: 896 clients in manufacturing - 136 patents filed till date; 37 granted Intellectual Capital | 25 # MasterCraft - AI powered system of actionable intelligence - powered by an enterprise digital twin (customer, product, process) to help business leaders simulate and optimise enterprise decisions, predict and proactively manage outcomes - Digital platform to optimally automate and manage IT processes - Intelligent smart contract development toolkits, Integration solutions and 'Designed for DLT' business solutions that provides foundational technology, tools and business components for creating distributed ledger solutions across varied industries - FY 2022 Highlights: 46 billion records processed for data privacy, 8.2+ billion Records processed for data quality, 8.8+ million lines of code (mloc) analyzed, thus helping clients get the right insights from legacy code and automate the business rules extraction with an overall productivity improvement of 20% - 30%, 3.4+ mloc of high-quality Java and JavaScript codes generated, resulting in 50% more productivity in development - 20 new wins and 9 go-lives in FY 2022 - TwinX Business Highlights: - Risk Free Experimentation Users: 5000+ - Number of End-Customer Orders Processed: 33 Mn - Number of Digital Twin transactions: 10 Mn - New Product Ideations: 20 - Safety Twin ensures zero harm workplace/ saves precious human lives in hazardous manufacturing facilities - Launched in Google Cloud in Oct 21 # AI powered unified commerce platform - Can flexibly orchestrate unified omnichannel customer journeys and help businesses roll out new services and apps quickly without having to worry about channel constraints. It can serve diverse lines of business - general merchandise, discount, specialty, fashion, restaurant, post office, telecom, and travel and hospitality industries. - 3 new wins and 5 go-lives in FY 2022 - SaaS-based, scalable Agile DevOps platform to accelerate software development and delivery and integrate DevOps tools - 13,000+ active users till date Intellectual Capital | 26 # Social Good TCS Research collaborated with Prayas Help Group to develop a digital twin of Pune city to predict the spread of the pandemic and help devise local strategies to control it. TCS' inventors and innovators continued to mentor young social entrepreneurs as part of TCS Foundation's Digital Impact Square (DISQ). Over 30 start-ups are currently under various phases of incubation and graduation under DISQ. Prominent themes around which social challenges are being addressed include AgriTech, Assistive Tech, Citizen Services Tech, EduTech, HealthTech and Sustainability Tech. A number of assistive technologies have emerged from TCS R&I, including Assisto (speech aid for cerebral palsy); VHAB (Immersive Physio); Verbose (Speech-to-text); School at Home assistance for disabled; Emotrain (Training for Autistic) and Home Bound (COVID related remote medical assistance). These were especially useful during the pandemic, where much of the training and support for children with special needs had to be virtual. Intellectual Capital | 27 # Outcomes # Relationship and Social Capital TCS' business model and strategy have resulted in deep and enduring customer relationships, a vibrant and engaged workforce, a steady expansion of its addressable market, a strong reputation as a responsible corporate citizen and a proven track record in delivering longer term stakeholder value. All of this has significantly enhanced the company's brand value, which is a quantifiable measure of its social and relationship capital with stakeholders. # Customers Customer-centricity is at the core of TCS' business model, organization structure and investment decisions. The philosophy has been to delight them by delivering superior outcomes, and build strong, enduring relationships. Additionally, the company seeks to expand and deepen customer engagements by continually looking for new areas in the customer's business where the company can add value, proactively investing in building newer capabilities, and launching new services and solutions. # Large Client Metrics | |2020/21 EUROPE|2014 EUROPE|2019/20 EUROPE| |---|---|---|---| |Customers|268|207|120| |Rev per US$ 1 Million+ Client ($ Mn)|19.8|21.7| | | |FY 2018|FY 2022| | |US$ 20Mn+|38|58| | |US$ 50Mn+| | | | |US$ 100Mn+| | | | Growth 9.7% Relationship and Social Capital | 28 # Investors TCS is seen as a benchmark in its outreach to investors, its transparency and disclosures, publicly communicating its longer-term strategy, qualitative aspects of the demand outlook, risks and opportunities, reducing information asymmetries and enabling fair valuation of the stock. For the last many years, it has been awarded the Best Investor Relations award by publications like Institutional Investor, FinanceAsia and AsiaMoney based on polls of investors and analysts in the region."
+"# Investor and Analyst Interactions in FY2022 |Particulars|Q1|Q2|Q3|Q4|FY 2022| |---|---|---|---|---|---| |Total interactions|152|275|243|186|856| |Total number of hours spent|45|53|42|34|174| # Assessments in which TCS was ranked a Leader by Research Firms |FY|2010|2013|2014|2015|2016|2017|2018|2019|2020|2021|2022| |---|---|---|---|---|---|---|---|---|---|---|---| |Brand Valuation ($ billion)|$10.4|$8.2|$8.7|$9.4|$9.1|$5.2|$2.3| | | | | # Branding TCS' reputation for customer-centricity, domain depth and execution excellence have made it the preferred growth and transformation partner to leading corporations across the world. It is also recognized as a top employer brand across the major markets it operates in, including North America, Europe, UK, India, Latin America and Australia, among others. Its tagline 'Building on Belief' along with marketing campaigns, sponsored events and advertising, along with the goodwill built up with investors, local communities, academia and other stakeholders have cumulatively helped put TCS among the Top 2 brands in IT services by brand value according to Brand Finance. # TCS Brand Valuation |FY|2021|2022| |---|---|---| |Brand Valuation|$12.8|$13.5| Source: Brand Finance Relationship and Social Capital | 29 # Awards & Recognition TCS rose to be the second most Valuable IT Services Brand |Linkedin|top|top EMPLOYER AMERICA 2021| |---|---|---| |Jot0idveurope SATISFACTION customer TOP|POLLCOMPANIES|CIO100| |Brand Finance Awards|GLOBAL|EMPLOYER 2020| |FinanceAsia|2020|SIAMONEV| |WTNNFR|KANTAR BRANDZ|2021 MOST VALUABLE GLOBAL BRANDS| |ULTANCY|2022|TOP MOST VALUABLE IT SERVICES| # Events Jaguar TCS Racing 2022 TCS Toronto Waterfront Marathon 2022 TCS Europe Summit 2022 Brand Finance Awards Relationship and Social Capital | 30 # Natural Capital File: AR_TCS_2021_2022.md TCS is in a unique position to combine its heritage of purpose along with digital leadership and innovation to drive its own journey to more sustainable outcomes, as well as partner with customers, civil society and governments to lead and shape solutions towards the achievement of the UN Sustainable Development Goals. # Achievements |% Total office space (for India) as per IGBC standards|Energy efficiency initiatives at TCS data centers in Mumbai and Chennai|Rooftop solar capacity across campuses|Renewable electricity as % of total electricity consumed| |---|---|---|---| |64.4%|1.65 PUE|10.2 MW|37.2%| # Energy Management and GHG Emissions Reduction Target: 70% reduction of Scope 1 + 2 emissions by 2025 (vs base year 2016) and Net Zero by 2030 - Prioritized energy optimization and carbon footprint mitigation. - 89% of emissions across Scope 1 and Scope 2 due to purchased electricity for office blocks. - Use of Clever Energy to optimize energy consumption and greater use of renewable energy. - 5 large campuses in India certified with ISO 50001: 2018 standards for Energy Management Systems (EnMS). # Outcomes |Reduced Energy Consumption and…|…Increased Use of Renewable Energy..|… reduced TCS' Carbon footprint.| |---|---|---| |66%|46%|49%| # Industry | |FY 2016|FY 2022|FY 2016|FY 2022|FY 2016|FY 2022|FY 2016|FY 2022| |---|---|---|---|---|---|---|---|---| |Total Energy Consumed in Gh|Reneable Energy Consumed in Gh|Total Scope 1 + 2 emissions in '000 tCO2e|Value chain emissions in '000 tCO2e| | | | | | # Consumption and Production Scope 3 emissions: Employee commutes and business travel cause ~50% of these value chain emissions. Remote working and reduced business travel resulted in a sharp reduction. # Water Conservation # Waste Reduction & Reuse # Target: 3% YoY reduction in freshwater consumption across owned campuses # Target: Reduction in waste generation, maximizing recycling/ reuse to divert waste sent to landfill # CLEAN WATER # CONSUMPTION AND PRODUCTION # CLIMATE ACTION Initiatives include conservation, sewage treatment & reuse, rainwater harvesting (RWH) and employee awareness. All new campuses have been designed for 50% higher water efficiency, 100% treatment and recycling of sewage, and rainwater harvesting. |1.44 Bn Liters of fresh water consumed in FY 2022|5.2%|84%| |---|---|---| |Water from RWH; 86.4 % from third party sources; 8.4% from ground water|Recycling of sewage generated (for India)| | Recycling of regulated wastes, e-waste, printer cartridges, paper, packaging and plastics. # Biodiversity conservation and enhancement initiatives within TCS campuses. # LIFE BELOW WATER # LIFE ON LAND Natural Capital | 32 # Partnering with Takeda to Innovate at Scale Takeda, the global biopharmaceutical giant, is on a digital transformation journey to innovatively use technology to create better experiences and outcomes for patients, providers and payers. This means innovating continuously on not only in core drug development but also in behind-the-scenes areas such as manufacturing, procurement, shipping and distribution, to make sure that Takeda's life-saving therapies reach more patients, faster. Takeda partnered with TCS to develop an agile model that would enable the creation of new digital assets in a rapid and repeatable fashion."
+"Leveraging TCS Pace™, a philosophy and framework for innovation at scale, TCS helped Takeda envisage an innovation solution that uses machine learning to help supply planners optimally allocate the raw materials for drug production, leading to a 40x drop in raw material scrappage and an additional 200k doses produced annually. - TCS helped build a drug substance optimization factory delivery model called Enhanced Digital Global Experience (EDGE). - A mobile track-and-trace app was built to provide real-time visibility of product consignments for a newly launched product with a 72-hour shelf life. - A transportation modeler was developed to help decision makers evaluate various transportation and shipping scenarios to optimize on time and cost of shipments while reducing Scope 3 carbon emissions. We have developed a deep partnership with TCS to set up and run an innovation factory that's developing digital products and services across Takeda. This model centralizes domain expertise, design thinking and lean agile product development as part of an end-to-end capability that is driving digital transformation across our global supply chain. TCS is helping us embrace innovation at scale, and use the power of emerging technologies to transform our business. Hansjoerg Magalhaes Global Product Manager ERP Commercial and Supply, Takeda A controlled substance control tower was built to provide a single view of permits and visualization of risks associated with the global movement of controlled substance drug products. By partnering with TCS to scale up its innovation efforts using BizDevOps, Takeda has accomplished much in the short time since EDGE was implemented. The new innovation factory has released 12 products across over 40 design sprints at the peak of the pandemic, evaluated over 40 potential use cases and reduced the time-to-market for new products and services by 50% - a benchmark for organizations looking to embrace innovation at scale. Customer Stories | 33 # Co-Innovating with Bovemij to Fulfill its Mission and Drive Growth For the last 60 years, Bovemij has been providing a variety of insurance services such as auto, fire, legal assistance, financing and other business services to mobility companies - vehicle dealerships, fleet owners, and service centers - in the Netherlands to help them compete successfully in the marketplace. To keep fulfilling its mission of helping this ecosystem stay competitive in a digital world, Bovemij partnered with TCS to realize its digital strategy to expand the ecosystem and bring in a richer set of offerings that ecosystem participants could use to connect better with digital native consumers. TCS also set up a digital innovation factory, for repeatable agile innovation at scale, to take each of the business propositions and deliver them to market at speed. A minimum viable product was put together in six weeks, with relevant user stories to demonstrate outcomes and gain acceptance of internal and external stakeholders. In addition to providing access to its full set of offerings to its regular B2B partners, Bovemij's new cloud-based Digital Mobility Platform is also enabling new B2C propositions - offered on a subscription basis - for its partners, to sell better to consumers while embedding its insurance and other offerings into those transactions. Other propositions seek to benefit the ecosystem as a whole. For example, consumers can sell their used cars on its portal, which mobility companies can bid for. Data from these consumer interactions are being harvested for further actionable insights for use by Bovemij's various business lines and other ecosystem partners. Bovemij is committed to help the mobility ecosystem thrive in the digital world. We selected TCS as our partner to help us realize our digital strategy because of the co-innovation architecture and agile practices that they already had in place. Using that, we could jointly visualize the platform and the various business propositions, and rapidly build out each such proposition. Their expertise, creative ideas and agile ways helped us get our platform up and running much faster than we had anticipated. Marcel van de Lustgraaf Member of the Executive Board Bovemij Customer Stories | 34 # INNOVATING FOR GREATER FUTURES: A PANEL DISCUSSION Why are enterprises accelerating their investments in innovation? How does TCS help enterprises innovate for greater futures? Ananth: The initial trigger for this acceleration was the need to build resilience into the technology and business context of every enterprise. The next trigger was the adaptation required to compete in many contexts created by digital business models."
+"Finally, as enterprises are moving into a post-pandemic world of new risks, challenges and opportunities, a more strategic, purpose driven strategy is driving innovation. These factors are driving enterprises to develop a wide and deep innovation capability, which can scale. This is not easy. Most have found it difficult to measure up on both scale and speed. Smaller competitors may offer a non-stop stream of innovations. Large enterprises often struggle to innovate at that pace on their own, for lack of processes, toolsets and also sufficient dedicated bandwidth. Partnering with TCS can help them overcome all these issues. We help them create a strategic agenda using our tools and methods, especially our 'Clay Map', named so in honor of the late Clayton Christensen who greatly influenced our thinking on innovation. We also offer the TCS' Agile Innovation Cloud, a framework for operationalizing innovation at scale, which ensures that innovation does not happen by chance but by design. It brings together the best of TCS' innovation, global capabilities, ecosystem partnerships, and talent to help our clients define their strategy, create an innovation portfolio and scale the execution of innovation. Our clients tap into our contextual knowledge of their business and technology landscapes, when they jointly ideate with our teams. They work with our start-up and academic partners at our Pace Ports™ to harvest many more innovation candidates than on their own. We then jointly design and build 'minimum viable products' of the most promising ideas in Agile 'Pace Sprints'. At a larger level, we help clients create a # Featuring K Ananth Krishnan Chief Technology Officer N G Subramaniam Chief Operating Officer Krishnan Ramanujam Global Head - Enterprise Growth Group Panel Discussion | 35 A repeatable process which can significantly scale up and speed up their innovation. What we have observed is that as soon as enterprises simplify their IT landscapes and build a new, cloud-based digital core, supporting micro services in a cloud native environment, their ability to realize innovative ideas and deploy them in production shoots up. # Innovation Factory A good example of this is the innovation factory we have set up for Takeda1. Using cloud, design thinking, and location independent agile methods, our combined teams are taking up innovative ideas across procurement, logistics and finance, and building innovative digital assets at twice the velocity. # Key Innovation Pillars Underpinning our work in G&T are our key innovation pillars - our Pace Ports™, the TCS Co-innovation Network (TCS COIN™), research collaborations with leading academic institutions, 'Future of Business' frameworks, W12 design studios, and our products and platforms like TCS BaNCS™, Optumera™, Optunique™, ADD, ignio™, Bringing Life to Things™, Cloudonomy™, and Cognix™ among others. # Themes of Innovation Krishnan: The three broad themes around which we saw our clients innovate the most were growth and transformation (G&T), resilience, and sustainability. We have been making significant investments in creating capabilities strategically relevant to each of these themes, some of which we have described in our prior years' annual reports as well. # Resilience The second big theme is resilience, which is the ability to weather foreseen as well as unforeseen emergencies. In these last two years, many of our largest deal wins were around transforming clients' IT and business operating models, and their supply chain management processes, using ignio or TCS Cognix to embed intelligent automation for greater resilience and agility. Much of the rush to embrace the cloud in the early months of the pandemic was also driven by this need. # Challenges of Legacy Technology Aren't large enterprises also constrained by their legacy technology stacks? How do they overcome that challenge? NGS: I call them heritage. They have been around and doing a good job of running their businesses in a way that encapsulates their organization's processes, checks and balances. Most organizations have worked to build APIs or middleware that enable their digital strategies, though they are suboptimal. # Sustainability Focus Lastly, we saw clients focus heavily on sustainability in FY 2022, particularly around carbon footprint reduction. Our investments in innovative digital solutions such as Envirozone™, Clever Energy™ and IP2™, and our expertise in cloud, data and analytics, AI and ML are helping us win more and more of such engagements, helping us amplify our contribution to the worldwide collective effort to mitigate climate change and build greater futures."
+"What we have observed is that as soon as enterprises simplify their IT landscapes and build a new, cloud-based digital core, supporting micro services in a cloud native environment, their ability to realize innovative ideas and deploy them in production shoots up. They are able to anchor or participate in ecosystems at will, which drives growth and innovation. Panel Discussion | 36 1 Page 33, 2 Pages 41, 34 and 45 respectively You may recall the scalable, customer-centric digital operating model we built for the Phoenix Group, using TCS BaNCS3. Our platform is extensible, supporting the required APIs and microservices for them to leverage fintechs and our TCS COIN partners to enable differentiation in the front. Krishnan: We see this same dynamic with the broader set of clients who undertake Horizon One cloud transformations. Besides enhanced ability to integrate innovative new solutions into the core, their appetite for innovation itself goes up. The richness of the technology capabilities built into today's hyperscaler clouds triggers more innovative thinking and the desire to experiment with those powerful technologies to reimagine different aspects of the business. Even as existing workloads are migrated to the cloud, newer cloud-native systems are built to enhance customer experience or to drive product or business model innovation. That is how we have been able to give examples of G&T engagements being executed as part of Horizon Two investments in our quarterly earnings calls, even though we are still in the middle of the Horizon One opportunity. Another challenge that large enterprises face is the need to invest for the longer-term growth of their businesses, without disrupting near-term financials. TCS helps them square this circle by providing a line of sight for funding the innovation pipeline or the transformation by helping optimize operations. We expect the transition to be a seamless one. Horizon One is a bounded opportunity and will plateau at some point when most of the workloads are migrated. By that time, the other two horizons, which are boundless opportunities, would have scaled up and will support our future growth. All our investments into building our G&T capabilities, our branding and the new organization structure are geared to help us maximize our participation at that point. In the last couple of years, the industry has seen deal sizes reducing. What is driving that? On the outsourcing front too, average deal tenures have come down on the heritage stacks. That is because enterprises are in the midst of a technology transition. As clients migrate to the cloud, their legacy. One large US client of ours for whom we are building a new, cloud-native digital platform to support their business forays into adjacencies, calls it their 'save to invest' strategy. Panel Discussion | 37 3 Integrated AR FY 2021, Page 22 infrastructure, application and data estates will outsourcing demand. Also, smaller players are enjoying strong demand from clients in the small and medium enterprise category, with little competition from larger providers. The industry didn't see too many billion-dollar deals in FY 2022. How important are they for longer-term growth? NGS: All deals are important to us. Billion-dollar deals are especially important because they boost medium-term visibility and provide us opportunities to bring the whole of TCS' offerings to play. We are very pleased at winning two such deals during the year. Having said that, the perceived importance of such deals for longer term growth need not be exaggerated versus smaller deals of say, $100 million+ TCV. Overall, the current demand environment is a rising tide that has lifted all boats. Horizon One is a very democratic opportunity, largely technology-centric. Having enough people with the requisite certifications and skills is sufficient to participate in this opportunity. The severe talent scarcity is also driving a broad. Krishnan: The impression about smaller companies growing faster is more due to sampling bias, based on a handful of highly visible outperformers. That is not true if you look at the global cohort. Even though the bottom quartile by revenue size had its best growth in a decade in 2021, it still underperformed the top quartile by a significant margin. For sustained longer term growth, what matters is that the base order book size, excluding the occasional mega deal, keeps growing year after year, and that the quality of revenue keeps improving with higher value engagements."
+"Our average order book size which used to be in the $6-7 billion range in FY 2021 moved to the $7-8 billion range in FY 2022, and ended with an all-time high order book of $11.3 billion in Q4. We are very pleased with that progression. The large scale vendor consolidation anticipated two years ago doesn't seem to have materialized. How come? Krishnan: Vendor consolidation is typically done to find an alternative strategic provider with a richer set of capabilities and a superior execution track record. However, the sharp recovery and subsequent growth in demand, coinciding with the great resignation and talent scarcity, have resulted in enterprises focusing more on pursuing their immediate technology priorities. How will the tensions in Europe, rising inflation and the looming threat of a recession affect spending on innovation, on technology and on your growth outlook? Ananth: Let me address the innovation part. It is a misconception that innovation is a nice-to-have activity apt for only good times. In fact, it is essential at all times, good or bad. In good times, enterprises. Panel Discussion | 38 # Partnering with TCS to innovate So even in an economic slowdown, innovation doesn't stop. They may reprioritize one program over another based on shifting objectives, but the spending will continue. Partnering with TCS to innovate at scale will enable them to try out more ideas, and experiment more extensively with the same budget, and improve the yield on their innovation investment. We can't predict the future, but based simply on the deal signing momentum, our pipeline, and our on the ground observations of clients planning multi-horizon investments for their growth and transformation, we remain confident that we are on a good growth trajectory for the next three to five years. NGS: We have been through multiple disruptive macroeconomic events in the last decade and a half - the GFC, taper tantrums, Eurozone crisis, Brexit, the pandemic and now the war and the resulting humanitarian crisis. We always take a view that business is about growing in a constrained environment and over these events, we have survived, continued to grow and have ensured that we stay ahead of the technology curve. This speaks to the resilience of our business model, and of the essential nature of the services we offer to businesses across the world. In tough times, they find new ways of working to boost their resilience and adaptability - for example, re-designing the value chain at a strategic level. The sheer volume of innovation we saw over the last two years, even in the face of bleak business outlook, is testament to that. Today, technology is central to any enterprise. Businesses are rooted in technology, to the extent that every company is aspiring to become a technology company. Insurers are launching technology platforms for their ecosystem partners, and generating new revenue streams from that. The world's largest banks are incubating fintechs within the enterprise, and betting on those to drive their future growth. Retailers are depending heavily on online sales. These are all recent structural changes. We designed and rolled out AI-powered digitized underwriting and claims processing for insurers, omnichannel experiences with in-aisle checkouts for retailers, or remote monitoring and pre-emptive maintenance of equipment for manufacturers and utilities. None of these are 'nice to have' capabilities. These were necessary to simply stay in business, to stay relevant in the face of changing consumer behavior, and to cope with the operational challenges posed by the pandemic. # Panel Discussion 39 # Transforming Israel's Banking Sector The Government of Israel's Ministry of Finance was looking to encourage the entry of new digital-only banks that would boost competition, spark greater innovation and rejuvenate the banking sector. It selected TCS to play a leading role in this initiative, for its deep domain knowledge in the banking industry and experience in working with the largest financial institutions in the world. TCS built the Banking Service Bureau (BSB), a shared, end-to-end digital banking operations platform powered by TCS BaNCS™, that start-up banks can easily plug into, to launch their operations quickly and securely. It connects to the entire banking and securities ecosystem in Israel, including local and international payment gateways, stock exchanges, various regulatory authorities and market data providers. # As the first digital start-up bank in Israel our motto is to provide differentiated banking services and use technology to its fullest potential to deliver an innovative alternate to traditional banks."
+"While we have started with Israel, we are keen to grow in other markets too. As part of this journey, TCS' Banking Service Bureau powered by the TCS BaNCS product suite has helped us gain an early lead by making available a full digital core for banking, including the necessary infrastructure and operational processes. This has given us the space to focus on our core offerings and launch banking services in rapid time. Gal Bar Dea CEO, One Zero Bank The first bank to commence operations using BSB is One Zero Digital Bank, Israel's first completely digital bank, and the first to receive a banking license in the country in over 40 years. Currently running as a pilot, the bank will be open for all customers in the coming months. Besides start-up banks, incumbent banks can also take advantage of the BSB's modular architecture and consume only specific best-in-class capabilities to gain competitive differentiation and drive growth. One of the modules in the BSB is its Digital Bank Guarantee platform, powered by TCS' Quartz® blockchain solution. It digitally transforms the end-to-end lifecycle of guarantees, enables seamless data sharing with various beneficiaries, faster execution, reduced errors, and enhanced transparency, security and data privacy. Bank Hapoalim, Israel's largest bank, with a 30% share of all bank guarantees in the country, has signed up for this platform. Customer Stories | 40 # Enabling Swiss Re's Risk Partnership Strategy for Future Growth Swiss Re, one of the world's leading providers of reinsurance, insurance, and other forms of insurance-based risk transfer, conducts its business with a clear vision: to make the world more resilient. The company supports its clients with its deep knowledge of risk and its capital strength, and helps the world rebuild, renew, and move forward. A distinctive aspect of Swiss Re's business strategy is leveraging ecosystems across its different businesses to go beyond conventional reinsurance into new products, services, and even entirely new models for risk business. It is creating new collaborative business models where it partners with corporates to create new solutions with embedded insurance, or with other insurers, reinsurers and even governments to leverage shared knowledge, expertise, and capabilities - protecting more customers, in newer ways. TCS is helping Swiss Re realise this ecosystem vision in its credit and surety reinsurance business by building a cloud-native, microservices-based end-to-end underwriting platform, including the front-end digital channels and a digital marketplace that offers instant quotes. The new platform will leverage cloud-native capabilities to help Swiss Re transform its underwriting processes, using larger and richer datasets, deep analytics, and automation to significantly enhance the underwriting quality, speed, and throughput. This will enable Swiss Re to provide a superior customer experience, offer a broader range of products, and take on more business. The partnership with TCS will equip Swiss Re with a platform to power future growth by expanding its underwriting capacity to take on new business, while creating an additional revenue stream from the ceded risk distributed to other reinsurers. Our clients and partners are at the heart of Swiss Re's strategy, and together we make the world more resilient. We offer tech-enabled risk knowledge and data-driven insight to address inefficiencies in the market and support data-driven business decisions. TCS has been a collaborative technology partner in our drive for digital transformation. We are moving into a modern cloud-based landscape which will realise our vision, power our future growth, and solve business and global challenges. Florian Maurer Global Head of Applications Swiss Re Customer Stories | 41 # How did you cope with supplyside challenges due to the Great Resignation this year? Is the worst behind us? File: AR_TCS_2021_2022.md Milind: Yes, it has been a challenging year for employers all over the world. In our industry, it wasn't as much due to the Great Resignation, as a churn within the industry. Peers who had not anticipated the sharp demand recovery scrambled to fulfill it by poaching at scale from other companies. That triggered a cycle of hiring and counter-hiring of each other's employees, sending attrition rates shooting across the industry. Our attrition went up as well. But our commitment to people, investing in them and empowering them to realize their potential, along with closer employee engagement, have helped us remain a benchmark in talent retention. We also expanded our hiring program, flexing the strength of our employer brand to attract experienced and fresh talent at scale."
+"We undertook several other tactical measures to cope with the supply side challenges, including generous promotions, retention bonuses and increased use of sub-contractors. # Over the last 3 years, your net addition has significantly outstripped your revenue growth. Where is the disconnect? Milind: There are two reasons. One, there was significant offshore shift during the pandemic due to greater acceptance of remote working, local talent scarcity, and the flow of work to where the talent resides. That was deflationary in nature. Second, we have been hiring additional numbers ahead of demand, in anticipation of continued growth momentum and to have a ready bench to back-fill attrition. This massive infusion of fresh talent by us, as well as by others in the industry, should start easing the problem in FY 2023. There are some early signs of this. Our attrition is plateauing on a quarterly annualized basis. LTM attrition will likely rise further in the first half of FY 2023 and after that, it should start tapering. # Q&A with Finance and HR |Samir Seksaria|Chief Financial Officer| |---|---| |Milind Lakkad|Chief Human Resources Officer| |Dr Ritu Anand|Head - Leadership & Diversity| We have kept our margins in the same tight band for over a decade now. Despite the strong growth during the year, the operating margin stayed flat. How should we look at margins for the next year? Samir: During the year, our annual salary increase and the tactical interventions that Milind referred to, resulted in a 330 bps margin headwind. Operating leverage, improved realizations and some currency support helped us mitigate to the extent of 270 bps, resulting in an industry-leading operating margin of 25.3%. Looking ahead, I expect the supplyside headwinds to persist for most of the year. Additionally, as things normalize, travel and facilities expenses should also inch up. That will be mitigated by the full year benefit of large numbers of fresh engineers onboarded in FY 2022, leverage from continued revenue growth, improved realizations and hopefully, some currency support. Overall, we want to keep our margins stable in the medium term. You used to guide to a 26-28% range? Is that no longer viable? Samir: We don't provide revenue or margin guidance. However, 26-28% remains our longer term aspirational band for the operating margin. Setting aside short term headwinds, we don't see any change to our longer term cost structures or our relative competitiveness. Just five quarters ago, we were in that band, so there is no reason why we can't get there again. Of course, we continue to invest heavily in building capabilities to pursue the large organic growth opportunity. We are also open to acquiring assets which add to our capabilities or IP assets, but the decision is based more on valuations and ease of integration. You have had industry-leading margins for several years. Is that constraining your growth versus peers? Samir: We don't think so. We truly believe that it is possible to pursue profitable growth without compromising on either. The data bears us out. We have kept our margins in the same tight band for over a decade now. During this period, we have outgrown our largest and far more acquisitive local and global peers, and delivered better margins. Switching gears, only 13% of the senior management are women. What are you doing to increase diversity at senior levels? Ritu: We recognize the need to have a more diverse workforce, and have been running a structured program to drive diversity and inclusion within the organization. For us, diversity is not just gender diversity. We take a broader and more inclusive view, including gender, nationality, education, ethnicity, orientation, accessibility and so on. By that measure, diversity in senior management is over 30%. We currently have over 153 nationalities in our workforce. TCS is one of the largest employers of women in the world, with over 210,000 women in the workforce. This diversity is an aggregate outcome of deliberate efforts around hiring in every market, talent management, and creating an inclusive environment. development, promotion and retention, and policies would certainly give us an opportunity to trumpet is demoralizing to existing employees, men and women, specifically designed to encourage talented individuals, regardless of demographic profile, to plan longer term careers in TCS. Women make up 13% of our senior management. But that figure doesn't tell the full story. Within that cohort, women fulfill 30% of our business development and delivery management roles."
+"That is the pool from which tomorrow's business heads and top leaders will emerge, so I find that extremely encouraging. Also, that percentage translates into nearly 4,000 senior women executives, making ours one of the largest such teams in the world. Our policy of grooming and promoting leadership from within, personalized assessments, leadership development programs, promotions and the collective efforts of the entire leadership team have helped us grow the number of women in that cohort by 84% over the last five years. With continued push and with new leadership positions opening up faster, and in larger numbers because of the high growth environment we are in, we are confident that we will make more progress over the next five years, than we did in the last five. But there are no shortcuts to this. As you look at doubling your revenue, what will TCS' workforce look like? Will you have a million employees? Milind: We believe our workforce will be more diverse, demographically and geographically. With a larger business transformation component in our revenue mix, I expect that we will also have more diverse capabilities within the workforce - more researchers and innovators, more business consultants across industry verticals and technology horizontals, more product and IP owners, more solution architects, and more specialists in softer areas like empathetic design and organizational change management. It is harder to predict how the headcount will grow. With a larger component of G&T revenues with higher realizations, IP-linked revenues and the mainstreaming of technologies like low code/no code which are less effort intensive, we should be able to double revenues without needing a million employees. But even if it comes to that, we are no longer intimidated by large numbers. Our model has proved its scalability, and we are confident we will continue to remain a benchmark in talent management. Why not? You could just announce a target to have 50% women in senior management and hire accordingly? Ritu: Yes, we could. Hiring only women senior managers from outside for all new leadership roles is one of the biggest contributors to our industry-leading talent retention is our long-standing policy of preferring internal candidates for new leadership positions. Hence our organic approach. This may take time to show on the outside, but it is fairer to our employees and more sustainable in the long run. # Helping RS Components Deepen Customer Relationships and Drive Profitable Growth RS Components, the world's largest distributor of electronics and maintenance products, is a trading brand of UK-based Electrocomponents plc. The company supplies industrial products, electronic and electrical components, test and measurement equipment, engineering tools and consumables via e-commerce, telephone and RS Local stores. It operates in 32 countries serving over 1.2 million customers with 500,000 stocked products from over 2,500 leading suppliers. RS Components partnered with TCS to create a new business model that would enable new value-added services in industrial maintenance, foster closer relationships with customers, and drive further demand for its products. TCS used its Bringing Things to Life™ IoT framework, and its deep domain knowledge in digital manufacturing, remote diagnostics and predictive services to help build a new AWS IoT based reporting and condition monitoring system that has been branded RS Industria. This scalable, secure new platform allows customers to connect their manufacturing assets quickly and easily, for real time monitoring that provides insights into the causes of production losses and component failure. RS Components' first client for this solution, a food manufacturing site in the UK, has a number of high value assets such as industrial motors, production line equipment and a treatment plant connected to the platform. The real-time monitoring and insights generated by the system have helped cut fresh water consumption, and also reduce the effort and cost of managing the wastewater treatment. The system is also being used to help reduce the site's energy consumption by monitoring usage at a production line level, highlighting specific areas of energy loss in the production process. In the near future, the customer is using the modularity of RS Industria to rapidly expand the system to enable condition monitoring of critical assets. RS Components and TCS are now working together to replicate this success for other end-customers in other industry segments."
+"Partnering with TCS for its growth and transformation has helped RS Components embrace a new business model that makes it a valued and trusted business partner to its customers, creates new revenue streams, boosts profitability and reinforces its position as an innovation pioneer in the industrial component ecosystem. # Customer Stories Partnering with TCS in launching RS Industria brought a number of strengths to us - their IIoT expertise, their knowledge around remote diagnostics and predictive services, their understanding of the Amazon Web platform and how to build really advanced solutions in that space and lastly their collaborative way of working. All of these helped us realize our vision around this new offering much faster. Richard Jeffers Director, Industrial Design Solutions RS Components # Boosting Colruyt's Competitiveness with Algorithmic Pricing Colruyt is a leading retailer in Europe with online shops and over 1,000 physical outlets across Belgium, Luxembourg and France. It has ten business formats and diversified business lines. Colruyt's business success has been built on keeping costs down and investing resources in guaranteeing the lowest price for every product at any time. But this is no easy feat. Staying on top means monitoring competitors' online and in-store prices and promotions, and responding to changes with updated prices for those items, as well as for hierarchically linked items, across all stores and business formats. Over time, Colruyt's pricing processes were finding it difficult to cope with the sheer volumes and complexity. Colruyt started the successful collaboration with TCS as the strategic partner to implement the Next-Gen Pricing Engine, an algorithmic, near real-time, intelligent system that automates the deployment of the pricing strategy across products, linked items, stores, channels and brands. To improve the instore price recording from competitor locations, a real time mobile app was launched to boost the productivity and accuracy. The system uses in-parallel memory processing for large volumes of data to generate price recommendations at near real time speed. # Continuous Focus on Technology Innovation At Colruyt, we continuously focus on technology innovation to help our businesses respond quickly to changes in the market, and to grow. The Next-Gen Pricing Engine is one such innovative, mission-critical platform that we have built in partnership with TCS. Their deep retail industry knowledge, digital expertise and collaborative ways of working helped us accomplish our vision to harness the power of AI, automation and digital technologies to help elevate our brand and strengthen our competitive edge. Very importantly, the engine caters to the varied pricing strategies relevant to Colruyt's different business lines - regular everyday low prices, high-low, promotions and markdown, enabling the competitive benefits to accrue across the enterprise. # Partnership with TCS Partnering with TCS for the innovative use of technology is helping Colruyt respond to competitors 24 x 7 with speed and agility, capturing over 100,000 competitor prices, and processing up to 50 million reaction prices per day. This has helped the retailer strengthen its competitive differentiation, live up to its brand promise and drive growth. Peter Vanbellingen CIO, Colruyt IT Customer Stories | 46 # Transforming India's Lending Sector with a New Digital Platform Non-Banking Financial Companies (NBFCs) are a key component of India's financial ecosystem, helping make credit and other financial services accessible to the small-scale and unorganized sectors, and to the large unbanked population. However, with low technology intensity and largely manual processes, these firms have struggled to meet consumer expectations around digital experience and speed of service on the one hand, and with regulatory compliance and lack of easy access to capital on the other hand. This has held back the sector's growth relative to the market's potential. NBFCs subscribing to the platform benefit from enhanced customer experience, improved liquidity, more resilient and agile operations, and improved regulatory compliance across lending and securitization. Impressed with the rich functionality, flexibility and scalability of the solution, some of India's largest private sector banks are also adopting it for their personal lending business. Aadhar Housing Finance Limited, a housing finance company with a pan-India presence implemented TCS' lending and securitization solution in FY 2022 and has been able to transform its operations, end to end. At the back end, TCS' solution has helped strengthen controls, ease regulatory compliance, enhance data security and drive operational efficiency. On the front end, it has enabled easier and more efficient customer experience. The solution's robust lead management processes, with lead tracking and reporting have helped drive Aadhar's growth and expand its market presence."
+"Recognizing that the industry's fragmented structure and common attributes lent itself to a cloud-based SaaS platform, TCS built a first-of-its-kind, cloud-based lending and securitization solution, bringing together the power of two of its highly successful products - TCS BaNCS™ and TCS iON™, and the DigiGOV™ governance framework, to completely digitize and reimagine the core processes for the sector. The new platform is a collaborative, connected system that transforms the end-to-end lending and securitization value chain, offering secure and timely flow of data among stakeholders within the ecosystem. It leverages AI and ML to enhance end-customer and internal-stakeholder experience, and improve speed and accuracy in decision-making. Our partnership with TCS is helping us to realise our strategy of investing in technology enabled solutions to improve customer experience. We hope to reap the full benefit of this transformation to expand our market reach. Deo Shankar Tripathi MD and CEO Aadhar Housing Finance Limited Customer Stories | 47 # Notice Notice is hereby given that the twenty-seventh Annual General Meeting of Tata Consultancy Services Limited will be held on Thursday, June 9, 2022 at 3:30 p.m. (IST) through Video Conferencing (""VC"")/Other Audio Visual Means (""OAVM"") to transact the following business: 1. To receive, consider and adopt: 1. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2021-22. 3. To appoint a Director in place of N Ganapathy Subramaniam (DIN 07006215) who retires by rotation and, being eligible, offers himself for re-appointment. 4. Appointment of Statutory Auditors of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) be and is hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (""AGM"") till the conclusion of the thirty-second AGM to be held in the year 2027, at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors."" 5. To approve existing as well as new material related party transactions with Tata Sons Private Limited and/or its subsidiaries, Tata Motors Limited, Jaguar Land Rover Limited and/or its subsidiaries and the subsidiaries of the Company (other than wholly owned subsidiaries). amended from time to time, services; (c) purchase/sale/exchange/transfer/ lease of business asset(s) and/or equipments to meet its business objectives/requirements; (d) transfer of any resources, services or obligations to meet its business objectives/requirements (""Related Party Transactions"") on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related parties and the Company, for each of the financial years (FY) from FY 2022-23 to FY 2026-27 i.e. five financial years, such that the maximum value of the Related Party Transactions with such parties, in aggregate, does not exceed value as specified under each category for each financial year, provided that the said contract(s)/arrangement(s)/transaction(s) shall be carried out in the ordinary course of business of the Company and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis. ""RESOLVED FURTHER that all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."" # 6."
+"Place of keeping and inspection of the Registers and Annual Returns of the Company To consider and, if thought fit, to pass, the following resolution as a Special Resolution: ""RESOLVED that in supersession of all Resolutions passed earlier in this regard and Integrated Annual Report 2021-22 Notice | 49 pursuant to the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 2013 (""the Act"") and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), approval of the Members of the Company be and is hereby accorded to keep the Registers as prescribed under Section 88 of the Act and copies of Annual Returns under Section 92 of the Act, together with the copies of certificates and documents required to be annexed thereto or any other documents as may be required, at the Registered Office of the Company and/or at the office of TSR Consultants Private Limited (formerly TSR Darashaw Consultants Private Limited), Registrar and Transfer Agent of the Company at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083, Maharashtra, India and/or such other place where the office of the Registrar and Transfer Agent of the Company is situated within Mumbai, from time to time. ""RESOLVED FURTHER that the Board of Directors or any Committee thereof of the Company be and are hereby authorized to do all such things and take all such actions as may be required from time to time for giving effect to the above resolution and matters related thereto."" # Notes: 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (""MCA"") has vide its General Circular nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to ""Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID-19"", General Circular no. 20/2020 dated May 5, 2020, General Circular nos. 02/2021 and 21/2021 dated January 13, 2021 and December 14, 2021 respectively in relation to ""Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)"", (collectively referred to as ""MCA Circulars"") permitted the holding of the Annual General Meeting (""AGM"") through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC/OAVM. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice. 2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") setting out material facts concerning the business under Item Nos. 4 to 6 of the Notice, is annexed. 3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars, physical attendance of Members has been dispensed with. The registered office of the Company shall be deemed to be the venue for the AGM. 4. Institutional shareholders/corporate shareholders (i.e. other than individuals, HUF's, NRI's, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the AGM through VC/OAVM on their behalf. # 8. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at https://on.tcs.com/IR-FAQ and on the website of the Company's Registrar and Transfer Agents, TSR Consultants Private Limited (""TCPL"") at https://www.tcplindia.co.in/. It may be noted that any service request can be processed only after the folio is KYC Compliant. # 9."
+"SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, # 5. The Company has fixed Thursday, May 26, 2022 as the ""Record Date"" for determining entitlement of Members to final dividend for the financial year ended March 31, 2022, if approved at the AGM. # 6. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on Monday, June 13, 2022 as under: - i. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL""), collectively ""Depositories"", as of end of day on Thursday, May 26, 2022; # 7. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.,: - a. For shares held in electronic form: to their Depository Participants (DPs) - b. For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021. The Company has sent letters along with Business Reply Envelopes (BRE) for furnishing the required details. Members may also refer to Frequently Asked Questions (""FAQs"") on Company's website https://on.tcs.com/IR-FAQ. File: AR_TCS_2021_2022.md Institutional shareholders (i.e. other than individuals, HUF's, NRI's etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on ""Upload Board Resolution/Authority Letter"" displayed under ""e-Voting"" tab in their login. and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail on its registered e-mail address to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in. Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or TCPL, for assistance in this regard. # 10. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TCPL, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form. # 11. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website https://on.tcs.com/IR-FAQ. # 12. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the AGM. # 13. Members seeking any information with regard to the financial statements or any matter to be placed at the AGM, are requested to write to the Company on or before June 8, 2022 through email on investor.relations@tcs.com. The same will be replied by the Company suitably. # 14. Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. # 15."
+"Notice of the AGM along with the Integrated Annual Report 2021-22 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. In furtherance of the Green Initiative, physical copy of the Notice of the AGM along with the Abridged Integrated Annual Report 2021-22 is being sent by the permitted modes to those Members whose e-mail addresses are not registered. Members may note that the Notice and Integrated Annual Report 2021-22 will also be available on the Company's website www.tcs.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL https://www.evoting.nsdl.com. # 16. Members attending the meeting through VC/OAVM shall be counted for the purpose of determining the quorum under Section 103 of the Act. Integrated Annual Report 2021-22 Notice | 52 # 17. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their valid PAN with the DPs (if shares held in dematerialized form) and the Company/TCPL (if shares are held in physical form). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to TCS-Exemptforms2223@tcplindia.co.in by 11:59 p.m. IST on Tuesday, May 24, 2022. Shareholders are requested to note that in case their PAN is not registered, or having invalid PAN or Specified Person as defined under section 206AB of the Income-tax Act (""the Act""), the tax will be deducted at a higher rate prescribed under section 206AA or 206AB of the Act, as applicable. Non-resident shareholders [including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose the shareholder may submit the above documents (PDF/JPG Format) by e-mail to TCS-Exemptforms2223@tcplindia.co.in. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on Tuesday, May 24, 2022. # 18. Instructions for e-voting and joining the AGM are as follows: # A. VOTING THROUGH ELECTRONIC MEANS i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The remote e-voting period commences on Monday, June 6, 2022 (9:00 a.m. IST) and ends on Wednesday, June 8, 2022 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, June 2, 2022 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during the period commencing June 6, 2022 to June 8, 2022 or e-voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM. # iii. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution again. # iv. The Board of Directors has appointed P N Parikh (Membership No. FCS 327) and failing him, Jigyasa Ved (Membership No. FCS 6488) of Parikh & Associates, Company Secretaries as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. # v."
+"The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. # vi. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the User ID and Password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and Password for casting the vote. In case of individual shareholders holding securities in dematerialized mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under ""Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in dematerialized mode."" # vii. The details of the process and manner for remote e-voting are explained herein below: Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on ""e-voting facility provided by Listed Companies"", e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (""ESP"") thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility. # Step 1: Access to NSDL e-voting system # Step 2: Cast your vote electronically on NSDL e-voting system. Integrated Annual Report 2021-22 Notice | 54 # Login method for individual shareholders holding securities in dematerialized mode |Type of shareholders|Login Method| |---|---| |Individual shareholders holding securities in dematerialized mode with NSDL.|# A. NSDL IDeAS facility<br/>If you are already registered, follow the below steps: 1. Visit the e-Services website of NSDL. Open web browser and type the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the ""Beneficial Owner"" icon under ""Login"" which is available under ""IDeAS"" section. 3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. 4. Click on ""Access to e-voting"" appearing on the left-hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against Company name or e-voting service provider-NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. If you are not registered, follow the below steps: 1. Option to register is available at https://eservices.nsdl.com. 2. Select ""Register Online for IDeAS"" Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Please follow steps given in points 1-5. | Integrated Annual Report 2021-22 Notice | 55 # Type of shareholders # Login Method # B. e-voting website of NSDL 1. Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 2. Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under 'Shareholder/Member' section. 3. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider-NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. # C. Shareholders/Members can also download NSDL mobile app ""NSDL Speede"" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on - App Store - Google Play Integrated Annual Report 2021-22 Notice | 56 # Type of shareholders # Login Method # Shareholders holding securities in dematerialized mode with CDSL 1. Existing users who have opted for Easi/Easiest, they can login through their User ID and Password."
+"Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the e-voting menu. The menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 4. Alternatively, the user can directly access e-voting page by providing demat account number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-voting is in progress. # Individual shareholders (holding securities in dematerialized mode) login through their DPs 1. You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility. 2. Once logged-in, you will be able to see the e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. 3. Click on options available against Company name or e-voting service provider-NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User details/Password option available at respective websites. Helpdesk for individual shareholders holding securities in dematerialized mode for any technical issues related to login through Depository i.e. NSDL and CDSL. # Login type # Helpdesk details |Securities held with NSDL|Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30| |---|---| |Securities held with CDSL|Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 or 022-23058542/43| Integrated Annual Report 2021-22 Notice | 57 # II) Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding securities in dematerialized mode and shareholders holding securities in physical mode. # How to Log-in to NSDL e-voting website? 1. Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under 'Shareholder/Member' section. 3. A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen. 4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can login at https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL eservices after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically. 5. Your User ID details are given below: 6. |Manner of holding shares i.e.|Your User ID is:| |---|---| |Demat (NSDL or CDSL) or Physical| | |a) For Members who hold shares in demat account with NSDL.|8 Character DP ID followed by 8 Digit Client ID| |For example if your DP ID is IN300*** and Client ID is 12****** then your User ID is IN300***12******| | |b) For Members who hold shares in demat account with CDSL.|16 Digit Beneficiary ID| |For example if your Beneficiary ID is 12************** then your User ID is 12**************| | |c) For Members holding shares in Physical Form.|EVEN Number followed by Folio Number registered with the Company| |For example if EVEN is 123456 and folio number is 001*** then User ID is 123456001***| | Password details for shareholders other than Individual shareholders are given below: # How to cast your vote electronically on NSDL e-voting system? The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'. # 7. If you are unable to retrieve or have not received the ""Initial password"" or have forgotten your password: a) Click on ""Forgot User Details/ Password?"" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com."
+"b) ""Physical User Reset Password?"" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. # c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/ folio number, PAN, name and registered address. # d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL. # 8. After entering your password, tick on Agree to ""Terms and Conditions"" by selecting on the check box. # 9. Now, you will have to click on ""Login"" button. # 10. After you click on the ""Login"" button, home page of e-voting will open. Details on Step 2 are given below: # 1. After successful login at Step 1, you will be able to see all the companies ""EVEN"" in which you are holding shares and whose voting cycle and general meeting is in active status. # 2. Select ""EVEN"" of Company, which is 119798 for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ""VC/OAVM"" link placed under ""Join Meeting"". # 3. Now you are ready for e-voting as the voting page opens. # 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on ""Submit"" and also ""Confirm"" when prompted. # 5. Upon confirmation, the message ""Vote cast successfully"" will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number. # 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. # 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # General guidelines for shareholders 1. It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential. your password confidential. Login to by providing demat account number/ folio number, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card). If you are an Individual shareholder holding securities in dematerialized mode, you are requested to refer to the login method explained above. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL. # 1. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM. # 2. Instructions for members for e-voting on the day of the AGM are mentioned in point number 18(A). # 3. Members who need assistance before or during the meeting can contact NSDL on evoting@nsdl.co.in/1800 1020 990 and 1800 224 430 or contact Amit Vishal, Assistant Vice President - NSDL at amitv@nsdl.co.in/or Sanjeev Yadav, Assistant Manager-NSDL at sanjeevy@nsdl.co.in. # 4. Members will be able to attend the AGM through VC/OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for login to NSDL e-voting system. After successful login, you can see VC/OAVM link placed under Join meeting menu against company name. You are requested to click on VC/OAVM link placed under ""Join Meeting"" menu. # 5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and. In case of any queries related to e-voting, you may refer the Frequently Asked Questions (""FAQs"") for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com. For any grievances connected with facility for e-voting, please contact Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, e-mail: evoting@nsdl.co.in, toll free no: 1800 1020 990/1800 224 430. # Integrated Annual Report 2021-22 # Notice Client ID/Folio number, PAN, mobile number at tcsagm.speakers@tcs.com from June 3, 2022 (9:00 a.m. IST) to June 5, 2022 (5:00 p.m. IST)."
+"Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. # Other instructions 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. The results will be announced within the time stipulated under the applicable laws. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. By Order of the Board of Directors Pradeep Manohar Gaitonde Company Secretary Membership No. ACS 7016 Mumbai, April 11, 2022 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India CIN: L22210MH1995PLC084781 Tel: +91 22 6778 9595 E-mail: investor.relations@tcs.com Website: www.tcs.com # Explanatory Statement 11, 2022, proposed the re-appointment of BSR, Chartered Accountants (Firm Registration No.: 101248W/W-100022), as the Statutory Auditors of the Company, for a term of five consecutive years from the conclusion of twenty-seventh AGM till the conclusion of thirty-second AGM of the Company to be held in the year 2027, at a remuneration as may be mutually agreed between the Board of Directors and Statutory Auditors. The Securities and Exchange Board of India (""SEBI""), vide its notification dated November 9, 2021, has notified SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 (""Amendments"") introducing amendments to the provisions pertaining to the Related Party Transactions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). The aforesaid amendments inter-alia included replacing of current threshold i.e. 10% (ten percent) of the listed entity's consolidated turnover, for determination of material Related Party Transactions requiring prior Shareholders' approval with the threshold of lower of `1,000 crore (Rupees One thousand crore) or 10% (ten percent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. Accordingly, the threshold for determination of material Related Party Transactions under Regulation 23(1) of the SEBI Listing Regulations has been reduced with effect from April 1, 2022. # Item No. 4 This explanatory statement is in terms of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), however, the same is strictly not required as per Section 102 of the Act. The Members at the twenty-second Annual General Meeting (""AGM"") of the Company held on June 16, 2017, had approved the appointment of B S R & Co. LLP (""BSR""), Chartered Accountants (Firm Registration No.: 101248W/W-100022), as Statutory Auditors of the Company, to hold office till the conclusion of the twenty-seventh AGM. After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on April 11, 2022, proposed the re-appointment of BSR as Statutory Auditors. BSR have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act. File: AR_TCS_2021_2022.md BSR is a member entity of B S R & Affiliates, a network registered with the Institute of Chartered Accountants of India. BSR is registered in Mumbai, Gurugram, Bengaluru, Kolkata, Hyderabad, Pune, Chennai, Chandigarh, Ahmedabad, Vadodara, Noida, Jaipur, Kochi and Vijayawada. BSR audits various companies listed on stock exchanges in India. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members. None of the Directors and Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested in the Resolution set out at Item No. 4 of the Notice. Tata Consultancy Services Limited (""the Company"" or ""TCS""), being a globally recognised provider of IT services, participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys."
+"During the course of rendering such services, the Company... # Related Party Transactions also leverages niche skills, capabilities and resources of entities within the ""Tata Group"". The transactions that the Company has had with its related parties for the last three years is given below: # Year ended March 31, 2022 |Transactions|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates/joint ventures of Tata Sons Private Limited|Total| |---|---|---|---|---|---| |IT/ITE services rendered|40|1,164|854|2,149|4,207| |Other income|-|1|-|-|1| |Procurement of goods and services|-|345|549|306|1,200| |Brand equity contribution|100|-|-|-|100| |Non IT/ITE services availed|1|-|19|45|65| |Lease rental|-|-|86|11|97| # Year ended March 31, 2021 |Transactions|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates/joint ventures of Tata Sons Private Limited|Total| |---|---|---|---|---|---| |IT/ITE services rendered|35|1,104|670|1,673|3,482| |Other income|-|1|-|-|1| |Procurement of goods and services|1|268|668|222|1,159| |Brand equity contribution|100|-|-|-|100| |Non IT/ITE services availed|-|-|17|42|59| |Lease rental|1|-|49|32|82| Integrated Annual Report 2021-22 Notice | 63 # Year ended March 31, 2020 |Transactions|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates/joint ventures of Tata Sons|Total| |---|---|---|---|---|---| |IT/ITE services rendered|31|1,069|488|1,780|3,368| |Procurement of goods and services|1|222|923|404|1,550| |Brand equity contribution|100|-|-|-|100| |Non IT/ITE services availed|-|-|2|1|3| |Lease rental|2|-|90|4|96| In view of the changes in the threshold for determining the related party transactions that require prior shareholder approval and considering the fact that the list of related parties will change dynamically with no action on the part of the Company and to facilitate seamless contracting and rendering/availing of product and services between the Company and ""related parties"", the Company seeks the approval of the shareholders to approve entering into contracts/arrangements within the thresholds and conditions mentioned in the resolution. All the contracts/arrangements and the transactions with ""related parties"" are reviewed and approved by the Audit Committee. Further, the transactions that require testing of arm's length pricing are certified by our Statutory Auditors for being at arm's length. Integrated Annual Report 2021-22 Notice | 64 # The details of transactions that require approval are given below: # 1. Tata Sons Private Limited and/or its Subsidiaries |Sr. No.|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| |8.|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction| Particulars Tata Sons Private Limited and/or its subsidiaries (please refer to Annexure B for list of subsidiaries) Holding Company - Tata Sons Private limited and its subsidiaries which are covered under Section 2(76) of the Act. - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc. - (e) Leasing of property - (f) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.3 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years and a cumulative threshold of 5.2 percent of the consolidated turnover of the Company across all related parties per annum. Same as 3 Contracts/arrangements with a duration up to 5 years 1.3 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 5.2 percent of the consolidated turnover of the Company per annum across all related parties in this category 1.3 percent of the consolidated turnover of the Company with single related party 5.2 percent of the consolidated turnover of the Company across all related parties Integrated Annual Report 2021-22 Notice | 65 # 9. Benefits of the proposed transaction The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group."
+"These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors. # 11. Name of the Director or Key Managerial Personnel, who is related N Chandrasekaran, N Ganapathy Subramaniam and Aarthi Subramanian # 12. Following additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given |A|Source of funds|NA| |---|---|---| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|NA| | |* Nature of indebtedness| | | |* cost of funds and| | | |* tenure of the indebtedness| | |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|NA| # 2. Tata Motors Limited, Jaguar Land Rover Limited and/or its subsidiaries |Sr. No.|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| |8.|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.| Particulars Tata Motors Limited, Jaguar Land Rover Limited and/or its subsidiaries (please refer to Annexure B for list of subsidiaries) Tata Motors Limited is an associate of Tata Sons Private Limited, Jaguar Land Rover Limited is a subsidiary of Tata Motors Limited and hence related party as per SEBI Listing Regulations. - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software, - (c) reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc - (e) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.3 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years and a cumulative threshold of 2.6 percent of the consolidated turnover of the Company across all related parties per annum. Same as 3 Contracts/arrangements with a duration up to 5 years 1.3 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 2.6 percent of the consolidated turnover of the Company per annum across all related parties 1.3 percent of the consolidated turnover of the Company with single related party 2.6 percent of the consolidated turnover of the Company across all related parties Integrated Annual Report 2021-22 Notice | 67 # 9. Benefits of the proposed transaction The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice Company's governance policies with respect to negotiation with third parties are followed for all contracts/arrangements with related party as defined under SEBI Listing Regulations. These contracts/arrangements are approved by the Audit Committee on quarterly basis. # 11. Name of the Director or Key Managerial Personnel, who is related N Chandrasekaran, N Ganapathy Subramaniam, Hanne Sorensen and O P Bhatt # 12."
+"Following additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given |A|Source of funds|NA| |---|---|---| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|NA| | |* Nature of indebtedness| | | |* cost of funds and| | | |* tenure of the indebtedness| | |C|Terms of the loan, inter-corporate deposits, advances or investment made or given|NA| | |(including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)| | # 3. Subsidiaries of the Company (other than wholly owned subsidiaries) |Sr. No.|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| |8.|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction. (and for a related party transaction involving a subsidiary, such percentage calculated on the basis of the subsidiary's annual turnover on a standalone basis shall be additionally provided)| Particulars Subsidiaries of the Company (other than wholly owned subsidiaries) (please refer to Annexure B for list of subsidiaries) Subsidiaries of the Company which are covered under Section 2(76) of Companies Act, 2013 - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software, - (c) reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc - (e) Leasing of property - (f) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.3 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years and a cumulative threshold of 2.6 percent of the consolidated turnover of the Company across all related parties per annum. Same as 3 Contracts/arrangements with a duration up to 5 years 1.3 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 2.6 percent of the consolidated turnover of the Company per annum across all related parties 2.6 percent of the annual consolidated turnover of the Company and up to 50 percent of respective subsidiary turnover Integrated Annual Report 2021-22 Notice | 69 # 9. Benefits of the proposed transaction As per global network delivery model of TCS, the subsidiaries operating in respective countries enters into the contracts from customers and outsource the service delivery to the parent company TCS. Solutions framework along with trained domain experts of TCS ensure delivery of high quality and certainty to the end customers at respective countries. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing by the Compliance team and Statutory Auditors. # 11. Name of the Director or Key Managerial Personnel, who is related Person/s holding position of Chief Executive Officer and Managing Director and/or Executive Director and/or Chief Operating Officer. # 12. Following additional disclosures to be made in case loans, inter-corporate deposits, advances or investments made or given |A|Source of funds|NA| |---|---|---| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|NA| | |* Nature of indebtedness| | | |* cost of funds and| | | |* tenure of the indebtedness| | |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|NA| None of the Directors or Key Managerial Personnel of the Company or its respective relatives, other than as mentioned above, is concerned or interested, in the resolution. The said transaction(s)/contract(s)/arrangement(s) have been recommended by the Audit Committee and Board of Directors of the Company for consideration and approval by the Members."
+"It is pertinent to note that no related party shall vote to approve this Resolution whether the entity is a related party to the particular transaction or not. # Item No. 6 As per the provisions of Section 94 of the Act, approval of the Members by way of a special resolution is required for the Company to have its Register and Index of Members, the Register and Index of Debentureholders, if any, copies of all Annual Returns prepared under Section 92 of the Act, together with the copies of the certificates and documents required to be annexed thereto, to be kept at a place other than the Company's Registered Office, but within the same city, town or village where the Registered Office of the Company is situated. Owing to the shifting of the registered office of TCPL, approval of the Members is sought by way of a Special Resolution for keeping the aforesaid documents at the Office of the Company's Registrar and Share Transfer Agents and/or at the other places mentioned in the Resolution. The Members of the Company at its twelfth Annual General Meeting held on June 29, 2007, had approved the Register of Members and other returns/documents, etc. to be kept at the premises of TSR Consultants Private Limited (""TCPL"") (formerly known as TSR Darashaw Consultants Private Limited), the Registrar and Transfer Agent (""RTA"") of the Company at 6-10 Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai-400 011. The Board recommends the resolution as set out at Item No. 6 of the accompanying Notice for the approval of the Members of the Company by way of a Special Resolution. None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, in the Resolution set out at Item No. 6 of the Notice. # Annexure A # Details of Directors seeking re-appointment at the Annual General Meeting |Particulars|DIN|Date of Birth and Age|Date of Appointment|Qualifications|Expertise in specific functional areas|Directorships held in other companies|Memberships/Chairmanships of committees of other companies|Number of Equity Shares held in the Company| |---|---|---|---|---|---|---|---|---| |Chairman N Ganapathy Subramaniam|07006215|May 20, 1959 (62 years)|February 21, 2017|Master's Degree in Mathematics|Wide experience in Information Technology|Tata Elxsi Limited TCS Foundation Tata Communications Limited Tejas Networks Limited Tata Elxsi Limited|Nomination and Remuneration Committee Executive Committee Risk Management Committee|197,760 Equity Shares| For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel, in respect of the above Director, please refer to the corporate governance report which is a part of this report. Integrated Annual Report 2021-22 # Annexure B # List of subsidiaries of Tata Sons Private Limited as on March 31, 2022 (Excluding Tata Consultancy Services Limited and its Subsidiaries) |Sr. No.|Name|Sr. No.|Name| |---|---|---|---| |1|Ewart Investments Limited|21|TCE QSTP-LLC| |2|Tata Limited|22|Tata Engineering Consultants Saudi Arabia Company| |3|Tata AIA Life Insurance Company Limited|23|Tata International AG, Zug| |4|Tata AIG General Insurance Company Limited|24|TRIF Investment Management Limited| |5|Indian Rotorcraft Limited|25|Tata Advanced Systems Limited| |6|Panatone Finvest Limited|26|Aurora Integrated Systems Private Limited| |7|Akashastha Technologies Private Limited|27|Nova Integrated Systems Limited| |8|Tejas Networks Limited|28|TASL Aerostructures Private Limited| |9|Tejas Communication Pte Limited|29|Tata Capital Limited| |10|Tejas Communications (Nigeria) Limited|30|Tata Capital Advisors Pte. Limited| |11|TS Investments Limited|31|Tata Capital Financial Services Limited| |12|Tata SIA Airlines Limited|32|Tata Capital General Partners LLP| |13|Tata Incorporated|33|Tata Capital Growth Fund I| |14|Tata Investment Corporation Limited|34|Tata Capital Healthcare General Partners LLP| |15|Simto Investment Company Limited|35|Tata Capital Housing Finance Limited| |16|Tata Asset Management Private Limited (formerly Tata Asset Management Limited)|36|Tata Capital Plc| |17|Tata Asset Management (Mauritius) Private Limited|37|Tata Capital Pte. Limited| |18|Tata Pension Management Limited|38|Tata Cleantech Capital Limited| |19|Tata Consulting Engineers Limited|39|Tata Opportunities General Partners LLP| |20|Ecofirst Services Limited|40|Tata Securities Limited| | | |41|Tata Capital Special Situation Fund| Integrated Annual Report 2021-22 Notice | 73 # Integrated Annual Report 2021-22 # Notice |Sr. No.|Name|Sr. No.|Name| |---|---|---|---| |42|Tata Capital Healthcare Fund I|62|Tata Value Homes Limited (formerly Smart Value Homes Limited)| |43|Tata Capital Innovations Fund|63|THDC Management Services Limited (formerly THDC Facility Management Limited)| |44|Tata Capital Growth Fund II|64|World-One (Sri Lanka) Projects Pte. Limited| |45|TCL Employee Welfare Trust|65|World-One Development Company Pte."
+"Limited| |46|Tata Capital Growth II General Partners LLP|66|Synergizers Sustainable Foundation| |47|Tata Capital Healthcare Fund II|67|Smart Value Homes (New Project) LLP| |48|Tata Capital Healthcare II General Partners LLP|68|One Bangalore Luxury Projects LLP| |49|Tata Housing Development Company Limited|69|Ardent Properties Private Limited| |50|Apex Realty Private Limited|70|Princeton Infrastructure Private Limited| |51|Concept Developers & Leasing Limited (formerly Concept Marketing and Advertising Limited)|71|Land kart Builders Private Limited| |52|HL Promoters Private Limited|72|Tata Realty and Infrastructure Limited| |53|HLT Residency Private Limited|73|Acme Living Solutions Private Limited| |54|Kolkata-One Excelton Private Limited|74|Arrow Infraestate Private Limited| |55|Kriday Realty Private Limited|75|Gurgaon Construct Well Private Limited| |56|Sector 113 Gatevida Developers Private Limited (formerly Lemon Tree Land & Developers Private Limited)|76|Gurgaon Realtech Limited| |57|One-Colombo Project (Private) Limited|77|HV Farms Private Limited| |58|Promont Hillside Private Limited|78|TRIF Gurgaon Housing Projects Private Limited| |59|Promont Hilltop Private Limited|79|Wellkept Facility Management Services Private Limited (formerly TRIL Hospitality Private Limited)| |60|Smart Value Homes (Boisar) Private Limited (formerly Niyati Sales Private Limited)|80|TRIL Roads Private Limited| |61|Smart Value Homes (Peenya Project) Private Limited (formerly Smart Value Homes (Boisar Project) Private Limited)|81|TRIL Urban Transport Private Limited| | | |82|TRIL Infopark Limited| # Integrated Annual Report 2021-22 # Notice |Sr. No.|Name| |---|---| |83|Hampi Expressways Private Limited| |84|Dharamshala Ropeway Limited| |85|International Infrabuild Private Limited| |86|Uchit Expressways Private Limited| |87|Durg Shivnath Expressways Private Limited (formerly SMS Shivnath Infrastructure Private Limited)| |88|Matheran Rope-Way Private Limited| |89|MIA Infrastructure Private Limited| |90|TRIL Bengaluru Real Estate One Private Limited| |91|TRIL Bengaluru Consultants Private Limited (formerly TRIL Bengaluru Real Estate Two Private Limited)| |92|TRIL Bengaluru Real Estate Three Private Limited| |93|TRIL IT4 Private Limited (formerly Albrecht Builder Private Limited)| |94|Infopark Properties Limited| |95|Tata Trustee Company Private Limited (formerly Tata Trustee Company Limited)| |96|Tata Play Limited (formerly Tata Sky Limited)| |97|Actve Digital Services Private Limited| |98|Tata Sky Broadband Private Limited (formerly Quickest Broadband Private Limited)| |99|TSBB Voice Private Limited| |100|Niskalp Infrastructure Services Limited (formerly Niskalp Energy Limited)| |101|India Emerging Companies Investment Limited| |102|Inshaallah Investments Limited| |103|Tata Industries Limited| |104|Qubit Investments Pte. Limited| |105|Flisom-AG| |106|915 Labs Inc (formerly 915 Labs LLC)| |107|Flisom Hungary Kft| |108|Tata Autocomp Systems Limited| |109|Automotive Stampings and Assemblies Limited| |110|Nanjing Tata Autocomp Systems Limited| |111|TACO Engineering Services GmbH| |112|Changshu Tata AutoComp Systems Limited| |113|Tata Toyo Radiator Limited| |114|TACO Sasken Automotive Electronics Limited| |115|Ryhpez Holding (Sweden) AB| |116|TitanX Holding AB| |117|TitanX Engine Cooling Inc.| |118|TitanX Engine Cooling Kunshan Co. Ltd.| |119|TitanX Engine Cooling AB| |120|TitanX Refrigeracão de Motores LTDA| |121|TitanX Engine Cooling, Poland| |122|Tata AutoComp Gotion Green Energy Solutions Private Limited| |123|TitanX Engine Cooling SRL| # Integrated Annual Report 2021-22 |Sr. No.|Name| |---|---| |124|Tata International Limited| |125|Blackwood Hodge Zimbabwe (Private) Limited| |126|Calsea Footwear Private Limited| |127|Monroa Portugal, Comércio E Serviços, Unipessoal LDA| |128|Move On Retail Spain, S.L.| |129|Pamodzi Hotels Plc| |130|Tata Africa (Cote D'Ivoire) SARL| |131|Tata Africa Holdings (Ghana) Limited| |132|TATA Africa Holdings (Kenya) Limited| |133|Tata Africa Holdings (SA) (Proprietary) Limited| |134|Tata Africa Holdings (Tanzania) Limited| |135|Tata Africa Services (Nigeria) Limited| |136|Tata De Mocambique, Limitada| |137|Tata Holdings Mocambique Limitada| |138|Tata International Metals (Americas) Limited (formerly Tata Steel International (North America) Limited)| |139|Tata International Metals (Asia) Limited (formerly Tata Steel International (Hongkong) Limited)| |140|Tata International Metals (Guangzhou) Limited| |141|Tata International Metals (UK) Limited (formerly Tata Steel International (UK) Limited)| |142|Tata International Singapore Pte Limited| |143|Tata South East Asia (Cambodia) Limited| |144|Tata Uganda Limited| |145|Tata West Asia FZE| |146|Tata Zambia Limited| |147|Tata Zimbabwe (Private) Limited (dormant)| |148|TIL Leather Mauritius Limited| |149|Tata International West Asia DMCC| |150|Motor-Hub East Africa Limited| |151|Tata International Vietnam Company Limited| |152|Tata International Unitech (Senegal) SARL (formerly Tata Africa (Senegal) S.A.R.L.)| |153|Tata International Canada Limited| |154|Newshelf 1369 Pty Ltd| |155|Alliance Finance Corporation Limited| |156|AFCL Ghana Limited| |157|AFCL Premium Services Ltd.| |158|AFCL Zambia Limited| |159|Alliance Leasing Limited| |160|Stryder Cycle Private Limited| |161|AFCL RSA (Pty) Limited| |162|TISPL Trading Company Limited (formerly Tata International Myanmar Limited)| |163|Société Financière Décentralisé Alliance Finance Corporation Senegal| |164|Tata International DLT Private Limited| Notice | 76 # Integrated Annual Report 2021-22 # Notice |Sr. No.|Name|Sr."
+"No.|Name| |---|---|---|---| |165|Taj Air Limited|186|Tata Medical and Diagnostics Limited| |166|Impetis Biosciences Limited|187|Talace Private Limited| |167|Tata Teleservices Limited|188|Air India Limited| |168|Tata Tele NXTGEN Solutions Limited (formerly MMP Mobi Wallet Payment Systems Limited)|189|Air India Express Limited| |169|NVS Technologies Limited|190|Tata Electronics Private Limited (formerly TRIL Bengaluru Four Private Limited)| |170|TTL Mobile Private Limited (formerly Virgin Mobile (India) Private Limited)|191|Vidiyal Residency Private Limited| |171|Tata Teleservices (Maharashtra) Limited|192|Tata Business Hub Limited| |172|AirAsia (India) Limited|193|Tata Elxsi Limited| |173|Tata Digital Private Limited (formerly Tata Digital Limited)|194|Tata Communications Limited| |174|Tata Payments Limited|195|Tata Communications Transformation Services Limited| |175|Supermarket Grocery Supplies Private Limited|196|Tata Communications Collaboration Services Private Limited| |176|Innovative Retail Concepts Private Limited|197|Tata Communications Payment Solutions Limited| |177|Savis Retail Private Limited|198|Tata Communications Lanka Limited| |178|Delyver Retail Network Private Limited|199|Tata Communications Services (International) Pte. Limited| |179|Dailyninja Delivery Services Private Limited|200|Tata Communications (Bermuda) Limited| |180|Tata 1mg Technologies Private Limited|201|Tata Communications (Netherlands) B.V.| |181|Tata 1mg Healthcare Solutions Private Limited|202|Tata Communications (Hong Kong) Limited| |182|LFS Healthcare Private Limited|203|ITXC IP Holdings S.A.R.L.| |183|Infiniti Retail Limited|204|Tata Communications (America) Inc.| |184|Tata Fintech Private Limited|205|Tata Communications (International) Pte Limited| |185|Protraviny Private Limited|206|Tata Communications (Canada) Limited| |207|TATA COMMUNICATIONS (BELGIUM) SRL (formerly Tata Communications (Belgium) S.P.R.L.)| | | # Integrated Annual Report 2021-22 |Sr. No.|Name| |---|---| |208|Tata Communications (Italy) SRL| |209|Tata Communications (Portugal) Unipessoal LDA| |210|Tata Communications (France) SAS| |211|Tata Communications (Nordic) AS| |212|Tata Communications (Guam) L.L.C.| |213|Tata Communications (Portugal) Instalacao E Manutencao De Redes LDA| |214|Tata Communications (Australia) Pty Limited| |215|Tata Communications SVCS Pte Ltd (formerly Tata Communications Services (Bermuda) Limited| |216|Tata Communications (Poland) SP.Z.O.O.| |217|Tata Communications (Japan) KK.| |218|Tata Communications (UK) Limited| |219|Tata Communications Deutschland GMBH| |220|Tata Communications (Middle East) FZ-LLC| |221|Tata Communications (Hungary) KFT| |222|Tata Communications (Ireland) DAC| |223|Tata Communications (Russia) LLC| |224|Tata Communications (Switzerland) GmbH| |225|Tata Communications (Sweden) AB| |226|TCPOP Communication GmbH| |227|Tata Communications (Taiwan) Limited| |228|Tata Communications (Thailand) Limited| |229|Tata Communications (Malaysia) Sdn. Bhd.| |230|Tata Communications Transformation Services South Africa (Pty) Ltd| |231|Tata Communications (Spain) S.L.| |232|Tata Communications (Beijing) Technology Limited| |233|VSNL SNOSPV Pte. Limited| |234|Tata Communications (South Korea) Limited| |235|Tata Communications Transformation Services (Hungary) Kft.| |236|Tata Communications Transformation Services Pte Limited| |237|Tata Communications (Brazil) Participacoes Limitada| |238|Tata Communications Transformation Services (US) Inc| |239|Tata Communications Comunicacoes E Multimídia (Brazil) Limitada| |240|Nexus Connexion (SA) Pty Limited| |241|SEPCO Communications (Pty) Limited| |242|Tata Communications (New Zealand) Limited| |243|Tata Communications MOVE B.V.(formerly Teleena Holding B.V.)| |244|Tata Communications MOVE Nederland B.V. (formerly Teleena Nederland B.V.)| File: AR_TCS_2021_2022.md |245|MuCoso B.V. (formerly Tata Communications MuCoso B.V.)| |246|NetFoundry Inc.| |247|TCTS Senegal Limited| |248|OASIS Smart SIM Europe SAS| |249|Oasis Smart E-Sim Pte Ltd| Notice | 78 # List of subsidiaries of Tata Motors Limited as on March 31, 2022 |Sr. No.|Name| |---|---| |1|TML Business Services Limited (TMLBSL)| |2|Tata Motors Insurance Broking and Advisory Services Limited| |3|Tata Hispano Motors Carrocera S.A.| |4|Tata Hispano Motors Carrocerries Maghreb SA| |5|TMF Holdings Limited| |6|TML Holdings Pte. Limited| |7|Brabo Robotics and Automation Limited| |8|Tata Precision Industries Pte. Limited| |9|Tata Technologies Limited| |10|Tata Marcopolo Motors Limited| |11|JT Special Vehicles Pvt. Limited| |12|TML CV Mobility Solutions Limited| |13|Tata Passenger Electric Mobility Ltd.| |14|Tata Motors Passenger Vehicles Limited (Name changed from TML Business Analytics Services Limited with effect from September 17, 2021)| |15|Tata Motors European Technical Centre PLC| |16|Trilix S.r.l.| |17|Tata Daewoo Commercial Vehicle Company Limited| |18|Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited| |19|PT Tata Motors Indonesia| |20|PT Tata Motors Distribusi Indonesia| |21|Jaguar Land Rover Automotive plc| |22|Tata Motors (Thailand) Limited| |23|Tata Motors (SA) (Proprietary) Limited| |24|Jaguar Land Rover Holdings Limited| |25|Limited Liability Company ""Jaguar Land Rover"" (Russia)| |26|Jaguar Land Rover (China) Investment Co. Ltd.| |27|Jaguar Land Rover Limited| |28|In-Car Ventures Limited| |29|Shanghai Jaguar Land Rover Automotive Services Company Limited| |30|Jaguar Land Rover Austria GmbH| |31|Jaguar Land Rover Japan Limited| |32|JLR Nominee Company Limited (dormant)| |33|Jaguar Land Rover Deutschland GmbH| |34|Jaguar Land Rover Classic Deutschland GmbH| |35|Jaguar Land Rover North America LLC| |36|Jaguar Land Rover Nederland BV| |37|Jaguar Land Rover Portugal-Veículos e Peças, Lda.| |38|Jaguar Land Rover Australia Pty Limited| |39|Jaguar Land Rover Italia Spa| Integrated Annual Report 2021-22 Notice | 79 # Integrated Annual Report 2021-22 # Notice |Sr. No.|Name| |---|---| |40|Jaguar Land Rover Korea Company Limited| |41|Jaguar Land Rover Canada ULC| |42|Jaguar Land Rover France, SAS| |43|Jaguar e Land Rover Brasil Indústria e Comércio de Veículos LTDA| |44|Jaguar Land Rover India Limited| |45|Jaguar Land Rover Espana SL| |46|Jaguar Land Rover Belux NV| |47|Jaguar Cars South Africa (Pty) Limited (dormant)| |48|Jaguar Cars Limited (dormant)| |49|Land Rover Exports Limited (dormant)| |50|Land Rover Ireland Limited (non-trading)| |51|The Daimler Motor Company Limited (dormant)| |52|Daimler Transport Vehicles Limited (dormant)| |53|S.S."
+"Cars Limited (dormant)| |54|The Lanchester Motor Company Limited (dormant)| |55|Jaguar Land Rover Pension Trustees Limited (dormant)| |56|Jaguar Land Rover Slovakia s.r.o| |57|Jaguar Land Rover Singapore Pte. Ltd.| |58|Jaguar Racing Limited| |59|Jaguar Land Rover Colombia S.A.S| |60|Jaguar Land Rover Ireland (Services) Limited| |61|Jaguar Land Rover Taiwan Company Limited| |62|Jaguar Land Rover Servicios México, S.A. de C.V.| |63|Jaguar Land Rover México, S.A.P.I. de C.V.| |64|Jaguar Land Rover Hungary KFT| |65|Jaguar Land Rover Classic USA LLC (dormant)| |66|Jaguar Land Rover (South Africa) Holdings Limited| |67|Jaguar Land Rover Ventures Limited| |68|InMotion Ventures Limited| |69|Spark44 (JV) Limited| |70|Bowler Motors Limited| |71|Jaguar Land Rover (Ningbo) Trading Co. Limited| |72|Jaguar Land Rover (South Africa) (Pty) Limited| |73|Spark44 Pty. Ltd. (Sydney, Australia)| |74|Spark44 GmbH (Frankfurt, Germany)| |75|Spark44 LLC (NYC, USA)| |76|Spark44 Shanghai Limited (Shanghai, China)| |77|Spark44 DMCC (Dubai, UAE)| |78|Spark44 Demand Creation Partners Private Limited (Mumbai, India)| |79|Spark44 Limited (London & Birmingham, UK)| |80|Spark44 Singapore Pte. Ltd. (Singapore)| |81|Spark44 Communications SL (Madrid, Spain)| |82|Spark44 S.r.l. (Rome, Italy)| |83|Spark44 Seoul Limited (Korea)| # List of subsidiaries of the Company (other than wholly owned subsidiaries) as on March 31, 2022 |Sr No.|Name| |---|---| |1|APTOnline Limited| |2|MP Online Limited| |3|C-Edge Technologies Limited| |4|MahaOnline Limited| |5|Tata Consultancy Services (China) Co., Ltd.| |6|Tata Consultancy Services Japan, Ltd.| # Current List of Companies |Sr No.|Name| |---|---| |84|Spark44 Japan K.K. (Tokyo, Japan)| |85|Spark44 Canada Inc (Toronto, Canada)| |86|Spark44 Pty. Limited (South Africa)| |87|Spark44 Colombia S.A.S. (Colombia)| |88|Spark44 Taiwan Limited (Taiwan)| |89|InMotion Ventures 2 Limited| |90|InMotion Ventures 3 Limited| |91|Tata Technologies Pte. Limited| |92|Tata Technologies (Thailand) Limited| |93|Tata Manufacturing Technologies (Shanghai) Co. Limited| |94|INCAT International Plc.| |95|Tata Technologies GmbH| |96|Tata Technologies Europe Limited| |97|Tata Technologies Nordics AB| |98|Tata Technologies Inc.| |99|Tata Technologies de Mexico, S.A. de C.V.| |100|Cambric Limited| |101|Tata Technologies SRL Romania| |102|Tata Motors Finance Solutions Limited| |103|Tata Motors Finance Limited| # Directors' Report To the Members, The Directors present this Integrated Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2022. To support 'Green initiative', the Abridged Integrated Annual Report has been sent to the Members whose e-mail ids are not registered with the Company / Depositories. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results |(` crore)|Standalone|Standalone|Consolidated|Consolidated| | | |---|---|---|---|---| |Financial Year 2021-22 (FY 2022)|Financial Year 2020-21 (FY 2021)|Financial Year 2021-22 (FY 2022)|Financial Year 2020-21 (FY 2021)| | |Revenue from operations|1,60,341|1,35,963|1,91,754|1,64,177| |Other income|7,486|5,400|4,018|3,134| |Total income|1,67,827|1,41,363|1,95,772|1,67,311| |Expenses| | | | | |Operating expenditure|1,14,096|95,653|1,38,697|1,17,631| |Depreciation and amortisation expense|3,522|3,053|4,604|4,065| |Total expenses|1,17,618|98,706|1,43,301|1,21,696| |Profit before finance costs, exceptional item and tax|50,209|42,657|52,471|45,615| |Finance costs|486|537|784|637| |Profit before exceptional item and tax|49,723|42,120|51,687|44,978| |Exceptional item| | | | | |Provision towards legal claim|-|1,218|-|1,218| |Profit before tax|49,723|40,902|51,687|43,760| |Tax expense|11,536|9,942|13,238|11,198| |Profit for the year|38,187|30,960|38,449|32,562| |Attributable to:| | | | | |Shareholders of the Company|38,187|30,960|38,327|32,430| |Non-controlling interests|NA|NA|122|132| |Opening balance of retained earnings|70,928|71,532|79,586|78,810| |Closing balance of retained earnings|68,949|70,928|78,158|79,586| # 2. COVID-19 The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of FY 2022, the second wave of the pandemic overwhelmed India's medical infrastructure. Through this trying period, hospitalization support was provided and Covid care centers were opened in TCS facilities in 13 cities to help affected associates and their families. This was in addition to the medical helplines, self-help and counseling services provided from the start of the pandemic. Amid the pandemic, the Company launched a PAN-India vaccination drive for its employees and their families to ensure the safety and well-being of the associates and their families covering over a million individuals in all, across all the TCS locations and smaller cities from where some of the employees were remote-working. The Directors have also recommended a final dividend of `22 per equity share, the final dividend on equity shares, if approved by the Members, would involve a cash outflow of `8,050 crore. The total dividend for FY 2022 amounts to `43 per equity share and would involve a total cash outflow of `15,818 crore, resulting in a dividend payout of 99.5 percent of the standalone profits of the Company. For FY 2021, the Company paid a total dividend of `38 per equity share, which resulted in an outflow of `14,147 crore and a dividend payout of 41.4 percent* of the standalone profits of the Company. In addition to the above, the Company bought back 5,33,33,333 equity shares at a price of `3,000 per equity share for an aggregate consideration of `16,000 crore."
+"The offer size of the buyback was 19.96 percent of the aggregate paid-up equity share capital and free reserves as per audited condensed standalone interim financial statements of the Company as at September 30, 2020, respectively. # 3. Return of surplus funds to Shareholders In line with the practice of returning 80 to 100 percent free cash flow to shareholders and based on the Company's performance, the Directors have declared three interim dividends of `7 per equity share aggregating to `21 per equity share involving a cash outflow. The buyback represented 1.08 percent of the total issued and paid-up equity share capital of the Company as at December 31, 2021. The settlement of bids and payment of buyback consideration was made on March 28, 2022 and the shares were extinguished on March 29, 2022. The shareholders' payout with respect to dividend and buyback including tax on buyback. *Excluding provision towards legal claim. # 6. Quality initiatives The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. TCS' integrated Quality Management System (iQMS™) continues to enable outstanding value and experience to its customers. iQMS™ is continually enhanced for new service offerings, emerging delivery methodologies, industry best practices and latest technologies. During second wave of the pandemic, the Company was actively monitoring all customer engagements across the globe to minimize risks and ensure continuity of services. This was achieved through daily tracking, digitized multi-level dashboards and differentiated governance of critical engagements. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in sustained high customer satisfaction levels in the periodic surveys conducted by the Company. This is validated by top rankings in third party surveys as well. In these surveys, TCS achieved the top position in customer satisfaction for the ninth consecutive year, with an overall satisfaction score of 84 percent compared to the industry average of 75 percent. TCS has also received multiple awards from CII and National Institute for Quality and Reliability this year. TCS won the Data Security Council of India (DSCI) Excellence Award 2021 in two categories - Best Privacy Practices in Organization and Best Security Practices in IT-ITes/ BPM (Large). # 4. Transfer to reserves The closing balance of the retained earnings of the Company for FY 2022, after all appropriations and adjustments was `68,949 crore. # 5. Company's performance On a consolidated basis, the revenue for FY 2022 was `1,91,754 crore, higher by 16.8 percent over the previous year's revenue of `1,64,177 crore. The profit after tax (""PAT"") attributable to shareholders and non-controlling interests for FY 2022 and FY 2021 was `38,449 crore and `33,520 crore*, respectively. The PAT attributable to shareholders for FY 2022 was `38,327 crore* registering a growth of 14.8 percent over the PAT of `33,388 crore* in FY 2021. On a standalone basis, the revenue for FY 2022 was `1,60,341 crore, higher by 17.9 percent over the previous year's revenue of `1,35,963 crore. The PAT attributable to shareholders in FY 2022 was `38,187 crore registering a growth of 19.6 percent over the PAT of `31,918 crore* in FY 2021. *Excluding provision towards legal claim. # 7. Subsidiary companies The Company has 52 subsidiaries as on March 31, 2022. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). There has been no material change in the nature of the business of the subsidiaries. - The name of Postbank Systems AG changed to TCS Technology Solutions AG w.e.f. December 27, 2021. - TCS e-Serve America, Inc. was liquidated w.e.f. December 29, 2021. - The name of W12 Studios Limited was changed to Tata Consultancy Services UK Limited w.e.f. May 24, 2021. - On May 26, 2021, Tata Consultancy Services Netherlands B.V., a 100 percent subsidiary of the Company, increased its equity stake to 100 percent in Tata Consultancy Services Saudi Arabia on acquisition of Saudi Desert Rose Holding B.V. - Tata Consultancy Services Ireland Limited, a 100 percent subsidiary of the Company, incorporated a wholly owned subsidiary, Tata Consultancy Services Bulgaria EOOD in Bulgaria on August 31, 2021. - TCS Iberoamerica SA, a 100 percent subsidiary of the Company, incorporated a subsidiary, Tata Consultancy Services Guatemala, S.A. in Guatemala on September 1, 2021. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No."
+"AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.tcs.com/investor-relations. # 8. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: - i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; - ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; - iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; - iv. they have prepared the annual accounts on a going concern basis; - v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; - vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work... performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2022. # 9. Directors and key managerial personnel The Board of Directors at its meeting held on October 8, 2021, subject to approval of the shareholders, approved the re-appointment of Rajesh Gopinathan (DIN 06365813) as the Chief Executive Officer and Managing Director of the Company for a further period of five years from February 21, 2022 and re-appointment of N Ganapathy Subramaniam (DIN 07006215) as Chief Operating Officer and Executive Director from February 21, 2022 to May 19, 2024, as per the retirement age policy for the Directors of the Company. N Ganapathy Subramaniam (DIN 07006215) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. The Board places on record its appreciation for V Ramakrishnan and Rajendra Moholkar for their invaluable contribution and guidance during their tenure as Chief Financial Officer, and Company Secretary and Compliance Officer, respectively. Samir Seksaria took over as the Chief Financial Officer, with effect from May 1, 2021, in place of V Ramakrishnan, who retired from the services of the Company w.e.f. April 30, 2021. Samir Seksaria has been with TCS since 1999 and has held various positions in business consulting and finance. He is a commerce graduate from Narsee Monjee College, Mumbai and a member of the Institute of Chartered Accountants of India. Rajesh Gopinathan, Chief Executive Officer and Managing Director, N Ganapathy Subramaniam, Chief Operating Officer and Executive Director, Samir Seksaria, Chief Financial Officer and Pradeep Manohar Gaitonde, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2022. # 10. Number of meetings of the Board Five meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. # 11."
+"Board evaluation The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. # 12. Policy on directors' appointment and remuneration and other details The Company's policy on appointment of directors is available on the Company's website at https://on.tcs.com/ApptDirectors. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company's website at https://on.tcs.com/remuneration-policy. # 13. Corporate social responsibility (CSR) TCS' CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website at https://on.tcs.com/Global-CSR-Policy. # 14. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 15. Audit committee The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. # 16. Auditors B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) will hold office till the conclusion of the twenty-seventh Annual General Meeting of the Company. The Board has recommended the re-appointment of B S R & Co. LLP, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the twenty-seventh Annual General Meeting scheduled to be held in the year 2022 till the conclusion of the thirty-second Annual General Meeting to be held in the year 2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee. # 17. Auditor's report and Secretarial audit report The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II. # 18. Risk management The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 19. Vigil Mechanism The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. This Policy is available on the Company's website at https://on.tcs.com/WhistleBP. # 20. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements. # 21. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act."
+"Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022 and hence does not form part of this report. Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions is being placed at the AGM. # 22. Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company's website at https://on.tcs.com/annual-return-21-22. # 23. Particulars of employees The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: - a. The ratio of the remuneration of each director to the median remuneration of the employees. # Employees of the Company and Percentage Increase in Remuneration # Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary in the Financial Year: |Name|Ratio to Median Remuneration|% Increase in Remuneration in the Financial Year| |---|---|---| |Non-executive Directors:| | | |N Chandrasekaran*|-|-| |O P Bhatt|38.49|8.70| |Aarthi Subramanian#|-|-| |Dr Pradeep Kumar Khosla|34.64|21.62| |Hanne Sorensen|34.64|21.62| |Keki Mistry|38.49|25.00| |Don Callahan|34.64|12.50| |Executive Directors:| | | |Rajesh Gopinathan|396.67|26.52| |N Ganapathy Subramaniam|318.52|28.47| |Chief Financial Officer| | | |Samir Seksaria##|-|$| |V Ramakrishnan###|-|$| |Company Secretary| | | |Pradeep Manohar Gaitonde@|-|$| |Rajendra Moholkar@@|-|$| * As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. # In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company and hence not stated. ## Appointed as Chief Financial Officer w.e.f. May 1, 2021. ### Relinquished the office of Chief Financial Officer w.e.f. April 30, 2021. @ Appointed as Company Secretary and Compliance Officer w.e.f. November 1, 2021. @@ Relinquished the office of Company Secretary and Compliance Officer w.e.f. October 31, 2021. $ Since the remuneration is only for part of the year, the percentage increase in remuneration is not comparable and hence, not stated. # Additional Information b. The percentage increase in the median remuneration of employees in the financial year is 4.24 percent. c. The number of permanent employees on the rolls of Company are 5,92,195. d. The average annual increase was in the range of 5-8 percent in India. However, during the course of the year, the total increase is approximately 10.5 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 1.5 to 6 percent. Integrated Annual Report 2021-22 Directors' Report | 89 The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects the Company's performance, the performance pay is also linked to organization performance and individual utilization in addition to individual performance. Increase in the managerial remuneration for the year was 27.38 percent. The Company affirms that the remuneration is as per the remuneration policy of the Company. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. # 24. Integrated Report File: AR_TCS_2021_2022.md The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital. # 25. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report (""BRSR"") form part of the Director's Report."
+"The Company has provided BRSR, in lieu of the Business Responsibility Report which is reaffirmed in its Environmental Sustainability Policy (https://on.tcs.com/Environmental-Sustainability). # 26. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 27. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy The Company is committed towards conservation of energy and climate action which is reaffirmed in its Environmental Sustainability Policy. # Directors' Report Through the reporting year, initiatives were aligned towards achieving these targets. Having already switched over to LED lights across all offices in 2020, this year the focus was on cooling system and UPS efficiencies. Offices with old/inefficient air conditioners were upgraded to energy efficient and energy star rated cooling systems. Initiatives to optimize the UPS load included UPS resizing and switch over to modular UPS. The data center PUE of 1.65 was achieved for the corporate data centers at Yantra Park and Siruseri. The Company is also incorporating next generation green data center practices with futuristic and modular technologies like modular UPS, cold aisle containment, real time monitoring of temperature and energy consumption. The Company continued to augment the roof top solar photo voltaic installations this year as well taking the total installed capacity to 10.2 MWp contributing to 3.76 percent of total electricity use in the reporting year. The Company increased the renewable energy procurement through third party power purchase agreement (PPA) for solar energy at TCS Siruseri campus and switch over to green tariff for its operations in the states of Karnataka and Maharashtra. This resulted in an increase in the renewable energy use to 37.2 percent of total electricity use. Activities that strengthened both brands related to R&D are specified here. TCS Research as a brand, highlights the Company's ability to invent with impact, and explore futuristic ideas with the wider academic ecosystem. The TCS PaceTM brand stands for its innovation capability, by which intellectual content is made tangible and experiential to customers. TCS continues to expand its foundational research in computing and its intersection with the sciences. New areas of research include sensing, digital twins for social systems, efficient and robust AI and deep learning, quantum computing and generative design for materials, manufacturing and life sciences. Continued focus on the above initiatives will enable steer the Company towards achieving its carbon target to reduce its absolute Scope 1 + Scope 2 carbon footprint by 70 percent by 2025 over the baseline on 2016 and also to become net zero by 2030. Work began with cross-functional teams on strategic initiatives such as Future of Software Development and Sustainability. Research on other strategic initiatives continued. More of TCS' IP based products and platforms were made available natively on hyperscaler cloud platforms. While TCS BaNCS™ suite in financial services, TCS Optumera™ and TCS Omnistore™ in retail, TCS HOBS™ in telecom and TCS ADD™ in life sciences were made available on AWS last year, TCS AvianaTM for travel customers followed suit this year. TCS' Cognitive Plant Operations Adviser (CPOA), an amalgamation of IP-based solutions for. # Integrated Annual Report 2021-22 # Directors' Report Manufacturing has also been developed using Microsoft Azure Cloud capabilities. TCS MasterCraftTM is now on the Microsoft Azure Marketplace. TCS Clever EnergyTM, TCS EnvirozoneTM were launched on Microsoft's Azure IoT platform to help organizations gain insights into energy usage and reduce waste and emissions. Many of these products and platforms are available on Google Cloud as well. TCS also has a rich suite of cloud accelerators rendered on the Google Cloud Garages launched at TCS Pace Ports. In line with the Company's belief of building greater futures through innovation and collective knowledge, R&I continued to combine know-how and innovation mindset across the organization by regularly organizing crowdsourcing initiatives. TCS Innovista 2022 attracted 11,970 entries across the organization. TCS secured 4 wins at TATA Innovista 2021. Innovation Champions continued to be active across several accounts facilitating TCS customers' growth and transformation journeys. TCS Innovation Forum 2021 with sustainability as a theme was held in seven geographies; many Innovation Days were held with customers across industries. The best of TCS' innovation assets, capabilities, and practices were brought to customers through experiential initiatives. TCS Pace Ports, spaces that connect customers to all of TCS' organizational capabilities in innovation, technology and industry expertise, hosted several events and workshops."
+"TCS Pace Ports are active across geographies. The Company launched a Pace PortTM in Amsterdam formally this year to bring TCS' ecosystem of partners from academia, government institutions, start-ups and technology providers to co-innovate with European customers with a focus on sustainability. 'Powered by Pace' centres were launched across the globe to help customers leverage co-innovation and accelerate digital transformation. These include the digital Garage Innovation Centre at Sydney; and the All-women Innovation Lab at Riyadh. TCS' Agile Innovation Cloud (AIC) was adopted by multiple customers this year. TCS expanded its global footprint with more than 55 active academic partnerships and over 2,600 start-up partners in the network. The ninth season of TCS CodeVita won the Guinness World RecordsTM title for the world's largest computer programming competition with 1,36,054 participants from 34 countries. Intellectual property of TCS R&I grew with more than 240 publications presented in top-tier conferences or published in journals. The Company continued to contribute to standards bodies especially in ISO SC7 and SC42 on Software and Systems Engineering and Artificial Intelligence, respectively. As of March 31, 2022, 6,583 patents have been filed. # Directors' Report and 2,287 granted cumulatively by the Company. TCS won CII's Industrial Intellectual Property Awards 2021 for the Best Patents Portfolio in the Large Enterprises (Information and Communications Technology and Services) category, for the fifth consecutive year. TCS also won the ASSOCHAM IP Excellence Award 2021 for the best IP In-House Team of the Year. # Future course of action: TCS will continue to scale the Patents, Products and Platforms strategy across the organization, harnessing the collective knowledge and creativity of internal teams and of partners to deliver innovative solutions in support of the Company's pursuit of growth and transformation opportunities and longer-term sustainability goals. # Expenditure on R&D: TCS research and innovation centres are located in India and other parts of the world. These research centres in India, as certified by Department of Scientific & Industrial Research (DSIR), function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2022 and FY 2021 are given below: |Expenditure on R&D and innovation|Standalone FY 2022|Standalone FY 2021|Consolidated FY 2022|Consolidated FY 2021| |---|---|---|---|---| |a. Capital|-*|1|-*|1| |b. Recurring|337|298|341|302| |c. Total R&D expenditure (a+b)|337|299|341|303| |d. Innovation center expenditure|1,841|1,546|1,901|1,614| |e. Total R&D and innovation expenditure (c+d)|2,178|1,845|2,242|1,917| |f. R&D and innovation expenditure as a percentage of total turnover|1.4%|1.4%|1.2%|1.2%| *Represents value less than `0.50 crore. # Foreign exchange earnings and outgo Export revenue constituted 94.0 percent of the total standalone revenue in FY 2022 (94.0 percent in FY 2021). # Foreign exchange earnings and outgo | |FY 2022|FY 2021| |---|---|---| |a. Foreign exchange earnings|1,55,240|1,30,720| |b. CIF Value of imports|216|241| |c. Expenditure in foreign currency|63,689|54,800| # 28. Acknowledgements The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his life and safety to fight this pandemic. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N Chandrasekaran Chairman DIN No. 00121863 Mumbai, April 11, 2022 # Annexure I # Annual Report on CSR Activities # 1. Brief outline on CSR Policy of the Company The Company believes that all are born with equal potential but not equal opportunity. TCS' vision is to empower people and communities, building self-reliance through purpose and technology while ensuring the values of fairness, equity and respect for human rights. The Company remains steadfast in its mission to connect people to opportunities in the digital economy while building equitable, inclusive pathways for all - especially women, youth and marginalized groups. TCS, through various CSR initiatives and programs across globe, continues to invest in addressing the most pressing needs of the community. The primary focus areas are education, skilling, employment and entrepreneurship with a focus on bridging the opportunity gap for people and communities. The Company invests in basic health and wellness, water sanitation and hygiene, conservation and disaster relief efforts to support the basic needs of communities across the globe. By applying its resources towards communities that need it the most, TCS ensures equitable access."
+"The Company's CSR strategy incorporates an inclusive approach into the design of every program. In India this is aligned to its support of the Government of India's Affirmative Action Policy and the Tata Group's Affirmative Action Program. With a view to grow the capacity of grassroot organizations and the knowledge base of community issues, TCS also invests in strategic partnerships, research and insights and in providing pro-bono technology consulting. To achieve transformational impact, TCS leverages the best of the Company's capabilities - its intellectual, technology, human and financial capital. TCS aims to create innovative solutions to societal challenges applying its contextual knowledge while harnessing the expertise of a diverse network of leaders; execute and scale programs using its technology capabilities; engage its large employee base to volunteer their time, skills and expertise as last-mile connectors and make impact investments in large scale, sustainable, multi-year programs that empower communities. The projects undertaken are within the broad framework of Schedule VII to the Act. Details of the CSR policy and projects or programs undertaken by the Company are available on links given below: https://on.tcs.com/Global-CSR-Policy https://www.tcs.com/corporate-social-responsibility Integrated Annual Report 2021-22 Directors' Report | 95 # 2. Composition of the CSR committee: |Sr. No.|Name of Director|Designation / Nature of Directorship|Number of meetings of CSR Committee held during the year|Number of meetings of CSR Committee attended during the year| |---|---|---|---|---| |1|N Chandrasekaran|Chairman, Non-independent, Non-Executive Director|3|3| |2|O P Bhatt|Member, Independent, Non-Executive Director|3|3| |3|N Ganapathy Subramaniam|Member, Non-Independent, Executive Director|3|3| # 3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company Composition of the CSR committee shared above and is available on the Company's website at https://www.tcs.com/corporate-governance. CSR policy - https://www.tcs.com/content/dam/tcs/pdf/CSR/TCS_CSR_Policy.pdf CSR projects - https://www.tcs.com/corporate-social-responsibility # 4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). TCS has been conducting internal impact assessments to monitor and evaluate its strategic CSR programs. The Company takes cognizance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and has initiated impact assessment of one CSR project (Tata Translational Cancer Research Center) through an independent agency. The report is available on the Company's website at https://on.tcs.com/IAR. # 5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any |Sr. No.|Financial Year|Amount available for set off from preceding financial years|Amount required to be set off for the financial year, if any| |---|---|---|---| |1|2020-21|11|NIL| Integrated Annual Report 2021-22 Directors' Report | 96 # 6. Average net profit of the Company as per Section 135(5) of the Act: ₹35,806 crore # 7. (a) Two percent of average net profit of the Company as per Section 135(5) of the Act: ₹716 crore # (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL # (c) Amount required to be set off for the financial year, if any: NIL # (d) Total CSR obligation for the financial year (7a+7b-7c): ₹716 crore # 8. (a) CSR amount spent or unspent for the financial year: |Total Amount Spent for the Financial Year|Total Amount transferred to Unspent CSR Account as per Section 135(6) of the Act| |---|---| |Amount|Date of transfer| |727|NIL| |-|(₹ crore)| # Amount Unspent # Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5) of the Act |Name of the Fund|Amount|Date of transfer| |---|---|---| |-|NIL|-| Integrated Annual Report 2021-22 Directors' Report | 97 # (b) Details of CSR amount spent against ongoing projects for the financial year: |(1)|(2)|(3)|(4)|(5)|(6)|(7)|(8)|(9)|(10)| |---|---|---|---|---|---|---|---|---|---| |Sr. No.|Name of the Project|Item from the list of activities in Schedule VII to the Act|Local area (Yes/No)|Location of the project|Project duration|Amount allocated for the project in the current financial year|Amount spent|Amount transferred to Unspent CSR Account for the project as per Section 135(6) of the Act|Mode of Implementation - Direct (Yes/No)| |1|Tata Translational Cancer Research Center|(i)|Yes|West Bengal, Kolkata|6 years|54|7|-|No| |2|BridgeIT - DF (Project 1)|(ii)|No|Mizoram, Aizawl, Karnataka, Raichur|5 years|1|-*|-|No| |3|BridgeIT - DF (Project 2)|(ii)|Yes|Karnataka, Raichur, Odisha, Yadgir, Gajapati and Rayagada|5 years|3|-*|-|No| |4|BridgeIT - Humana People to People India|(ii)|No|Jharkhand, Lohardaga and Latehar|5 years|1|-*|-|No| |TOTAL|TOTAL|TOTAL|TOTAL|TOTAL|TOTAL|TOTAL|TOTAL|TOTAL|7| *Represents value less than `0.50 crore."
+"# Integrated Annual Report 2021-22 # Directors' Report | 98 # Details of CSR amount spent against other than ongoing projects for the financial year: |Sr. No.|Name of the Project|Item from the list of activities in Schedule VII to the Act|Local area (Yes/ No)|Location of the project|Amount spent for the project (` crore)|Mode of implementation - Direct (Yes/No)|Mode of implementation - Through|Name|CSR registration number| |---|---|---|---|---|---|---|---|---|---| |1|Contribution for Schedule VII activities|(i), (ii), (iv), (v)|Yes|PAN India|680|No|TCS Foundation| |CSR00002960| |2|Healthcare projects|(i)|No|Maharashtra, Kerala, Andhra Pradesh, Uttar Pradesh|15|Yes| | | | |3|Education and skill building projects|(ii)|Yes|PAN India|10|Yes| | | | |4|Employability training for rural youth|(ii), (iii)|Yes|PAN India|4|Yes| | | | |5|Hospital Management System at Cancer Institute and Tata Medical Centre|(i)|Yes|Tamil Nadu, West Bengal|2|Yes| | | | |6|Adult Literacy Program support|(ii)|Yes|Gujarat, Haryana, Jammu & Kashmir, Jharkhand, Maharashtra, Telangana, West Bengal|1|Yes| | | | |7|Jal Jeevan Mission|(i)|Yes|Himachal Pradesh, Uttarakhand, Maharashtra, Rajasthan, Jharkhand, Gujarat, Assam, Tripura, Ladakh, Karnakata, Uttar Pradesh, Andhra Pradesh|1|Yes#|Tata Community Initiatives Trust| |CSR00002739| |8|Community transformation projects|(ii) (iii)|Yes|PAN India|-*|Yes| | | | *Represents value less than `0.50 crore. #Jal Jeevan Mission project is being jointly implemented with Tata Community Initiatives Trust, CSR reg. no. - CSR00002739 |(1)|(2)|(3)|(4)|(5)|(6)|(7)|(8)| | |---|---|---|---|---|---|---|---|---| |Sr. No.|Name of the Project|Item from the list of activities in Schedule VII to the Act|Local area (Yes/ No)|Location of the project|Amount spent for the project (` crore)|Mode of implementation - Direct (Yes/No)|Mode of implementation - Through implementing agency| | |9|goIT - Student Digital Innovation Program|(ii)|Yes|Andhra Pradesh, Gujarat, Jammu & Kashmir, Karnataka, Kerala, Maharashtra, Odisha, Tamil Nadu, West Bengal, Ladakh|-*|Yes|-| | | | | | |Vizianagaram, Srikakulam, Anantapur, Kadapa, Ahmedabad, Dahod, Bharuch, Surat, Jammu, Tumkur, Chikkaballapur, Kolar, Bangalore, Mandya, Shivamogga, Ramanagara, Dakshina Kannada, Raichur, Ernakulum, Wayanad, Palakkad, Kochi, Thane, Amravati, Nagpur, Solapur, Wardha, Akola, Yavatmal, Sangli, Pune, Osmanabad, Chandrapur, Anugul, Balasore, Bargarh, Bolangir, Boudh, Cuttack, Deogarh, Dhenkanal, Gajapati, Ganjam, Jajapur, Jharsuguda, Kalahandi, Kendrapada, Keunjhar, Khordha, Koraput, Malkangiri, Mayurbhanj, Nabarangpur, Nayagarh, Nuapada, Phulbani, Puri, Rayagada, Sambalpur, Sonepur, Sundargarh, Kancheepuram, Kolkata, Purulia, Leh| | | | | |10|Archaeometallurgical insights on ancient excavations|(v)|Yes|Tamil Nadu|-*|No|National Institute of Advanced Studies|CSR00007662| |11|IMF - Computational Thining Program|(ii)|Yes|Andhra Pradesh, Jammu & Kashmir, Ladakh, Maharashtra, Punjab, Tamil Nadu, Uttarakhand, West Bengal, Karnataka, Madhya Pradesh, Goa, Kerala|-*|Yes|-| | | | | | |Chittoor, East Godavari, Guntur, Krishna, Kurnool, Nellore, Prakasam, Srikakulam, Vizianagaram, West Godavari, Anantapur, Kadapa, Visakhapatnam, Jammu, Poonch, Kupwara, Leh, Thane, Amravati, Nagpur, Ahmadnagar, Solapur, Wardha, Raigarh, Akola, Yavatmal, Sangli, Amritsar, Chennai, Almora, Dehradun, Bankura, Mysore, Tumkur, Chikkamagalore, Chikmagaluru, Chikkaballapur, Kolar, Bangalore, Mandya, Ramnagar, Shivamogga, Kolar, Ramanagara, Dakshina Kannada, Neemuch, North Goa, South Goa, Ernakulum, Kottayam, Alappuzha| | | | | |12|Infrastructure support to Hospital|(i)|Yes|Maharashtra|-*|No|Society for Rehabilitation of Crippled Children|CSR00003225| *Represents value less than `0.50 crore. Integrated Annual Report 2021-22 Directors' Report | 100 |Sr.|Name of the Project|Item from the list of activities in Schedule VII to the Act|Local area (Yes/ No)|Location of the project State / Union Territories|District| |---|---|---|---|---|---| |13|Scholarship program|(ii)|Yes|Madhya Pradesh|Chhindwara| |14|Digital Nerve Centre|(i)|Yes|PAN India| | |TOTAL|TOTAL|TOTAL|TOTAL|TOTAL| | *Represents value less than `0.50 crore. |Amount spent for the project (` crore)|Mode of implementation - Direct (Yes/No)|Mode of implementation - Through implementing agency|Name|CSR registration number| |---|---|---|---|---| |-*|No|NIIT Foundation|CSR00000621| | |-*|Yes|-| | | |713| | | | | (d) Amount spent in Administrative Overheads: `7 crore (e) Amount spent on Impact Assessment, if applicable: NIL (f) Total amount spent for the Financial Year (8b+8c+8d+8e) : `727 crore (g) Excess amount for set off, if any |Sr. No.|Particulars|Amount (` crore)| |---|---|---| |(i)|Two percent of average net profit of the Company as per Section 135(5) of the Act|716| |(ii)|Total amount spent for the Financial Year|727| |(iii)|Excess amount spent for the financial year [(ii)-(i)]|11| |(iv)|Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any|NIL| |(v)|Amount available for set off in succeeding financial years [(iii)-(iv)]|11| Integrated Annual Report 2021-22 Directors' Report | 101 # 9. Details of Unspent CSR amount for the preceding three financial years: |Sr. No.|Preceding Financial Year|Amount transferred to Unspent CSR Account under Section 135 (6) of the Act|Amount spent in the reporting Financial Year|Amount transferred to any fund specified under Schedule VII as per Section 135(6) of the Act, if any|Amount remaining to be spent in succeeding financial years| | | |---|---|---|---|---|---|---|---| |1|-| |NIL|-|-|NIL|-| # (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): |Sr."
+"No.|Project ID|Name of the Project|Financial Year in which the project was commenced|Project duration|Total amount allocated for the project| |---|---|---|---|---|---| |1|TTCRC|Tata Translational Cancer Research Centre|FY 2016|6 years|54| |2|BridgeIT|BridgeIT - DF (Project 1)|FY 2018|5 years|1| |3| |BridgeIT - DF (Project 2)|FY 2020|5 years|3| |4| |BridgeIT - Humana|FY 2020|5 years|1| |5| |BridgeIT - CADAM (Project 1)|FY 2018|5 years|3| |6| |BridgeIT - CADAM (Project 2)|FY 2020|5 years|6| |7|IIIT|Setting up of IIIT at Guwahati, Vadodara, Srirangam, Ranchi and Nagpur in PPP mode|FY 2014|Open ended|29| # TOTAL |Amount spent on the project in the reporting Financial Year|Cumulative amount spent at the end of reporting Financial Year|Status of the project| |---|---|---| |7|54|Completed| |-*|1|Ongoing| |-*|2|Ongoing| |-*|1|Ongoing| |-*|2|Ongoing| |-*|2|Ongoing| |-|16|Ongoing| # 10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details) - (a) Date of creation or acquisition of the capital asset(s) : None - (b) Amount of CSR spent for creation or acquisition of capital asset : NIL - (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address, etc. : Not Applicable - (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) : Not Applicable # 11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per Section 135(5) of the Act: Not Applicable Rajesh Gopinathan Chief Executive Officer and Managing Director DIN No. 06365813 N Chandrasekaran Chairman, Corporate Social Responsibility Committee DIN No. 00121863 Integrated Annual Report 2021-22 Directors' Report | 103 # Annexure II # Form No. MR-3 # Secretarial Audit Report # for the financial year ended March 31, 2022 [Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited Company has during the audit period covering the financial year ended on March 31, 2022, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon."
+"Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has complied with the statutory provisions listed below: # (i) The Companies Act, 2013 (the Act) and the rules made thereunder; # (ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; # (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; # (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder; # (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; - (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; - (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Integrated Annual Report 2021-22 Directors' Report | 104 # Employee Benefits and Sweat Equity a) Information Technology Act, 2000 and the Regulations, 2021; (Not applicable to the Company during the audit period) b) Special Economic Zones Act, 2005 and the rules made thereunder; c) Software Technology Parks of India rules and regulations d) The Indian Copyright Act, 1957 e) The Patents Act, 1970 f) The Trade Marks Act, 1999 g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) (vi) Other laws applicable specifically to the Company namely:- # We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review. The re-appointment of Mr. Rajesh Gopinathan as Chief Executive Officer & Managing Director and Mr. N. Ganapathy Subramaniam as Chief Operating Officer & Executive Director was carried out in compliance with the provisions of the Act. File: AR_TCS_2021_2022.md Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. Integrated Annual Report 2021-22 Directors' Report | 105 We further report that during the audit period the following events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. The Company has completed buyback of 4,00,00,000 (four crores) fully paid-up equity shares of face value of `1 (Rupee One) each (""Equity Shares""), on a proportionate basis, through the Tender Offer route through the Stock Exchange mechanism as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, at a price of `4,500 (Rupees four thousand five hundred only) per Equity Share. To, The Members Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1."
+"Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc. 2. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 Place: Mumbai UDIN: F000327D000062686 Date: April 11, 2022 PR No.: 1129/2021 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 Place: Mumbai UDIN: F000327D000062686 Date: April 11, 2022 PR No.: 1129/2021 # Management # Overview of the Industry globally, with a market share of 2.3%, and has outperformed the market, growing significantly higher than market growth over the last decade. # Global Market for IT and BPM Services $ Bn |USD Billion|1600| |---|---| | |800| | |1.4x| | |1,110| | |795| | |400| | |200| | |100| | |50| | |10| | |25.7| | |10.2| | |2.5x| | |0| |TCS Revenue $ Bn| | |FY2012| | |FY2022| | This may be attributed to market share gains resulting from TCS' customer-centric strategy and organization structure, a very stable management team, focused investments in building superior capabilities, better execution resulting in greater customer satisfaction, and steadily expanding participation in customers' growth and transformation spends. The global IT services industry continues to be a highly fragmented one, with even the largest provider having a mid-single digit market share. TCS is among the largest IT services providers. 1 World Economic Outlook, IMF, April 2022 2 Nasscom Strategic Review Report 2022 # Integrated Annual Report 2021-22 # Management Discussion and Analysis 107 # TCS' Business # An Overview TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 54 years. It has a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, application services, digital transformation services, cloud services, engineering services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. The company leverages all these and its deep contextual knowledge of its customers' businesses to craft unique, high quality, high impact solutions designed to deliver differentiated business outcomes. These solutions are delivered using its Secure Borderless Workspaces™ (SBWS™) operating model which enables a highly distributed, Location Independent Agile™ delivery. TCS geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia-Pacific, India, and Middle-East and Africa. # Strategy for Sustainable Growth Customer-centricity is at the heart of TCS' strategy, organization structure and investment decisions. TCS' customer-centric worldview helps spot trends early, embrace business opportunities by making the right investments and mitigating risks while discharging its social and environmental responsibilities. At an aggregate level, this strategy has resulted in deep and enduring customer relationships, a vibrant and engaged workforce, industry-leading profitability, a steady expansion of the addressable market, and a proven track record in delivering longer term stakeholder value. # Enabling Investments TCS pioneered the use of the word 'digital' to describe the new family of technologies that emerged in the last decade. Quick to recognize the potential of cloud, the company made investments ahead of time in launching new platform-based business models as far back as in 2009, reskilling the workforce, research and innovation, building collaborative workspaces and innovation centers, intellectual property, and alliances and partnerships. Those early investments have given TCS a head start in participating in its customers' growth and transformation journeys."
+"Over the last 3 years, TCS has been investing in a network of Pace Ports, co-innovation hubs in all its major markets, to provide a physical space for these growth and transformation engagements which are higher value engagements catering to the needs of a broader set of stakeholders in Manufacturing, Life Sciences and Healthcare and Others. The last category includes Energy, Resources and Utilities, Public Services and others. TCS has been broadening and deepening customer relationships by continually looking for new opportunities and newer areas in their businesses to add value, proactively investing in building newer capabilities, reskilling its workforce and launching newer services, solutions, products and platforms to address those opportunities. As evidenced by the client metrics, this strategy is helping drive a steady increase in the scope and scale of services consumed year after year, and expand TCS' share of wallet. 4 Ref AR FY 2012, MD&A, Pages 25, 29 3 GRI 2-22 5 Ref AR FY 2010, Letter from CEO, Page 7 # TCS teams to engage with clients in ideation, rapid prototyping and agile development of innovative ideas These hubs also house researchers and members of TCS' extended innovation ecosystem of start-ups and academia. Adding to the Pace Ports in Tokyo, New York, Pittsburgh and Toronto, the company inaugurated the Pace Port at Amsterdam in May 2021, and a Digital Garage in Sydney in February 2022. TCS continued to invest in intellectual property, launching new variants within the ignio™ suite and building newer functionality and features in the TCS BaNCS™ suite, the Algo Retail suite, the TCS ADD suite, HOBS, TwinX, MasterCraft and Jile. Across each of the industry verticals, the relevant business units launched new service offerings and solutions, catering to the evolving needs of the market - such as the ESG Integration solution suite on all three hyperscaler platforms covering EU taxonomy, Sustainable IT, Green Mortgage, Carbon Bank and Cal-C (Carbon Calculator). The company launched Cyber Defense Suite - a comprehensive suite of modular, quickly adoptable cyber security services on a single platform - to provide enterprises with a unified 360-degree visibility and predictive intelligence to proactively defend and respond against evolving risks. # New Organization Structure TCS rolled out a new, industry-first organization structure at the end of FY 2022 that further enhances the company's customer centricity. The new model recognizes that customers' needs vary and evolve over time as they progress in their relationship journey with TCS, and enables the delivery of a curated experience best suited for each customer's current stage in that journey. It does this by adding a fourth dimension - i.e. customer relationship stage - to the existing three dimensions of TCS' organization structure: geography, industry vertical and service line. # Customer acquisition will continue to be done by local sales teams in the various markets. Existing customers in major markets will continue to be serviced by the same client partners, but the governance layer on top has been realigned. Instead of being governed as vertical-wise business groups, customers have now been segmented by relationship stage, and vested with three business groups: | | |Relationship Incubation Group|Enterprise Growth Group|Business Transformation Group| |---|---|---|---|---| |Manage new relationships which require a higher level of hand holding and a differentiated, high touch delivery;|Manage relationships which are in the high growth phase;|Manage large and mature relationships.| | | The company's primary reporting segments will continue to be industry verticals and geographic markets. Existing verticalized governance structures, the Industry Solution Units (ISUs) and sub-ISUs, will see their portfolios realigned and rationalized under these three business groups. Customers in emerging markets will continue to be serviced by local country-based organizations. Integrated Annual Report 2021-22 Management Discussion and Analysis | 109 The sharper customer focus enabled by the new structure and the resultant curated customer experiences are expected to enhance customer intimacy, facilitate cross-selling and up-selling, expand share of wallet and prepare the company for the journey ahead. # Strategic Responses to Opportunities and Threats |Opportunity / Threat|TCS Approach|Outcomes| |---|---|---| |Greater interest in using technology to drive business growth|- Focused on developing contextual knowledge and applying that for inside-out transformations. - Continued investments in research and innovation, TCS Pace Ports, and intellectual property. - Dedicated practice with domain experts to bring together TCS' differentiated capabilities from across the organization to stitch together comprehensive solutions. - Proactive pitching of solutions to customers' most pressing business problems. - New brand tagline 'Building on Belief' to strengthen positioning as a growth and transformation partner. |- Expansion of addressable market."
+"- Growing share of G&T business adding to growth. - Higher quality revenue, lending margin resilience. - More deeply embedded in the clients' business. - Engaging with a broader set of buyers in the client organization. - Higher visibility within C-Suites. | |Accelerated adoption of public cloud|- Launched dedicated business units with end to end capabilities on each of the hyperscaler platforms. - Continued investment by each of these units in skills, certifications, credentials, IP and accelerators. - Articulated the multi-horizon cloud transformation framework. - Made available TCS products and solutions on public clouds. |- Strong growth in cloud transformation revenues. - Top tier partner to each of the hyperscalers. - Preferred partner to clients seeking to use cloud native capabilities to power their growth and transformation. | Integrated Annual Report 2021-22 Management Discussion and Analysis | 110 # Opportunity / Threat # TCS Approach # Outcomes |Greater acceptance of as-a-Service platforms|- Strengthened alliances and launched new offerings around the popular and new SaaS products. - Helped ISV* clients upgrade their products to launch new SaaS versions. - Partnering with product manufacturers to help launch innovative as-a-Service offerings using TCS Bring Things to Life IoT framework. |- Stronger win-win partnerships. - Expansion of addressable market. - Strong growth in SaaS sales. - Platforms drive stickier relationships, with long term revenue visibility. | |---|---|---| |TCS IP:|- Launched SaaS versions of in-house product portfolio; made available on hyperscaler platforms. - Used IP portfolio to launch new platforms that bundle IP and shared services on the cloud. | | |Operations optimization to fund transformation|- Launched the Machine First™ Delivery Model, embedding automation deep within the enterprise to drive greater efficiencies. - Launched the TCS Cognix™ hyper-automation suite with pre-built solutions for business and IT operations transformation. |- Operations transformation order book of over $1Bn from Cognix since its launch. - Reputation as a partner who helps structure self-funding business transformation programs. | |Pandemic-forced remote working|- Launched the Secure Borderless Workspaces™ operating model. - Announced Vision 25x25, heralding a new hybrid working model for the longer term. - Implemented 'talent clouds', staffing projects using AI to match skills, regardless of location. |- Ensured business continuity on mission-critical activities. - Faster ramp-up of new projects. - More opportunities for employees, based on skills rather than their location. - More flexible working arrangement, that is more gender inclusive. | * Independent Software Vendor Integrated Annual Report 2021-22 Management Discussion and Analysis | 111 # Talent Management TCS aims to attract, develop, motivate and retain diverse talent, that is critical for its continued success. The company's talent management strategy seeks to maximize the potential of every employee by creating a purpose-driven, inclusive, stimulating, and rewarding work environment, delivering outstanding employee experience, while fueling business growth. In FY 2022, TCS made the highest ever net addition of 103,546 employees globally, taking the total employee base to 592,195, with 153 nationalities. The company crossed a key diversity milestone, with women in the workforce exceeding 200,000 during the year. Further, TCS was included in the 2022 Bloomberg Gender-Equality Index (GEI). # Employee Health and Wellbeing Putting employee safety and wellbeing as a paramount objective, TCS provided pandemic assistance and outreach through an enhanced hospitalization policy, home health care support and access to covid care centers set up at TCS facilities in 13 cities. TCS also introduced Emergency Medical Assistance, an interest free loan to support hospitalization needs during COVID-19. Over 260,000 wellbeing calls were made to over 48,000 associates and dependents, and nearly 100,000 teleconsultations were provided to ensure proactive medical and emotional support. The TCS Vaccination League benefited 1.2 million individuals and resulted in over 87% of employees in India getting fully vaccinated and 95% receiving at least one dose. # Industry-Leading Initiatives - SPEED Feedforward: A pioneering initiative that takes TCS' continuous feedback performance appraisal system to the next level by providing real time, objective performance data consolidated from various systems in employee's goal sheets. - ReBegin: An initiative for experienced women professionals to reinvent their career, received over 14,000 applications. # Talent Acquisition TCS' talent acquisition strategy is to identify, engage and hire the best talent with the right competencies required by the business at the right time to promote business growth. TCS CareersNext - TCS' interactive platform to enrich the lateral talent pipeline connected over 51,000 experienced professionals, enabling them to choose from a wide palette of career opportunities that matches their passion and skill set."
+"# Key Achievements: - TCS was one of the largest job creators in IT services in several major markets, for both freshers and lateral hires. - In the United States, TCS has hired nearly 32,000 employees over the last five years. - In India, over 789,000 students from over 4,200 institutes appeared for TCS' National Qualifier Tests from the safety of their homes. TCS was also among the biggest recruiters at top B-schools and national institutes. # Diversity, Equity and Inclusion TCS is an equal opportunity employer and has a well-defined and progressive Diversity, Equity and Inclusion (DEI) policy embracing all diversity parameters which includes gender, marital status, religion, race/caste, colour, age, ancestry, nationality, language, ethnic origin, socio-economic status, physical appearance, disability, sexual orientation, gender identity and/or expression and any other category protected by applicable law. # Key Initiatives - Highly successful internal referral program accounted for 30% of total joiners in FY 2022. - TCS CodeVita™ - Season 10 of TCS' flagship global coding contest saw 305K+ registrations across 85 countries. - HackQuest - Sixth edition of TCS' ethical hacking contest saw over 5800 active participants. - TCS Academic Interface Program - Engaged 196,474 students (20,687 outside India) from 1,618 institutes (554 outside India) through workshops and faculty development programs. 3,844 interns (414 outside India) on boarded in FY 2022. # Programs for Women - Allies of Diversity - A program where senior leadership from client organizations are invited to share diversity best practices. 24 chapters across 52 different client organizations engaging 58 senior leaders have been completed. - The Workplace Coach: A 75-hour internal coach certification program enabling individuals to become coaches. This supports individuals within the organization towards ACC certification. So far, 2 cohorts have been completed, bringing together 212 internal coaches. - iExcel: TCS' flagship executive leadership development program for women after which participants receive project-based mentorship from senior leaders and emerging leaders from different businesses, generations, and cultures. So far, TCS has had 20 editions of this program, benefiting 1,290 women leaders. - Education and Sensitization: TCS has mandatory online DEI training designed to help associates understand the key concepts of DEI and belonging, that 481,000 employees have completed. # Project Synthesis A large-scale initiative with a multiculturistic approach to teams, clients, and strategy, to help managers build a deeper understanding of inner diversity and engage with the collective community. 8,682 managers across 37 nationalities have undergone this program. # Talent Development TCS is focused on building and developing enduring capabilities for a future-ready workforce. Key initiatives include: - The Diversity Maturity Matrix: In-house diversity measurement tool aims at identifying gaps and assesses an organization's maturity in DEI provides insights on strategic planning and action to increase DEI maturity. - TCS Elevate: TCS' pioneering program linking learning to career growth and reward covered over 322,000 employees. Over 13,000 employees were identified as high talent and received increased compensation. # Purpose-driven Workforce Policies Contextual Masters (CMs): With a learning intensity 15% higher than average, CMs are groomed into potential G&T leaders. TCS now has over 50,000 CMs, up 169% over the year. The community has strong gender diversity, with 24% women. India Freshers Training: Over 100,000 trainees were onboarded during the year, the highest number ever. In addition to the Virtual Xplore foundational training program, fresher training was further intensified with 47 digital technology certifications, daily webinars, weekly online assessments, and gamified hackathons. Over 200 webinars and post-offer engagement sessions were conducted. # Key Metrics: - TCSers invested 121 hours of learning on average during the year. - 3.5 million digital competencies acquired; over 171,000 employees deep skilled. - Every hour, TCS clocked 8,400 course completions; 3,000 competencies acquired. - One hands-on learning exercise completed every 8 seconds. - Over 160,000 G&T-ready and 20,000 G&T leaders groomed across all the segments to take up G&T opportunities. # Talent Transformation TCS has multiple initiatives to help employees grow in their careers: - Xcelerate - Integrated platform to capture associates' aspirations and map them to future opportunities. Over 60% of TCSers have shared their aspirations. # Competitive Compensation TCS' business model depends on its ability to attract and retain talent in the highly competitive, global environment. # Other Policies of Interest TCS was one of the earliest globally to have a documented policy on vaccination and a guideline for quarantine leave."
+"Thirty new HR policies were created in the areas of health and safety, compensation and benefits, mobility, leave, performance management, working hours, and workplace conduct in response to statutory amendments, business environment, and changing workforce needs. Exciting Opportunities - Internal platform to publish niche and critical requirements to the leadership and high potential communities, thereby facilitating talent mobility. This embodies the company's philosophy of giving the first right of refusal for all leadership positions to internal candidates, thereby enabling better leadership development and building strong organizational loyalty. Mentoring - TCS is promoting a culture of mentoring and coaching through systemic intervention programs, with over 37,000 mentors including over 1,500 Gold and Silver certified mentors. Over 10,000 leaders are part of the 360° inclusive feedback process. Talent Review - TCS' program to create and sustain a healthy leadership pipeline. It enables leaders to share their career aspirations and preferences of mobility, followed by an assessment of their leadership attributes. # Key Achievements: - Purpose4life: Forum for volunteering for community projects in the areas of education, health and environment; over 22,000 volunteers contributed to 617,000 volunteering hours in community initiatives that supported over 353,000 beneficiaries. - Radio Maitree: a unique, interactive radio program to enhance employee connect saw participation by over 23,000 employees globally. - About 712,000 employee interactions enabled through focused interventions such as Living my Values, Build My Career and Lifelong Learning. - Leadership Townhalls cumulatively resulted in nearly 590,000 employee interactions with business leaders on TCS values and organizational belonging. - Over 22,000 1x1 mentoring sessions and over 15,000 1x1 HR career conversations. - TCS Cares: Program aimed at creating robust avenues to build an emotionally strong and mentally resilient workforce. - PULSE: TCS' annual employee engagement and satisfaction survey is the organization's formal listening forum. Our Annual Employee Satisfaction Survey recorded an enthusiastic participation from associates globally, with an ASI of 80.6 and AEI of 81.0 - the highest over the last 14 years. # Engagement with Purpose TCS' Engagement with Purpose model reimagines employee engagement with a focus on health and wellbeing, lifelong learning, career development, living TCS' values, social collaboration, and community service. A key engagement platform has been the virtual #OneTCS Channel which hosts educative and inspirational speakers to foster a sense of community. # Employee Retention TCS has always had the best retention rate in the industry. Its values-driven culture, progressive HR policies, and philosophy of investing in people and empowering them have made it an industry benchmark in talent retention practices. In FY 2022, IT services attrition was 17.4% on an LTM basis, the lowest among its peers. # FINANCIAL PERFORMANCE OVERVIEW The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2022. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the Company') are prepared in accordance with the Indian Accounting Standards (referred to as 'Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. # Overview of the consolidated financial results | |FY 2022|% of Revenue|% Growth|FY 2021 Adjusted*|% of Revenue|FY 2021 Reported|% of Revenue| |---|---|---|---|---|---|---|---| |Revenue from operations|191,754|100.0|16.8|164,177|100.0|164,177|100.0| |Earnings before interest, tax, depreciation and amortization (EBITDA) (before other income)|53,057|27.7|14.0*|46,546|28.4|45,328|27.6| |Profit Before Tax (PBT)|51,687|27.0|14.9*|44,978|27.4|43,760|26.7| |Profit after tax attributable to shareholders of the company|38,327|20.0|14.8*|33,388|20.3|32,430|19.8| |Earnings per share (in `)|103.62| |16.1*|89.27| |86.71| | * Excludes provision towards legal claim # Analysis of revenue growth On a reported basis, TCS' revenue grew 16.8% in FY 2022, compared to 4.6% in the prior year, due to accelerated spending on digital transformation initiatives, cloud adoption and increased outsourcing. # Average currency exchange rates |Currency|Weightage (%)|FY 2022|FY 2021|% Change YoY| |---|---|---|---|---| |USD|53.0|74.61|74.06|0.7| |GBP|13.6|101.50|97.32|4.3| |EUR|11.8|86.36|86.69|(0.4)| Movements in currency exchange rates through the year resulted in a positive impact of 1.4% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was 15.4%."
+"# Growth attributable to | |FY 2022 (%)|FY 2021 (%)| |---|---|---| |Business growth|15.4|(0.8)| |Impact of exchange rate|1.4|5.4| |Total Growth|16.8|4.6| # Segmental Performance The revenue break-up by Industry Vertical and Geography is provided below: # Revenue by Industry Vertical |Life Sciences and Healthcare|10.7%| |---|---| |Banking, Financial Services and Insurance|39.2%| |Manufacturing|9.7%| |Communication, Media and Technology|16.6%| |Retail and Consumer Business|16.0%| |Others|7.8%| # Revenue by Geography |India|5.1%| |---|---| |Americas|52.2%| |Europe|31.9%| |Others|10.8%| # Segment Revenues, Year on Year Growth A brief commentary and segment margins are provided below: |Industry Vertical|Segment Revenue|YoY Revenue Growth|Key Spending Areas|Segment Margin| |---|---|---|---|---| |Banking, Financial Services and Insurance|75,126 crore (65,634)|14.5%|- Customer journey transformation, ecosystem strategies for new products and services, fintech adoption. - Sustainability and climate change initiatives. File: AR_TCS_2021_2022.md - Regulatory: New credit risk and operational risk mandates, controls management, consent order management and strategic framework for risk and finance management. - Technology: Cloud adoption, cyber security, IT estate rationalization, core platform simplification, agile and DevOps adoption. |26.9% (28.5)| |Communication, Media and Technology|31,874 crore (27,077)|17.7%|- 5G and fiber rollout, network virtualization. - Data and analytics, cloud enablement, product and platform engineering. - M&A, divestitures, business simplification. - Operating model resilience, cost optimization. |29.9% (29.6)| Integrated Annual Report 2021-22 Management Discussion and Analysis | 118 # Industry Vertical |Segment Revenue|YoY Revenue Growth|Key Spending Areas|Segment Margin| | |---|---|---|---|---| |Retail and Consumer Business|30,715 crore (25,589)|20.0%|* Seamless and Unified Customer experience across channels, hyper personalization, last-mile delivery, marketplace, payments. * Supply chain transformation for speed and visibility. * Employee experience, automation, application and data modernization, cloud migration, cost optimization.|27.8% (27.9)| |Manufacturing|18,610 crore (15,950)|16.7%|* IT infrastructure modernization, cloud enablement, cybersecurity. * Plant safety, remote asset management, energy efficiency and decarbonization. * Supply chain resilience, process resilience. * Utilities invested in connected ecosystems, smart grids and front-end digital investments to enhance customer experience.|30.1% (28.1)| |Life Sciences and Healthcare|20,462 crore (16,968)|20.6%|* COVID-19 initiatives, connected labs, clinical trials, connected instruments, digital surgery and health.|30.0% (31.0)| |Others|14,967 crore (12,959)|15.5%|* Digital marketing and analytics, mergers, acquisitions and divestitures, digital workplace transformation, ERP modernization, cloud transformation, intelligent automation, data democratization, analytics and insights, cyber security. * IT operating model transformation, Agile & DevOps, vendor consolidation.|20.6% (22.9)| Integrated Annual Report 2021-22 Management Discussion and Analysis | 119 # Business Outlook # Sustainability: New products and services Global growth is expected to moderate from 6.1% in 2021 to 3.6 percent in 20227, driven by withdrawal of monetary accommodation in major economies, continued supply side shortages and economic damage from the war in Ukraine. While enterprise spending on technology is expected to go up, growth is expected to moderate year on year at an industry level, leaving space for outperformance through market share gains and strong deal wins. Key themes expected to drive client spending, and continued business momentum for the company in FY 2023, include: # G&T Themes: # Customer Experience: Continued focus on strengthening and deepening customer relationships through digital channels, reimagination of omnichannel journeys, immersive device-agnostic experiences using XR / Metaverse, and hyper-personalization. # Product Innovation: Accelerated spending on servitization to provide a connected experience and enable new business models. # Others: Employee experience; B2B2C / D2C; M&A; supply chain modernization for better visibility, agility and resilience; purpose-driven, collaborative ecosystems to launch new offerings and new business models; smart manufacturing with greater automation, digital twins and predictive maintenance; industry transformation. # Enterprise Risk Management While the world and businesses are recovering from the impact of the COVID-19 pandemic of the last two years, new external and internal risks continue to challenge businesses in every possible way amplifying existing risks. Not only are the nature of risks evolving, but the speed of risk is increasing with faster time to impact. Geo-political situations like the Russia Ukraine war have further forced global businesses to revisit their operations, delivery, supply chains and contractual aspects. Operating in an uncertain and ever-changing environment, TCS' global operations bring in considerable complexities and TCS' robust enterprise risk management framework aids in ensuring the strategic objectives are achieved. This framework enables risk identification, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. Key Risk Indicators are used to identify and assess risks. The digital platform for integrated risk management provides an enterprise-wide view of risks covering strategic, operational, compliance, financial and catastrophic risks, providing a holistic approach towards informed decision making. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the business units, the geographies, the functions, the customer relationships and projects."
+"7 World Economic Outlook, IMF, April 2022 Integrated Annual Report 2021-22 Management Discussion and Analysis | 120 # Key Risks, Anticipated Impact on the Company and Mitigation Strategies |Key Risks|Impact on the Company| |---|---| |Volatile global political and economic scenario|The company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. Geo-political disruptions such as the war in Ukraine and resultant volatility in the global economy, or trade wars may adversely affect that outlook resulting in reduced spending which could restrict revenue growth opportunities. This could also result in steep inflation globally which could impact client spending as well as increase TCS' cost of doing business.| # Mitigation - Broad-based business mix, well diversified across geographies and industry verticals. - Monitor changing geopolitical scenarios, the potential business implications and strengthen internal controls to further safeguard against secondary risks. - Offerings and value propositions targeting all stakeholders (in addition to the CIO) in the customer organization, covering discretionary as well as non-discretionary spends, and relevant at every point in the business cycle. - Participate in the customer's growth and transformation initiatives through services and offerings including advisory services, migration and modernization of applications and workplace transformation using location independent agile, deep contextual knowledge and data-driven analytics and dashboards. Additionally, there could be higher risk to service delivery, business continuity, cybersecurity, sanctions compliance and human rights risks in geo-politically sensitive zones. - Proactively investing in infrastructure and resourcing to satisfy anticipated customer demand for flexible products and platforms based solution offerings and subscription-based services to gain market share and new clients and markets. - More long-term contracting models. - Leverage business ecosystem through collaboration with partners, start-ups and alliances to participate in transformation initiatives of customers. Integrated Annual Report 2021-22 Management Discussion and Analysis | 121 # Key Risks # Impact on the Company While presently the severity of the disease due to COVID-19 has reduced because of increased vaccination, as immunity may wane over a period of time, there is a risk of further waves and emergence of highly transmissible and more virulent variants. This may have an impact on the health and safety, emotional wellbeing and mobility of TCS' workforce, which in turn may impact service delivery and revenues. If large numbers of employees are affected, it could result in business disruption and necessitate higher spends for ensuring business resiliency. There could be hesitation to come back to office in the near future from employees who have been working remotely from their hometowns. # Mitigation - Encourage new employees to get vaccinated as per the country level internal vaccination policies, government guidelines and including facilitating booster doses as available. - Employee well-being initiatives like 24*7 dedicated helpline for employees to address COVID-19 related help, queries for emotional support, interactive sessions, counseling services (TCS Cares), medical hotline to doctors, fitness sessions for employees and Covid Care Centres in TCS premises. - Enable employees to return to office while providing flexibility through the hybrid work model using Secure Borderless WorkSpaces (SBWSTM) for remote working, while following safe protocols like masks and social distancing in offices. - Leverage emerging technology based tools to anticipate and be resilient for any upcoming COVID-19 waves / variants. - The COVID-19 Apex committee at Enterprise level continues to monitor the residual risks and coordinate global efforts required, based on frequent risk assessments. - Regular communication with customers about measures taken to maintain business services and reporting of their operations status. - Regular coordination with key suppliers for expeditious provisioning of assets critical for business services. # Key Risks # Impact on the Company * SOP for operating TCS Offices including implementing Safe Operating Zones for associates requiring to work from office, thermal screening, frequent sanitization of premises, social distancing layout etc. AI-based Workplace resilience tool implemented in Delivery Centres to aid in risk profiling and contact tracing. * Revised Business Continuity plans which are benchmarked against ISO 22301 in place, for hybrid mode of working and to address any future waves of the pandemic. * Remote working practices for managers and employees integrated into the Location Independent Agile delivery method, to ensure effectiveness and productivity. * Monitor changes in regulations related to the impact due to pandemic and align internal policies accordingly."
+"# Talent risk due to huge demand for talent globally and attrition # Impact on the Company * Commitment to organic talent development, best in class learning and development, linkage of career growth to learning, and preference to internal talent for new leadership positions, all incentivize planning of longer-term careers in TCS. * Focused tactical initiatives to retain talent using proactive as well as reactive initiatives; increased employee engagement. * Leveraging top employer brand and social networking sites and talent sourcing channels to tap into the passive pool. * Reducing talent acquisition cycle time to improve joining rates through innovative practices. * Upskill or cross-skill employees to improve competencies. * Engaging in various markets through investments in STEM/GoIT programs, building local talent, building reputation locally to attract talent, campus engagements, etc. Integrated Annual Report 2021-22 Management Discussion and Analysis | 123 # Key Risks # Impact on the Company # Restrictions on global mobility, location strategies Distributed software development models require the free movement of people across countries and any restrictions in key markets pose a threat to the global mobility of skilled professionals. Restrictions on mobility due to the pandemic or geo-political developments, or due to legislations which limit the availability of work visas or which apply onerous eligibility criteria or costs leading to project delays and increased expenses. # Mitigation - Ongoing monitoring of the global environment, working with advisors, partners and governments. - Material reduction in dependency on work visas through increased hiring of local talent including freshers, use of contractors, local mobility and training in all major markets. - Leveraging the SBWSTM model to source talent from anywhere and deliver from anywhere. Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location. - Active engagement in Science, Technology, Engineering and Math (STEM) initiatives designed to structurally increase the availability of engineering talent in major markets. - Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation. - Increased outreach to government stakeholders, trade bodies, think tanks and research institutes. # Business model challenges Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. # Mitigation - Investments in building scale and differentiated capabilities on emerging technologies through large scale reskilling, external hiring, research and innovation, solution development and IP asset creation leveraging deep contextual knowledge across customer specific domain, technologies and processes. - Establishment of focused business service units providing end-to-end transformational and operational solutions on leading cloud technology platforms spanning advisory, migration and modernization and support of applications. # Key Risks |Impact on the Company|Mitigation| |---|---| |The COVID-19 pandemic has resulted in a major acceleration of technology investments by customers to make themselves future-proof and also to power the revival of their business. This is resulting in increased demands on the company's agility to keep pace with the rapidly changing customer expectations. Failure to cope may result in loss of market share and impact business growth. There is also increased focus on vendor consolidation and corporate restructuring and mergers and acquisitions in some customer industries.|* Staying relevant to customers by constantly launching new service practices and technology solutions including a new AI-Powered business command solution to help firms assess risk profiles and protect employees returning to offices and modernizing existing offerings and solutions. * Develop capabilities in organization divestiture and integration planning to cater to Merger and Acquisition induced demand for advisory and business consolidation related services. * Thought leadership by propagating the Business 4.0 framework leveraging the Machine First Delivery Model (MFDMTM). Develop industry-specific best practices and Artificial Intelligence led products to enable customers derive greater business value and discover opportunities to transform and grow their businesses. * Implement Location Independent Agile methods to mitigate location constraints and pricing and margin pressures. * Constant scouring of the technology landscape through alliance partnerships, and strong connections in academia and the start-up ecosystem to spot new trends and technologies and launch offerings around them. * Enhancing ability to craft and win large deals. * Go to market solutions by working along with partners and alliances, to enable faster transformation turnaround times for clients.| |Currency volatility|Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee."
+"Appreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and also result in collection losses.| | |* TCS follows a currency hedging policy that is aligned with market best practices, to limit impact of exchange volatility on receivables, forecasted revenue and other current assets and liabilities. * Hedging strategies are decided and monitored periodically by the Risk Management Committee of the Board convened on a regular basis.| # Key Risks # Impact on the Company The focus on data privacy and protection of personal data has increased significantly over the last few years. Legislations like GDPR in Europe carry severe consequences for non-compliance or breach. Many other countries have enacted or are enacting their Data Privacy regulations to ensure protection of personal data. Violation of data protection laws or security breaches can result in substantive liabilities, fines or penalties and reputational impact. # Mitigation - Global privacy policy covering all geographies and areas of operations, which sets out the privacy principles and guidance for deployment. - Organization structure with the Global Privacy Office to strategise, monitor and guide deployment of data privacy framework across the enterprise. Data Protection Officers and other privacy officers have been appointed for TCS entities as required by local privacy regulations to monitor and drive implementation of data protection principles. - Business Privacy Leaders are appointed to deploy compliance to the data privacy framework in all functions and business units. - Privacy Information Management Systems (ISO 27701:2019) adopted and certified. - Continuous monitoring and analysis of changes to regulatory and legal landscape and enhancing the data privacy framework. - Embedding privacy by design and privacy by default principles in development of new or changed internal processes or services or products. Robust and continued governance of personal data processing. - Data protection controls and robust risk response mechanisms in place to protect personal data in the TCS ecosystem and also in the customer engagements. - Industry standard data masking and encryption technologies to protect personal data. - Vendors and third parties contracted with privacy obligations and tracked for compliance based on risk assessment. - Mandatory trainings and workshops on data protection, Privacy by Design and global privacy regulations. Continuous awareness campaigns through blog posts, email broadcasts, gamification, roadshows and online events. - Implementing and maintaining data transfer agreements, where required for the transfer of data across jurisdictions. - Periodic reviews and audits by independent audit firm to verify compliance to obligations in addition to internal audits across the ecosystem. Integrated Annual Report 2021-22 Management Discussion and Analysis | 126 # Key Risks # Impact on the Company Risks of cyber-attacks are forever a threat on account of the fast-evolving nature of the threat. There is also an increased risk due to various pandemic themed cyber threats and attacks due to geo-political drivers. In addition to impact on business operations, a security breach could result in reputational damage, penalties and legal and financial liabilities. # Market Opportunity: Enterprises are increasing their investments in building cyber resilience to be able to detect and foil intrusion attempts, and limit the impact. This presents an opportunity to expand customer relationships and become the preferred cyber security partner. # Mitigation - Advanced tools based on AI/ML aiding prevention and detection requirements with quarantine capabilities, including Perimeter security controls with advanced tools, enhanced internal vulnerability detection, data leak prevention tools, defined and tested incident management and recovery process in compliance with industry best practices. - Continued reinforcement of stringent security policies and procedures including enhanced security measures and awareness building to combat pandemic-themed threats like phishing, soliciting for fraudulent causes or charities, suspicious pleas and communication through social media, text or calls. - Close collaboration with Computer Emergency Response Team (CERT) and other private Cyber Intelligence agencies, and enhanced awareness of emerging cyber threats. - Enterprise-wide training and awareness programs on Information Security including the extensively used enterprise-wide communication and collaboration platforms accessed through mobile or desktop channels. - Strict access controls including non-persistent passwords (OTP) for secure access to enterprise applications/network. Special handling of privileged administrator accounts. Rigorous access management on all Cloud deployments. - Encryption of data, data back-up and recovery mechanisms for ensuring business continuity. - Ability to isolate TCS enterprise network from client network and defined escalation mechanisms to handle security incidents in client environment."
+"Integrated Annual Report 2021-22 Management Discussion and Analysis | 127 # Key Risks # Impact on the Company - Periodic rigorous testing to validate effectiveness of controls through Vulnerability Assessment and Penetration Testing. - Internal and external audits, red teaming, breach and attack simulation. # Market opportunity - Investments in building local threat management centers across the world, and the launch of new services and solutions including the Cyber Defense Suite, are helping TCS gain traction in this rapidly growing opportunity. # Non-compliance As a global organization, the company has to comply with a complex regulatory landscape across multiple jurisdictions, covering areas such as Employment and Labour, Immigration, Taxation, Foreign Exchange and Export Control, Sanctions, Environment, Health and Safety, Anti-Bribery and Anti-Corruption, Data Privacy and so on. The laws and regulations are continuously evolving, increasing in number and complexity. This has resulted in greater compliance risk and cost of compliance for the company. The fast pace of changes in the regulatory environment requires quick understanding of their implications and adaptation in business operations. Failure to comply could result in penalties, reputational damage and criminal prosecution. # Mitigation - Deployment of a comprehensive global compliance management framework that enables tracking of changes to applicable laws and regulations across various jurisdictions, including new countries of operations and functional areas. - Operationalizing regulatory requirements through business policies and processes. - Clear accountability for compliance obligations and digitized tracking of such activities with evidence and verification. - Periodic regulatory compliance certification, which is fully digitized enables self-governance and covers compliance across all the locations of the company. - Adequate and effective internal controls to comply with regulations and to keep a check on unlawful and fraudulent activities and internal audits to provide assurance. - Strong focus on fostering ethical and compliance culture; Awareness through web-based compliance training courses for all staff and regular notifications/alerts on regulatory changes communicated to stakeholders. - Strong governance at board, executive and management level through compliance committees and compliance working groups. Integrated Annual Report 2021-22 Management Discussion and Analysis | 128 # Key Risks # Impact on the Company Intellectual Property (IP) infringement and leakage Risk of infringement of third-party IPs by TCS may lead to potential liabilities, increased litigation and impact reputation. Inadequate protection of TCS' IP may lead to loss of IP leading to potential loss of ownership rights, revenue and value. # Mitigation - TCS has established an industry leading IP management framework (IP 4.0) and accordingly has institutionalized frameworks, processes and procedures that address the risk of infringement of third-party IP while ensuring safeguarding of TCS' own IP assets. This strong focus on IP-led growth driven based on the 3P (Patents, Products and Platforms) strategy is contributing significantly towards thinning the competition for TCS. - TCS has established a centralized IP and Software Product Engineering group that strives to build an IP thinking culture and hence covering the IP related awareness aspects effectively. - There is a well-defined (software) asset lifecycle governance framework that incorporates policy guidance and risk mitigation guidelines on IP, Legal, software product engineering and business-related risks. - IP Governance program that ensures that there is right access and right use of TCS IP, customer IP, partner IP, and third-party IP in service and partner engagements. - Other key controls include employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Digitized system to enable strict controls around movement of people and information across TCS' product teams and customer account teams. - Technology inventions are celebrated in TCS by running special programs such as ""Invent & Inspire"" wherein top inventors and their invention stories are recognized for their success and impact on business. # Key Risks # Impact on the Company # Litigation risks Given the scale and geographic spread of the company's operations, litigation risks can arise from commercial disputes, perceived violation of intellectual property rights and employment related matters. TCS' rising profile and scale also makes it a target to litigations without any legal merit. This risk is inherent to doing business across the various countries and commensurate with risk faced by other players similarly placed in the industry. In addition to incurring legal costs and distracting management, litigations garner negative media attention and pose reputation risk. Adverse rulings can result in substantive damages. # Mitigation - Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and protection of intellectual property."
+"- Improved governance and controls over immigration process / increasing localization and sensitization of business managers. - Potential disputes are promptly brought to the attention of management and dealt with appropriately. - Team of in-house counsels in all major geographies and a network of reputed global law firms in countries it operates in. - Robust mechanism to track and respond to notices as well as defend the company's position in all claims and litigation. # Sustainability Risks # - Climate change and Environmental aspects Growing scientific evidence indicates that extreme weather conditions like intense winter storms, rainfall, cyclones, droughts, are attributable to climate change. As a result of changing weather and seasonal patterns, there are also increasing cases of seasonal diseases, epidemics and pandemics besides threat to human safety and business disruption. With globally distributed operations, the company faces physical risks to life and property due to extreme weather events; transition risks resulting from disruptions in the market and emerging regulations; disruptions to operations due to water scarcity; risks of. # Mitigation - An environmentally sustainable approach is adopted by creating green policies, processes, frameworks and infrastructure. All TCS Centers globally continue to be certified under the ISO14001:2015 Environment Management Standard. - Delivery centers designed to withstand extreme weather events. Business Continuity plans tested periodically to ensure effectiveness. - Green buildings, efficient operations, green IT, the use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles. - Operational and engineering controls to minimize freshwater consumption, upgradation of water infrastructure and more water efficient systems. - Water management through sewage treatment, recycling of treated water and rainwater harvesting. 9 GRI 201-2 Integrated Annual Report 2021-22 Management Discussion and Analysis | 130 # Key Risks # Impact on the Company Inadvertent non-compliance to emerging regulatory requirements around circular economy, e-waste and solid waste regulations, impacting health and safety in local communities, business disruption and reputational damage. # Mitigation - Supply Chain sustainability through responsible sourcing. - Year-round associate engagement on environmental awareness and sensitizing them towards nature and conservation of resources. - Initiatives like TCS Circle4Llife™ and sustainathons to come up with technology-led innovations to safeguard environment. # Market dimension and opportunity: There is also a commercial opportunity to participate in customers' climate change mitigation journey by leveraging TCS' core competencies. As TCS moves towards its net-zero goal by 2030, being a socially responsible and purposeful organization brings opportunities to attract young talent. # Market dimension and opportunity: As enterprises look to reduce their own carbon footprint and cater to the growing demand for more environmentally friendly products and services, it opens up new business opportunities for TCS to provide technology-led solutions to help them realize their green plans. File: AR_TCS_2021_2022.md Key solution areas include designing sustainability strategy, sustainability innovation, sustainable consumer analytics and sustainable dashboards. Additionally, TCS products and solutions such as TCS Clever Energy™, Envirozone™, ESG integration Solution, help customers accelerate their sustainability journeys. Integrated Annual Report 2021-22 Management Discussion and Analysis | 131 # Internal Financial Control Systems and their Adequacy TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on the lines of the globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices."
+"TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. TCS management assessed the effectiveness of the company's internal control over financial reporting (as defined in Regulation 17 of SEBI LODR Regulations 2015) as of March 31, 2022. B S R & Co. LLP, the statutory auditors of TCS have audited the financial statements included in this annual report and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143 of Companies Act 2013). TCS has appointed Ernst & Young LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with section 177 of Companies Act 2013 and Regulation 18 of SEBI LODR Regulations 2015, TCS' audit committee has concluded that, as of March 31, 2022, the company's internal financial controls were adequate and operating effectively. Integrated Annual Report 2021-22 Management Discussion and Analysis | 132 # Performance Trend - 10 years |Amounts in ` Crore|Ind AS|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014|FY 2013| |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Revenue from operations| | | | | | | | | | | | | | | | | | | | | | | | | |Total revenue from operations|191,754|164,177|164,177|156,949|146,463|123,104|117,966|108,646|94,648|94,648|81,809|62,989| | |Revenue by geographic segments| | | | | | | | | | | | | | | | | | | | | | | | | |Americas|100,072|84,278|84,278|82,000|77,562|66,145|66,091|60,011|51,053|51,053|45,259|35,247| | |Europe|61,142|52,346|52,346|48,037|43,456|34,155|30,038|29,092|26,730|26,730|23,433|16,813| | |India|9,805|8,449|8,449|8,964|8,393|7,921|7,415|6,729|6,108|6,108|5,488|4,890| | |Others|20,735|19,104|19,104|17,948|17,052|14,883|14,422|12,814|10,757|10,757|7,629|6,039| | |Cost| | | | | | | | | | | | | | | | | | | | | | | | | |Employee cost|107,554|91,814|91,814|85,952|78,246|66,396|61,621|55,348|48,296|50,924|40,486|31,922| | |Other operating cost|31,143|25,817|27,035|28,888|28,711|24,192|24,034|22,621|19,242|19,242|16,170|13,027| | |Total cost (excluding interest & depreciation)|138,697|117,631|118,849|114,840|106,957|90,588|85,655|77,969|67,538|70,166|56,656|44,949| | |Profitability| | | | | | | | | | | | | | | | | | | | | | | | | |EBITDA (before other income)|53,057|46,546|45,328|42,109|39,506|32,516|32,311|30,677|27,110|24,482|25,153|18,040| | |Profit before tax|51,687|44,978|43,760|42,248|41,563|34,092|34,513|31,840|28,437|25,809|25,402|18,090| | |Profit after tax attributable to shareholders of the Company|38,327|33,388|32,430|32,340|31,472|25,826|26,289|24,270|21,912|19,852|19,164|13,917| | |Financial Position| | | | | | | | | | | | | | | | | | | | | | | | | |Equity share capital|366|370|370|375|375|191|197|197|196|196|196|196| | |Reserves and surplus|88,773|87,014|86,063|83,751|89,071|84,937|86,017|70,875|52,499|50,439|48,999|38,350| | |Gross block of property, plant and equipment|30,300|28,658|28,658|26,444|24,522|22,720|20,891|19,308|16,624|16,624|13,162|10,996| | |Total investments|30,485|29,373|29,373|26,356|29,330|36,008|41,980|22,822|1,662|1,662|3,434|1,897| | |Net current assets|65,959|66,076|65,125|63,177|70,047|63,396|65,804|47,644|30,726|28,495|27,227|19,734| | |Earnings per share in `| | | | | | | | | | | | | | | | | | | | | | | | | |EPS - as reported|103.62|89.27|86.71|86.19|83.05|134.19|133.41|123.18|111.87|101.35|97.67|70.99| | |EPS - adjusted for Bonus Issue|103.62|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50| | |Headcount (number)| | | | | | | | | | | | | | | | | | | | | | | | | |Headcount (including subsidiaries) as on March 31st|592,195|488,649|488,649|448,464|424,285|394,998|387,223|353,843|319,656|319,656|300,464|276,196| | Note: The Company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. # Excluding the impact of one-time employee reward. Integrated Annual Report 2021-22 Management Discussion and Analysis | 133 # Overview of Funds Invested Funds invested exclude earmarked balances with banks and equity shares measured at fair value through other comprehensive income. (` crore) | |FY 2022|FY 2021|FY 2022|FY 2021|FY 2022|FY 2021| |---|---|---|---|---|---|---| |Current| | |Non-current| |Total funds invested| | |Investments in mutual funds, Government securities and others|30,262|29,160|187|175|30,449|29,335| |Deposits with banks|15,784|3,848|1,232|719|17,016|4,567| |Inter-corporate deposits|6,074|11,229|303|27|6,377|11,256| |Cash and bank balances|2,211|5,272|-|-|2,211|5,272| |Total|54,331|49,509|1,722|921|56,053|50,430| Total invested funds include `1,722 crore and `1,306 crore for FY 2022 and FY 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes."
+"Integrated Annual Report 2021-22 Management Discussion and Analysis | 134 # Ratio Analysis - 10 years # Ratio Analysis |Unit|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014|FY 2013| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance| | | | | | | | | | | | | |Employee Cost / Total Revenue|56.1|55.9|55.9|54.8|53.4|53.9|52.2|50.9|51.0|53.8|49.5|50.7| |Other Operating Cost / Total Revenue|16.2|15.7|16.5|18.4|19.6|19.7|20.4|20.9|20.4|20.3|19.8|20.7| |Total cost (excluding interest & depreciation) / Total Revenue|72.3|71.6|72.4|73.2|73.0|73.6|72.6|71.8|71.4|74.1|69.3|71.4| |EBITDA (Before Other Income) / Total Revenue|27.7|28.4|27.6|26.8|27.0|26.4|27.4|28.2|28.6|25.9|30.7|28.6| |Profit Before Tax / Total Revenue|27.0|27.4|26.7|26.9|28.4|27.7|29.3|29.3|30.0|27.3|31.1|28.7| |Tax / Total Revenue|6.9|7.0|6.8|6.2|6.8|6.7|6.9|6.9|7.2|6.6|7.4|6.4| |Effective Tax Rate - Tax / PBT|25.6|25.5|25.6|23.2|24.1|24.1|23.6|23.6|23.5|23.7|23.9|22.2| |Profit After Tax / Total Revenue|20.0|20.3|19.8|20.6|21.5|21.0|22.3|22.3|23.2|21.0|23.4|22.1| |Ratios - Growth| | | | | | | | | | | | | |Total Revenue|16.8|4.6|4.6|7.2|19.0|4.4|8.6|14.8|15.7|15.7|29.9|28.8| |EBITDA (Before Other Income)|14.0|10.5|7.6|6.6|21.5|0.6|5.3|25.3|7.8|(2.7)|39.4|25.0| |Profit After Tax|14.8|3.2|0.3|2.8|21.9|(1.8)|8.3|22.3|14.3|3.6|37.7|33.6| |Ratios - Balance Sheet| | | | | | | | | | | | | |Debt (excluding lease liabilities) - Equity Ratio|Times|-|-|-|-|-|0.0|0.0|0.0|0.0|0.0|0.0| |Current Ratio|2.6|3.0|2.9|3.3|4.2|4.6|5.5|4.1|3.9|2.4|2.7|2.7| |Days Sales Outstanding (DSO) in ` terms|65|67|67|71|68|74|70|81|79|79|81|82| |Days Sales Outstanding (DSO) in $ terms|64|68|68|67|69|74|73|80|78|78|82|82| Note: The Company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. #Excluding the impact of one-time employee reward. Integrated Annual Report 2021-22 Management Discussion and Analysis | 135 # Ratio Analysis |Unit|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014|FY 2013| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Invested Funds / Capital Employed|57.4|52.6|53.1|47.7|55.2|55.6|55.8|45.8|42.3|43.9|44.0|37.2| |Capital Expenditure / Total Revenue|1.5|1.9|1.9|2.0|1.5|1.5|1.7|1.8|3.1|3.1|3.8|4.2| |Operating Cash Flows / Total Revenue|20.8|23.6|23.6|20.6|19.5|20.4|21.4|17.6|20.5|20.5|18.0|18.4| |Free Cash Flow / Operating Cash Flow Ratio|92.6|91.9|91.9|90.5|92.5|92.8|92.3|89.7|84.8|84.8|78.9|77.3| |Depreciation of Property, Plant and Equipment (PPE) / Average Gross Block of PPE|9.1|8.7|8.7|8.6|8.5|9.1|9.5|10.0|11.7|11.7|10.6|10.2| |EPS - adjusted for Bonus|103.62|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84|35.50| |Price Earning Ratio, end of year|36.1|35.6|36.6|21.2|24.1|21.2|18.2|20.4|22.8|25.1|21.8|22.1| |Dividend Per Share|43.00|38.00|38.00|73.00|30.00|50.00|47.00|43.50|79.00|79.00|32.00|22.00| |Dividend Per Share - adjusted for Bonus|43.00|38.00|38.00|73.00|30.00|25.00|23.50|21.75|39.50|39.50|16.00|11.00| |Market Capitalisation / Total Revenue|7.1|7.2|7.2|4.4|5.1|4.4|4.1|4.6|5.3|5.3|5.1|4.9| Note: The Company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. #Excluding the impact of one-time employee reward. # Corporate Governance Report # I. Company's Philosophy on Corporate Governance In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors that suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (""the Act""). Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company has in place an Information Security Policy that ensures proper utilization of IT resources. The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. The Company follows the Tata Group philosophy of building sustainable businesses that are rooted in the community and demonstrate care for the environment. Being a part of the Tata Group, which epitomizes sustainability, TCS has inherited a strong legacy of fair and transparent ethical governance, as embodied in the Tata Code of Conduct (TCoC). The details of TCS' board structure and the various committees that constitute the governance structure1 of the organization are covered in detail in this report. 1 GRI 2-9 # The various material aspects of corporate governance and TCS' approach to them are discussed in the table below: |Material Topic|TCS' Approach| |---|---| |Board effectiveness, independence and protection of minority shareholders' interests|Board effectiveness is enhanced by setting a high bar in selecting the right mix of individuals to serve on the Board, with the right qualifications, expertise and experience, who can collectively serve the best interests of all stakeholders, maintain board and management accountability and drive corporate ethics, values and sustainability. Profiles of Board members are available at https://www.tcs.com/ir-corporate-governance. For greater diversity of opinions and perspectives within the Board, the Nomination and Remuneration Committee has fostered diversity in terms of backgrounds, areas of expertise and: - Gender: 2 of the 9 (22.2 percent) members are women. - Nationality: 3 nationalities represented - Indian, American and Danish. - Industry: Technology, Banking, Energy, Transportation and Academia. TCS strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments."
+"The Company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances to the Company Secretary's office through a well-publicized channel, where complaints are tracked to closure. The Stakeholders' Relationship Committee oversees the redressal of these complaints. TCS' policy on Appointment of Directors and Board Diversity can be found at https://on.tcs.com/appointment-BoD. Board independence is ensured by having an independent majority, with 5 independent directors out of 9 i.e., 55.6 percent. None of the independent directors is related to each other, or to the non-independent directors. Average tenure of independent directors is 5 years.| 2 GRI 2-10 Integrated Annual Report 2021-22 Corporate Governance Report | 138 # Integrated Annual Report 2021-22 # Corporate Governance Report |Material Topic|TCS' Approach|Material Topic|TCS' Approach| |---|---|---|---| |Avoidance of conflict of interest|Chairmanship of the Board is a non-executive position, and separate from that of the Chief Executive Officer and Managing Director (CEO and MD). TCoC for non-executive directors, and for independent directors, carries explicit clauses covering avoidance of conflict of interest. Likewise, it explicitly prohibits any employee - including the Managing Director and executive directors - from accepting any position of responsibility, with or without remuneration, with any other organization without TCS' prior written approval. For executive directors and the Managing Director, such approval must be obtained from the Board.|Customers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts.| | |Values, Ethics and compliance|Over the last five decades, TCS has consistently demonstrated very principled conduct and has earned its reputation for trust and integrity while building a highly successful global business. The Company's core values are: Leading Change, Integrity, Respect for the Individual, Excellence, and Learning and Sharing. The TCoC serves as a moral guide and a governing framework for responsible corporate citizenship. It sets out guidelines on various topics including respect for human rights, prohibition of bribery and corruption, recognition of employees' freedom of association, and avoidance of conflicts of interest.|Employees can raise ethics concerns on Ultimatix - the intranet portal of the Company, which are investigated and tracked to closure by the HR department. Employees and other stakeholders can also report any non-compliance to the TCoC or to the laws of the land by senior executives directly to the Chairman of the Audit Committee under the Whistle blower Policy without fear of retaliation. Information about these channels is communicated to employees as part of the mandatory training modules.| | |Compliance to laws of the countries in which we operate, as well as global legislation such as Foreign Corrupt Practices Act, Bribery Act, 2010 is monitored through formal compliance procedures led by the corporate compliance office. Changes to legislation are closely monitored, risks are evaluated and effectively managed across our operations.|Governance, Risk and Compliance are overseen by the Chief Compliance Officer, Chief Risk Officer and the Chief HR Officer who report to the Chief Operating Officer and Executive Director (COO and ED), and CEO and MD respectively. At the apex level, the Audit Committee headed by an Independent Director oversees compliance to the TCoC, Anti-Bribery and Anti-Corruption Policy and Gift and Hospitality Policy, and to external regulations.| | | 3 GRI 2-15 4 GRI 2-11 5 https://www.tcs.com/tata-code-of-conduct 6 GRI 2-12 # Material Topic # Tax Strategy TCS is committed to comply with the applicable laws and regulations, and believes in reporting to the respective tax authority, relevant information that is complete and accurate, in a timely manner. TCS does not engage in aggressive and contrived tax planning or tax structuring for the purpose of gaining tax advantages. TCS's tax policy is to optimize the tax cost, avail tax incentives where available, while achieving 100 percent compliance with the spirit as well as the letter of the tax laws and regulations in all countries in which it operates. Compliance is achieved through a robust compliance reporting and monitoring process, with a strong governance on minimizing the tax risk. TCS has zero tolerance towards tax evasion, or the facilitation of tax evasion, by itself or by its employees or vendors. TCS maintains open and collaborative relationships with governments and tax authorities worldwide. Where appropriate, TCS seeks advance clearance from tax authorities on the proposed tax treatment of transactions, helping pre-empt future disputes."
+"# Board Oversight of Sustainability Matters TCS' approach to sustainable growth is built on the belief that it can expand its business by creating longer term value for all its stakeholders, including employees, customers, suppliers and local communities, while also valuing the environment. The various sustainability topics material to TCS are overseen by the relevant Board committees, as outlined below: |Material Sustainability Topics|Board Committee| |---|---| |Financial reporting, robustness of internal controls, auditor remuneration, compliance to policies around insider trading, whistle blower, ethics and Tata Code of Conduct|Audit Committee| |Risk management policy and plan, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks|Risk Management Committee| |Recommend composition of Board and its committees, appointment/re-appointment of directors and KMP, evaluation of the performance of the Board, Committees and Directors|Nomination and Remuneration Committee| |Health and safety at the workplace, shareholder grievances and other sustainability initiatives|Stakeholders' Relationship Committee| |Community initiatives and Corporate Social Responsibility compliance|Corporate Social Responsibility Committee| 7 GRI 207-1 8 GRI 2-12, GRI 2-14 Integrated Annual Report 2021-22 Corporate Governance Report | 140 # Material Topic # Succession planning TCS' philosophy of empowering employees, its industry-leading talent retention, and a decentralized organization structure that devolves executive decision-making across over 150 business units have resulted in a large and deep bench of leadership talent that enables robust succession planning and continuity and consistency in strategy. Succession planning for the top two leadership positions in each business unit is reviewed by senior management. Additionally, heads of business units carry out succession planning for key functions within their units. Succession planning at senior management levels is reviewed by the Board. Business or unit heads are invited to present on specific topics at Board meetings from time to time, offering an opportunity to the directors to assess their values, competencies, and capabilities. # II. Board of Directors i. As on March 31, 2022, the Company has nine Directors. Of the nine Directors, seven (i.e. 77.8 percent) are Non-Executive Directors out of which five (i.e. 55.6 percent) are Independent Directors including women directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act. ii. None of the Directors on the Board: - holds directorships in more than ten public companies; - serves as Director or as independent directors in more than seven listed entities; Necessary disclosures regarding Committee positions in other public companies as on March 31, 2022 have been made by the Directors. None of the Directors is related to each other except N Ganapathy Subramaniam and N Chandrasekaran. iv. Five Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: - April 12, 2021; - July 8, 2021; - October 8, 2021; - January 12, 2022; - March 10, 2022. The necessary quorum was present for all the meetings. iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. # Corporate Governance Report The names and categories of the directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting (""AGM""), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships/Memberships held by them in other public limited companies as on March 31, 2022 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act."
+"Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public limited companies in which he/she is a director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. |Name of the Director and DIN|Category|Number of Board Meetings attended during the FY 2022|Whether attended last AGM held on June 10, 2021|Number of Directorships in other Public Companies|Chairman|Member| |---|---|---|---|---|---|---| |N Chandrasekaran (Chairman) DIN 00121863|Non-Independent, Non-Executive|5|Yes|7|-|-| |Rajesh Gopinathan (Chief Executive Officer and Managing Director) DIN 06365813|Non-Independent, Executive|5|Yes|-|-|-| |N Ganapathy Subramaniam (Chief Operating Officer and Executive Director) DIN 07006215|Non-Independent, Executive|5|Yes|1|2|-| # Number of Committee positions held in other Public Companies |Chairman|Member|Directorship in other listed entity (Category of Directorship)| |---|---|---| |-|-|1. Tata Steel Limited @ 2. Tata Motors Limited @ 3. Tata Consumer Products Limited (Formerly known as Tata Global Beverages Limited) @ 4. The Tata Power Company Limited @ 5. The Indian Hotels Company Limited @ 6. Tata Chemicals Limited @| |-|-|1. Tata Elxsi Limited @ 2. Tata Communications Limited @ 3. Tejas Networks Limited @| # Integrated Annual Report 2021-22 # Corporate Governance Report |Name of the Director and DIN|Category|Number of Board Meetings attended during the FY 2022|Whether attended last AGM held on June 10, 2021|Number of Directorships in other Public Companies|Number of Committee positions held in other Public Companies|Directorship in other listed entity (Category of Directorship)| | |---|---|---|---|---|---|---|---| |O P Bhatt DIN 00548091|Independent, Non-Executive|5|Yes|-|4|2|5 1. Hindustan Unilever Limited # 2. Tata Steel Limited # 3. Tata Motors Limited # 4. Aadhar Housing Finance Limited (Debt Listed) #| |Aarthi Subramanian DIN 07121802|Non-Independent, Non-Executive|5|Yes|2|5|1 3 Tata Capital Limited (Debt Listed) @| | |Dr Pradeep Kumar Khosla DIN 03611983|Independent, Non-Executive|5|Yes|-|-|-| | |Hanne Sorensen DIN 08035439|Independent, Non-Executive|5|Yes|-|1|2 Tata Motors Limited #| | |Keki Mistry DIN 00008886|Independent, Non-Executive|5|Yes| |1|4|1 1. Housing Development Finance Corporation Limited $ 2. Torrent Power Limited # 3. HDFC Life Insurance Company Limited ^ 4. HDFC Asset Management Company Limited @| |Don Callahan DIN 08326836|Independent, Non-Executive|5|Yes|-|-|-| | Category of directorship held: @ Non-Independent, Non-Executive # Independent, Non-Executive $ Executive Director ^ Nominee, Non-Executive Due to the exceptional circumstances caused by the COVID-19 pandemic and consequent relaxations granted by MCA and SEBI, all Board meetings in FY 2022 were held through video conferencing. # vi. During FY 2022, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. During FY 2022, one meeting of the Independent Directors was held on April 8, 2021. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2022 are given below: |Name|Category|Number of equity shares| |---|---|---| |N Chandrasekaran|Non-Independent, Non-Executive|1,77,056| |Aarthi Subramanian|Non-Independent, Non-Executive|5,600| |Rajesh Gopinathan|Non-Independent, Executive|2,760| |N Ganapathy Subramaniam|Non-Independent, Executive|1,97,760| |Keki Mistry*|Independent, Non-Executive|4,150| *includes shares held jointly with relative The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the requisite skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company's business or is a proven academician in the field relevant to the Company's business. Being an IT service provider, the Company's business runs across different industry verticals, geographical markets and is global in nature. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to the industries/fields from where they come. The Company has not issued any convertible instruments. Integrated Annual Report 2021-22 Corporate Governance Report | 144 # III. Committees of the Board # i. There are six Board Committees as on March 31, 2022, details of which are as follows: |Name of the Committee|Extract of terms of reference| |---|---| |Audi Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act. * Oversight of financial reporting process. * Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval. * Evaluation of internal financial controls and risk management systems."
+"* Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. * Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same. * To consider matters with respect to the TCoC, Anti-Bribery and Anti-Corruption Policy and Gift and Hospitality Policy.| # Category and composition |Name|Category| |---|---| |Keki Mistry (Chairman)|Independent, Non-Executive| |O P Bhatt|Independent, Non-Executive| |Aarthi Subramanian|Non-Independent, Non-Executive| |Dr Pradeep Kumar Khosla|Independent, Non-Executive| |Hanne Sorensen|Independent, Non-Executive| |Don Callahan|Independent, Non-Executive| # Extract of terms of reference # Nomination and Remuneration Committee (""NRC"") File: AR_TCS_2021_2022.md Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. - Recommend to the Board the setup and composition of the Board and its Committees. - Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. - Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarization programs for Directors. |Name|Category| |---|---| |O P Bhatt (Chairman)|Independent, Non-Executive| |N Chandrasekaran|Non-Independent, Non-Executive| |Hanne Sorensen|Independent, Non-Executive| |Aarthi Subramanian*|Non-Independent, Non-Executive| *Ceased to be a member of the Committee w.e.f. October 8, 2021. * Two NRC meetings were held during the year under review. * The Company does not have any Employee Stock Option Scheme. * Details of Performance Evaluation Criteria and Remuneration Policy are provided at serial no. III (iii) below. * The previous AGM of the Company was held on June 10, 2021 and was attended by O P Bhatt, Chairman of the NRC. # Stakeholders' Relationship Committee (""SRC"") Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. - Review activities with regard to the Health Safety and Sustainability initiatives of the Company. |Name|Category| |---|---| |Dr Pradeep Kumar Khosla (Chairman)|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |Keki Mistry|Independent, Non-Executive| * Two meetings of the SRC were held during the year under review. * Details of Investor complaints and Compliance Officer are provided at serial no. III (ii) below. * The previous AGM of the Company was held on June 10, 2021 and was attended by Dr Pradeep Kumar Khosla, Chairman of the SRC. # Extract of terms of reference # Name of the Committee # Corporate Social Responsibility (""CSR"") Committee Committee is constituted in line with the provisions of Section 135 of the Act. - Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. # Risk Management Committee (""RMC"") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. - Formulate, monitor and review risk management policy and plan, inter-alia, covering investment of surplus funds, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks. - Approve addition/deletion of banks from time to time for carrying out Treasury transactions and delegate the said power to such person as may deem fit. # Category and composition |Name|Category| |---|---| |N Chandrasekaran|Non-Independent, Non-Executive| |O P Bhatt|Independent, Non-Executive| |N Ganapathy Subramaniam|Non-Independent, Executive| |Name|Category| |---|---| |Keki Mistry|Independent, Non-Executive| |Don Callahan|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |N Ganapathy Subramaniam|Non-Independent, Executive| |V Ramakrishnan*|Chief Financial Officer| |Samir Seksaria**|Chief Financial Officer| *Ceased to be a member of the Committee consequent to his retirement w.e.f. April 30, 2021. **Appointed as a member of this Committee w.e.f. May 1, 2021. Integrated Annual Report 2021-22 Corporate Governance Report | 147 # Extract of terms of reference # Committee # Executive Committee Detailed review of the following matters which form part of terms of Executive Committee, were presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the Board."
+"The terms of reference of these committees are available on the website (https://www.tcs.com/ir-corporate-governance) # Other details The said matters were discussed in various Board meetings held during the year under review in the presence of the Executive Committee Members with the intent to avail expertise of all Board members. # ii. Stakeholders' Relationship Committee-other details a. Name, designation and address of Compliance Officer: Pradeep Manohar Gaitonde, Company Secretary Tata Consultancy Services Limited, 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India. Telephone: +91 22 6778 9595 b. Details of investor complaints received and redressed during FY 2022 are as follows: |Opening balance|Received during the year|Resolved during the year|Closing balance| |---|---|---|---| |-|87|87|-| Integrated Annual Report 2021-22 Corporate Governance Report | 148 # iii. Nomination and Remuneration Committee - other details # Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement. # Remuneration Policy Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under. 9 GRI 2-19 Integrated Annual Report 2021-22 Corporate Governance Report | 149 # iv. Details of the Remuneration for the year ended March 31, 2022: # a) Non-Executive Directors: |Name|Commission|Sitting Fees| |---|---|---| |N Chandrasekaran, Chairman@|-|3.0| |O P Bhatt|250.0|4.5| |Aarthi Subramanian@@|-|3.3| |Dr Pradeep Kumar Khosla|225.0|3.6| |Hanne Sorensen|225.0|3.6| |Keki Mistry|250.0|5.1| |Don Callahan|225.0|4.5| |Total|1,175.0|27.6| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company. # b) Managing Director and Executive Director |Name of Director|Salary|Benefits, Perquisites and Allowances|Commission|ESPS*| |---|---|---|---|---| |Rajesh Gopinathan|151.5|225.1|2,200.0|-| |Chief Executive Officer and Managing Director (appointed for a period of 5 years w.e.f. February 21, 2017 to February 20, 2022 and re-appointed for a further period of five years w.e.f. February 21, 2022 to February 20, 2027)| | | | | |N Ganapathy Subramaniam|144.3|224.6|1,700.0|-| |Chief Operating Officer and Executive Director (appointed for a period of 5 years w.e.f. February 21, 2017 to February 20, 2022 and re-appointed for a further period from February 21, 2022 to May 19, 2024)| | | | | *Employee Stock Purchase Scheme The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation/premium paid are not available. Services of the Managing Director and Executive Director may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. # v. Number of committee meetings held and attendance records |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |No. of meetings held|4|2|2|3|5| |Date of meetings|April 12, 2021; July 8, 2021; October 8, 2021; January 12, 2022|April 12, 2021 and October 8, 2021|July 22, 2021 and January 28, 2022|April 9, 2021; August 19, 2021 and October 21, 2021@|April 6, 2021; October 6, 2021; January 3, 2022 and March 25, 2022| # No."
+"of Meetings Attended |Name of Member|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |N Chandrasekaran|-|2|-|3|-| |Rajesh Gopinathan|-|-|2|-|5| |O P Bhatt|4|2|-|3|-| |N Ganapathy Subramaniam|-|-|-|3|5| |Aarthi Subramanian*|4|2|-|-|-| |Dr Pradeep Kumar Khosla|4|-|2|-|-| |Hanne Sorensen|4|2|-|-|-| |Keki Mistry|4|-|2|-|5| |Don Callahan|4|-|-|-|5| |V Ramakrishnan**|-|-|-|-|1| |Samir Seksaria***|-|-|-|-|4| Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. @ TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on CSR activities of the Company, has held three meetings during the FY 2022. * Aarthi Subramanian ceased to be a member of the NRC w.e.f. October 8, 2021. ** V Ramakrishnan ceased to be a member of the RMC w.e.f. April 30, 2021. *** Samir Seksaria was appointed as member of the RMC w.e.f. May 1, 2021. Due to the exceptional circumstances caused by the COVID-19 pandemic all committee meetings in FY 2022 were held through video conferencing. Integrated Annual Report 2021-22 Corporate Governance Report | 151 # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2019|June 13, 2019| |Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020| |2020|June 11, 2020|3.30 p.m.|Meeting conducted through Video Conferencing (""VC"")/ Other Audio Video Means (""OAVM"") pursuant to the MCA Circular| |2021|June 10, 2021| | | # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2022. # c. Special resolution: Special resolution for re-appointment of O P Bhatt as an Independent Director was passed at the AGM held in 2019 and no special resolution was passed in the previous AGMs held in 2020 and 2021. The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated January 12, 2022 for buyback of its equity shares, which was duly passed and the results of which were announced on February 12, 2022. P N Parikh (Membership No. FCS 327) of Parikh & Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. # Description of the Resolution |Votes in favour of the resolution|Votes against the resolution|Invalid votes| |---|---|---| |Number of members voted|Number of members voted|Total number of members whose votes were declared invalid| |13,474|823|0| |Number of valid votes cast (Shares)|Number of valid votes cast (Shares)|Total number of invalid votes cast (Shares)| |3,42,48,03,887|1,12,58,517|0| |Percentage of total number of valid votes cast|Percentage of total number of valid votes cast|Total number of invalid votes cast (Shares)| |99.67|0.33|0| # Procedure for postal ballot: The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the General Circular nos. 14/2020, 17/2020, 02/2021 and 21/2021 dated April 8, 2020, April 13, 2020, January 13, 2021 and December 14, 2021 respectively issued by the Ministry of Corporate Affairs. # Details of special resolution proposed to be conducted through postal ballot: None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # Statutory Auditors' Certificate A certificate has been received from Parikh & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. # Statutory Auditors' Fees |Particulars|Amount (` lakh)| |---|---| |Services as statutory auditors (including quarterly audits)|910.1| |Tax audit|66.9| |Services for tax matters|21.5| |Other matters|371.0| |Reimbursement of out-of-pocket expenses|70.8| |Total|1,440.3| Integrated Annual Report 2021-22 Corporate Governance Report | 153 # VII. Other Disclosures |Particulars|Statutes|Details|Website link for details/policy| |---|---|---|---| |Related party transactions|Regulation 23 of SEBI Listing Regulations and as defined under the Act|There are no material related party transactions during the year under review that have conflict with the interest of the Company. Transactions entered into with related parties during FY 2022 were in the ordinary course of business and at arms' length basis and were approved by the members of Audit Committee including Independent Directors."
+"The Board's approved policy for related party transactions is uploaded on the website of the Company.|https://on.tcs.com/RPT| |Details of non-compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three financial years.|Schedule V (C) 10(b) to the SEBI Listing Regulations|NIL| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has this Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|https://on.tcs.com/WhistleBP| |Discretionary requirements|Schedule II Part E of the SEBI Listing Regulations|* A message from the Chief Executive Officer and Managing Director on the half-yearly financial performance of the Company including a summary of the significant events in the six month period ended September 30, 2021 was sent to every member. * The auditors' report on financial statements of the Company are unmodified. * Internal auditors of the Company make quarterly presentations to the Audit Committee on their reports.| | # Particulars |Statutes|Details|Website link for details/policy| |---|---|---| |Subsidiary Companies|Regulation 24 of the SEBI Listing Regulations The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.|https://on.tcs.com/Subsidiary| |Policy on Determination of Materiality for Disclosures|Regulation 30 of SEBI Listing Regulations The Company has adopted this policy.|https://on.tcs.com/Material| |Policy on Archival and Preservation of Documents|Regulation 9 of SEBI Listing Regulations The Company has adopted this policy.|https://on.tcs.com/Archival| |Reconciliation of Share Capital Audit Report|Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and SEBI Circular No. D&CC/FITTC/Cir-16/2002 dated December 31, 2002. A practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.|https://www.tcs.com/ir-corporate-governance| |Code of Conduct|Regulation 17 of the SEBI Listing Regulations The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2022. A certificate by the Chief Executive Officer and Managing Director, on the compliance declarations received from the members of the Board and Senior Management forms part of this report.|https://www.tcs.com/tata-code-of-conduct| # Integrated Annual Report 2021-22 # Corporate Governance Report | 155 |Particulars|Statutes|Details|Website link for details/policy| |---|---|---|---| |Dividend Distribution Policy|Regulation 43A of the SEBI Listing Regulations|A regular annual dividend generally consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.|https://on.tcs.com/Dividend| |Terms of Appointment of Independent Directors|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV to the Act|Terms and conditions of appointment/re-appointment of Independent Directors are available on the Company's website.|https://on.tcs.com/ApptID| |Familiarization Program|Regulations 25(7) and 46 of SEBI Listing Regulations|Details of familiarization program imparted to Independent Directors are available on the Company's website.|https://on.tcs.com/familiarization-programme| |Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018|Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014|The details have been disclosed in the Business Responsibility and Sustainability Report forming part of the Integrated Annual Report.| | # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Statutory notices are published in The Free Press Journal, Business Standard and Navshakti. The Company also issues press releases from time to time."
+"Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors/analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. The Management Discussion and Analysis Report is a part of the Integrated Annual Report. # IX. General shareholder information # vi. Stock Codes/Symbol i. Annual General Meeting for FY 2022 Date: June 9, 2022 Time: 3.30 p.m. (IST) Venue: Meeting is being conducted through VC/OAVM pursuant to the MCA Circular dated May 5, 2020 read with general circulars dated April 8, 2020, April 13, 2020, January 13, 2021 and December 14, 2021 as such there is no requirement to have a venue for the AGM. For details, please refer to the Notice of this AGM. As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM. ii. Financial Calendar Year ending: March 31 AGM in: June iii. Dividend Payment: The final dividend, if approved, shall be paid/credited on Monday, June 13, 2022 iv. Date of Book Closure/Record Date: As mentioned in the Notice of this AGM v. Listing on Stock Exchanges: National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001 # vii. Corporate Identity Number (CIN) of the Company CIN: L22210MH1995PLC084781 # viii. Market Price Data: High, Low (based on daily closing prices) and number of equity shares traded during each month in FY 2022 on NSE and BSE: |Month|NSE|NSE|NSE|BSE|BSE|BSE| |---|---|---| | |High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |Apr-2021|3,322.25|3,035.65|6,13,28,558|3,322.20|3,038.40|33,77,869| |May-2021|3,180.00|3,037.00|4,35,38,924|3,180.20|3,037.00|14,87,104| |Jun-2021|3,380.80|3,129.45|4,50,79,239|3,380.70|3,129.30|41,47,717| |Jul-2021|3,341.50|3,167.45|4,43,49,890|3,341.00|3,167.50|28,94,265| |Aug-2021|3,786.45|3,219.40|5,66,78,047|3,786.55|3,217.90|23,77,544| |Sep-2021|3,954.55|3,714.95|5,05,65,601|3,954.80|3,714.05|26,14,393| |Oct-2021|3,935.65|3,397.75|7,12,51,894|3,935.30|3,398.80|46,97,020| |Nov-2021|3,556.40|3,443.30|4,32,67,875|3,555.15|3,443.55|17,32,795| |Dec-2021|3,738.35|3,536.40|4,47,24,473|3,736.85|3,534.35|20,13,929| |Jan-2022|4,019.15|3,649.25|6,63,32,036|4,019.10|3,650.10|40,59,762| |Feb-2022|3,856.20|3,401.65|6,69,67,591|3,857.00|3,402.25|41,93,160| |Mar-2022|3,749.85|3,484.90|5,05,59,459|3,750.00|3,485.30|22,34,459| # Performance of the share price of the Company in comparison to the BSE Sensex: # TCS Share price and BSE Sensex Movement 140.00130.00120.00110.00100.0090.0080.0070.0060.00 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Base 100 = Thursday, April 1, 2021 # Places for acceptance of documents: Documents will be accepted at the above address between 10.00 a.m. and 3.30 p.m. (Monday to Friday except bank holidays). For the convenience of the shareholders, documents will also be accepted at the following branches of TCPL: # Branches of TCPL: |Place|Name and Address|Phone/Fax/Email| |---|---|---| |Mumbai|TSR Consultants Private Limited Building 17/19, Office no. 415 Rex Chambers, Ballard Estate, Walchand Hirachand Marg, Fort, Mumbai-400 001.|Tel: +91 7304874606| |Bengaluru|TSR Consultants Private Limited C/o. D. Nagendra Rao ""Vaghdevi"" 543/A, 7th Main 3rd Cross, Hanumanthnagar Bengaluru-560 019|Tel: +91 80 26509004 Email: tcplbang@tcplindia.co.in| |Kolkata|TSR Consultants Private Limited C/o Link Intime India Private Limited Vaishno Chamber, Flat No. 502 and 503 5th Floor, 6, Brabourne Road Kolkata-700 001|Tel: +91 33 40081986 Email: tcplcal@tcplindia.co.in| # Registrar and Transfer Agents Name and Address: TSR Consultants Private Limited (TCPL) (formerly known as TSR Darashaw Consultants Private Limited) C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai 400 083 Telephone: +91 22 6656 8484 Extn: 411/412/413 Fax: +91 22 6656 8494 E-mail: csg-unit@tcplindia.co.in Website: https://www.tcplindia.co.in # Shareholding as on March 31, 2022: # Distribution of equity shareholding as on March 31, 2022: |Number of shares|Holding to capital|Percentage|Number of accounts|Percentage to total accounts| |---|---|---|---|---| |1-100|4,94,29,417|1.4|22,98,580|88.9| |101-500|4,90,43,599|1.3|2,41,970|9.4| |501-1000|1,80,30,724|0.5|25,233|1.0| |1001-5000|3,25,02,667|0.9|16,826|0.7| |5001-10000|1,08,79,779|0.3|1,540|0.0| |10001-20000|1,08,42,206|0.3|767|0.0| |20001-30000|78,07,860|0.2|317|0.0| |30001-40000|59,50,035|0.2|171|0.0| |40001-50000|61,22,962|0.2|135|0.0| |50001-100000|2,66,88,649|0.7|370|0.0| |100001-above|344,17,53,475|94.0|853|0.0| |TOTAL|365,90,51,373|100.0|25,86,762|100.0| # b) Categories of equity shareholding as on March 31, 2022: |Category|Number of equity shares held|Percentage of holding| |---|---|---| |Promoter|264,43,17,117|72.3| |Other Entities of the Promoter Group|10,68,956|0.0| |Mutual Funds and UTI|11,79,36,971|3.2| |Banks, Financial Institutions, State and Central Government|29,22,193|0.1| |Insurance Companies|16,38,02,109|4.5| |Foreign Institutional Investors and Foreign Portfolio Investors|51,77,29,951|14.1| |NRI's, OCB's, Foreign Nationals|70,93,699|0.2| |Corporate Bodies, Trusts|2,85,33,267|0.8| |Indian Public and Others|17,24,88,089|4.7| |Alternate Investment Fund|26,02,619|0.1| |IEPF account|5,56,402|0.0| |TOTAL|365,90,51,373|100.0| # c) Top ten equity shareholders of the Company as on March 31, 2022: |Sr. No.|Name of the shareholders*|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Private Limited|264,43,17,117|72.3| |2|Life Insurance Corporation of India|13,51,44,680|3.7| |3|SBI Mutual Fund|3,11,90,218|0.9| |4|Invesco Developing Markets Fund|3,10,72,921|0.9| |5|Axis Mutual Fund|2,35,05,274|0.6| |6|NPS Trust|1,44,43,818|0.4| |7|Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds|1,41,43,562|0.4| |8|Government of Singapore|1,36,41,333|0.4| |9|Vanguard Total International Stock Index Fund|1,30,13,618|0.4| |10|UTI Mutual Fund|1,16,88,173|0.3| *Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder. # xiv."
+"Dematerialization of shares and liquidity: The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares of the Company representing 99.97 percent of the Company's equity share capital are dematerialized as on March 31, 2022. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: The Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments as on March 31, 2022, as such instruments have not been issued in the past. # xvi. Commodity price risk or foreign exchange risk and hedging activities: The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. # xvii. Equity shares in the suspense account: In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2021|26|1,640| |Shareholders who approached the Company for transfer of shares from suspense account during the year|-|-| |Shareholders to whom shares were transferred from the suspense account during the year|-|-| |Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act|-|-| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2022|26|1,640| The voting rights on the shares outstanding in the suspense account as on March 31, 2022 shall remain frozen till the rightful owner of such shares claims the shares. # xviii. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (""IEPF Rules""), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. File: AR_TCS_2021_2022.md In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website https://on.tcs.com/unclaimed-dividend. In light of the aforesaid provisions, the Company has during the year, transferred to IEPF the unclaimed dividends, outstanding for seven years, of the Company, erstwhile CMC Limited (since amalgamated with the Company). Further, shares of the Company, # Unclaimed Dividends and Shares Transferred to IEPF In respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority. The details of unclaimed dividends and shares transferred to IEPF during FY 2022 are as follows: | |Financial Year|Amount of unclaimed dividend transferred (` lakh)|Number of shares transferred|Date of declaration|Last date for claiming unpaid dividend| |---|---|---|---|---|---| |2013-14|183.46*|9,080|June 30, 2015|July 30, 2022| | |2014-15|444.92|16,481|July 9, 2015|August 9, 2022| | |2015-16| | |October 13, 2015|November 12, 2022| | | | |January 12, 2016|February 11, 2023| | | |2016-17| | |June 17, 2016|July 17, 2023| | |2017-18| | |July 14, 2016|August 15, 2023| | |2018-19| | |October 13, 2016|November 16, 2023| | | | |January 12, 2017|February 12, 2024| | | |2019-20| | |June 16, 2017|July 16, 2024| | |2020-21| | |July 13, 2017|August 13, 2024| | |2021-22| | |October 12, 2017|November 12, 2024| | The Members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No."
+"IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the web Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's Registrar and Transfer Agent: # Financial Year | |Date of declaration|Last date for claiming unpaid dividend| | |---|---|---|---| |2019-20|July 9, 2019|August 8, 2026| | | |October 10, 2019|November 9, 2026| | | |January 17, 2020|February 16, 2027| | | |March 10, 2020|April 9, 2027| | | |June 11, 2020|July 11, 2027| | |2020-21|July 9, 2020|August 8, 2027| | | |October 7, 2020|November 6, 2027| | | |January 8, 2021|February 7, 2028| | | |June 10, 2021|July 10, 2028| | |2021-22|July 8, 2021|August 7, 2028| | | |October 8, 2021|November 7, 2028| | | |January 12, 2022|February 11, 2029| | # Plant locations: In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa. # Address for correspondence: Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 Designated e-mail address for Investor Services: investor.relations@tcs.com For queries on IEPF related matters: iepf.assist@tcs.com Website: www.tcs.com Integrated Annual Report 2021-22 Corporate Governance Report | 163 # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has in respect of the year ended March 31, 2022, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, Global Head-HR, Global Business Unit Heads, Global Head-Legal and the Company Secretary as on March 31, 2022. Rajesh Gopinathan Chief Executive Officer and Managing Director DIN: 06365813 Mumbai, April 11, 2022 # INTEGRATED ANNUAL REPORT 2021-22 # PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2022, as stipulated under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327D000063214 PR No.: 1129/2021 Mumbai, April 11, 2022 In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the Corporate Governance Report | 164 # CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata Consultancy Services Limited having CIN L22210MH1995PLC084781 and having registered office at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 (hereinafter referred to as 'the Company'), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015."
+"In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. |Sr. No.|Name of Director|DIN|Date of Appointment in Company *| |---|---|---|---| |1.|N Chandrasekaran|00121863|September 6, 2007| |2.|Rajesh Gopinathan|06365813|February 21, 2017| |3.|N Ganapathy Subramaniam|07006215|February 21, 2017| |4.|O P Bhatt|00548091|April 2, 2012| |5.|Aarthi Subramanian|07121802|March 12, 2015| |6.|Dr. Pradeep Kumar Khosla|03611983|January 11, 2018| |7.|Hanne Sorensen|08035439|December 18, 2018| |8.|Keki Mistry|00008886|December 18, 2018| |9.|Don Callahan|08326836|January 10, 2019| *the date of appointment is as per the MCA Portal. # AWARDS AND ACCOLADES # Intellectual Capital - Won the Artificial Intelligence Breakthrough Award in the category Best AI-based Solution - Recognized for Best Patents Portfolio in the Large Enterprise category at the Confederation of Indian Industry Industrial Intellectual Property Awards 2021. - Won the 2021 ASSOCHAM IP Excellence Award for pioneering efforts in facilitating innovations and creating a healthy intellectual property (IP) ecosystem. - TCS CodeVita awarded a Guinness World Records™ title as the world's largest computer programming competition with 136,054 participants from 34 countries. - Awarded Best Technical Implementation for AI at the 5th Global Annual Achievement Awards for Artificial Intelligence for re-imagining pharmacovigilance by applying machine vision, artificial intelligence, smart analytics and IoT to automate the intake, processing and analysis of safety cases. - TCS Optumera™ won the Best Self Aware Strategic Planning Product at the 2021 AI Excellence Awards for continuously monitoring thousands of customer-, market-, and vendor-behaviors; model scenarios and customer behavior to enable businesses in making AI-enabled integrated decisions. - TCS Optunique™ for its ability to deliver unified and contextualized experiences across the omnichannel journey by evaluating customer intent in real time. - TCS Optunique™, awarded the Best Theory of Mind Machine Learning Product at the 2021 AI Excellence Awards for its ability to drive unified personalized experiences across the omnichannel journey. - TCS' Data Marketplace Solution for COVID-19 awarded at the 19th Asian IT Leadership Awards 2021 under the Best Use of IT in Healthcare category. - Recognized as an 'Innovator' at NASSCOM AI Gamechangers 2021 in the Use of AI for Public Services Category for its innovative AI-based Sanitation Inspection system. - Won 4 Stevie awards for innovation and IP at the International Business Awards 2021: - Gold Stevie for 'Most Innovative Tech Company' in the 'more than 2500 employees' category. - Gold Stevie for TCS TwinX™ in the Business Technology Solution category - AI/ML solution. # Awards and Accolades - Silver Stevie for TCS Omnistore™ in the Emerging Technology. - TCS' PredictCX won 'Most Innovative Best Practice' Award under the customer experience category at the CII DX Awards 2021. - TCS topped the list in measures of ability to advance, skills growth, company stability, external opportunity, company affinity, gender diversity and spread of educational backgrounds. - Bronze Stevie for TCS' Data Exchange Platform in the Most Valuable Technical Innovation - COVID-19 Response category. - TCS' Risk Analytics Solution won Best Data Science Solution Award at the A-Team Group's Data Management Insight Awards 2021. - TCS' Digital Platform for Next-Generation Agriculture Services (DNA) won the award for Excellence in IT Services for Large Enterprise at the IMC Digital Technology Awards, 2020 for seamlessly bringing together knowledge, actionable insights, farm-input sources, and commerce centers to bridge demand-supply and holistically address problems in the agricultural supply-chain ecosystem. - Awarded the Enterprise Blockchain Award 2021 by the Blockchain Research Institute. - Won two awards at the IoT Global Awards 2021: for TCS DigiFleet™ in the Automotive, Transport and Travel category and for TCS Smart Store in the Retail, Marketing and Hospitality category. - Won 6 Stevies® - 5 gold and 1 silver - at the 2021 Asia-Pacific Stevie Awards for driving innovation in finance, human resources, and technology, igniting organization-wide transformation, and quickly addressing the requirements of operating during COVID-19. - TCS ADD Regulatory platform won the India Pharma Awards 2021 in the category of Excellence in Ancillary Pharma Services."
+"- Two TCS-built solutions featured in the 2021 ISG Digital Digital Case Study Awards: TCS' Digital Twin Platform for Saipem won the Energy and Utilities Standout Award as well as the Southern Europe regional standout award; the TCS' digital transformation work for Shell won the ANZ regional standout award. - TCS TwinX won the 2022 AI Excellence Award under the Product category. # Human Capital - Won the award for 'Role Model in HR Excellence' at the 12th CII National HR Excellence Awards. - Ranked #1 in the LinkedIn Top Companies list of the best workplaces for career growth in the consultancy sector by the Best Companies organization for prioritizing. - Recognized as 2022 Global Top Employer for the seventh year in a row by the Top Employers Institute. - Won 3 awards at the 2021 LinkedIn Talent Awards India in the categories: Best Employer Brand on LinkedIn, Best Culture of Learning, and Diversity Champion. - Won the National HRD Network's Gold Award for Excellence in Performance Management Process and Technology. - Xcelerate won Gold in the HR Excellence Awards for best HR Technology Strategy. - Listed among the top 25 Best Big Companies to Work For in the UK. # Awards and Accolades # Relationship Capital - Won the 2021 Economic Times Best Brand of UAE award for brand reputation in the Middle East region. - Won the ATD Best of Best Award for HR and Talent Development Ecosystem and Innovations. - Won a Gold Stevie for Best use of People Analytics and Talent Management and Transformation. - Ranked #3 in BT-Taggd survey of the Best Companies to Work For in India. - Won 5 awards at the Economic Times Human Capital Awards, in the categories: - Excellence in Communication Strategy - Excellence in Creating a Culture of Continuous Learning and Upskilling - Excellence in Fostering Innovation and Design Thinking - Excellence in HR Digital Transformation - Excellence in Recruitment of Professionals - Won 14 Gold Medals, 3 Silvers and 3 Bronzes at the 2021 Brandon Hall Group Excellence in Learning Awards, across: - Leadership Development (4 Golds) - Learning & Development (3 Golds, 2 Silvers) - Diversity, Equity and Inclusion (3 Golds, 1 Silver) - Talent Acquisition (2 Golds, 1 Bronze) - Talent Management (1 Gold, 1 Bronze) - Workforce Planning & Management (1 Gold) - Sales Training (1 Bronze) # CUSTOMER - Ranked #1 in customer satisfaction across Europe, for the ninth consecutive year, in the largest independent survey of 1,800 CxOs from top IT spending organizations in Europe by Whitelane Research. - TCS was ranked #1 in UK, France, Netherlands, BeLux, Switzerland, Sweden, Norway and Finland. - Won 3 awards in partnership with clients at the DevOps Excellence Awards 2022 in UK for: - Best Automation Project (with Aviva) - Best Use of Compliance as Code (with Nationwide Building Society) - Best Use of Microservices/Containers (with Lloyds Banking Group) - Named a UK Superbrand for the seventh consecutive year in recognition of TCS' exceptional business growth, its position as the top strategic IT player by revenue in the UK, its number one ranking in customer satisfaction, and its community initiatives. - Recognized as a Superbrand in Singapore for its strong market reputation, digital initiatives and business growth. # INVESTOR RELATIONS - Ranked #2 Most Honored Company in Asia (ex-China) for bagging several top rankings in the Technology / IT Services & Software sector in Institutional Investor's 2021 All-Asia (ex-Japan) Executive Team rankings based on a survey of 4,084 investment professionals at 1,285 financial services firms across Asia. Top rankings included: - Best IR Professional (#1) - Best IR Program (#2) - Best ESG (#2) - Awarded two Diamond awards at the 2021 ITSMA Marketing Excellence Awards in the categories - Embedding ABM Programs and Orchestrating Executive Engagement. - Won 3 gold and 2 bronze Eventex Awards for its ThisRun campaign and the Virgin Money London Marathon Event App, as well as for excellence across marketing and customer engagement. * Recognized by Institute of Chartered Accountants of India with a Gold Shield Award for Excellence in Integrated Reporting in Service Sector at the ICAI Sustainability Reporting Awards 2020-21. # INDUSTRY ANALYST * Ranked the #1 Engineering Services PEAK Matrix Provider of the Year 2022 by Everest Group for the highest consolidated score across five engineering services PEAK Matrix evaluations published in 2021, in each of which TCS was ranked a Leader."
+"* TCS was ranked a Leader in 92 competitive assessments published by leading research firms in FY 2022 (86 in FY 2021): |Firm|Report type|Title| |---|---|---| |Everest Group|PEAK Matrix|Multi-Process Human Resources Outsourcing (MPHRO) Services PEAK Matrix® Assessment 2022| |HFS|Top 10|HFS Energy Transition Services Top 10 Snapshot, 2022| |ISG|Lens|ISG Provider Lens™ Salesforce Ecosystem Partners| |IDC|MarketScape|IDC MarketScape: European Professional Services for Data-Driven Transportation 2022 Vendor Assessment| |NelsonHall|NEAT|P&amp;C Operations Transformation 2022| |Everest Group|PEAK Matrix|Intelligent Process Automation (IPA) - Solution Provider Landscape with PEAK Matrix® Assessment 2022| |IDC|MarketScape|IDC MarketScape: Worldwide Life Science Sales and Marketing IT Outsourcing Services 2022 Vendor Assessment| |Everest Group|PEAK Matrix|Digital Product Engineering Services PEAK Matrix® Assessment 2022: Breaking the Chasm between the Physical and Digital Worlds| |Everest Group|PEAK Matrix|Artificial Intelligence (AI) Services PEAK Matrix® Assessment 2022| |HFS|Top 10|HFS Top 10: Insurance Services, 2022| |Everest Group|PEAK Matrix|Oracle Cloud Applications (OCA) Services PEAK Matrix® Assessment 2022 - Global| |NelsonHall|NEAT|Quality Engineering 2022| |Everest Group|PEAK Matrix|Digital Interactive Experience (IX) Services PEAK Matrix® Assessment 2022| |Gartner|Magic Quadrant|Magic Quadrant for Outsourced Digital Workplace Services| |Gartner|Magic Quadrant|Magic Quadrant for Global Retail Core Banking| |NelsonHall|NEAT|Digital Banking 2022| |Gartner|Magic Quadrant|Magic Quadrant for Data and Analytics Service Providers| |Everest Group|PEAK Matrix|Mortgage Operations PEAK Matrix® Assessment 2022| |HFS|Top 10|HFS Top 10: Retail and CPG Services, 2022| |ISG|Lens|ISG Provider Lens™ Life Sciences Digital Services| |ISG|Lens|ISG Provider Lens™ Healthcare Digital Services| |ISG|Lens|ISG Provider Lens™ AWS - Ecosystem Partners| |HFS|Top 10|HFS OneOffice™ Services Top 10: Digital transformation in action| |HFS|Top 10|Utilities Services Top 10, 2022| Integrated Annual Report 2021-22 Awards and Accolades | 169 # Firm # Report type # Title # Q3 |Everest|PEAK Matrix|Enterprise Blockchain Services PEAK Matrix® Assessment 2022| |---|---|---| |Everest|PEAK Matrix|Cloud Services PEAK Matrix® Assessment 2022 - Europe| |Everest|PEAK Matrix|Cloud Services PEAK Matrix® Assessment 2022 - North America| |Everest|PEAK Matrix|Digital Workplace Services PEAK Matrix® Assessment 2022| |HFS|Top 10|HFS Top 10: Enterprise Blockchain Services, 2021| |Everest|PEAK Matrix|Advanced Analytics and Insights (AA&I) Services PEAK Matrix® Assessment 2022| |Everest|PEAK Matrix|Supply Chain Management (SCM) BPS - Service Provider Landscape with PEAK Matrix® Assessment 2022| |HFS|Top 10|HFS OneOffice Services Top 10: People and Process Change| |Everest|PEAK Matrix|Life and Pensions (L&P) Insurance BPS/TPA - Service Provider Landscape with PEAK Matrix® Assessment 2022| |NelsonHall|NEAT|Advanced Digital Workplace Services 2021 - NEAT| |HFS|Top 10|HFS Top 10: Life Sciences service providers, 2021| |HFS|Top 10|HFS Top 10: Internet of Things (IoT) Service Providers 2021| |Everest|PEAK Matrix|Internet of Things (IoT) Supply Chain Solutions PEAK Matrix® Assessment 2022| |HFS|Top 10|HFS Energy Services Top 10, 2021| |Zinnov|Zones|Zinnov Zones 2021 - Engineering R&D Services (Overall)| |Zinnov|Zones|Zinnov Zones 2021 - IoT - Internet of Things Technology Services (Overall)| |Everest|PEAK Matrix|Mainframe Services PEAK Matrix® Assessment 2022| |Everest|PEAK Matrix|Healthcare Analytics Services PEAK Matrix® Assessment 2022| |NelsonHall|NEAT|Life, Annuities & Pension: Operational Transformation 2021| |HFS|Top 10|HFS Pega Service Providers Top 10 2021| |HFS|Top 10|HFS OneOffice™ Services Top 10: Data and Decisions| |IDC|MarketScape|IDC MarketScape: Worldwide Oil and Gas Upstream Asset Management Digital Services 2021 Vendor Assessment| |Everest|PEAK Matrix|Enterprise Quality Assurance (QA) Services PEAK Matrix® Assessment 2022| |HFS|Top 10|HFS OneOffice Services Top 10: Native Automation| |Everest|PEAK Matrix|Banking Operations - Services PEAK Matrix® Assessment 2022| |IDC|MarketScape|IDC MarketScape: Worldwide Managed Multicloud Services 2021 Vendor Assessment| |NelsonHall|NEAT|Digital Manufacturing Services 2021| |Everest|PEAK Matrix|Software-Defined Wide Area Network (SD-WAN) Services PEAK Matrix® Assessment 2021| # Q2 |Everest|PEAK Matrix|Envisioning the Connected Future: 5G Engineering Services PEAK Matrix® Assessment 2021| |---|---|---| |IDC|MarketScape|IDC MarketScape: Worldwide B2B Commerce Services for Industrial Manufacturing 2021 Vendor Assessment| # Integrated Annual Report 2021-22 # Awards and Accolades 170 # ISG Provider Lens™ Utilities Industry - Services and Solutions |Firm|Report type|Title| |---|---|---| |ISG|Lens|ISG Provider Lens™ Utilities Industry - Services and Solutions| |NelsonHall|NEAT|Wealth & Asset Management Services 2021| |Everest Group|PEAK Matrix|Finance and Accounting Outsourcing (FAO) - Service Provider Landscape with PEAK Matrix® Assessment 2021| |IDC|MarketScape|IDC MarketScape: Worldwide Life Science R&D ITO Services 2021 Vendor Assessment| |IDC|MarketScape|IDC MarketScape: Worldwide Life Science R&D Strategic Consulting Services 2021 Vendor Assessment| |Everest Group|PEAK Matrix|Procurement Outsourcing (PO) - Service Provider Landscape with Services PEAK Matrix® Assessment 2021| |Everest Group|PEAK Matrix|Exploring the Future of Mobility: Autonomous, Connected, Electric, and Shared (ACES) Mobility Automotive Engineering Services PEAK Matrix® Assessment 2021| |IDC|MarketScape|IDC MarketScape: Worldwide Life Science R&D BPO Services 2021 Vendor Assessment| |Avasant|RADAR|Avasant Higher Education Digital Services 2021-2022 RADARVIEW™| |IDC|MarketScape|IDC MarketScape: Worldwide Artificial Intelligence IT Services 2021 Vendor Assessment| |IDC|MarketScape|IDC MarketScape: Asia/Pacific (Excluding Japan) Managed Cloud Services 2021 Vendor Assessment| |Gartner|Magic Quadrant|Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services, Global| |NelsonHall|NEAT|Procurement Transformation 2021| |Everest Group|PEAK Matrix|Network Transformation and Managed Services PEAK Matrix® Assessment 2021| |Forrester|Wave|The Forrester Wave™: Application Modernization And Migration Services, Q3 2021| |Forrester|Wave|The Forrester Wave™: Continuous Automation And Testing Services, Q3 2021| |Everest"
+"Group|PEAK Matrix|Capital Markets Operations - Services PEAK Matrix® Assessment 2021| |Everest Group|PEAK Matrix|Data and Analytics (D&A) Services PEAK Matrix® Assessment 2021| |IDC|MarketScape|IDC MarketScape: European Smart Manufacturing Service Providers 2021 Vendor Assessment| |HFS|Top 10|Banking and Financial Services - The Best of the Best Service Providers 2021| |Everest Group|PEAK Matrix|Application and Digital Services in Banking PEAK Matrix® Assessment 2021: Global and Europe Focus| |Everest Group|PEAK Matrix|Application Transformation Services PEAK Matrix® Assessment 2021| |Everest Group|PEAK Matrix|Life Sciences Operations - Services PEAK Matrix® Assessment 2021| |HFS|Top 10|HFS Top 10 Supply Chain Service Providers| |Gartner|Magic Quadrant|Magic Quadrant for SAP S/4HANA Application Services, Worldwide| |IDC|MarketScape|IDC MarketScape: Asia/Pacific Cloud Security Services 2021 Vendor Assessment Study| # Integrated Annual Report 2021-22 Awards and Accolades | 171 # Firm # Report type # Title |IDC|MarketScape|IDC MarketScape: Worldwide Artificial Intelligence Business Services 2021 Vendor Assessment| |---|---|---| |Everest Group|PEAK Matrix|IT Managed Security Services PEAK Matrix® Assessment 2021| |NelsonHall|NEAT|CX Services in BFSI 2021| |IDC|MarketScape|IDC MarketScape: Worldwide Smart Manufacturing Service Providers 2021 Vendor Assessment| |Chartis|Market Quadrants|GRC Solutions: RiskTech Quadrant® for conduct and control solutions, 2021| |Chartis|Market Quadrants|GRC Solutions: RiskTech Quadrant® for GRC analytics, 2021| |Chartis|Market Quadrants|GRC Solutions: RiskTech Quadrant® for MRM solutions, 2021| |IDC|MarketScape|IDC MarketScape: Worldwide Artificial Intelligence Services 2021 Vendor Assessment| |IDC|MarketScape|IDC MarketScape. Asia/Pacific Intelligent Automation Services 2021 Vendor Assessment| |Everest Group|PEAK Matrix|S/4HANA Services PEAK Matrix® Assessment 2021| |NelsonHall|NEAT|Cognitive & Self-Healing IT Infrastructure Management Services 2021| |HFS|Top 10|HFS TMT (Telecom, Media, and Technology) Service Providers Top 10 2021| # PARTNER * Won over 30 awards from technology alliance partners: - 2020 Google Cloud Breakthrough Partner of the Year for demonstrating innovative thinking, outstanding customer service, and best-in-class use of Google Cloud products and solutions. - Two 2021 Microsoft Partner of the Year Awards - Azure Intelligent Cloud in France and Dynamics 365 Field Service in the US, for demonstrating excellence in innovation and providing outstanding solutions and services based on Microsoft technology. - Named to the Microsoft Business Applications 2021/2022 Inner Circle, for the high standard of excellence in building innovative solutions that help customers achieve their growth and transformation objectives. - Application Transformation and Migration Partner of the Year at the AWS Partner Awards in Australia and New Zealand. - Consulting Winner along with customer Stellantis (formerly Fiat Chrysler Automobiles) for Marketing Cloud at Salesforce Partner Innovation Awards 2021. - Solutions implemented by TCS for SAIL and Trent won the SAP ACE Awards 2021 in the Manufacturing Transformation and Game Changer categories respectively. - Won SAP EMEA North Award for Service Partner Excellence 2022 for Integrated Delivery Experience. - Automation 360 Cloud Partner from Automation Anywhere in India, Middle East & Africa. - Won Automation Anywhere Partner of the Year 2022 awards in the categories Migration Partner - India, Knowledge Partner - India and Americas and AARI Solutions Partner - EMEA at the company's annual Virtual Partner Summit. - LATAM 2021 Partner of the Year in the Product Sales Leadership category from Automation Anywhere. Awards and Accolades | 172 # Awards and Accolades - Recognized as the 2022 Americas Premier Partner of the Year by MuleSoft. - Celonis BPO Partner of the Year at the Celonis Ecosystem Summit 2021. - Won the World Leadership Congress Award for world-class operations at the All-Women Business Process Services and IT Center in Riyadh, Saudi Arabia. - Top Performing - GSI Partner and Game Changer - Enterprise Business category in India and South Asia at the Red Hat Partner Awards. - IFS Solutions Partner of the Year and IFS Services Partner of the Year (Enterprise Category) at the 2021 IFS Partner of the Year Awards. - Global Partner of the Year 2020 for Integration and API from Software AG. - Intel Partner of the Year 2021. - HPE GreenLake Ecosystem Partner of the Year 2021. - Creatio Partner of the Year FY2021 Award of Excellence. - Zscaler's Global Solutions Integrator Partner of the Year 2021. - MongoDB Global System Integrator Partner of the Year Award for its bold, innovative solutions that accelerate the growth and transformation journeys for businesses across industries. - Cohesity GSI Innovation Partner of the Year FY21, for accelerating innovation and increasing the ease of doing business. - Named the Ivalua APAC Partner of the Year 2021. - Strong Growth - Identity and Access Management Partner of the Year 2021 by CyberRes, a Micro Focus line of business. - Named International Partner of the Year 2021 by Ping Identity. - Recognized as GSI Partner of the Year 2021 by GoTo Partner Network. - Named Qlik's North America System Integrator of the Year."
+"File: AR_TCS_2021_2022.md - System Integrator Partner Innovation award from Qlik. - TCS' Assisto, an innovative solution developed by TCS Rapid Labs, was awarded Social Impact Solution of the Year at the NASSCOM Engineering R&D Awards, 2021 for the use of the cognitive speech algorithms that generate speech output in the tone, mother tongue and near-real sound of the child using it. - Named in Points of Light's Civic 50 List for the Fifth Consecutive Year for TCS' commitment to drive social impact of its community engagement programs. - TCS Bringing Life to Things ™ IoT Lab awarded CMO Corporate Social Responsibility Award at CMO Vision and Innovation Awards 2021. # Corporate Social Responsibility # Overview Through its unique engagement model, TCS leverages its intellectual capability, technology expertise, large employee base volunteering their time and skills and of course financial capacity to invest in programs that deliver longer term social impact across the globe. TCS' vision is to empower people and communities to build self-reliance through technology while promoting the values of fairness, equity and respect for human rights. Its mission is to connect people to opportunities in the digital economy while building equitable, inclusive pathways for all - especially women, youth, and marginalized groups. TCS has been a signatory to the UN Global Compact (UNGC) since 2006 and is aligned with its ten principles. The Company supports the principles contained in the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights. These principles guide TCS' community initiatives. The company continues to invest in addressing the most pressing needs of the community, focusing on education, skilling, employability, and digital entrepreneurship with a focus on bridging the opportunity gap for people and communities. It invests in health and wellness, water sanitation and hygiene, conservation, and disaster relief efforts to support the basic needs of communities. In FY 2022, TCS estimates that its global community initiatives reached more than 1.7 million beneficiaries, made possible by over 58,900 employees contributing over 700,000 hours of their volunteering time to support local community initiatives. Integrated Annual Report 2021-22 Corporate Social Responsibility | 174 # Mapping of TCS' CSR Programs with SDG Goals |Employmen|Skilling|Education|Entreprencurship| |---|---|---|---| |{CsEmpowers|Support - Pro-Bono Technology|Thought Leadership:|Research And Insights| |Employee Volunteering Program|Health and Wellness, Wash|52|10 = 086| Integrated Annual Report 2021-22 Corporate Social Responsibility | 175 # Adult Literacy Program - Creating access to literacy on a path to livelihoods The impact of this program has been transformational and transgenerational. It is promoting social inclusion, financial stability and economic growth, empowering neo-literates with better access to the financial system, government benefit programs and a greater say in family and community decision-making. Despite years of investments, illiteracy continues to be a core impediment stopping individuals from realizing their potential. TCS' Adult Literacy Program, through its digital literacy solution has been addressing this over the past 2 decades in India and West Africa. Women have been a key target group, with the program offering them a path to financial independence and an opportunity to be role models for their children, especially girls, in their families. Till date, over 1.08 million learners, over 80% of them women, have benefited from this program. The program runs in over 162 districts across 20 states and union territories across India, and also in Burkina Faso, West Africa. # Program outcomes include: - 81% of the learners have encouraged their own children especially girls to go to school. - 75% learners expressed that their self-esteem has increased because of this program. - 67% learners feel that they have started participating more in the decision-making process in their family. TCS has further expanded the scope of this program in response to India's new National Education Policy, which emphasizes the need for digital literacy, financial, legal, and electoral literacy, disaster management and environmental literacy in addition to functional literacy, to empower communities. New modules on the platform include financial literacy skills (8-10 hours), digital literacy skills (5-7 hours), citizen entitlement awareness (3-4 hours) and disaster risk reduction awareness (8-10 hours). In FY 2022, over 7,400 learners gained basic literacy skills. # Ignite My Future (IMF) - empowering educators and creating skills of the future As technology change accelerates, the workforce of tomorrow requires new age skills and capabilities to be productive."
+"Computational thinking is one such futuristic skill that not only provides learners with a problem-solving mindset, but also enables access to high skilled jobs, enabling communities to benefit from the adoption of new technologies. However, there has been limited integration of this skill within classrooms across the globe. Educators that play a key role in creating access are themselves. Introduced to TCS's digital literacy solution ALP, Sampa gradually started taking interest in learning, drawn by the colourful and attractive content. She was seen observing the letters and numbers on her own, and slowly started comprehending them. She took everyone by surprise when the National Institute of Open Schooling results were announced, and she got an A grade. It took 5 long years to bring her back to a life of self-dignity. Sampa now works in a café run by the partner organization, and is able to handle the finances of the café business and contribute meaningfully. Integrated Annual Report 2021-22 Corporate Social Responsibility | 176 # Integrated Annual Report 2021-22 # Corporate Social Responsibility not empowered to embed this within the learning curriculum. learning demands, all aspects of the program were restructured for online delivery, remaining inclusive of communities with varying digital access and tools. * $10K+ average savings to each district and educator from free training. goIT (go Innovate Together) - Digital Innovation Program for Students The jobs of tomorrow are changing rapidly. Economies around the world are dealing with the disparity between the needs of employers and the skills that youth possess. According to the National Science Foundation, it is predicted that 80% of the jobs created in the next decade will require some form of math and science skills. The lack of sufficient numbers of students pursuing these streams, and insufficient focus on innovation, problem-solving and creativity in school curricula, are seen as big challenges to the digital economy. TCS' IMF, implemented in North America, UK, India, Latin America and APAC, has created global access for educators and students to hone this skill set. Equity and inclusion are integrated in the program design, to specifically enable access for underserved students from marginalized communities. IMF launched its largest Global Innovations Teacher Project to-date with 24 teachers from 5 countries reaching over 500 students. Over 100 TCS employee volunteers supported the 6-week project. In FY 2022, the program empowered nearly 435,000 students and educators. # Program outcomes include: - 81% educators were ready to use resources in their classroom post-training. - 90% educators reported they have returned to in-person instruction. Anne LeBlanc is a middle school teacher at Halifax Regional in Nova Scotia, Canada. Anne uses Ignite My Future resources to make computational thinking come to life for her students, in all core subjects. She and her students have participated in two IMF Global Collaborations through which she has had the opportunity to collaborate with teachers from around the world. Through this project, that relies on students' using computational thinking to solve a global problem, Anne has found that her classroom gets bigger and the world gets smaller for her students. This project has also been beneficial to one of her French speaking students as he is able to translate his videos and other students' videos allowing collaboration to happen even across language barriers. ""My students have found that through connecting with other students outside of their community they are more alike, than they are different."" Anne supports and collaborates with like-minded educators though IMF global network of Learning Leaders. # TCS' flagship digital innovation and career readiness program, goIT goIT (go Innovate Together) prepares students with the skills and mindsets to pursue careers of the future. Through engaging design workshops and custom mentorship experiences, goIT benefits students by challenging stereotypes and inspiring future leaders to pursue the careers of tomorrow, most of which will involve STEM and the computer sciences. goIT uses a four-pronged model of: 1. volunteer driven engagements, in-person or virtually, 2. seamless year-round connects via goIT Online, 3. SDG-focused monthly challenges and 4. Custom mentorship experiences designed to introduce student local experts and opportunities. Each prong, layered with partnerships with school districts and mentoring by industry professionals from TCS, makes goIT a unique program that helps students develop core skills that enable them to be productive in the jobs of tomorrow. After over a decade of success and a footprint of 40 countries, goIT has now benefited over 100,000 students who have designed more than 26,000 tech-for-good digital innovation prototypes."
+"In FY 2022, more than 30,000 students and educators benefited from this program. # Program outcomes include: - 87% students felt they could be computer scientists after their goIT experience. Four learners from Sinenjongo High School in Cape Town, celebrated their win in the goIT Tech-savvy Challenge, hosted by TCS in partnership with Steam education specialist Sakhikamva Foundation. The event saw more than 455 participants from nine high schools across the Western and Eastern Cape battle it out with their ideas for a winning app that could change their local communities. Eventually, learners from Sinenjongo High and Goodwood College took the top three positions. The founder of Sakhikamva Foundation, Fatima Jakoet said the foundation was impressed by all the participants of the competition but inspired by learners from Cape Town who worked hard to win the tech challenge. ""What we have seen in this year's South African goIT Challenge is young people expressing their ability to be problem-solvers who can contribute to a better world,"" said Jaconet. Speaking about her team's app idea, WO-MEN, Sinenjongo High School learner Lilitha Masizana said: ""We are so happy and excited to have won, and as a team we stand by what our app was designed to do - to promote gender equality and the acceptance of gender diversity, which includes a conversation platform to highlight the impacts of gender inequality."" - 96% students reported that they gained positive insights from their TCS volunteer mentor. - 80% showed an increased interest in STEM and Computer Science. - 88% students demonstrated an understanding of how technology can be used to improve their community. Corporate Social Responsibility | 178 # Youth Employment Program - connecting India's rural youth to careers in digital economy TCS' Youth Employment Program (YEP) focuses on one of the biggest challenges in India, which is unemployment, underemployment, and lack of access to high paying jobs among youth. It is estimated that 7 million people are annually added to the workforce, but the education and skills profile of the existing workforce is very poor - especially in rural and semi-urban locations. The pandemic has created an even bigger need to integrate digital and technology related skills within the learning experience to ensure that youth can avail of the jobs that are available in the market. YEP connects India's youth to careers in the digital economy through the development of competencies in numerical ability, logical reasoning, communication, programming and domain skills. The program also provides career guidance and interview skills to help youth navigate through opportunities available in the market. Over the last two years, the program has gone virtual. The program has: - Enhanced employability of rural underprivileged youth from socially, economically and geographically disadvantaged communities. - Ensured continuous availability of highly skilled and cross-functional talent pool for the industry. - Increased diversity and gender parity within the workforce while creating inclusion and access for marginalized groups across the country. - Promoted sustained and inclusive economic growth, full and productive employment and decent work. In FY 2022, more than 19,700 students were trained in India and LATAM, of whom more than 7,400 students gained employment in sectors such as IT and ITeS, Retail, Banking and others. Today, the program runs in 35 States & Union territories across India. Biki Minj is a young woman who had never seen her father's face. She was brought up by her widowed mother, a tea garden labourer in Darjeeling and a worker in the children's hostel. Biki had dreams of attending college after she graduated from high school, but the family could not afford it. Instead, she took up a hospitality management course and joined an airline as ground staff in Kolkata. Unfortunately, the airline went out of business, forcing Biki to look for other work. She ended up in a small town in the Uttar Dinajpur district of West Bengal teaching English in a school for four years. During that period, she continued her BA studies in IGNOU through distance learning and became a Graduate in English. On a trip to Siliguri, Biki learned about TCS' Youth Employment Program that was about to be launched in the city. She enrolled herself for the training and travelled 30 km every day from her grandmother's house to reach the training centre. Biki worked tirelessly, learning as much as she could during the program and earning recognition from her instructors. Her efforts paid off when she was offered a full-time position at TCS during a recruitment drive in Siliguri."
+"Since she joined TCS, Biki has been able to experience a freedom she never thought possible. Earning a regular salary allowed her to begin saving money to build a house for herself and her mother, a house that will one day be testimony to a life of independence and self-respect. # Program outcomes include: - 4X enhancement in income for individuals from marginalized communities in comparison to elementary occupations. - 80% indicated that better jobs led to a change of role as earning member. - 74% indicated an enhancement of status in the family and community. # Entrepreneurship and Self-Employment India has 30% youth unemployment (15-29 years) compared to a 15% global average, and 325 million Indians are from historically disadvantaged and marginalized communities. Lack of proper technology infrastructure, knowledge and resources in villages have prevented communities from accessing opportunities presented by the digital economy. Since 2014, the TCS' BridgeIT program has addressed social inequalities by empowering marginalized youth to become rural entrepreneurs and civic leaders in their villages. Partnering with local NGOs, TCS engages the cohort through a 5-year period, offering them skills, mentoring, technology, tools and resources. These digital entrepreneurs become serve as the last-mile-connect for people in the villages, delivering essential digital services in the areas of education, adult literacy, unemployment, social discrimination. This program has: - Upskilled young men and women from marginalized communities to be successful digital entrepreneurs. Twenty-seven-year-old entrepreneur Bapi Raita is a member of the Saura tribe which has some of the most severe problems with obtaining adequate nutrition in India. Starvation deaths are common among the Saura. Despite earning a diploma in Civil Engineering, Bapi was forced to do odd jobs to make ends meet for his family. Bapi married, moving to Bangalore with his wife and working in a garment factory for nearly a year. When his wife fell ill, Bapi was had no choice but to return to his village to help manage her care. Still needing to earn money to support his family, Bapi learned about BridgeIT from a local NGO in Odisha and registered for the training. Over the course of the program, Bapi learned how to do business in the digital space with the training and mentoring provided by the BridgeIT facilitators, an opportunity which would have never been possible. On completion of BridgeIT, and with equipment donated by TCS, Bapi was able to start his own online business. As his business began growing, so did his earnings. Bapi is now earning nearly ` 1.30 lakhs from just ` 4,000 before completing BridgeIT. Bapi also wears BridgeIT Cluster Lead's hat for the area where he operates in. With this comes the responsibility to mentor seven other digital entrepreneurs from nearby villages. He gets a great sense of fulfilment when he carries out his role as a Leader. Bapi proudly says, ""BridgeIT has changed my life and has brought hope of a good future for me and my family. It has brought brightness to our lives and our community."" Integrated Annual Report 2021-22 Corporate Social Responsibility | 180 # Empowered them with digital technologies The program has received high appreciation from stakeholders in the government and social organization such as Social Alpha, Tata Trusts and Unltd India. There has been immense interest from various parts of the country in replicating the DISQ model. DISQ collaborated partners to identify potential opportunities for students. Enabled them to educate students in Government schools and support literacy for adults through digital tools and resources. Currently running in 30 districts across India, TCS' vision is to expand this program to all of India's aspirational districts. In FY 2022, BridgeIT has enabled 321 entrepreneurs across 20 districts in 9 States. # Program outcomes include: - 1.5X earnings compared to other self-employed individuals in rural areas. - 95% indicated increased income and improved standard of living. - 92% women indicated higher self-esteem at home. Ekatvam Innovations Program outcomes the 'Most Promising Solution' globally by a panel of water experts from Ramboll, Grundfos and the International Water Association in a global competition. They were awarded scholarships to participate in the International Water Congress 2022 in Copenhagen. Overall, the program has supported 12 solutions in reaching self-sufficiency. # Thought Leadership, Research and Insights # Digital Empowers Digital Empowers, TCS' global thought leadership program in CSR, explores the intersection of technology and social impact, spotlighting the crucial role technology plays in finding solutions for intractable social issues."
+"The purpose of the program is to raise awareness of digital technologies and social issues, explore the art of what's possible, and foster cross sector partnerships. DISQ has nurtured over 55 changemakers from around 590 innovators since 2016. Integrated Annual Report 2021-22 Corporate Social Responsibility | 181 # TCS runs the Pitch for Purpose, a competition # Health and Wellness online viewing directly by patients, without the need for physically visiting the hospital to collect reports. Healthy communities can drive better economic development and a feeling of wellbeing. TCS recognizes the importance of health and wellness, and promotes it among its employees as well as in local communities across the world. Its CSR initiatives seek to create new, systemic solutions that address society's biggest health challenges. # Water Sanitation and Hygiene Jal Jeevan Mission, a project by the Ministry of Jal Shakti, Government of India, has been supported by the Tata Group, with TCS providing key expertise in applying a 'Bridgital model' for monitoring rural water service delivery as well as enhanced stakeholder engagement via digitally enabled workflows. To address several issues in rural water supply, TCS created an IoT-based smart water management solution for remote monitoring and control. This innovative solution is end-to-end, from source to tap, feature rich, uses advanced analytics and has high fidelity with over 99.9% uptime and accuracy. It can work in poor cellular network coverage areas (particularly in remote and rural villages) and is powered by solar power, best suited for off-grid environments. A 15-bed COVID-19 care facility was setup and made operational at the Cancer Institute during the second COVID wave to facilitate care for COVID-affected patients. Patient Care Coordinators (PCCs) at TMC Kolkata continued to support patients by managing virtual-consultation processes, pediatric OPD appointments, patient crowd management and new patient management. Patients Investigation Reports were made available on the TMC website for online viewing. This solution has so far helped provide regular, adequate, and clean drinking water to nearly 75,000 beneficiaries across 14 villages spread across 8 states and union territories in India. It has helped identify distribution issues - such as outages, leakages or low pressure, and led to timely resolutions. It recently alerted both officials and the patients. Integrated Annual Report 2021-22 # Pro-Bono Technology Support to Social Organisations As part of TCS' pro-bono technology support interventions or Tech4Good Programme, TCS continues to help community-based organizations and non-profits seeking to create social and environmental impact across the globe. TCS has been leveraging its abundant technology and Intellectual capital to create exponential impact across the globe by delivering pro-bono digital services to social organizations. The company's engagement strategy utilizes its contextual knowledge and the knowledge from a diverse network of experts to develop innovative solutions to unique problems within the community. # Local Community Initiatives In a local community of fast depleting groundwater levels, the villagers built a source strengthening structure to recharge their borewell. # TCS' Social Innovation Lab TCS' Social Innovation Lab in close collaboration with TCS Research and Innovation group, helps participants of the Youth Employment Program generate standardized resumes, setting them up for success in the job market. The application, The Resume Builder, has been piloted with over 3,000 YEP participants and is slated to expand further in the future. ""Thanks to the great support of TCS experts, San Martino was able to design and implement a Career Guidance section on their website specifically designed for international students,"" explained Mario Porcelli, Managing Director for San Martino Servizi. # Impact in North America and Australia In North America, TCS continues to build pro-bono digital solutions for organizations like The Council for Responsible Sport, International Medical Corps and so on. The Council for Responsible Sport helps sporting organizers assess the Environmental, Social, and Governance impact of events and has been helping organizers of events like the Bank of America Chicago Marathon to track their resource usage and impact for years. ""Since TCS helped us develop the calculator, we have been able to reach greater audiences both through our website and networks and also through our members,"" said Omer Soker, CEO, Charitable Recycling Australia. # Support During the Pandemic In Australia, TCS provided pro bono technology empowerment to Meals on Wheels NSW, Food Ladder, Charitable Recycling Australia, The Indigenous Marathon Foundation and Briometrix so they could continue to support people who depended on their services even during the pandemic."
+"# Support for San Martino In Italy during the peak of the pandemic, TCS supported San Martino, a social enterprise focused on helping non-nationals living in Italy start their careers to create a fair ground for employment. TCS designed, developed and implemented a digital solution so they can continue to help people from all backgrounds across Italy kickstart their careers. # International Medical Corps For International Medical Corps, a global, non-profit, humanitarian aid organization spread across 30 countries in Africa, Asia and beyond, TCS' 2,000-hour pro bono commitment to the 'Re-Score project' helped envision the Council's drive to create a digital solution, leveraging cloud-based technology that would serve as a first-of-its-kind in the field. Re-Score makes credible guidance and performance tracking accessible to all organizations that host sporting events. # Community Benefits - Ensure equitable and adequate water quantity, quality and periodicity. - Reduce water borne diseases through water quality monitoring. - Improve lives of rural households, especially women and girls. # Middle East with a focus on providing health services support, clean water and hygiene File: AR_TCS_2021_2022.md Praveen Kumar a TD faculty from MBU, started volunteering for goIT program with training workshops for around 400 students from a nearby school in Kanchipuram. Chai Eng Law an HR Specialist has been an active YEP volunteer for over six years. Once her session was scheduled over a weekend, yet the students seemed incredibly happy to be at the college. As she watched their faces filled with enthusiasm, she knew volunteering for this program would be worth her time and effort, which later turned out to be 100% true. She says, ""I strongly believe that in learning, you will teach, and in teaching, you will learn. YEP gives me the opportunity to practice this belief of mine."" Her weekends would pass by in a blink of an eye, and the benefits from this program far outweighed the inconveniences she faced. # Employee Engagement TCS' skill-based CSR initiatives offer volunteering opportunities to employees, helping them give back to the communities, imbuing them with a higher sense of purpose. Our people-centric investments go beyond the boundaries of our organization, into communities across the world, where we support initiatives to bridge the digital divide, and address some of the most pressing issues in countries where we live and work. TCS' Employee Volunteer Program (EVP) offers opportunities to employees for contributing their time and effort towards societal well-being, while sensitizing them to the issues that are plaguing the world. Volunteering fosters a sense of fraternity, bringing employees together and engaging them in ways beyond work. During the devastating second wave of COVID-19 in India, EVP team has worked with various internal TCS teams such as Safety First, Cares to create the content for several community support initiatives. The content was then used to create awareness. He interacted with students during sessions on problem-solving and design thinking, and was amused by how they related to the concepts in their own unique ways. He says seeing students view the process of learning as a game transported him back to his school days. He also believes that being around students can help one forget about their sorrows, anxieties, and stresses, hence boosting one's energy and spreading positivity. His journey continues to shape many more subsequent generation's students, preparing them for 21st-century skills. He has also been an active faculty member for weekly YEP workshops, conducted several business communication sessions for YEP colleges in Tamil Nadu. He urges other volunteers to deliver the courses with enthusiasm, provide examples and share real-world references to enable students to relate to concepts and apply their learnings in everyday activities. She felt overwhelmed when she saw her students gradually overcome their hesitation to converse in English and eventually became more confident in spoken English. She recalls, one day as she was about to enter the lift in her office building, she spotted a young associate stepping out of the lift. Her joy knew no bounds when she recognized this person as a YEP trainee who had appeared at a mock interview conducted by her. Integrated Annual Report 2021-22 Corporate Social Responsibility | 184 # On the Importance of Vaccination to Curb Vaccine Hesitancy Facilitating mental health awareness sessions for beneficiaries of the CSR initiatives and the community at large. EVP team has owned and managed this entire process by liaising with internal CSR teams and external TCS functions."
+"More than 58,900 TCS associates volunteered nearly 700,000 hours towards various programs in FY 2022 aligned to Sustainable Development Goals 3, 4, 5, 8, 10, and 13. # Empowering Communities in the Fight Against COVID-19 Initiatives to help communities deal with the pandemic, launched in the prior year along with TATA Group companies continued in FY 2022. With the support of TCSers across the globe, the company continued to help those that needed it the most. Key highlights: - Through Pro Engage, TCSers from 13 countries and 8 regions supported 204 pro bono projects, contributing 14,000+ hours to NGOs in India, NA, and LATAM. - IMF kicked off a Global Teacher Collaboration with 29 teachers from 5 countries, engaging 100+ volunteers from NA and LATAM over 6 weeks. - Celebrated the 7th annual Sadhana Month, through which over 16,000+ volunteers from India, NA, and LATAM donated 215,000 hours of service in their local communities. - Leaders with Purpose, a civic leadership program designed to nurture and prepare TCS leaders with the skill to lead societal change, which was successfully running in North America. # Program Outcomes Include: - TCS donated 1,170 oxygen concentrators and 252 ventilators across 15 states in India and mobilized thousands of employees, customers, and partners to support our COVID response. - Dependents of those who lost their lives to the pandemic were enrolled in TCS' Youth Employment Program, where they were trained and groomed to improve their employability. New livelihood avenues were made available for 1,600 COVID-affected families. - TCS' BridgeIT entrepreneurs supported their local communities, helping out with vaccine registration, accessing online COVID reports, and online government initiatives. # Basic Provisions Basic provisions such as rice, cooking oil, sugar, and canned food were provided to underprivileged, poor, and disabled families. # Digital Support for Education With all schooling going virtual, TCS donated laptops and mobile broadband connections to students from low-income families, and volunteers conducted sessions on internet literacy. Integrated Annual Report 2021-22 Corporate Social Responsibility | 185 # Business Responsibility & Sustainability Report # SECTION A: GENERAL DISCLOSURES 9. Financial year for which reporting is being done: Financial year 2021-22 (April 1, 2021 to March 31, 2022) |1. Corporate Identity Number (CIN) of the Listed Entity:|L22210MH1995PLC084781| |---|---| |2. Name of the Listed Entity:|Tata Consultancy Services Limited| |3. Year of incorporation:|1995| |4. Registered office address:|9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, India| |5. Corporate address:|TCS House, Raveline Street, Fort, Mumbai 400 001, India| |6. E-mail:|corporate.sustainability@tcs.com| |7. Telephone:|+91 22 6778 9595| |8. Website:|www.tcs.com| |12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report:| | |Name:|Milind Lakkad| |Designation:|Chief Human Resources Officer| |Telephone number:|+91 22 6778 9999| |E-mail id:|corporate.sustainability@tcs.com| 1 GRI 2-1, GRI 2-3 Integrated Annual Report 2021-22 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 186 # 13. Reporting boundary Are the disclosures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together). |Data|Basis|Exclusions| |---|---|---| |Financial|TCS' consolidated global operations|None| |Human Resources|TCS' global operations, including wholly owned subsidiaries.|&lt; 0.2% of the consolidated headcount.| | |Disclosures pertaining to employee benefits, performance appraisals and statutory topics are specific to the workforce based in India.| | |Environmental|TCS' Global operations (using operational control approach).|Other TCS' operations accounting for &lt; 4% headcount| The data measurement techniques used, and the basis of calculations and estimates have been mentioned in the relevant areas of this report. TCS does not believe there is any substantial divergence from the GRI Indicator Protocols. The scope, boundaries, and methodology for data analysis in this document remain the same as in the prior year and are mentioned above. There has been no restatement of information or changes in the material topics or boundaries since the prior year. The data is sourced from Ultimatix, TCS' core enterprise platform. Other supporting data is reviewed by relevant third-party assurers as part of ISO and financial audit. GRI Assurance: Ernst & Young has assured the data presented under GRI Standards disclosures as specified in their Assurance Statement. The scope and basis of assurance have been described in their assurance letter. The Board was not involved in seeking this assurance. # II. Products/services # 14."
+"Details of business activities (accounting for 90% of the turnover): TCS provides IT services, consulting and business solutions to many of the world's largest businesses in their transformational journeys. Further details are provided in the Management Discussion and Analysis section of this Integrated Annual Report. # 15. Products/Services sold by the entity (accounting for 90% of the entity's Turnover): Application Development and Maintenance, Consulting and Service Integration, Digital Transformation Services, Cognitive Business Operations and Products and Platforms. Some of the services broadly map to NIC classes 6201, 6202, 6209 and 6311. 54 GRI 2-5 GRI 2-6 Business Responsibility & Sustainability Report | 187 # III. Operations 16. Number of locations where plants and/or operations/offices of the entity are situated: |Location|Number of plants|Number of offices (Delivery offices)|Total| |---|---|---|---| |National|NA|Delivery centers - 113, Offices - 9|122| |International|NA|Delivery centers - 71, Offices - 107|178| 17. Markets served by the entity: a. Number of locations |Locations|Number| |---|---| |National (No. of States)|28 States and 8 Union Territories| |International (No. of Countries)|54| # IV. Employees 18. Details as at the end of Financial Year: FY 2021-22 a. Employees (including differently abled): |S.|Particulars|Total (A)|Male|% (B / A)|Female|% (C / A)| |---|---|---|---|---|---|---| |1.|Permanent (D)|590,662|379,942|64.3|210,720|35.7| |2.|Other than Permanent (E)|17,609|9,924|56.4|7,685|43.6| |3.|Total employees (D + E)|608,271|389,866|64.1|218,405|35.9| Note: - TCS' global headcount excludes employees of non-wholly owned subsidiaries. - All of TCS' workforce is categorized as 'Employees' and none as 'Workers'. Hence in all the sections, details sought of the 'Workers' category are Not Applicable to TCS. - Other than Permanent category includes contractors and interns. b. What is the contribution of exports as a percentage of the total turnover of the entity? The contribution of exports as a percentage of total turnover of TCS Standalone is 94.0%. c. A brief on types of customers TCS works with leading corporations across the world - typically Fortune 1000 or Global 2000 corporations and the public sector. In India, TCS works with departments of the Government of India, various state governments, systemically important entities and the private sector. 6 GRI 2-6 Integrated Annual Report 2021-22 b. Differently abled Employees: |S.|Particulars|Total (A)|Male|% (B / A)|Female|% (C / A)| |---|---|---|---|---|---|---| |1.|Permanent (D)|921|706|76.7|215|23.3| |2.|Other than Permanent (E)|11|8|72.7|3|27.3| |3.|Total differently abled employees (D + E)|932|714|76.6|218|23.4| Note: - Differently abled type includes Hearing, Visual, Locomotor, Orthopedic and Others 7 GRI 2-7 Business Responsibility & Sustainability Report | 188 # 19. Participation/Inclusion/Representation of women | |Total (A)|No. and percentage of Females| | |---|---|---|---| | | |No. (B)|% (B / A)| |Board of Directors|9|2|22.2| |Key Management Personnel|4|0|0.0| |Senior Management|29,966|3,980|13.3| Note: - Key Management Personnel (KMP) are Chief Executive Officer and Managing Director (CEO&MD), Chief Operating Officer and Executive Director (COO), Chief Financial Officer (CFO) and Company Secretary (CS). - Senior Management excludes Directors and KMP. # Turnover rate for permanent employees | |FY 2021-22|FY 2020-21|FY 2019-20| |---|---|---|---| |Male|17.3%|7.5%|12.8%| |Female|17.8%|7.5%|14.2%| |Total|17.5%|7.5%|13.3%| Note: - Turnover rates mentioned above are for TCS' global headcount (including IT and business services), excluding non-wholly owned subsidiaries. # V. Holding, Subsidiary and Associate Companies (including joint ventures) # 21. (a) Names of holding / subsidiary |S. No.|Name of the holding / subsidiary/ (A)|Indicate whether holding/ Subsidiary entity|% of shares held by listed entity|Does the entity participate in the Business Responsibility initiatives of the listed entity? (Yes/No)| |---|---|---|---|---| |1.|Tata Sons Private Limited|Holding|72.3|Yes| |2.|APTOnline Limited|Subsidiary|89|Yes| |3.|C-Edge Technologies Limited|Subsidiary|51|Yes| |4.|MP Online Limited|Subsidiary|89|Yes| |5.|TCS e-Serve International Limited|Subsidiary|100|No| |6.|Mahaonline Limited|Subsidiary|74|Yes| |7.|TCS Foundation|Subsidiary|100|Yes| |8.|Diligenta Limited|Subsidiary|100|Yes| |9.|Tata Consultancy Services Canada Inc.|Subsidiary|100|Yes| |10.|Tata America International Corporation|Subsidiary|100|Yes| |11.|Tata Consultancy Services Asia Pacific Pte Ltd.|Subsidiary|100|Yes| 98 GRI 405-1 10 GRI 2-2 GRI 401-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 189 # Integrated Annual Report 2021-22 # Business Responsibility & Sustainability Report |S. No.|Name of the holding / subsidiary/ (A)|Indicate whether holding/ Subsidiary entity listed|% of shares held by indicated at column A|Does the entity participate in the Business Responsibility initiatives of the listed entity?"
+"(Yes/No)| |---|---|---|---|---| |12.|Tata Consultancy Services (China) Co., Ltd.|Subsidiary|93.2|Yes| |13.|Tata Consultancy Services Japan, Ltd.|Subsidiary|66|No| |14.|Tata Consultancy Services Malaysia Sdn Bhd|Subsidiary|100|Yes| |15.|PT Tata Consultancy Services Indonesia|Subsidiary|100|No| |16.|Tata Consultancy Services (Philippines) Inc.|Subsidiary|100|Yes| |17.|Tata Consultancy Services (Thailand) Limited|Subsidiary|100|No| |18.|Tata Consultancy Services Belgium|Subsidiary|100|Yes| |19.|Tata Consultancy Services Deutschland GmbH|Subsidiary|100|Yes| |20.|Tata Consultancy Services Sverige AB|Subsidiary|100|Yes| |21.|Tata Consultancy Services Netherlands BV|Subsidiary|100|Yes| |22.|Tata Consultancy Services Italia s.r.l|Subsidiary|100|Yes| |23.|Tata Consultancy Services Luxembourg S.A.|Subsidiary|100|Yes| |24.|Tata Consultancy Services Switzerland|Subsidiary|100|Yes| |25.|Tata Consultancy Services Osterreich GmbH|Subsidiary|100|No| |26.|Tata Consultancy Services Danmark Aps|Subsidiary|100|Yes| |27.|Tata Consultancy Services De Espana S.A.|Subsidiary|100|Yes| |28.|Tata Consultancy Services (Portugal) Unipessoal Limitada|Subsidiary|100|Yes| |29.|Tata Consultancy Services France|Subsidiary|100|Yes| |30.|Tata Consultancy Services Saudi Arabia|Subsidiary|100|Yes| |31.|Tata Consultancy Services (Africa) (PTY) Ltd.|Subsidiary|100|Yes| |32.|Tata Consultancy Services (South Africa) (PTY) Ltd.|Subsidiary|100|No| |33.|TCS FNS PTY Limited|Subsidiary|100|Yes| # Holding/Subsidiary Information |S. No.|Name of the holding / subsidiary/ (A)|Indicate whether holding/ Subsidiary entity listed|% of shares held by column A|Does the entity participate in the Business Responsibility initiatives of the listed entity? (Yes/No)| |---|---|---|---|---| |34.|TCS Financial Solutions (Beijing) Co., Ltd.|Subsidiary|100|Yes| |35.|TCS Financial Solutions Australia Pty Limited|Subsidiary|100|Yes| |36.|TCS Iberoamerica SA|Subsidiary|100|Yes| |37.|TCS Solution Centre S.A.|Subsidiary|100|Yes| |38.|Tata Consultancy Services Argentina S.A.|Subsidiary|100|Yes| |39.|Tata Consultancy Services Do Brasil Ltda|Subsidiary|100|Yes| |40.|Tata Consultancy Services De Mexico S.A., De C.V.|Subsidiary|100|Yes| |41.|Tata Consultancy Services Chile S.A.|Subsidiary|100|Yes| |42.|TCS Inversiones Chile Limitada|Subsidiary|100|Yes| |43.|TATASOLUTION CENTER S.A.|Subsidiary|100|Yes| |44.|TCS Uruguay S.A.|Subsidiary|100|Yes| |45.|MGDC S.C.|Subsidiary|100|Yes| |46.|Tata Consultancy Services Qatar L.L.C.|Subsidiary|100|No| |47.|Tata Consultancy Services UK Limited (formerly W12 Studios Limited)|Subsidiary|100|Yes| |48.|TCS Business Services GmbH|Subsidiary|100|Yes| |49.|Tata Consultancy Services Ireland Limited|Subsidiary|100|Yes| |50.|TCS Technology Solutions AG (formerly Postbank Systems AG)|Subsidiary|100|No| |51.|Saudi Desert Rose Holding B.V.|Subsidiary|100|Yes| |52.|Tata Consultancy Services Bulgaria EOOD|Subsidiary|100|Yes| |53.|Tata Consultancy Services Guatemala, S.A.|Subsidiary|100|No| # VI. CSR Details (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) Yes (ii) Turnover (in `) ` 191,754 crore (iii) Net worth (in `) ` 89,139 crore # VII. Transparency and Disclosures Compliances # 23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: |Stakeholder group from whom complaint is received|Grievance Redressal Mechanism in Place (Yes/No)|(If Yes, then provide web-link for grievance redress policy)|Number of complaints filed during the year|Number of complaints pending resolution at close of the year|Remarks|Number of complaints filed during the year|Number of complaints pending resolution at close of the year|Remarks| |---|---|---|---|---|---|---|---|---| |Communities|Yes|https://on.tcs.com/Global-CSR-Policy|0|0|-|0|0|-| |Investors (other than shareholders)|NA|NA|NA|NA|NA|NA|NA|NA| |Shareholders|Yes|As per SEBI Listing Regulations.|87|-|-|86|-|-| |Employees|Yes| |190|14| |287|33| | |Customers|Yes.|Escalation mechanisms are defined in individual client contracts and addressed as per TCS Quality Policy.|65|9| |59|4| | |Value Chain Partners|https://on.tcs.com/WhistleBP| |0|0|-|0|0|-| 11 GRI 2-25 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 192 # 24. Overview of the entity's material responsible business conduct issues Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format |S. No.|Material issue identified|Indicate whether|Rationale for identifying the risk / opportunity|In case of risk, approach to adapt or mitigate|Financial implications of the risk or opportunity| |---|---|---|---|---|---| |1|Talent management:|Risk|Risk of failure in any of the elements of talent management can impact the Company's ability to fulfill demand and grow its revenues.|Kindly refer the Enterprise Risk Management section in Management Discussion and Analysis|Negative| |2|Social responsibility: Health and Wellness of TCS employees and associates|Risk|Has a direct impact on the health of TCS employees besides productivity impact.|Kindly refer to the Employee Health and Wellbeing section of Management Discussion and Analysis|Negative| |3|Environmental Footprint: Climate change|Risk|Extreme weather events due to climate change pose a physical risk of disruption to the company's operations, and the safety and wellbeing of its employees. Additionally, economic disruptions due to transition risks can impact the company's growth and profitability.|Kindly refer to the Enterprise Risk Management section in Management Discussion and Analysis.|Negative| | | |Opportunity|As TCS' customers respond to climate change actions, the company is seeing opportunities to provide technology-led solutions to help them achieve their sustainability goals.|Kindly refer the Enterprise Risk Management section in Management Discussion and Analysis|Positive| 12 GRI 3-2 13 GRI 3-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 193 |S."
+"No.|Material issue identified|Indicate whether risk or opportunity|Rationale for identifying the risk / opportunity|In case of risk, approach to adapt or mitigate|Financial implications of the risk or opportunity| |---|---|---|---|---|---| |4|Environmental Footprint - Water management|Risk|Water scarcity can impair the company's operations and disrupt business.|Employee education around saving water, more efficient use of water in campuses, Rain water harvesting, recycling of waste water.|Negative| |5|Environmental Footprint - Waste management|Risk|Inadvertent non-compliance to existing and emerging regulations around recycling and the circular economy can result in economic penalties and reputation damage.|Reduction in waste generation, maximization of recycling and reuse.|Negative| |6|Social Responsibility - Alignment with Local Communities|Risk|The business must be rooted in community and be aligned with the community's larger interests. Any adversarial relationship can hurt the company's ability to create longer term value.|Fostering local communities, job creation, skill development, supporting local relief efforts where required in times of crisis and paying taxes.|Negative| | | |Opportunity|Structural interventions around generating greater interest in STEM education and STEM careers in the younger generation, can address talent scarcity issues in the future and help build TCS' brand reputation for alignment with local communities.| |Positive| |7|Corporate Governance - Board oversight, Conflict of Interest, Ethics, Risk and Compliance, Succession Planning|Risk|Strong corporate governance is core to achieving the organization's mission and any risks can undermine stakeholder trust, damage reputation and disrupt business.|Kindly refer to ""Material aspects and TCS' approach to them"" in Corporate Governance Report|Negative| # SECTION B: MANAGEMENT AND PROCESS DISCLOSURES |Disclosure Questions|P|P|P|P|P|P|P|P|P| |---|---|---|---|---|---|---|---|---|---| |This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements.| | | | | | | | | | |The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows:| | | | | | | | | | |P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability| | | | | | | | | | |P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle| | | | | | | | | | |P3 Businesses should promote the wellbeing of all employees| | | | | | | | | | |P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized| | | | | | | | | | |P5 Businesses should respect and promote human rights| | | | | | | | | | |P6 Business should respect, protect, and make efforts to restore the environment| | | | | | | | | | |P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner| | | | | | | | | | |P8 Businesses should support inclusive growth and equitable development| | | | | | | | | | |P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner| | | | | | | | | | |Policy and management processes|1|2|3|4|5|6|7|8|9| |---|---|---|---|---|---|---|---|---|---| |1. a. Whether your entity's policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| |b. Has the policy been approved by the Board? (Yes/No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| |c."
+"Web Link of the Policies, if available|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2 - Sustainable Supply chain Policy P3 and P5 - Employees related Policies P4 and P8: CSR Policy P6 - HSE Policy and ESG Policy| |2. Whether the entity has translated the policy into procedures. (Yes / No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| |3. Do the enlisted policies extend to your value chain partners? (Yes/No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| 14 GRI 2-23 15 https://on.tcs.com/Tata-Code-Of-Conduct 16 https://on.tcs.com/WhistleBP 17 https://www.tcs.com/sustainability-strategy 18 HR policies available to employees on Ultimatix, TCS Intranet 19 https://on.tcs.com/Global-CSR-Policy 20 https://on.tcs.com/Environmental-Policy 21 GRI 2-24 22 GRI 2-23 # Disclosure Questions | |P|P|P|P|P|P|P|P|P| |---|---|---|---|---|---|---|---|---|---| |4. Name of the national and international codes/certifications/ labels/ standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.|Y23|Y24|Y25|NA|Y26|Y27|NA|NA|NA| |5. Specific commitments, goals and targets set by the entity with defined timelines, if any.|N|N|N|N|N|Y29|N|N|N| |6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met.|NA|NA|NA|NA|NA|Y30|NA|NA|NA| 23 TATA Code of Conduct 24 iQMSTM, TCS' Integrated Quality Management System, comprehensively integrates the requirements and best practices of the latest industry models, frameworks and standards such as ISO 9001:2015, ISO 20000:2018, ISO 27001:2013, ISO 22301:2019, ISO 27701:2019, ISO 20017:2015, ISO 27018:2019, CMMI® DEV v 2.0 and CMMI® SVC v2.0; Health Safety and Environment Standards ISO 14001, ISO 45001; as well as industry domain specific standards such as AS9100 (Aerospace), TL9000 (Telecom) and ISO 13485 (Medical Devices). 25 ISO 45001:2018 26 TCS is aligned with international laws, principles, and norms, including those contained in the Universal Declaration of Human Rights, ILO Declaration on Fundamental Principles and Rights at Work, United Nations Guiding Principles on Business and Human Rights and are a signatory to the UN Global Compact (UNGC) since 2006. 27 ISO 14001:2015, ISO 50001:2018 28 GRI 3-3 29 70% Reduction in absolute Scope 1 + Scope 2 emissions (vs base year 2016), Net zero by 2030 30 25% Reduction in absolute carbon emissions Y-o-Y; Renewable energy use at 37.2% # Governance, leadership and oversight 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has flexibility regarding the placement of this disclosure) TCS has set forth its new carbon reduction goal to reduce its absolute greenhouse gas emissions across Scope 1 and Scope 2 by 70% by 2025 (over 2016 base year), and to achieve net zero emissions by 2030. The new goal is after having achieved the previous target of reducing its specific carbon footprint by half by 2020 (versus baseline year FY 2008), ahead of schedule. N G Subramaniam, COO & Executive Director, TCS: ""Our net zero goal underlines our renewed commitment to environmental stewardship."
+"To curb emissions and limit global warming to well below 2, preferably to 1.5 degrees Celsius, compared to pre-industrial levels, all organizations will have to reimagine existing business models and aim for sustainable growth. We are in a unique position to combine our purpose-driven world view with digital innovation to not only drive our own sustainability, but also partner with customers, civil society and governments to lead and shape solutions for a sustainable future,"" File: AR_TCS_2021_2022.md At the core of TCS' strategy to reduce its carbon footprint is improved energy efficiency through the addition of more green buildings to the company's real estate portfolio, reduction of IT system power usage, and the use of TCS Clever Energy™, which leverages IoT, machine learning and AI to optimize energy consumption across campuses. TCS' Vision 25x25 is a strategic lever that delinks TCS' business growth from campus expansion, and brings down emissions related to employee commutes and business travel. Other elements of the company's net zero aspiration include greater use of renewable sources of energy and carbon removal offsets. Environmental targets and achievements are part of Natural Capital section, which is on Page 31 of Integrated Annual Report. 31 GRI 2-22 32 https://www.tcs.com/tcs-targets-net-zero-emissions-by-2030 # 8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies). # 9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details. # Disclosure Questions Name: Milind Lakkad Designation: Chief Human Resources Officer Telephone number: 022 67789999 E-mail id: corporate.sustainability@tcs.com The Stakeholders' Relationship Committee (SRC) of the Board of Directors is responsible for decision making on sustainability related issues. |DIN|Name|Designation| |---|---|---| |03611983|Dr. Pradeep Kumar Khosla|Chairman| |00008886|Keki Mistry|Member| |06365813|Rajesh Gopinathan|Member| # 10. Details of Review of NGRBCs by the Company: |Subject for Review|Indicate whether review was undertaken by Director / Committee of the Board/ Any other Committee|Frequency: Annually (A) / Half yearly (H) / Quarterly (Q) / Any other - please specify| |---|---|---| |Performance against above policies and follow up action|Y Y Y Y Y Y Y Y Y|Q H Q Q Q H H Q Q| |Compliance with statutory requirements of relevance to the principles, and, rectification of any non-compliances|Statutory Compliance Certificate on applicable laws is provided by the CEO to the Board of Directors.|Quarterly| # 11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency. |N|Y|Y|N|N|Y|N|N|N| |---|---|---|---|---|---|---|---|---| |Annual where applicable|Annual where applicable|Annual where applicable|Annual where applicable|Annual where applicable|Annual where applicable|Annual where applicable|Annual where applicable|Annual where applicable| # 12. If answer to question (1) above is ""No"" i.e. not all Principles are covered by a policy, reasons to be stated: Not Applicable 33 GRI 2-13 34 GRI 2-9 35 GRI 2-5 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 197 # SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and decisions. The information sought is categorized as ""Essential"" and ""Leadership"". While the essential indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible. # PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. # Essential Indicators 1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year36: |Segment|Total number of training and awareness programmes held|Topics / principles covered under the training|%age of persons in respective category covered by the awareness programmes| |---|---|---|---| |Board of Directors|10|All|100.0%| |Key Managerial Personnel|10|All|100.0%| |Employees other than BoD and KMPs|17,969|All|98.5%| Note: - All the principles laid down in BRSR are covered by TCS mandatory trainings and Tata Code of Conduct (TCoC), which is adhered to by all employees. - Awareness programs covering the applicable principles were held and attended by all respective committee members of the Board and/or the Board of Directors."
+"Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators / law enforcement agencies / judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity's website)37: |NGRBC Principle|Name of the regulatory / enforcement agencies / judicial institutions|Monetary Amount (In INR)|Brief of the Case|Has an appeal been preferred? (Yes/No)| |---|---|---|---|---| |Penalty/ Fine|NIL|NIL|NA|NA| |Settlement|NIL|NIL|NA|NA| |Compounding fee|NIL|NIL|NA|NA| # Non-Monetary |NGRBC Principle|Name of the regulatory / enforcement agencies / judicial institutions|Brief of the Case|Has an appeal been preferred? (Yes/No)| |---|---|---|---| |Imprisonment|NIL|NA|NA| |Punishment|NIL|NA|NA| 37 GRI 2-27 Business Responsibility & Sustainability Report | 198 # 3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed. |Case Details|Name of the regulatory / enforcement agencies / judicial institutions| |---|---| |NA|NA| # 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy Yes. The TCoC contains guidelines on anti-bribery and anti-corruption. TCS is committed to upholding the highest moral and ethical standards, and does not tolerate bribery or corruption in any form. The policy is available on the company website at: https://on.tcs.com/Tata-Code-Of-Conduct # 5. Number of Directors/KMPs/employees against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption: | |FY 2021-22|FY 2020-21| |---|---|---| |Directors|NIL|NIL| |KMPs|NIL|NIL| |Employees|3 (Under fraud)|2 (under Fraud)| Note: - Data specific to India. Cases pertain to employees in continued employment, where investigation by law enforcement agencies is underway, pending conclusion. # 6. Details of complaints with regard to conflict of interest: | |FY 2021-22| |FY 2020-21| | |---|---|---|---|---| |Number of complaints received in relation to issues of Conflict of Interest of the Directors|NIL|NIL|NIL|NIL| |Number of complaints received in relation to issues of Conflict of Interest of the KMPs|NIL|NIL|NIL|NIL| # 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest. Not Applicable 38 GRI 2-23 39 GRI 205-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 199 # PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe # Essential Indicators 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively. |Amount in ` crore|FY 2021-22|FY 2020-21|Details of improvements in environmental and social impacts| |---|---|---|---| |R&D|2,242|1,917|TCS' investments in research and innovation have resulted in solutions like Envirozone™, Clever Energy and IP2™. TCS has been using Clever Energy for the last few years to reduce its energy consumption, and is now commercially selling it and the other two solutions to clients to help them achieve their sustainability goals. Additionally, TCS has been investing in building green campuses (IGBC certified). All of this, along with greater use of renewable energy has helped TCS bring down its carbon footprint by 66% versus base year 2016.| |Capex|2,964|3,139| | 2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) Yes. TCS' Sustainable Supply Chain policy and Green Procurement policy outline its commitment to making its supply chain more responsible and sustainable. The policies are available on our website: |TCS Policy|Web link| |---|---| |Sustainable Supply Chain policy|https://on.tcs.com/SSCP| |Green Procurement policy|https://on.tcs.com/GPP| b. If yes, what percentage of inputs were sourced sustainably? 100% of TCS' suppliers are covered in the responsible sourcing program. 3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. TCS is an IT Consulting Services and Business Solutions company and does not manufacture any products hence this question is not applicable to the company's operations. TCS has defined processes in place for reuse, recycle and safe end-of-life disposal for the products used in its operations. TCS conducts audit on waste recycling vendors for the safe disposal of e-waste, used lube oil, battery waste and other hazardous waste."
+"40 TCS Energy Management Solution - TCS AR FY 2016-17 41 GRI 308-1 42 GRI 306-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 200 # 4. Whether Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. No. EPR is not applicable to TCS. # PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains # Essential Indicators # 1. a. Details of measures for the well-being of employees43: |Category|Total (A)|Health Insurance| |Accident Insurance|Maternity benefits| |Paternity benefits| | |Day care facilities| | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | | |Number (B)|% (B/A)|Number (C)|% (C/A)|Number (D)|% (D/A)|Number (E)|% (E/A)|Number (F)|% (F/A)| | |Permanent Employees|Male|325,241|325,241|100|325,241|100|NA|NA|57|0.02|NA|NA| |Female|182,945|182,945|100|182,945|100|182,945|100|0|0|NA|NA| | |Total|508,186|508,186|100|508,186|100|182,945|36|57|0.01|NA|NA| | |Other than Permanent Employees|Male| | | | | | | | | | | | |Female| | | |Vendors and Contractors are required to adhere with the statutory compliance as per the state rules.| | | | | | | | | | |Total| | | | | | | | | | | | Note: - Data specific to India. - Paternity Leave benefit is applicable only to employees of the erstwhile eServe. - There are no day-care facilities on TCS premises. TCS has location wise tie-ups with third-party run day care centers, which employees can avail of. 43 GRI 401-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 201 # 2. Details of retirement benefits, for Current FY and Previous Financial Year |Benefits|FY 2021-22|FY 2020-21| |---|---|---| |PF|100|100| |Gratuity|100|100| |ESI|6|8| |SA|6|7| |NPS|1|1| Note: * Data specific to India. # 3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard. Yes # 4. Equal opportunity policy Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy. Yes. The Tata Code of Conduct can be accessed at: https://www.tcs.com/tata-code-of-conduct. Additionally, there is a Disability Inclusion Policy governing TCS' India operations, available to employees on the company's local intranet. 44 GRI 201-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 202 # 5. Return to work and Retention rates of permanent employees that took parental leave |Gender|Permanent employees|Return to work rate|Retention rate|Total employees in respective category|No. of employees who are part of association(s) or Union|% (B / A)|Total employees in respective category|No. of employees who are part of association(s) or Union|% (D / C)| |---|---|---|---|---|---|---|---|---|---| |Male| |89%|88%| | | | | | | |Female| |89%|93%| | | | | | | |Total| |89%|93%| | | | | | | Note: - Data specific to India. # 6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief. |Permanent Employees|Other than Permanent Employees| |---|---| |Yes, the employees can use the ""Employee Concerns"" application to log their grievances in TCS internal portal, which will be addressed by the respective stakeholders within the stipulated timelines.|Non-Permanent employees can raise the grievances via Email to the concerned stakeholders.| # 7. Membership of employees and worker in association(s) or Unions recognised by the listed entity: | | | | |Total|No. of employees who are part of association(s) or Union|% (B / A)|Total|No. of employees who are part of association(s) or Union|% (D / C)| | |---|---|---|---|---|---|---|---|---|---|---| | | | | |508,186|55|0.01|415,649| |61|0.01| | | | |Male|325,241|55|0.02|263,178| |61|0.02| | | | |Female|182,945|0|0.0|152,471|0|0.0| | # 8. Details of training given to employees and workers: Training and engagement are an important element for safety awareness. Health and safety training is imparted to employees as a part of the induction module at the time of joining to achieve minimum mandatory health and safety (H&S) competence combined with an annual refresher web based training. Further, TCS engages employees on H&S through various. Note: - Data specific to India. Communication channels like webinars trainings, posters, events, emails, floor meetings, skits, videos, and blog/posts on TCS intranet. Several campaigns like the Road Safety Awareness, Ergonomics Awareness, Fire Safety awareness, Incident reporting engage employees to make them more aware and safety conscious."
+"# The number of employees who have completed the refresher training is given below: |Category|FY 2021-22| | |FY 2020-21| | | |---|---|---|---|---|---|---| | |Total (A)|No. (B)|% (B/A)|Total (D)|No. (E)|% (E/D)| |Employees|Male|379,942|374,645|98.6|367,461|96.7| | |Female|210,720|205,656|97.6|201,314|95.5| | |Total|590,662|580,301|98.2|568,775|96.3| | | |475,694|462,209|97.2|448,770|94.3| Note: - The above data includes all Mandatory Policies related training including Health and Safety. - The above data is based on Globally reported training and excludes employees on Leave Without Pay. - Based on TCS' global headcount of permanent employees. Excludes employees of non-wholly owned subsidiaries. # Details of performance and career development reviews of employees and worker: |Category|FY 2021-22| | |FY 2020-21| | | |---|---|---|---|---|---|---| | |Total (A)|No. (B)|% (B/A)|Total (C)|No. (D)|% (D/C)| |Employees|Male|251,176|248,972|99.1|274,310|271,546| | |Female|131,896|130,857|99.2|153,413|151,473| | |Total|383,072|379,829|99.2|427,723|423,019| Note: - Data specific to India. 49 GRI 404-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 204 # 10. Health and safety management system: # a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system? Yes. TCS is certified to ISO 45001:2018 Occupational Health and Safety (OHS) Management System standard across 124 of its facilities worldwide in FY 2022. These certified locations constitute 82% of office footprint and >96% of people footprint operating from these locations. TCS has a well-defined Occupational Health and Safety (OHS) policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The board-level Stakeholders' Relationship Committee reviews the company's health and safety performance on a half yearly basis. Over 96% of the workforce is represented in joint management-employee health and safety committees that monitor, advise and drive occupational, health and safety initiatives. # b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? Mitigation plan and controls are provided to eliminate the identified hazards and risks. # c. Whether you have processes for employees to report the work related hazards and to remove themselves from such risks. (Y/N) Yes. TCS has a safety incident reporting and management process to ensure that all work-related incidents (which include accidents, near-misses, unsafe conditions and unsafe acts) are reported and closed after taking necessary corrective actions. This is enabled through an online safety incident reporting tool which is accessible to all TCS employees to facilitate transparent reporting. The platform also supports incident investigation and corrective action with the perspective of eliminating hazards and preventing incidents. # d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No) Yes. TCS recognizes that overall physical and mental wellbeing of its employees is integral to its success and growth aspirations. TCS has a people focus approach by involving consulting and training employees on physical health, mental health, and wellbeing. As a part of ISO 45001:2018 Occupational Health and Safety Management System, TCS has a documented procedure to carry out assessment of work-related hazards and risks for all routine and non-routine activities carried out at any location. Hazard and risk identification is carried out by the process owners in consultation with the safety experts. The process owners are responsible to ensure adequate controls are identified and implemented to control the identified OHS risks. TCS has taken a holistic approach to well-being and redefined them to be relevant in these trying times of pandemic. These well-being programs were reimagined to look at various aspects such as COVID-19 support, mental health, ergonomic health, physical health, and safety at home, delivered through digital channels, hospital insurance services, occupational health services and through seamless integration of all stakeholders. TCS Cares initiative has instituted programs for associates. 50 GRI 403-1 51 GRI 403-2 52 GRI 403-2 53 GRI 403-6 Business Responsibility & Sustainability Report | 205 and their families to help cope with the mental stress and anxiety. TCS has been promoting health and wellbeing of employees through Yoga, Fit4Life and similar initiatives. TCS has occupational health centers (OHC) at TCS facilities in India. The employees and contractors who are working at these facilities have access to non-occupational medical and healthcare services as well. Beyond the OHCs, TCS provides comprehensive medical and healthcare services to employees through the company provided medical insurance to employees and their dependents. In overseas geographies, non-occupational medical and healthcare services are provided as per the country regulations."
+"To ensure physical fitness, TCS also has recreational facilities and gymnasiums at many of its facilities for the benefit of the employees. TCS, through its TCS Cares initiative, instituted programs for employees and their families to help cope with the mental stress and anxiety. Online counselling sessions and self-help resources saw an increase in usage. Interactive sessions for grief support as well as extending individual grief counselling to employees through proactive HR connects and reach outs were conducted to extend support to employees battling with losses. Also, a special series of burnout support offerings were deployed to increase awareness and create support strategies for burnout. HR connects were strengthened through Emotional Wellbeing SOPs. Special sessions were organized for stress management for leadership teams for managing the new normal Peer counselling for HRs was done to equip them to handle mental health cases coming from employees. A special series of ""Respond with Care"" offerings, highlighting hope and positive psychology, providing basic emotional first aid skills is also being provided to HRs, Managers and employees. # Integrated Annual Report 2021-22 # 11. Details of safety related incidents Typical to any service sector company operating out of office-based premises, most common injuries occur due to slips, trips and falls or being struck by stationary objects, road accidents in company provided transport. TCS ensures capturing all types of incidents including accidents, near-misses and safety observations and ensuring 100% closure of the reported incidents with appropriate corrective and preventive actions. The safety incident statistics is given below - |Safety Incident/Number|Category|FY 2021-22|FY 2020-21| | |---|---|---|---|---| |Lost Time Injury Frequency Rate| |0.0032|0.0044| | |(LTIFR) (per one million-person hours worked)|Total recordable work-related injuries|Employees|4|5| |No. of fatalities| |0|0| | |High consequence work-related injury|or ill-health (excluding fatalities)|0|0| | # 12. Describe the measures taken by the entity to ensure a safe and healthy work place. TCS recognizes that occupational, health & safety (OHS) and overall physical and mental wellbeing of its employees is integral to its success and growth aspirations as spelled out in its OHS Policy. TCS is committed to provide safe workplaces focusing on preventing injuries, illnesses, and continuously strives to eliminate hazards and reduce OHS risks. 54 GRI 403-9, GRI 403-10 55 GRI 403-2, GRI 3-3, GRI 403-9, GRI 403-10 Business Responsibility & Sustainability Report | 206 # Key Occupational Health Related Risks Key occupational health related risks are associated with the key generic H&S risks identified typical to TCS' nature of operations include workplace ergonomics risks arising due to computer usage, indoor air quality, workplace illumination and noise and fire risk typical to an office building and general office risks including slips, trips, falls, electrical shock, etc. Hazard identification and risk assessment process is conducted to has helped identify each such risk and ensure that proper mitigation measures are put in place to create a healthy and safe work environment. # Mitigation Measures Some of the mitigation measures to prevent or mitigate significant occupational health & safety impacts include: - Provision and maintenance of fire detection, alarm and suppression systems - Regular site review, inspections and audits to assess safety preparedness - Regular mock drills for fire as well as medical emergencies - Provision of ergonomically designed chairs and workstations to prevent musculoskeletal disorders (MSD's) and low radiation computer monitors for better visual health - Digital monitoring of indoor air quality and periodic cleaning of the HVAC ducts to avoid sick building syndrome - Regular training on occupational health & safety training to sensitize employees on OHS aspects to inculcate a culture of safety - Employee engagement campaigns on health & safety topics such as fire safety, road safety, emergency evacuation, ergonomics among others # Number of Complaints | |FY 2021-22|FY 2021-22|FY 2021-22|FY 2020-21|FY 2020-21|FY 2020-21| |---|---|---| | |Filed|Pending|Remarks|Filed|Pending|Remarks| |Working Conditions|40|0| |44|0| | |Health & Safety| | | | | | | # Assessments for the Year % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Health and safety practices: TCS has 124 locations globally certified with ISO 45001:2018, Occupational Health & Safety Standards. 100% of offices have been audited during FY 2022 by qualified internal auditors at TCS. Every year, one third of TCS' locations are identified to be sampled for external/ third party audits. In FY 2022 about 30% of TCS' offices have undergone ISO 45001:2018 audits by External Auditors / third parties. Hence, out of 124 locations globally, TCS has 38 of them undergo external audits by TUV Nord for occupational health & safety."
+"There were no statutory audits conducted on health and safety practices in FY 2022 for any of the offices in India. There are no major H&S risks associated with TCS services as the company provides customized software solutions and IT services. 56 GRI 2-25 57 GRI 3-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 207 % of your plants and offices that were assessed (by entity or statutory authorities or third parties) # Working Conditions TCS locations are subject to site safety inspections and reviews periodically by internal health & safety team with the perspective of checking any health, hygiene and safety hazards and mitigating them. As a part of ISO 45001:2018 audits, TCS locations undergo a site review and assessment to check deployment of operational controls. 100% of TCS' sites get checked and inspected for health and safety aspects during each year. # 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions. There were a few road/transport, slip, trip and fall related incidents during the year which have been investigated and closed with necessary corrective and preventive actions. Defensive driving focus and behavioral based safety practices have been emphasized as corrective measures. # PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders # Essential Indicators # 1. Describe the processes for identifying key stakeholder groups of the entity. TCS engages with a broad spectrum of stakeholders, to deepen its insights into their needs and expectations, and to develop sustainable strategies for the short, medium and long term. Stakeholder engagement also helps to manage risks and opportunities in business operations. The key stakeholders identified in consultation with the company's management are: customers, employees, shareholders, academic institutions, head-hunters, staffing firms, other suppliers, partners and collaborators, industry bodies such as NASSCOM and CII, governments, NGOs, local communities, regulators and society at large. Some other stakeholders that TCS closely engages with - such as industry analysts, equity analysts, and the news media - are proxies for other named stakeholders - i.e. customers, shareholders, and society at large, respectively. Stakeholder interactions might be structured (e.g. surveys, account statements) or unstructured (town halls, 1x1 meetings). Based on mutual convenience and need, the engagement may be scheduled as needed, or pre-scheduled on a periodic basis (fortnightly/ monthly/ quarterly/ annual) or continuous (e.g. website, social media). 58 GRI 403-10 File: AR_TCS_2021_2022.md 59 GRI 2-29 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 208 # 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)|Purpose and scope of engagement including key topics and concerns raised during such engagement| |---|---|---|---|---| |Customers|No|As needed: Project-related calls and meetings; project management reviews; relationship meetings and reviews; executive meetings and briefings; customer visits; responses to RFIs/RFPs; sponsored events; mailers; newsletters; brochures|- Continuous: TCS website; social media (LinkedIn, Twitter, Facebook, Instagram, YouTube) - Half-yearly: Customer satisfaction surveys - Annual: Customer summits; Innovation days; Executive customer surveys; Sponsored Community events |- Understanding client, industry and business challenges - Identifying opportunities to improve TCS' service and products for cross-selling - Deciding on investments and capabilities required to fulfil demand - Understanding client's data privacy and security requirements | |Shareholders|No|As needed: Press releases and press conferences; email advisories; facility visits; in-person meetings; investor conferences; non-deal roadshows; conference calls|- Quarterly: Financial statements in IndAS and IFRS; earnings call; exchange notifications; press conferences - Half Yearly: CEO message on half-yearly financial performance and summary of significant events - Continuous: Investors page on the TCS website - Annual: Annual General Meeting; Annual Report |- Educating the investor community about TCS integrated value creation model and business strategy for the long term - Helping investors voice their concerns regarding company policies, reporting, strategy, etc."
+"- Understanding shareholder expectations | 60 GRI 2-29 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 209 |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)|Purpose and scope of engagement including key topics and concerns raised during such engagement| |---|---|---|---|---| |Employees|No|As needed: Town halls; roadshows; project or operations reviews; video conferences; audio conference calls; one-on-one counselling|- Monthly: @TCS (in-house magazine) - Continuous: TCS website; Ultimatix Notice Board; CEO Connect; CTO Blog; Corporate Corner; Knome; dipstick surveys; grievance redressal system - Annual: PULSE (employee feedback survey); long-service awards; sales meets; Blitz (business planning meet) |- Career Management and Growth Prospects - Learning opportunities - Compensation structure - Building a safety culture and inculcating safe work practices among employees - Ongoing desire for more flexible working hours - Improving Diversity and Inclusion | |Partners and Collaborators|No|As needed: Meetings/calls; COINTM meetings; visits; partner events|- Monthly: Conference calls - Quarterly: Business reviews - Annual: Partner events |- Stronger partnerships - Demand Sustainability - Credit worthiness - Ethical Behavior - Fair Business Practices - Governance | |Academic Institutions|No|As needed: Academic Interface Program; Co-Innovation Network (COIN™) meetings|- Continuous: TCS website; academic portal - Annual: Sangam (high-level academic conference); campus recruitment |- Knowledge-exchange collaboration - Advancing the academic's research program / curriculum enhancement - Job creation - Internship opportunities - Faculty development | |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)|Purpose and scope of engagement including key topics and concerns raised during such engagement| |---|---|---|---|---| |Head-hunters; staffing firms; other suppliers|No|One-time: RFIs/RFPs; empanelment process|As needed: Transactional meetings; periodic reviews; surveys|* Diversity hiring initiatives and what are the biggest challenges| |Industry bodies, Regulators|No|As needed (need basis / usually 1-2 meetings in 3 months' basis): * Conferences and seminars, * working committee meetings, * surveys, * other meetings|Annual: Conferences; summits|* Ensure 100% compliance to all local laws| |Governments; NGOs; local communities; media, industry analysts, society at large|No|As needed: Governance RFIs/RFPs; presentations; project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys; press releases; press conferences; media interviews and quotes; sponsored events, Analyst Days|Continuous: TCS website|* Understand areas for sustainable development * Communicate TCS' performance and strategy; * Manage TCS' brand and reputation; * Share and contribute to thought leadership and insight into public and business concerns; * Discuss TCS' response to responsible business issues; * Work in partnership to develop solutions to global challenges| Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 211 # PRINCIPLE 5 Businesses should respect and promote human rights # Essential Indicators |Category| |FY 2021-22| | |FY 2020-21| | | |---|---|---|---|---|---|---|---| | |Total (A)|No. of employees covered (B)|% (B / A)|Total (C)|No. of employees covered (D)| |% (D / C)| |Permanent|590,662|580,335|98.3|475,694| |462,172|97.2| |Other than permanent|17,609|15,333|87.1|12,393| |10,826|87.4| |Total Employees|608,271|595,668|97.9|488,087| |472,998|96.6| Note: - Training details for TCS Global headcount. 61 GRI 2-24 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 212 # 2. Details of minimum wages paid to employees in the following format62: |Category| | | |FY 2021-22| | | | |FY 2020-21| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | |Total (A)|Equal to Minimum Wage|More than Minimum Wage|Total (D)|Equal to Minimum Wage|More than Minimum Wage| | | | | | | | | | |No. (B)|% (B / A)|No. (C)|% (C / A)| |No. (E)|% (E / D)|No. (F)|% (F / D)| | |Permanent|Male|325,241|726|0.2|324,515|99.8|263,178|373|0.1|262,805| |99.9| | |Female|182,945|557|0.3|182,388|99.7|152,471|282|0.2|152,189| |99.8| |Other than Permanent|Male|9,924|NA|NA|NA|NA|7,231|NA|NA|NA|NA| | | |Female|7,685|NA|NA|NA|NA|5,162|NA|NA|NA|NA| | Note: - Data specific to India - Other than Permanent category consists of contractors and interns. The professional fees / stipends paid to them are not comparable to the salaries paid to employees. 62 GRI 405-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 213 # 3."
+"Details of remuneration/salary/wages, in the following format63: | | |Male| | | |Female| |---|---|---|---|---|---|---| | |Number|Median remuneration/ salary/wages of respective category (₹ Lakh per annum)|Number|Median remuneration/salary/ wages of respective category (₹ Lakh per annum)| | | |Board of Directors (BoD)| | | | |Distribution provided below| | |(a) Executive Directors|2| |2,322.8| |-|NA| |(b) Non-Executive Non-Independent Directors|1| |Nil|1|Nil| | |(c) Non-Executive Independent Directors|4| |237.5| |1|225.0| |Key Managerial Personnel|4| |-|-| |NA| |Employees other than BoD and KMP| | | | |Distribution provided below| | |(a) Junior|161,708| |3.6| |112,476|3.7| |(b) Middle|144,162| |12.8| |67,274|10.2| |(c) Senior|19,234| |34.3| |3,195|32.4| # Notes: - At TCS, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location64. Gaps in median salary between genders at middle and senior levels is due to a higher proportion of women at the junior ends of each cohort. TCS' focused diversity and inclusion programs are expected to narrow this gap over time. - Data is specific to India. - The median remuneration of Non-Executive Directors is Nil (refer serial no. III(iv)(a) of the Corporate Governance Report) - Key Managerial Personnel includes CEO, COO, CFO, CS, erstwhile CFO and CS, who relinquished their offices with effect from April 30, 2021 and October 31, 2021 respectively. The median remuneration of the Executive Directors are covered as a part of BoD. Since the remuneration of CFO and CS is only for part of the year, their median remuneration has not been stated. - Remuneration details of BoD and KMPs are as published in Integrated Annual Report FY 2022. 63 GRI 2-19, GRI 2-21 64 GRI 405-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 214 # 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business65? (Yes/ No) - Yes # 5. Describe the internal mechanisms in place to redress grievances related to human rights issues66. Reporting avenues have been provided for TCS' employees, customers, suppliers and other stakeholders to raise concerns or make disclosures when they become aware of any actual or potential violation of the Company Code, policies or law including human rights violation. Representations made in the reporting avenues are reviewed and appropriate action is taken on substantiated violations. # 6. Number of Complaints on the following made by employees and workers67: |Type of Complaint|FY 2021-22| |FY 2020-21| | |---|---|---|---|---| | |Filed during the year|Pending resolution at the end of year|Filed during the year|Pending resolution at the end of year| |Sexual Harassment|36|16|27|8| |Discrimination at workplace|1|0|1|0| |Child Labour|0|0|0|0| |Forced Labour/Involuntary Labour|0|0|0|0| |Wages|0|0|0|0| |Other human rights related issues|0|0|0|0| Notes: - Data specific to India - The above data is as on March 31, 2022 65 GRI 2-13 66 GRI 2-25 67 GRI 406-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 215 # 7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases Concerns on discrimination and harassment are dealt with confidentially. TCS does not tolerate any form of retaliation against anyone reporting good faith concerns. Anyone involved in targeting such a person raising such complaints will be subject to disciplinary action. # 8. Do human rights requirements form part of your business agreements and contracts? (Yes/No) Yes. # 9. Assessments for the year: |Child labour|TCS internally monitors compliance for all relevant laws and policies pertaining to these issues. There have been no observations by local statutory / third parties in India in FY 2022.| |---|---| |Forced/involuntary labour| | |Sexual harassment| | |Discrimination at workplace| | |Wages| | |Others - please specify| | TCS uses multiple energy sources in its daily operations, electricity being the primary source. Majority of the electricity comes from conventional sources, but TCS has increased the share of renewable electricity (RE) over the years through onsite rooftop solar generation, third party procurement and purchase of Energy Attribute Certificate (EAC) (in select geographies). Other sources of energy include natural gas (mainly used for space heating/cooling), district heating and cooling, fuel used in company owned vehicles, cooking gas used in cafeteria and diesel used in diesel generators (mainly used as a back-up source for power shortages). The RE consumption as a % of total electricity consumption has increased from 15.6% in FY 2021 to 37.2% in FY 2022. The electricity used across India operations reduced by 6.5% Y-o-Y."
+"For global operations, there is an increase in total electricity use by 2.7% Y-o-Y due to the increased reporting boundary in FY 2022 covering operations in North America (NA), Asia Pacific (APAC), Europe and Middle East. # 10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above. Not Applicable 68 GRI 2-25 69 GRI 2-23, GRI 2-24 70 GRI 302-1, GRI 302-3 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 216 # Details of total energy consumption (in Mega Joules) and energy intensity are provided in the table below: |Parameter|FY 2021-22|FY 2020-21| |---|---|---| |From renewable sources| | | |Total electricity consumption (A)|401,662,127|163,892,956| |Total fuel consumption (B)|0|0| |Energy consumption through other sources (C)|8,482,654|0| |Total energy consumed from renewable sources (A+B+C)|410,144,781|163,892,956| |From non-renewable sources| | | |Total electricity consumption (D)|672,917,518|880,609,895| |Total fuel consumption (E)|41,303,253|38,154,387| |Energy consumption through other sources (F)|0|0| |Total energy consumed from non-renewable sources (D+E+F)|714,220,770|918,764,282| |Energy intensity per rupee of turnover (Total energy consumption/turnover in rupees)|0.00058|0.00066| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. Not Applicable # 3. Provide details of the following disclosures related to water in the following format: The sources of freshwater at TCS includes third party water (86.4%), groundwater (8.4%) and rainwater harvested (5.2%). TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for higher water efficiencies, 100% treatment and recycling of sewage, and rainwater harvesting. The detailed break up is given below: |Parameter|FY 2021-22|FY 2020-21| |---|---|---| |Water withdrawal by source (in kiloliters)| | | |(i) Surface water|NIL|NIL| |(ii) Groundwater|121,756|116,126| |(iii) Third party water|1,243,889|1,209,121| |(iv) Seawater / desalinated water|NIL|NIL| |(v) Others - Rainwater utilized|75,314|76,034| |Total volume of water withdrawal (in kiloliters) (i + ii + iii + iv + v)|1,440,959|1,401,280| |Total volume of water consumption (in kiloliters)|1,319,696|1,268,191| |Water intensity per rupee of turnover (Water consumed / turnover)|0.0000007|0.0000008| 71 GRI 303-3, GRI 303-5 Business Responsibility & Sustainability Report | 217 # Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation. Yes, TCS has achieved zero liquid discharge across all the campuses. TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for 100% treatment and recycling of sewage, and rainwater harvesting. # 5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: TCS being a service sector company does not have significant air emissions other than those arising from operation of DG sets during power outages. The DG stack emissions are sampled and analyzed by government approved laboratories and the reports are reviewed by the internal team to ensure compliance to the CTO conditions. These stack emission reports are submitted to government authorities (State Pollution Control Boards) as per consent conditions. These reports are also verified during internal and external audits to check compliance. # 6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: The Scope 1 emissions are from direct GHG sources like fuel used in company owned vehicles, diesel generators and cafeteria, fugitive emissions from refrigerants and fuel used for space heating. These amount to about 10.6%. |Parameter|Please specify|FY 2021-22|FY 2020-21| |---|---|---|---| |NOx|NA|NA|NA| |SOx|NA|NA|NA| |Particulate matter (PM)|NA|NA|NA| Scope 1 emissions have been calculated using the emissions factors published by the DEFRA conversion factors 2021. For Scope 2 emissions - for India, the source is the emissions factor in the CO2 Baseline Database for the Indian Power Sector, User Guide, Version 16.0, March 2021, published by the Central Electricity Authority of India."
+"For Australia, Canada, Europe, North America, New Zealand, Hong Kong and UK emission factors specific to the region published by local authorities are used. For other countries IEA v4 emission factors 2021 and GHG protocol/ IEA 2021 have been used. 72 GRI 303-1, GRI 303-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 218 # Carbon Footprint Analysis of the Scope 1 + Scope 2 carbon footprint in FY 2022. The remaining 89.4% is from indirect emissions, referred to as Scope 2 emissions, associated with purchased electricity. The breakup is provided as required in below table. |Parameter|Unit|FY 2021-22|FY 2020-21| |---|---|---|---| |Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes|16,684|16,284| |- CO2|tCO2e|2,813|2,789| |- CH4|tCO2e|1.38|8.6| |- N2O|tCO2e|28.3|4.7| |- HFC|tCO2e|13,841|13,505| |Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes|141,045|193,994| |Total Scope 1 and Scope 2 emissions per rupee of turnover|tCO2e/INR|0.00000008|0.00000013| |Total Scope 1 and Scope 2 emission intensity (optional)74 - the relevant metric may be selected by the entity| | | | Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). 74 TCS has not calculated the emission intensity per full time employee (FTE) during the pandemic years as the employees working out of offices was very less. # Green House Gas Emission Reduction Projects 7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details75. Yes. TCS has taken up the target to reduce its absolute Scope 1 and Scope 2 carbon footprint by 70% by 2025 and become net zero by 2030. To achieve these targets, the green-house gas management approach has four key levers - green infrastructure, green IT, IT-enabled operational efficiencies, and renewable energy. These energy efficiency initiatives have resulted in avoidance of GHG emissions of approximately 3,200 tCO2e in FY 2022. # Green Infrastructure and IT Enabled Operational Efficiency All new campuses owned by TCS are designed according to green building standards for energy and resource efficiency. They have roof top solar photovoltaic installations to reduce the carbon footprint. Currently, 34 TCS offices spanning across over 28.2 million sq. ft of office area, are certified green buildings by Indian Green Building Council (IGBC). These make up over 64.4% of TCS' total real estate portfolio in India. In FY 2022, projects were taken up to improve the energy efficiency in existing buildings as well through retrofits. Cooling systems were upgraded to efficient energy star rated appliances. UPS resizing and consolidation. Modular UPS were adopted where feasible. Other auxiliaries like pumps, cooling towers, etc. were also replaced. TCS' resource optimization center continues to help monitor the energy use on real time basis to optimize it further by leveraging AI and ML. # Green IT Green IT initiatives include a) IT Energy optimization in Data center and Equipment rooms and b) IT energy optimization in the delivery centers. Data center and Equipment room efficiency projects included replacement of over 75 GRI 305-5 Business Responsibility & Sustainability Report | 219 # 20 UPSs and 30 cooling units with more efficiency systems. The company achieved PUE of 1.65 at the two owned-premise TCS data centers at Yantra Park and Siruseri. Looking forward, the company is incorporating next-gen green data center practices with futuristic and modular technologies like Modular UPS, Cold Aisle Containment, real time monitoring of temperature and energy consumption, etc. For IT energy optimization in the delivery center, the energy efficiency initiatives are through switching off/replacement of excess capacity/inefficient UPSs, replacement of desktops with laptops and improved rack per user ratio. # Renewable Energy The company continued to augment the roof top solar photo voltaic installations this year as well taking the total installed capacity to 10.2 MWp contributing to 3.76 percent of total electricity use in the reporting year. Solar roof top installations at Adibatla Hyderabad (2,154 kWp) and TCS Center Kochi (207 kWp) was completed within the reporting year. The company increased the renewable energy procurement through third party PPA for solar energy at TCS Siruseri office and switch over to green tariff for its operations in the states of Karnataka and Maharashtra. This resulted in an increase in the renewable energy use to 37.2% of the company's total energy use in FY 2022."
+"TCS is committed to improve the RE mix in its energy portfolio further in the coming years. # Carbon Neutrality The company has become carbon neutral across Scope 1 and Scope 2 carbon footprint for its operations in Asia Pacific (APAC)76, Europe and North America (NA) for FY 2022 in line with PAS 2060:2014 standards assured by Bureau Veritas India Limited. # Provide details related to waste management by the entity, in the following format77: |Parameter|FY 2021-22|FY 2020-21| |---|---|---| |Total Waste generated (in metric tonnes)| | | |Plastic waste (A)|42.9|10.4| |E-waste (B)|563|16678| |Bio-medical waste (C)|1.61|-| |Construction and demolition waste (D)|62.4|-| |Battery waste (E)|286|175| |Radioactive waste (F)|NA|NA| |Other Hazardous waste. Please specify, if any. (G)|27.6|28.7| |Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by composition i.e. by materials relevant to the sector)|2,351|1,794| |Total (A+B + C + D + E + F + G + H)|3,384.5|2,174.2| # For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes) |Category of waste|(i) Recycled **| |---|---| |Battery|258| 77 GRI 306-3; 306-4; 306-5 78 The value of e-waste generated in MT in FY 2021 pertains only to the consumer e-waste. FY 2022 value includes consumer and IT e-waste in MT Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 220 # Waste Management Report # Waste Generated |Parameter|FY 2021-22|FY 2020-21| |---|---|---| |-E-waste|583|11579| |-Hazardous waste|27.0|20.6| |-Non-Hazardous waste|1,077|703| |-Plastic Waste|38|8.47| |-Construction & Demolition waste|61.6| | |(ii) Re-used| | | |(iii) Other recovery operations| | | |Total|2,044.6|1,037.1| # Waste Disposal Methods |Category of waste|(i) Incineration|(ii) Landfilling|(iii) Other disposal operations| |---|---|---|---| |-Biomedical waste|1.61| | | |-Non-hazardous waste|36.4|1,112| | |Total|1,150|813| | 100% of the regulated waste (hazardous wastes, e-waste, battery waste), plastic wastes, paper & packaging wastes are disposed through recycling. The generated quantities, if remaining at the end of the financial year for disposal, are stored at the facilities and recycled through approved/ authorized vendors. 79 The value for e-waste disposed in MT in FY 2021 pertains only to the consumer e-waste, as IT e-waste disposed was recorded in numbers in FY 2021 (26,479 units). FY 2022 value includes consumer and IT e-waste in MT. # Independent Assessment Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # Waste Management Practices 9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes80. TCS being an IT services and consulting organization, does not manufacture physical products and therefore does not use any hazardous or toxic chemicals in any of its processes. The company has offices and facility operations, and the waste is generated from the auxiliary processes used to run these facilities. Based on the nature of services, TCS' facilities mostly generate electronic, electrical, and municipal solid waste, and generate very less hazardous waste and do not use toxic chemicals. Potentially hazardous and regulated wastes such as lead-acid batteries and waste lube oil are generated in relatively smaller proportions which are disposed through government approved recyclers as per regulations. E-waste is disposed to government approved e-waste recyclers. TCS is committed to sustain the best practices that have already been institutionalized like segregation of all recyclable wastes, 100% compliance to management practices for regulated wastes like hazardous and e-waste and 100% recycling on printer and toner cartridges, paper and packaging wastes. TCS also ensures 100% disposal of biomedical waste (BMW) through govt authorized BMW disposal agencies in India as per regulatory requirements. The company targets to maximize the recycling and reuse of all waste categories to divert waste from landfill. 80 GRI 306-2 Business Responsibility & Sustainability Report | 221 # 10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format: |S. No.|Location of operations/offices|Type of operations|Whether the conditions of environmental approval / clearance are being complied with? (Y/N)|If no, the reasons thereof and corrective action taken, if any.| |---|---|---|---|---| |1|TCS Kalinga Park, Chandaka Industrial Estate, Bhubanewar, Odisha|Software Consultancy Services|Yes, the company has obtained environmental clearance for the premises."
+"TCS office is located in the Special Economic Zone (SEZ) developed by the Odisha Industrial Infrastructure Development Corporation (IDCO).| | # 11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: |Name and brief details of project|EIA Notification No.|Date|Whether conducted by independent external agency (Yes / No)|Results communicated in public domain (Yes / No)|Relevant Web link| |---|---|---|---|---|---| |Technocity, Trivandrum Located at Pallipuram, Trivandrum, Kerala. It is situated at about 22 Kms from Trivandrum International airport and about 10 Kms from the existing TCS campus at Technopark. The land for the project is leased from Technopark (a society wholly controlled by Kerala Government)|SIA/KL/MIS/209935/2021, 1896/EC1/2021/SEIAA|Oct 07, 2021|Yes|Yes|Link| File: AR_TCS_2021_2022.md |TCS Siruseri New Tech Park SEZ is located at Egattur, Chennai, SIPCOT IT Park, Siruseri with built-up area of 3.2 Million sq. ft and with 20,000 no. of Employees. It is located at about 30 Kms from Chennai airport.|SEIAA-TN/F.No:7790/EC/8(b)-770/20-21 dated 30.06.2021|Jun 30, 2021|Yes|Yes|Link| 81 GRI 304-1 82 GRI 413-1, GRI 303-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 222 # 12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: Yes, TCS has complied with applicable environmental law/regulations / guidelines applicable in India. No fine/penalty/action was initiated against the entity under any of the applicable environmental laws/regulation/guidelines. |S. No.|Specify the law / regulation / guidelines which was not complied with|Provide details of the non-compliance|Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts|Corrective action taken, if any| |---|---|---|---|---| |NA|NA|NA|NA|NA| # Leadership Indicators 1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the following format: This information has been covered in Principle 6, Q1 of the Essential Indicators. 83 GRI 2-27 84 GRI 302-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 223 # 2. Provide the following details related to water discharged: |Parameter|FY 2021-22|FY 2020-21| |---|---|---| |Water discharge by destination and level of treatment (in kiloliters)| | | |(i) To Surface water| | | |- No treatment|0|0| |- With treatment - please specify level of Treatment|0|0| |(ii) To Groundwater| | | |- No treatment|0|0| |- With treatment - please specify level of Treatment|0|0| |(iii) To Seawater| | | |- No treatment|0|0| |- With treatment - please specify level of Treatment|0|0| |(iv) Sent to third-parties| | | |- No treatment|19,216|17,565| |Note: Wastewater sent for municipal treatment| | | |- With treatment - please specify level of Treatment| | | |a) Treated at TCS facilities (Tertiary treatment)|31,075|22,835| |b) Sent to builder STP for treatment (Tertiary treatment)|54,998|57,452| |(v) Others| | | |- No treatment|0|0| |- With treatment - please specify level of Treatment|0|0| |Total water discharged (in kiloliters)|105,289|97,851| Above data covers details pertaining to India geography only. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 3."
+"Water withdrawal, consumption and discharge in areas of water stress (in kiloliters): For each facility / plant located in areas of water stress, provide the following information: This section covers details pertaining to India geography only |(i) Name of the area|Data provided for 14 areas as per CGWB (Central Ground Water Board) in individual tabs| | |---|---|---| |(ii) Nature of operations|IT Services, Products and Platforms| | |(iii) Water withdrawal, consumption and discharge in the following format:| | | |Parameter|FY 2021-22|FY 2020-21| |---|---|---| |Water withdrawal by source (in kiloliters)| | | |(i) Surface water|0|0| |(ii) Groundwater|0|0| |(iii) Third party water|531,427|526,066| |(iv) Seawater / desalinated water|0|0| |(v) Others|0|0| |Total volume of water withdrawal (in kiloliters)|531,427|526,066| # Integrated Annual Report 2021-22 # Water Consumption and Discharge |Parameter|FY 2021-22|FY 2020-21| |---|---|---| |Total volume of water consumption (in kiloliters)|520,733|516,889| |Water intensity per rupee of turnover (Water consumed / turnover)|0.00000027|0.00000031| |Water discharge by destination and level of treatment (in kiloliters)| | | |(i) Into Surface water| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(ii) Into Groundwater| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(iii) Into Seawater| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(iv) Sent to third-parties| | | |- No treatment|7,622|6,145| |Note: Wastewater sent for municipal treatment| | | |- With treatment-please specify level of treatment|3,071|3,033| |Note: Tertiary treatment| | | |(v) Others| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |Total water discharged (in kiloliters)|10,694|9,178| Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # Scope 3 Emissions |Parameter|Unit|FY 2021-22|FY 2020-21| |---|---|---|---| |Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes of CO2 equivalent|358,452|234,614| |Category 1 - Purchased goods & services|tCO2e|12,020|13,184| |Category 2 - Capital goods|tCO2e|111,290|128,230| |Category 3 Fuel and energy related activities (not included in Scope 1 or 2)|tCO2e|52,415|60,022| |Category 4 - Upstream transportation and distribution|tCO2e|7,542|9,030| 87 GRI 305-3; GRI 305-4 # Integrated Annual Report 2021-22 |Parameter|Unit|FY 2021-22|FY 2020-21| |---|---|---|---| |Category 5 - Waste generated in operations|tCO2e|639|492| | | |139,50488|135,66789| |Category 7 - Employee commuting|tCO2e| | | |(Work from home (WFH) emission is included in this category as per GHG protocol since both are pandemic years)| | | | |Category 6 - Business travel|tCO2e|35,043|15,458| |Total Scope 3 emissions|tCO2e/INR|0.00000019|0.00000022| |Total Scope 3 emission intensity|-|-|-| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities. |Sr. No|Initiative undertaken|Details of the initiative (Web-link, if any, may be provided along-with summary)|Outcome of the initiative| |---|---|---|---| |1|Chandaka Wildlife sanctuary authority has developed the trench followed by 5 feet wall with fencing along the border of the sanctuary|● Installation of inward facing low intensity peripheral lights ● Plantation of native/ indigenous plants, medicinal and spice garden, butterfly garden ● Provision of organic waste technologies - Vermicomposting and organic waste converter ● Provision of rainwater harvesting structure and sewage treatment plant (STP)|● Inward direction peripheral lights of low intensity to avoid any impact on wildlife movement. High mast lights in TCS parking area are switched off after 11 pm. ● Protection of native/ medicinal, plant species as well as butterfly species. ● Garden and food waste vermicomposting and organic waste composting technology has been installed to generate organic manure and it is reused for landscaping. ● 100% treatment and recycling of wastewater inside the premises. ● Groundwater recharging pits for enriching the water table.| As a proactive initiative, TCS has included 'Urban Biodiversity' conservation as an integral part of TCS Environmental Policy and its long-term plan for sustainable development. Biodiversity action plan is implemented across. # 19 TCS campuses in India to conserve and enhance urban biodiversity. Biodiversity mapping for various flora and fauna species is conducted on an annual basis. TCS campuses across India are home to over 600 flora species and 180+ fauna species."
+"10 species of IUCN category trees i.e., Endemic, Endangered, Threatened, Vulnerable and Rare species, are protected within TCS campuses. # 6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: |Sr. No|Initiative|Details of the initiative (Web-link, if any, may be provided along-with summary)|Outcome of the initiative| |---|---|---|---| |1|HVAC energy efficiency projects|Aged / inefficient air conditioners upgraded with BEE star rated equipment|1,374,439 kWh energy savings| |2|UPS based energy efficiency projects|UPS resizing / consolidation/ upgrades of old UPSs with Modular UPS /Energy efficient UPS|1,681,454 kWh energy savings| |3|Roof top solar projects|Completed the roof top solar projects in Adi Balta (2,154 kWp) in Nov 21 and TCS center (207 kWp) Kochi in Oct 21|1,030,766 kWh generation through solar roof top| # 7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. TCS has a well-established business continuity and disaster management framework that is fully aligned to ISO 22301:2019, CMMI-SVC and is integrated with other quality management systems for consistent deployment across the organization. The function is governed by a trained pool of subject matter experts (Crisis Management Leaders) at various levels of the organization ensuring upkeep of business continuity plans, planning and executing drills to achieve seamless resumption, in case of any disruption. The entire process is integrated with other business processes through in-house developed tools that support planning and communication with all stakeholders. # 8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard. No significant adverse impact envisaged from TCS' value chain. # 9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts. 100% of the value chain partners were assessed for environmental impacts. 92 GRI 308-2 93 GRI 308-1, GRI 308-2 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 227 # PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent # Essential Indicators 1. a. Number of affiliations with trade and industry chambers/ associations Ans. 10 in India. In addition, TCS also works through some of the bilateral/ multilateral international chambers based out of India. 2. b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to |Sr. No.|Name of the trade and industry chambers/ associations|Reach of trade and industry chambers/ associations (State/National)| |---|---|---| |1|NASSCOM|National| |2|Confederation of Indian Industry (CII)|National| |3|Federation of Indian Chambers of Commerce & Industry (FICCI)|National| |4|ASSOCHAM|National| |5|Public Affairs Forum of India|National| |6|The Institute of Management Consultants of India|National| |7|British Business Promotion Association|International| |8|Indo American Chamber of Commerce|National| |9|All India Management Association|National| |10|Indo-Belgian-Luxembourg Chamber of Commerce and Industry|International| 3. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities. |Name of authority|Brief of the case|Corrective action taken| |---|---|---| |Not Applicable|(No adverse order received in last Financial Year)| | # PRINCIPLE 8 Businesses should promote inclusive growth and equitable development # Essential Indicators 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year. |Name and brief details of project|Whether conducted by independent external agency (Yes/No)|Results communicated in public domain (Yes/No)|Relevant web link| |---|---|---|---| |Tata Translational Cancer Research Centre (TTCRC) - Setting up a cancer R&D centre at Tata Medical Cancer, Kolkata, where researchers are working together for developing/ enhancing personalized solutions for cancer patients.|Yes|Yes|https://on.tcs.com/IAR| 94 GRI 2-28 95 GRI 2-28 96 413-1 Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 228 # 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: Not applicable # 3. Describe the mechanisms to receive and redress grievances of the community97. All agreements between TCS and the stakeholders, contain clauses on handling of grievances, disputes etc. Additionally, TCS' Regional Leaders are connected at the ground level and provide feedback for implementation if any. Post program implementation, surveys and questionnaires capture the feedback which is duly implemented. # 4."
+"Percentage of input material (inputs to total inputs by value) sourced from suppliers98: | |FY 2021-22|FY 2020-21| |---|---|---| |Directly sourced from MSMEs / small producers|-|-| |Sourced directly from within the district and neighboring districts|-|-| Note: - The periodic exercise to validate the MSME status of existing vendors in the empaneled list is currently underway. This data will be available from the next reporting year. # PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner # Essential Indicators # 1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback99. TCS' customers are provided with multiple mechanisms to report complaints or feedback. For privacy specific complaints, they can also raise incidents with TCS' Data Protection or Privacy Officers. The contact details of the data protection and privacy officers is available in TCS website at https://www.tcs.com/privacy-policy or as otherwise notified to the customers from time to time. Each customer concern is addressed with utmost care at all levels. TCS teams acknowledge, analyze the incidents and develop an action plan to resolve it. The team engages with the customer, to validate the action plan and regularly updates customers about the progress of action taken. Any feedback from the customer is taken positively and action plans are refined to ensure utmost customer satisfaction. # 2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about: Not Applicable | |As a % to total turnover| |---|---| |Environmental and social parameters relevant to the product|NA| |Safe and responsible usage|NA| |Recycling and / or safe disposal|NA| 99 GRI 2-25 Business Responsibility & Sustainability Report | 229 # 3. Number of consumer complaints in respect of the following: |Category| |FY 2021-22|Remarks| |FY 2020-21|Remarks| |---|---|---|---|---|---|---| |Data privacy|6|2|TCS treats Customers as consumers; The breaches as confirmed by customer was due to accidental data sharing with unintended recipients|13|0|TCS treats Customers as consumers; The breaches as confirmed by customer was due to accidental data sharing with unintended recipients| |Advertising|NA|NA|NA|NA|NA| | |Cyber-security|NIL|NIL|NIL|NIL|NIL| | |Delivery of essential services|NA|NA|NA|NA|NA| | |Restrictive Trade Practices|NA|NA|NA|NA|NA| | |Unfair Trade Practices|NA|NA|NA|NA|NA| | # 4. Details of instances of product recalls on account of safety issues: Not applicable as TCS does not have any products that can entail safety issues # 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy100. Yes. From data privacy aspects, TCS' commitment to privacy is espoused in its TCS Global Privacy Policy. This is accessible at https://www.tcs.com/privacy-policy-commitment. TCS has defined and implemented a Global Privacy policy that is applicable to all its legal entities, branches, lines of businesses and functions. The global privacy policy is a ""gold standard of privacy"" addressing applicable privacy regulations and based on inputs from industry bodies dealing with privacy. 100 GRI 2-23 # The Global Privacy Policy The Global Privacy policy covers all stakeholders and constantly monitoring the publication of within the network to protect the information across the value chain including - employees (full-time and contracted), customers, partners, vendors/suppliers, and any other stakeholder whose Personal Data is processed. All third parties (vendors/suppliers) are engaged / contracted with adequate due diligence, and commitment towards privacy obligations. From a cyber security aspect, TCS has implemented cutting edge security tools to protect itself from external as well as internal threats. TCS has moved to a proactive early detection approach. Any approach to protect an organization from threats, needs to focus on all the risks and learnings from various attacks, understanding the modus operandi of the attacker and ensure that adequate processes and latest in technology are implemented to protect and provide proactive detection capabilities. TCS has implemented a comprehensive threat intelligence framework to proactively identify external threats as they unfold globally, be it a ransomware propagation, a nation state actor group, attackers for purely monetary gain etc. The threat intelligence framework includes gathering intel on external threats by means of commercial, government, open source and vendor security feeds, threat hunting in dark web, analyse new attack patterns. TCS has also rearchitected its network and has implemented tools in tandem to work in a defence in depth model to provide a holistic protection against threat vectors/actors. The defence in depth model has a strong multi-layered perimeter setup consisting of Next Gen Firewalls, Intrusion Prevention Systems, DDoS attack protection for critical resources, Web Application Firewalls, Advanced malware protection and other email gateway security controls."
+"TCS network design is compartmentalized for every customer and critical resources to ensure that the services provided to each customer remains isolated. This network design ensures that if there is an impact at one customer end, say a ransomware attack on a customer network, the segregated network along with the company's incident response process ensures that there is no impact to other network segments. TCS has also implanted a strong vulnerability management program which includes proactively identifying vulnerabilities in its network and systems by conducting periodic vulnerability assessments, penetration tests and red team exercises. # Corrective Actions Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services. Please refer to the answer to Q.5 above. All the initiatives explained above has ensured that TCS did not have any incidents leading to regulatory issues / penalties. # Leadership Indicators # 3. Mechanisms in place to inform consumers Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available). www.tcs.com Each customer relationship in TCS has a business continuity mechanism to handle any disruption of services/products and a suitable communication plan. # 4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) Not Applicable # 5. Provide the following information relating to data breaches: Number of instances of data breaches along with impact: As a data fiduciary, TCS has not had any data breach incidents in FY 2022. a. Percentage of data breaches involving personally identifiable information of customers: 0% Integrated Annual Report 2021-22 Business Responsibility & Sustainability Report | 232 # Independent Auditor's Report # Consolidated To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") and its subsidiaries (Holding Company and its subsidiaries together referred to as ""the Group""), which comprise the consolidated balance sheet as at 31 March 2022, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ""the consolidated financial statements""). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (""Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2022, of its consolidated profit and other comprehensive loss, consolidated changes in equity and consolidated cash flows for the year then ended. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters."
+"# Description of Key Audit Matter |The Key audit matter|How the matter was addressed in our audit| |---|---| |Revenue recognition- Fixed price contracts|- On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including - | The Group inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Group's estimate of contract costs (Refer Note 5(a) and Note 12 to the consolidated financial statements). We identified revenue recognition of fixed price contracts where the percentage of completion is used as a Key Audit Matter since - - there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems; - application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates in mainly identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; Our audit procedures included the following: - Obtained an understanding of the systems, processes and controls implemented by the Group for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances. - Including involvement of our Information technology ('IT') specialists, as required: # Other Information # Management's and Board of Directors' Responsibilities for the Consolidated Financial Statements The Holding Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual Report, but does not include the financial statements and our auditor's report thereon. The Holding Company's annual report is expected to be made available to us after the date of this auditor's report. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Holding Company's annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations. # Responsibilities of the Management and Board of Directors The Holding Company's Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group are responsible for assessing the ability of each Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. File: AR_TCS_2021_2022.md The respective Board of Directors of the Companies included in the Group are responsible for overseeing the financial reporting process of each Company. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Integrated Annual Report 2021-22 Consolidated Financial Statements | 235 an auditors' report that includes our opinion. relevant to the audit in order to design auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern."
+"Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management and Board of Directors. - Obtain sufficient appropriate audit evidence regarding the financial information of entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial statements. We remain solely responsible for our audit opinion. - Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit findings, including any significant deficiencies in internal control that we identify during our audit. We communicate with those charged with governance of the Holding Company and such other Companies included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings. Integrated Annual Report 2021-22 Consolidated Financial Statements | 236 We also provide those charged with governance with ""Annexure A"" a statement on the matters for the purpose of preparation of the consolidated financial statements. a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 (""the Order"") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the # Integrated Annual Report 2021-22 consolidated financial statements. d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act."
+"e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2022 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiaries which are incorporated in India, as on 31 March 2022, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls with reference to consolidated financial statements of the Holding Company and its subsidiary companies 1. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books. c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained. incorporated in India and the operating d) (i) The management has represented (ii) The management has represented, that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or its subsidiary companies incorporated in India from any persons or entities, including foreign entities (""Funding Parties""), with the understanding, whether recorded in writing or otherwise, that the Holding Company or its subsidiary companies incorporated in India shall: # B. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a) The consolidated financial statements disclose the impact of pending litigations as at 31 March 2022 on the consolidated financial position of the Group. Refer Note 20 to the consolidated financial statements. b) The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2022. c) There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India during the year ended 31 March 2022. * directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (""Ultimate Beneficiaries"") by or on behalf of the Holding Company or its subsidiary companies incorporated in India or* provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries # (iii) Based on such audit procedures C. With respect to the matter to be included in the Auditors' report under Section 197(16) of the Act: The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Holding Company and its subsidiaries which are incorporated in India to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiaries which are incorporated in India, is not in excess of the limit laid down under Section 197 of the Act. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVFFO1633 # Integrated Annual Report 2021-22 # Consolidated Financial Statements | 239 # Annexure A to the Independent Auditor's report on the consolidated financial statements of Tata Consultancy Services Limited for the year ended 31 March 2022 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # (xxi) According to the information and explanations given to us, in respect of the following companies incorporated in India and included in the consolidated financial statements, the CARO report relating to them has not been issued by their auditors till the date of this audit report: |Name of the entities|CIN|Subsidiary| |---|---|---| |MP Online Limited|U72400MP2006PLC018777|Subsidiary| |APT Online Limited|U75142TG2002PLC039671|Subsidiary| |C-Edge Technologies Limited|U72900MH2006PLC159038|Subsidiary| |Mahaonline Limited|U72900MH2010PLC206026|Subsidiary| |TCS e-Serve International Limited|L22210MH1995PLC084781|Subsidiary| For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVFFO1633 Integrated Annual Report 2021-22 Consolidated Financial Statements | 240 # Annexure B to the Independent Auditors' Report on the consolidated financial statements of Tata Consultancy Services Limited for the year ended 31 March 2022 # Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph A(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Opinion In conjunction with our audit of the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") as of and for the year ended 31 March 2022, we have audited the internal financial controls with reference to the consolidated financial statements of the Holding Company and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively as at 31 March 2022, based on the internal financial controls criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ""Guidance Note""). # Auditors' Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements were established and maintained and if such controls operated effectively in all material respects. # Management's Responsibility for Internal Financial Controls The respective Company's management and the Board of Directors are responsible for establishing and maintaining internal financial controls with reference to consolidated financial statements based on the criteria established by the respective Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as ""the Act""). In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively as at 31 March 2022. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated financial statements and their operating effectiveness."
+"Integrated Annual Report 2021-22 Consolidated Financial Statements | 241 # Effectiveness Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. A company's internal financial controls with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements. # Meaning of Internal Financial Controls with Reference to Consolidated Financial Statements A company's internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Consolidated Financial Statements Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVFFO1633 # Consolidated Balance Sheet |Note|As at March 31, 2022|As at March 31, 2021| |---|---|---| |ASSETS|ASSETS|ASSETS| |Non-current assets|Non-current assets|Non-current assets| |Property, plant and equipment|10(a) 10,774|11,110| |Capital work-in-progress|10(a) 1,205|926| |Right-of-use assets|9 7,636|7,633| |Goodwill|10(b) 1,787|1,798| |Other intangible assets|10(c) 1,101|480| |Financial assets|Financial assets|Financial assets| |Investments|8(a) 223|213| |Trade receivables| | | |Billed|8(b) 145|55| |Unbilled|55|273| |Loans|8(e) 311|29| |Other financial assets|8(f) 2,253|1,573| |Income tax assets (net)|1,983|1,983| |Deferred tax assets (net)|17 3,708|3,931| |Other assets|10(d) 2,023|1,613| |Total non-current assets|33,204|33,204| |Current assets|Current assets|Current assets| |Inventories|10(e) 20|8| |Financial assets|Financial assets|Financial assets| |Investments|8(a) 30,262|29,160| |Total current assets|Total current assets|Total current assets| | | |1,08,310| |TOTAL ASSETS|TOTAL ASSETS|TOTAL ASSETS| | | |1,41,514| |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| |Equity|Equity|Equity| |Share capital|8(m) 366|370| |Other equity|11 88,773|86,063| |Equity attributable to shareholders of the Company|89,139|89,139| |Non-controlling interests|707|707| |Total equity|89,846|89,846| # Consolidated Balance Sheet |Note|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Liabilities|Liabilities|Liabilities| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |Financial liabilities| | | |Lease liabilities|6,368|6,503| |Other financial liabilities|572|280| |Employee benefit obligations|677|749| |Deferred tax liabilities (net)|590|767| |Unearned and deferred revenue|1,110|1,197| |Total non-current liabilities|9,317|9,496| |Current liabilities|Current liabilities|Current liabilities| |Financial liabilities| | | |Lease liabilities|1,450|1,292| |Trade payables|8,045|7,860| |Other financial liabilities|7,687|6,150| |Unearned and deferred revenue|3,635|3,650| |Other liabilities|8,392|4,068| |Provisions|1,411|1,394| |Employee benefit obligations|3,810|3,498| |Income tax liabilities (net)|7,921|6,243| |Total current liabilities|42,351|34,155| |TOTAL EQUITY AND LIABILITIES|1,41,514|1,30,759| NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 # Consolidated Statement of Profit and Loss |Note|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Revenue from operations|1,91,754|1,64,177| |Other income|4,018|3,134| |TOTAL INCOME|1,95,772|1,67,311| |Expenses| | | |Employee benefit expenses|1,07,554|91,814| |Cost of equipment and software licences|1,163|1,462| |Finance costs|784|637| |Depreciation and amortisation expense|4,604|4,065| |Other expenses|29,980|24,355| |TOTAL EXPENSES|1,44,085|1,22,333| |PROFIT BEFORE EXCEPTIONAL ITEM AND TAX|51,687|44,978| |Exceptional item| | | |Provision towards legal claim|0|1,218| |PROFIT BEFORE TAX|51,687|43,760| |Tax expense| | | |Current tax|13,654|11,635| |Deferred tax|(416)|(437)| |TOTAL TAX EXPENSE|13,238|11,198| |PROFIT FOR THE YEAR|38,449|32,562| |OTHER COMPREHENSIVE INCOME (OCI)| | | |Items that will not be reclassified subsequently to profit or loss| | | |Remeasurement of defined employee benefit plans|261|(82)| |Net change in fair values of investments in equity shares carried at fair value through OCI|(4)|(2)| |Income tax on items that will not be reclassified subsequently to profit or loss|19|11| |Items that will be reclassified subsequently to profit or loss| | | |Net change in fair values of investments other than equity shares carried at fair value through OCI|(516)|51| |Net change in intrinsic value of derivatives designated as cash flow hedges|(37)|14| |Net change in time value of derivatives designated as cash flow hedges|(34)|53| |Exchange differences on translation of financial statements of foreign operations|20|448| |Income tax on items that will be reclassified subsequently to profit or loss|196|(32)| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)|(95)|461| |TOTAL COMPREHENSIVE INCOME FOR THE YEAR|38,354|33,023| # Consolidated Statement of Profit and Loss |Note|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Profit for the year attributable to:|38,327|32,430| |Shareholders of the Company|38,327|32,430| |Non-controlling interests|122|132| | |38,449|32,562| |Other comprehensive income for the year attributable to:|(63)|484| |Shareholders of the Company|(63)|484| |Non-controlling interests|(32)|(23)| | |(95)|461| |Total comprehensive income for the year attributable to:|38,264|32,914| |Shareholders of the Company|38,264|32,914| |Non-controlling interests|90|109| | |38,354|33,023| |Earnings per equity share:- Basic and diluted (`)|103.62|86.71| |Weighted average number of equity shares|369,88,32,195|374,01,10,733| # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 11, 2022 Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 11, 2022 # Consolidated Statement of Changes in Equity # A. EQUITY SHARE CAPITAL | |Balance as at April 1, 2021|Changes in equity share capital|Restated balance as at April 1, 2021|Changes in equity share capital during the year*|Balance as at March 31, 2022| |---|---|---|---|---|---| | |370|-|370|(4)|366| | |Balance as at April 1, 2020|Changes in equity share capital|Restated balance as at April 1, 2020|Changes in equity share capital during the year*|Balance as at March 31, 2021| |---|---|---|---|---|---| | |375|-|375|(5)|370| *Refer Note 8(m). # B. OTHER EQUITY | | | |Reserves and surplus| | | | | |Items of other comprehensive income| | |Equity|Non-controlling interests|Total| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Capital reserve|Redemption reserve|General reserve|Special Economic Zone re-investment reserve|Retained earnings|Statutory reserve|Investment revaluation reserve| | |Cash flow hedging reserve|Time value of intrinsic value|Foreign currency translation reserve|attributable to shareholders of the Company| | | | |75|436|27| |2,538|79,586|407|828|56|(27)|2,137|86,063|675|86,738| |Profit for the year|-|-|-| | |38,327|-|-|-|-|-|38,327|122|38,449| |Other comprehensive income / (losses)|-|-|-| | |280|-|(340)|(29)|(26)|52|(63)|(32)|(95)| |Total comprehensive income|-|-|-| | |38,607|-|(340)|(29)|(26)|52|38,264|90|38,354| |Dividend|-|-|-| | |(13,317)|-|-|-|-|-|(13,317)|(58)|(13,375)| |Expenses for buy-back of equity shares1|-|-|-| | |(49)|-|-|-|-|-|(49)|-|(49)| |Tax on buy-back of equity shares1|-|-|-| | |(4,192)|-|-|-|-|-|(4,192)|-|(4,192)| |Buy-back of equity shares1|-|4|-| | |(18,000)|-|-|-|-|-|(17,996)|-|(17,996)| |Transfer to Special Economic Zone re-investment reserve|-|-|-| |9,407|(9,407)|-|-|-|-|-|-|-| | |Transfer from Special Economic Zone re-investment reserve|-|-|-| |(4,658)|4,658|-|-|-|-|-|-|-| | |Transfer to reserves|-|-|(27)| | |272|(245)|-|-|-|-|-|-|-| |Balance as at March 31, 2022|75|440|-| |7,287|78,158|162|488|27|(53)|2,189|88,773|707|89,480| Integrated Annual Report 2021-22 Consolidated Financial Statements | 247 # Consolidated Statement of Changes in Equity |Items|Capital reserve|Capital redemption reserve|General reserve|Special Economic Zone re-investment reserve|Retained earnings|Statutory reserve|Investment revaluation reserve|Cash flow hedging reserve|Intrinsic value reserve|Time value of currency translation reserve|Equity attributable to shareholders of the Company|Non-controlling interests|Total equity| |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Balance as at April 1, 2020|75|431|27|1,594|78,810|375|796|45|(68)|1,666|83,751|623|84,374| |Profit for the year|-|-|-|-|32,430|-|-|-|-|-|32,430|132|32,562| |Other comprehensive income / (losses)|-|-|-|-|(71)|-|32|11|41|471|484|(23)|461| |Total comprehensive income|-|-|-|-|32,359|-|32|11|41|471|32,914|109|33,023| |Dividend|-|-|-|-|(10,850)|-|-|-|-|-|(10,850)|(57)|(10,907)| |Expenses for buy-back of equity shares1|-|-|-|-|(31)|-|-|-|-|-|(31)|-|(31)| |Tax on liability towards buy-back of equity shares1|-|-|-|-|(3,726)|-|-|-|-|-|(3,726)|-|(3,726)| |Buy-back of equity shares1|-|5|-|-|(16,000)|-|-|-|-|-|(15,995)|-|(15,995)| |Transfer to Special Economic Zone re-investment reserve|-|-|-|5,058|(5,058)|-|-|-|-|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|-|(4,114)|4,114|-|-|-|-|-|-|-|-| |Transfer to reserves|-|-|-|-|(32)|32|-|-|-|-|-|-|-| |Balance as at March 31, 2021|75|436|27|2,538|79,586|407|828|56|(27)|2,137|86,063|675|86,738| 1Refer note 8(m)."
+"Gain of `280 crore and loss of `71 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2022 and 2021, respectively. Total equity (primarily retained earnings) includes `1,759 crore and `1,366 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Integrated Annual Report 2021-22 Consolidated Financial Statements | 248 # Consolidated Statement of Changes in Equity # Nature and purpose of reserves # (a) Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (c) General reserve The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # (d) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (e) Retained earnings This reserve represents undistributed accumulated earnings of the Group as on the balance sheet date. # (f) Statutory reserve Statutory reserves are created to adhere to requirements of applicable laws and will be utilised in accordance with the said laws. # (g) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (h) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # (i) Foreign currency translation reserve File: AR_TCS_2021_2022.md The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Amit Somani Partner CFO Samir Seksaria Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 Consolidated Financial Statements | 249 # Consolidated Statement of Cash Flows | |Year ended March 31, 2022|Year ended March 31, 2021|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | | | |Profit for the year|38,449|32,562| | | |Adjustments for:| | | | | |Depreciation and amortisation expense|4,604|4,065| | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|135|201| | | |Provision towards legal claim (Refer note 20)|-|1,218| | | |Tax expense|13,238|11,198| | | |Net gain on lease modification|(7)|(100)| | | |Net loss on sub-lease|9|-| | | |Unrealised foreign exchange gain|(120)|(21)| | | |Net gain on disposal of property, plant and equipment|(23)|(13)| | | |Net gain on disposal / fair valuation of investments|(198)|(204)| | | |Interest income|(2,663)|(2,504)| | | |Dividend income|(4)|(8)| | | |Finance costs|784|637| | | |Operating profit before working capital changes|54,204|47,031| | | |Net change in| | | | | |Inventories|(12)|(3)| | | |Trade receivables| | | | | |Billed|(4,210)|1,260| | | |Unbilled|(934)|(201)| | | |Loans and other financial assets|(116)|(17)| | | |Other assets|807|(2,805)| | | |Trade payables|186|(93)| | | |Unearned and deferred revenue|(103)|1,091| | | |Other financial liabilities|1,153|122| | | |Other liabilities and provisions|460|1,509| | | |Cash generated from operations|51,435|47,894| | | |Taxes paid (net of refunds)|(11,486)|(9,092)| | | |Net cash generated from operating activities|39,949|38,802| | | |CASH FLOWS FROM INVESTING ACTIVITIES| | | | | |Bank deposits placed|(15,947)|(6,605)| | | |Inter-corporate deposits placed|(14,619)|(21,076)| | | |Purchase of investments#|(75,374)|(54,462)| | | |Payment for purchase of property, plant and equipment|(2,483)|(2,719)| | | |Payment including advances for acquiring right-of-use assets|(15)|(101)| | | |Payment for purchase of intangible assets|(497)|(356)| | | |Proceeds from bank deposits|11,950|4,767| | | |Proceeds from inter-corporate deposits|19,498|18,018| | | |Proceeds from disposal / redemption of investments#|73,852|51,630| | | |Proceeds from sub-lease receivable|3|-| | | |Proceeds from disposal of property, plant and equipment|31|37| | | |Interest received|2,700|2,730| | | |Dividend received|4|8| | | |Net cash used in investing activities|(897)|(8,129)| | | # Consolidated Statement of Cash Flows | |Year ended March 31, 2022|Year ended March 31, 2021|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---| |CASH FLOWS FROM FINANCING ACTIVITIES| | | | | |Repayment of lease liabilities|(1,417)|(1,336)| | | |Interest paid|(698)|(634)| | | |Dividend paid|(13,317)|(10,850)| | | |Dividend paid to non-controlling interests|(58)|(57)| | | |Transfer of funds to buy-back escrow account|(180)|(160)| | | |Transfer of funds from buy-back escrow account|162|160| | | |Expenses for buy-back of equity shares (Refer note 8(m))|(49)|(31)| | | |Tax on buy-back of equity shares (Refer note 8(m))|-|(3,726)| | | |Buy-back of equity shares (Refer note 8(m))|(18,000)|(16,000)| | | |Advance towards purchase of non-controlling interests|(24)|-| | | |Net cash used in financing activities|(33,581)|(32,634)| | | |Net change in cash and cash equivalents|5,471|(1,961)| | | |Cash and cash equivalents at the beginning of the year|6,858|8,646| | | |Exchange difference on translation of foreign currency cash and cash equivalents|159|173| | | |Cash and cash equivalents at the end of the year|12,488|6,858| | | *Represents value less than `0.50 crore. # Purchase of investments include `17 crore and `172 crore for the years ended March 31, 2022 and 2021, respectively, and proceeds from disposal / redemption of investments include `87 crore and `104 crore for the years ended March 31, 2022 and 2021, respectively, held by trusts and TCS Foundation held for specified purposes. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 11, 2022 # Notes forming part of Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively together with employee welfare trusts referred to as ""the Group"") provide IT services, consulting and business solutions and have been partnering with many of the world's largest businesses in their transformation journeys. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India."
+"The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2022, Tata Sons Private Limited, the holding company owned 72.27% of the Company's equity share capital. The Board of Directors approved the consolidated financial statements for the year ended March 31, 2022 and authorised for issue on April 11, 2022. # 2) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The significant accounting policies used in preparation of the consolidated financial statements have been discussed in the respective notes. Integrated Annual Report 2021-22 Consolidated Financial Statements | 252 # Notes forming part of Consolidated Financial Statements # 4) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate. The financial statements of the Group companies are consolidated on a line-by-line basis and all inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average exchange rates."
+"Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. When a foreign operation is disposed off in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI is reclassified to statement of profit and loss as part of the gain or loss on disposal. # 5) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of consolidated financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Group uses the following critical accounting estimates in preparation of its consolidated financial statements: # (a) Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Group uses judgement to estimate the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation. # (b) Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. Consolidated Financial Statements | 253 # Notes forming part of Consolidated Financial Statements # (c) Impairment of goodwill The Group estimates the value-in-use of the cash generating units (CGUs) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used for the CGUs represent the weighted average cost of capital based on the historical market returns of comparable companies. # (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # (e) Provision for income tax and deferred tax assets The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Group uses significant judgements to assess contingent liabilities. Contingent liabilities are recognised when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the consolidated financial statements. # (g) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Group to use assumptions. These assumptions have been explained under employee benefits note. # (h) Leases The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116."
+"Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if. Consolidated Financial Statements | 254 # Notes forming part of Consolidated Financial Statements The Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # (i) Impact of COVID-19 (pandemic) The Group has taken into account all the possible impacts of COVID-19 in preparation of these consolidated financial statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes in cost budgets of fixed price contracts, impact on leases and impact on effectiveness of its hedges. The Group has carried out this assessment based on available internal and external sources of information up to the date of approval of these consolidated financial statements and believes that the impact of COVID-19 is not material to these consolidated financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the consolidated financial statements may differ from that estimated as at the date of approval of these consolidated financial statements owing to the nature and duration of COVID-19. # 6) Recent pronouncements Ministry of Corporate Affairs (""MCA"") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1, 2022, as below: # Ind AS 103 - Reference to Conceptual Framework The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Group does not expect the amendment to have any significant impact in its financial statements. # Ind AS 16 - Proceeds before intended use The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Group does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements. # Ind AS 37 - Onerous Contracts - Costs of Fulfilling a Contract The amendments specify that the 'cost of fulfilling' a contract comprises the 'costs that relate directly to the contract'. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples Integrated Annual Report 2021-22 Consolidated Financial Statements | 255 # Notes forming part of Consolidated Financial Statements would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Group does not expect the amendment to have any significant impact in its financial statements. # Ind AS 109 - Annual Improvements to Ind AS (2021) The amendment clarifies which fees an entity includes when it applies the '10 percent' test of Ind AS 109 in assessing whether to derecognise a financial liability. The Group does not expect the amendment to have any significant impact in its financial statements."
+"# Ind AS 116 - Annual Improvements to Ind AS (2021) The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives were described in that illustration. The Group does not expect the amendment to have any significant impact in its financial statements. # 7) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the consolidated statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity. # 8) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. Integrated Annual Report 2021-22 Consolidated Financial Statements | 256 # Notes forming part of Consolidated Financial Statements # Cash and cash equivalents The Group considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method."
+"# Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue cost. # Derivative accounting - # Instruments in hedging relationship The Group designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Group uses hedging instruments that are governed by the policies of the Company and its subsidiaries which are approved by their respective Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company and its subsidiaries. The hedge instruments are designated and documented as hedges at the inception of the contract. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer Consolidated Financial Statements | 257 # Notes forming part of Consolidated Financial Statements File: AR_TCS_2021_2022.md expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the intrinsic value and time value of an option is recognised in the other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Group enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition."
+"Integrated Annual Report 2021-22 Consolidated Financial Statements | 258 # Notes forming part of Consolidated Financial Statements # (a) Investments # Investments consist of the following: # Investments - Non-current |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Investments designated at fair value through OCI| | | |Fully paid equity shares (unquoted)| | | |Mozido LLC|76|73| |FCM LLC|57|55| |Taj Air Limited|19|19| |Philippine Dealing System Holdings Corporation|7|7| |Less: Impairment in value of investments|(123)|(116)| |Investments carried at amortised cost| | | |Government bonds and securities (quoted)|187|165| |Corporate bonds (quoted)|-|10| | |223|213| Investments - Non-current includes `187 crore and `175 crore as at March 31, 2022 and 2021, respectively, pertains to trusts held for specified purposes. # Investments - Current |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|1,874|4,904| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|25,667|23,670| |Corporate bonds (quoted)|1,242|450| |Investments carried at amortised cost| | | |Certificate of deposits (quoted)|99|-| |Corporate bonds (quoted)|10|-| |Commercial papers (quoted)|381|136| |Treasury bills (quoted)|989|-| | |30,262|29,160| Investments - Current includes `100 crore and `166 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Government bonds and securities includes bonds pledged with bank for credit facility and with manager to the buy-back amounting to `3,560 crore and `1,650 crore as at March 31, 2022 and 2021, respectively."
+"# Notes forming part of Consolidated Financial Statements # Aggregate value of quoted and unquoted investments is as follows: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Aggregate value of quoted investments|30,449|29,335| |Aggregate value of unquoted investments (net of impairment)|36|38| |Aggregate market value of quoted investments|30,455|29,356| |Aggregate value of impairment of investments|123|116| # Market value of quoted investments carried at amortised cost is as follows: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Government bonds and securities|192|186| |Certificate of deposits|99|-| |Corporate bonds|10|10| |Commercial papers|381|136| |Treasury bills|990|-| # The movement in fair value of investments carried / designated at fair value through OCI is as follows: |(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|828|796| |Net loss arising on revaluation of financial assets carried at fair value|(4)|(2)| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(516)|51| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|180|(17)| |Balance at the end of the year|488|828| # Equity instruments designated at fair value through OCI are as follows: |In Numbers|Currency|Face value per share|Equity instruments designated at fair value through OCI|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---| |1,00,00,000|USD|1|Mozido LLC|76|73| |15|USD|5,00,000|FCM LLC|57|55| |1,90,00,000|INR|10|Taj Air Limited|19|19| |5,00,000|PHP|100|Philippine Dealing System Holdings Corporation|7|7| # Trade receivables - Billed | | | |(` crore)|As at March 31, 2022|As at March 31, 2021| | | | |---|---|---|---|---|---|---|---|---| | | | | | |Trade receivables - Billed| |1,013|787| | | | | | |Less: Allowance for doubtful trade receivables| |(868)|(732)| |- Billed| | | | |Considered good| |145|55| |Less: Impairment in value of investments| | |(123)|(116)| | | | | | | | |36|38| | | | | # Notes forming part of Consolidated Financial Statements # Ageing for trade receivables - non-current outstanding as at March 31, 2022 |Particulars|Not due|Outstanding for following periods from due date of payment|Total| |---|---|---|---| |Trade receivables - Billed|-|<br/>Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| |-|12|123|247|615| 997 Undisputed trade receivables - considered good - - - - - Undisputed trade receivables - which have significant increase in credit risk - - - - - Undisputed trade receivables - credit impaired - - - - - Disputed trade receivables - considered good - - - - 16 Disputed trade receivables - which have significant increase in credit risk - - - - - Disputed trade receivables - credit impaired - - - - - - 12 123 247 631 Less: Allowance for doubtful trade receivables - Billed (868) 145 Trade receivables - Unbilled 55 200 # Ageing for trade receivables - non-current outstanding as at March 31, 2021 |Particulars|Not due|Outstanding for following periods from due date of payment|Total| |---|---|---|---| |Trade receivables - Billed|-|<br/>Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| |-|16|154|86|515| 771 Undisputed trade receivables - considered good - - - - - Undisputed trade receivables - which have significant increase in credit risk - - - - - Undisputed trade receivables - credit impaired - - - - - Disputed trade receivables - considered good - - - - 16 Disputed trade receivables - which have significant increase in credit risk - - - - - Disputed trade receivables - credit impaired - - - - - - 16 154 86 531 Less: Allowance for doubtful trade receivables - Billed (732) 55 Trade receivables - Unbilled 273 328 Integrated Annual Report 2021-22 Consolidated Financial Statements | 261 # Notes forming part of Consolidated Financial Statements # Trade receivables - Billed - Current Ageing for trade receivables - current outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date|Total| |---|---|---|---| |Trade receivables - Billed|30,102|2,601|34,229| |Less: Allowance for doubtful trade receivables - Billed|(219)| | | |Considered good|34,034|30,004| | |Credit impaired|40|75| | |Undisputed trade receivables - considered good|-|-| | |Undisputed trade receivables - credit impaired|2|3|270| |Disputed trade receivables - considered good|-|-| | |Disputed trade receivables - credit impaired|-|-|16| |Total|30,104|2,604|34,539| |Less: Allowance for doubtful trade receivables - Billed|(465)| | | |Trade receivables - Unbilled| | |7,736| | | | |41,810| # Notes forming part of Consolidated Financial Statements # Ageing for trade receivables - current outstanding as at March 31, 2021 is as follows: |Particulars|Not due|Outstanding for following periods from due date of"
+"payment| |Total| | | | | | |---|---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | | |Trade receivables - Billed|24,716|4,149|476|558|74|250|30,223| | | |Undisputed trade receivables - considered good| | |-|-|-|-|-|-|-| |Undisputed trade receivables - which have significant increase in credit risk|-|5|97|63|88|128|381| | | |Disputed trade receivables - considered good|-|5|-|-|15|5|25| | | |Disputed trade receivables - which have significant increase in credit risk| | |-|-|-|-|-|-|-| |Disputed trade receivables - credit impaired|-|-|-|-|-|7|7| | | |Total|24,716|4,159|573|621|177|390|30,636| | | Less: Allowance for doubtful trade receivables - Billed (557) 30,079 Trade receivables - Unbilled 6,583 36,662 # Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Balances with banks| | | |In current accounts|2,211|5,266| |In deposit accounts|10,277|1,586| |Cheques on hand|-*|-*| |Cash on hand|-*|1| |Remittances in transit|-*|5| |Total|12,488|6,858| *Represents value less than `0.50 crore. Balances with banks in current accounts include `32 crore and `13 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts held for specified purposes. # Other balances with banks Other balances with banks consist of the following: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Earmarked balances with banks|226|209| |Short-term bank deposits|5,507|2,262| |Total|5,733|2,471| Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money for derivative contracts, unclaimed dividends and balance in escrow account for buy-back of equity shares. # Notes forming part of Consolidated Financial Statements # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Considered good| | | |Inter-corporate deposits|303|27| |Loans and advances to employees|8|2| | |311|29| # Other financial assets - Non-current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Security deposits|825|837| |Earmarked balances with banks|183|3| |Long-term bank deposits|1,232|719| |Others|13|14| | |2,253|2,253| # Other financial assets - Current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Security deposits|178|168| |Fair value of foreign exchange derivative assets|388|495| |Interest receivable|648|615| |Others|176|116| |Credit impaired| | | |Loans and advances to employees|23|17| |Less: Allowance on loans and advances to employees|(23)|(17)| | |1,390|1,390| Interest receivable includes `34 crore and `40 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Inter-corporate deposits placed with financial institutions yield fixed interest rate. Inter-corporate deposits include `978 crore and `952 crore as at March 31, 2022 and 2021, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Notes forming part of Consolidated Financial Statements # (g) Trade payables Ageing for trade payables outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | | | |Total| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | | | | | | | |Trade payables|MSME*|-|-|-|-| | | | | | | | |Others|1,187| |778|22|8| |52|2,047| | | | | |Disputed dues - MSME*|-|-|-|-|-| | | | | | | | |Disputed dues - Others|-|-|-|-| | |32|32| | | | | | |1,187| |778|22|8| |84|2,079| | | | | Accrued expenses: 5,966 Other financial liabilities consist of the following: | | | | |` crore|As at March 31, 2022|As at March 31, 2021| | | |---|---|---|---|---|---|---|---|---| |Other financial liabilities - Non-current| | | | |Capital creditors| |339|-| | | | | | |Others| |233|280| | | | | | | | |572|280| *MSME as per the Micro, Small and Medium Enterprises Development Act, 2006. # Other financial liabilities - Current |Particulars|Not due|Outstanding for following periods from due date of payment| | |Total| | | | | |---|---|---|---|---|---|---|---|---|---| | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | | | | |Trade payables|MSME*|2|-|-|-| | | | | |Others|1,320|763|26|15|79|2,203| | | | |Disputed dues - MSME*|-|-|-|-|-| | | | | |Disputed dues - Others|-|-|-|-|32|32| | | | | |1,322|763|26|15|111|2,237| | | | Accrued expenses: 5,623 *MSME as per the Micro, Small and Medium Enterprises Development Act, 2006."
+"Integrated Annual Report 2021-22 Consolidated Financial Statements | 265 # Notes forming part of Consolidated Financial Statements # (i) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2022 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets| | | | |12,488|12,488| |Cash and cash equivalents| | | | |6,739|6,739| |Bank deposits| | | | |409|409| |Earmarked balances with banks|1,874|26,945| | |1,666|30,485| |Investments| | | | |34,219|34,219| |Trade receivables|Billed| | | |7,791|7,791| |Unbilled| | | | |6,756|6,756| |Loans| | |124|264|1,840|2,228| |Other financial assets|1,874|26,945|124|264|71,908|1,01,115| Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables| | | | |8,045|8,045| |Lease liabilities| | | | |7,818|7,818| |Other financial liabilities| | |22|106|8,131|8,259| | | | |22|106|23,994|24,122| Loans include inter-corporate deposits of `6,377 crore, with original maturity period within 36 months. # Integrated Annual Report 2021-22 The carrying value of financial instruments by categories as at March 31, 2021 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets| | | | |6,858|6,858| |Cash and cash equivalents| | | | |2,981|2,981| |Bank deposits| | | | |212|212| |Earmarked balances with banks|4,904|24,158| | |311|29,373| |Investments| | | | |30,134|30,134| |Trade receivables|Billed| | | |6,856|6,856| |Unbilled| | | | |11,501|11,501| |Loans| | |163|332|1,750|2,245| |Other financial assets|4,904|24,158|163|332|60,603|90,160| Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables| | | | |7,860|7,860| |Lease liabilities| | | | |7,795|7,795| |Other financial liabilities| | |2|90|6,338|6,430| | | | |2|90|21,993|22,085| Loans include inter-corporate deposits of `11,256 crore, with original maturity period within 36 months. Carrying amounts of cash and cash equivalents, trade receivables, loans and trade payables as at March 31, 2022 and 2021, approximate the fair value due to their nature. Carrying amounts of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities which are subsequently measured at amortised cost also approximate the fair value due to their nature in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `1,672 crore and `332 crore as at March 31, 2022 and 2021, respectively. # Notes forming part of Consolidated Financial Statements # (j) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range."
+"# Financial assets and liabilities measured at fair value | |Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |As at March 31, 2021| | | | | |Financial assets| | | | | |Mutual fund units|4,849|-|55|4,904| |Equity shares|-|-|38|38| |Government bonds and securities|23,856|-|-|23,856| |Corporate bonds|460|-|-|460| |Commercial papers|136|-|-|136| |Fair value of foreign exchange derivative assets|-|495|-|495| | | | | | | |As at March 31, 2022| | | | | |Financial assets| | | | | |Mutual fund units|1,874|-|-|1,874| |Equity shares|-|-|36|36| |Government bonds and securities|25,859|-|-|25,859| |Certificate of deposits|99|-|-|99| # Notes forming part of Consolidated Financial Statements # Reconciliation of Level 3 fair value measurement of financial assets is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|93|42| |Additions during the year|-|52| |Fair value of investments|-|4| |Impairment in value of investments|(4)|(2)| |Other adjustments during the year|(55)|-| |Translation exchange difference|2|(3)| |Balance at the end of the year|36|93| # (k) Derivative financial instruments and hedging activity The Group's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Board of Directors has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Group which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Group uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. # The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount of contracts (In million)|Fair value (` crore)|No. of contracts|Notional amount of contracts (In million)|Fair value (` crore)| |---|---|---|---|---|---|---| |US Dollar|63|1,635|44|63|1,615|51| |Great Britain Pound|41|338|55|64|330|14| |Euro|53|382|25|60|346|78| |Australian Dollar|30|202|(21)|38|206|16| |Canadian Dollar|25|137|(1)|23|114|2| # The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2022| |Year ended March 31, 2021| | | | |---|---|---|---|---|---|---| | | |Intrinsic value|Time value|Intrinsic value|Time value| | |Balance at the beginning of the year| |56|(27)|45|(68)| | |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions| |(636)|525|(341)|530| | |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions| |139|(122)|73|(125)| | |Change in the fair value of effective portion of cash flow hedges| |599|(559)|355|(477)| | |Deferred tax on change in the fair value of effective portion of cash flow hedges| |(131)|130|(76)|113| | |Balance at the end of the year| |27|(53)|56|(27)| | # Notes forming part of Consolidated Financial Statements The Group has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2022 and 2021, the notional amount of outstanding contracts aggregated to `46,392 crore and `37,615 crore, respectively, and the respective fair value of these contracts have a net gain of `158 crore and `242 crore. Exchange gain of `645 crore and `490 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the consolidated statement of profit and loss for the years ended March 31, 2022 and 2021, respectively. Net foreign exchange gain include gain of `111 crore and loss of `189 crore transferred from cash flow hedging reserve for the years ended March 31, 2022 and 2021, respectively. Net loss on derivative instruments of `26 crore recognised in cash flow hedging reserve as at March 31, 2022, is expected to be transferred to the statement of profit and loss by March 31, 2023. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2022. # Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |10% Appreciation of the underlying foreign currencies|(387)|(306)| |10% Depreciation of the underlying foreign currencies|2,034|1,906| # Integrated Annual Report 2021-22 # (l) Financial risk management The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors."
+"The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk. # * Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the consolidated statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against # Notes forming part of Consolidated Financial Statements Major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 8(k). # Unhedged Foreign Currency Exposure as at March 31, 2022 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,900|165|84|1,234| |Net financial liabilities|(8,589)|(437)|(1,290)|(421)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `635 crore for the year ended March 31, 2022. # Unhedged Foreign Currency Exposure as at March 31, 2021 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|3,194|155|101|1,129| |Net financial liabilities|(41)|(573)|(354)|(411)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `320 crore for the year ended March 31, 2021. File: AR_TCS_2021_2022.md # Interest Rate Risk The Group's investments are primarily in fixed rate interest bearing investments. Hence, the Group is not significantly exposed to interest rate risk. # Credit Risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `6,377 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. # Notes forming part of Consolidated Financial Statements include an amount of `6,727 crore held with four Indian banks having high credit rating which are individually in excess of 10% or more of the Group's total bank deposits as at March 31, 2022. None of the other financial instruments of the Group result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets and contract assets represents the maximum credit exposure."
+"The maximum exposure to credit risk was `1,05,498 crore and `94,201 crore as at March 31, 2022 and 2021, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables, loan, contract assets and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables and contract assets as at March 31, 2022 and 2021. # Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances) and contract assets is as follows: | |As at March 31, 2022| |As at March 31, 2021| | |---|---|---|---|---| |Geography|Gross%|Net%|Gross%|Net%| |United States of America|43.79|44.69|41.08|41.83| |India|15.51|13.83|20.31|18.79| |United Kingdom|16.47|16.86|16.37|16.75| Geographical concentration of trade receivables and contract assets is allocated based on the location of the customers. The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2022 and 2021, was `123 crore and `190 crore respectively. The reconciliation of allowance for doubtful trade receivables is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|1,289|1,137| |Change during the year|123|190| |Bad debts written off|(83)|(34)| |Translation exchange difference|4|(4)| |Balance at the end of the year|1,333|1,289| # Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. The tables below provide details regarding the contractual maturities of significant financial liabilities as at: | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| | |---|---|---|---|---|---|---| |Non-derivative financial liabilities|Trade payables|8,045|-|-|-|8,045| | |Lease liabilities|1,850|1,618|3,201|3,150|9,819| | |Other financial liabilities|7,582|343|231|5|8,161| | | |17,477|1,961|3,432|3,155|26,025| |Derivative financial liabilities|128|-|-|-|128| | | | |17,605|1,961|3,432|3,155|26,153| # Notes forming part of Consolidated Financial Statements |(` crore)|Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|7,860|-|-|-|7,860| |Trade payables|1,742|1,601|3,325|3,509|10,177| |Other financial liabilities|6,058|50|230|-|6,338| |Total|Total|Total|Total|Total|24,375| |Derivative financial liabilities|92|-|-|-|92| |Total|Total|Total|Total|Total|24,467| The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. The Board of Directors at its meeting held on January 12, 2022, approved a proposal to buy-back upto 4,00,00,000 equity shares of the Company for an aggregate amount not exceeding `18,000 crore, being 1.08% of the total paid up equity share capital at `4,500 per equity share. The shareholders approved the same on February 12, 2022, by way of a special resolution through postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 4,00,00,000 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on March 29, 2022. Capital redemption reserve was created to the extent of share capital extinguished (`4 crore). The excess cost of buy-back of `18,049 crore (including `49 crore towards transaction cost of buy-back) over par value of shares and corresponding tax on buy-back of `4,192 crore were offset from retained earnings. # I. Reconciliation of number of shares | | | | |As at March 31, 2022| |As at March 31, 2021| | |---|---|---|---|---|---|---|---| |Number of shares| | | | |Amount|Number of shares|Amount| |Equity shares| | | |369,90,51,373|370|375,23,84,706|375| | | | |Opening balance|369,90,51,373|370|375,23,84,706|375| |Shares extinguished on buy-back| | | |(4,00,00,000)|(4)|(5,33,33,333)|(5)| | | | |Closing balance|365,90,51,373|366|369,90,51,373|370| # Notes forming part of Consolidated Financial Statements # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III."
+"Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2022|As at March 31, 2021| | |---|---|---|---| |Equity shares| | | | |Holding company|264,43,17,117 equity shares (March 31, 2021: 266,91,25,829 equity shares) are held by Tata Sons Private Limited|264|267| |Subsidiaries and Associates of Holding company|7,220 equity shares (March 31, 2021: 7,220 equity shares) are held by Tata Industries Limited*|-|-| | |10,14,172 equity shares (March 31, 2021: 10,23,685 equity shares) are held by Tata Investment Corporation Limited*|-|-| | |46,798 equity shares (March 31, 2021: 46,798 equity shares) are held by Tata Steel Limited*|-|-| | |766 equity shares (March 31, 2021: 766 equity shares) are held by The Tata Power Company Limited*|-|-| | | |264|267| *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2022|As at March 31, 2021| | |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|264,43,17,117|266,91,25,829| | |% of shareholding|72.27%|72.16%| # V. Equity shares movement during 5 years preceding March 31, 2022 * Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in the quarter ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. * Equity shares extinguished on buy-back The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share. The equity shares bought back were extinguished on March 29, 2022. The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. Consolidated Financial Statements | 273 # Notes forming part of Consolidated Financial Statements The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. The Company bought back 5,61,40,350 equity shares for an aggregate amount of `16,000 crore being 2.85% of the total paid up equity share capital at `2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # VI. Disclosure of Shareholding of Promoters Disclosure of shareholding of promoters as at March 31, 2022 is as follows: |Promoter name| |Shares held by promoters| |%| | | |---|---|---|---|---|---|---| | |As at| |As at| |Change| | | |March 31, 2022|No. of shares|% of total shares|No. of shares|% of total shares|year| |Tata Sons Private Limited|264,43,17,117|72.27%|266,91,25,829|72.16%|0.11%| | |Total|264,43,17,117|72.27%|266,91,25,829|72.16%|0.11%| | Disclosure of shareholding of promoters as at March 31, 2021 is as follows: |Promoter name| |Shares held by promoters| | |%| | |---|---|---|---|---|---|---| | |As at| |As at| |Change| | | |March 31, 2021|No. of shares|% of total shares|No. of shares|% of total shares|year| |Tata Sons Private Limited|266,91,25,829|72.16%|270,24,50,947|72.02%|0.14%| | |Total|266,91,25,829|72.16%|270,24,50,947|72.02%|0.14%| | # Integrated Annual Report 2021-22 # 9) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability."
+"The right-of-use asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. # Notes forming part of Consolidated Financial Statements Payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. For leases with reasonably similar characteristics, the Group, on a lease-by-lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Group recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the re-measurement in statement of profit and loss. The Group has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Group as a lessor At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Group is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Group applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract. # The details of the right-of-use assets held by the Group is as follows: | |Additions for the year ended March 31, 2022|Net carrying amount as at March 31, 2022| |---|---|---| |Leasehold land|100|774| |Buildings|1,357|6,586| |Leasehold improvement|-|23| |Computer equipment|4|81| |Software licences|145|133| |Vehicles|16|32| |Office equipment|2|7| |Total|1,624|7,636| # Notes forming part of Consolidated Financial Statements | |Additions for the year ended|Net carrying amount as at| |---|---|---| |March 31, 2021|(` crore)|(` crore)| |Leasehold land|-|682| |Buildings|1,226|6,758| |Leasehold improvement|6|26| |Computer equipment|102|101| |Software licences|26|25| |Vehicles|30|32| |Office equipment|1|9| |Total|1,391|7,633| The Group incurred `277 crore and `352 crore for the years ended March 31, 2022 and 2021, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `2,228 crore and `2,312 crore for the years ended March 31, 2022 and 2021, respectively, including cash outflow for short term and low value leases. The Group has lease term extension options that are not reflected in the measurement of lease liabilities."
+"The present value of future cash outflows for such extension periods is `773 crore and `708 crore as at March 31, 2022 and 2021, respectively. Lease contracts entered by the Group majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Group does not have any lease restrictions and commitment towards variable rent as per the contract. # Depreciation on right-of-use assets is as follows: | |Year ended|Year ended| |---|---|---| |March 31, 2022|(` crore)|March 31, 2021| |Leasehold land|9|8| |Buildings|1,465|1,453| |Leasehold improvement|6|8| |Computer equipment|23|12| |Software licences|38|1| |Vehicles|16|14| |Office equipment|3|4| |Total|1,560|1,500| # 10) Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. Interest on lease liabilities is `519 crore and `523 crore for the years ended March 31, 2022 and 2021, respectively. # Notes forming part of Consolidated Financial Statements # The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|2-5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Integrated Annual Report 2021-22 Consolidated Financial Statements | 277 # Notes forming part of Consolidated Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical equipment|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2021|351|7,777|2,502|737|10,734|40|2,574|2,058|1,885|28,658| |Additions|-|51|108|35|1,868|(1)|187|41|55|2,345| |Disposals|(1)|(2)|(53)|(1)|(515)| |(75)|(44)|(42)|(733)| |Translation exchange difference| |3|12|(1)|12,087|39|2,686|7|8|30| |Cost as at March 31, 2022|352|7,829|2,569|770| | |2,062|1,906| |30,300| |Accumulated depreciation as at April 1, 2021|-|(2,947)|(1,575)|(302)|(7,531)|(33)|(2,199)|(1,393)|(1,568)|(17,548)| |Depreciation|-|(396)|(205)|(76)|(1,547)|(3)|(191)|(149)|(122)|(2,689)| |Disposals|-|2|52|-|510|1|75|43|42|725| |Translation exchange difference| |(2)|(8)|1|5|(35)|(2,315)|(4)|(6)|(14)| |Accumulated depreciation as at March 31, 2022| |(3,343)|(1,736)|(377)|(8,563)| | |(1,503)|(1,654)|(19,526)| |Net carrying amount as at March 31, 2022|352|4,486|833|393|3,524|4|371|559|252|10,774| |Capital work-in-progress*| | | | | | | | | |1,205| |Total| | | | | | | | | |11,979| *`2,345 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2022. # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical equipment|Furniture and fixtures|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2020|347|7,719|2,427|681|8,794|42|2,509|2,039|1,886|26,444| |Additions|5|71|142|53|2,047|3|137|46|61|2,565| |Disposals|(1)|(11)|(72)|(1)|(180)|(5)|(80)|(29)|(63)|(441)| |Translation exchange difference| |(2)|5|4|73| |8|2|1|90| |Cost as at March 31, 2021|351|7,777|2,502|737|10,734|40|2,574|2,058|1,885|28,658| |Accumulated depreciation as at April 1, 2020|-|(2,563)|(1,441)|(228)|(6,414)|(34)|(2,068)|(1,266)|(1,489)|(15,503)| |Depreciation|-|(393)|(199)|(72)|(1,246)|(4)|(204)|(152)|(137)|(2,407)| |Disposals|-|8|68|1|168|5|79|26|62|417| |Translation exchange difference| |1|(3)|(3)|(39)| |(6)|(1)|(4)|(55)| |Accumulated depreciation as at March 31, 2021| |(2,947)|(1,575)|(302)|(7,531)|(33)|(2,199)|(1,393)|(1,568)|(17,548)| |Net carrying amount as at March 31, 2021|351|4,830|927|435|3,203|7|375|665|317|11,110| |Capital work-in-progress*| | | | | | | | | |926| |Total| | | | | | | | | |12,036| *`2,565 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2021."
+"Integrated Annual Report 2021-22 Consolidated Financial Statements | 278 # Notes forming part of Consolidated Financial Statements # Capital work-in-progress * Capital work-in-progress ageing Ageing for capital work-in-progress as at March 31, 2022 is as follows: |Capital work-in-progress| | |Amount in Capital work-in-progress for a period of|Total| |---|---|---|---|---| |Less than 1 year|691| | |1,205| |1 - 2 years| |102| | | |2 - 3 years| | |39| | |More than 3 years| | | |373| Ageing for capital work-in-progress as at March 31, 2021 is as follows: |Capital work-in-progress| | |Amount in capital work-in-progress for a period of|Total| |---|---|---|---|---| |Less than 1 year|486| | |926| |1 - 2 years| |62| | | |2 - 3 years| | |41| | |More than 3 years| | | |337| * Project execution plans are modulated basis capacity requirement assessment on an annual basis and all the projects are executed as per rolling annual plan. # (b) Goodwill Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. The financial projections basis which the future cash flows have been estimated consider the increase in economic uncertainties due to COVID-19, reassessment of the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Goodwill consists of the following: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Balance at the beginning of the year|1,798|1,710| |Translation exchange difference|(11)|88| |Balance at the end of the year|1,787|1,798| Goodwill of `646 crore and `660 crore as at March 31, 2022 and 2021, respectively, has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 9.30%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. # Notes forming part of Consolidated Financial Statements The remaining amount of goodwill of &#x20B9;1,141 crore and &#x20B9;1,138 crore as at March 31, 2022 and 2021, respectively, (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # (c) Other intangible assets Intangible assets purchased including acquired in business combination, are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences and customer-related intangibles. |Type of asset|Useful lives| |---|---| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years| |Customer-related intangibles|3 years| Intangible assets are amortised on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs."
+"# Intangible assets | |Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2021|740|122|862| |Additions|1,002|-|1,002| |Disposals / Derecognised|(42)|-|(42)| |Translation exchange difference|(3)|(1)|(4)| |Cost as at March 31, 2022|1,697|121|1,818| |Accumulated amortisation as at April 1, 2021|(265)|(117)|(382)| |Amortisation|(349)|(6)|(355)| |Disposals / Derecognised|16|-|16| |Translation exchange difference|2|2|4| |Accumulated amortisation as at March 31, 2022|(596)|(121)|(717)| |Net carrying amount as at March 31, 2022|1,101|-|1,101| Integrated Annual Report 2021-22 Consolidated Financial Statements | 280 # Notes forming part of Consolidated Financial Statements |Other assets|Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2020|448|120|568| |Additions|356|-|356| |Disposals / Derecognised|(64)|-|(64)| |Translation exchange difference|-|2|2| |Cost as at March 31, 2021|740|122|862| |Accumulated amortisation as at April 1, 2020|(180)|(105)|(285)| |Disposals / Derecognised|(149)|(9)|(158)| |Amortisation|64|-|64| |Translation exchange difference|-|(3)|(3)| |Accumulated amortisation as at March 31, 2021|(265)|(117)|(382)| File: AR_TCS_2021_2022.md |Net carrying amount as at March 31, 2021|475|5|480| The estimated amortisation for the years subsequent to March 31, 2022 is as follows: |Year ending March 31|Amortisation expense| |---|---| |2023|463| |2024|403| |2025|214| |2026|22| Total: 1,101 # Other assets - Non-current |As at March 31, 2022|As at March 31, 2021| | | | | | | |---|---|---|---|---|---|---|---| | | | | | |Capital advances|78|66| | | | | | |Advances to related parties|23|33| | | | | | |Contract assets|171|250| | | | | | |Prepaid expenses|1,291|621| | | | | | |Contract fulfillment costs|150|228| | | | | |Others| |310|415| |Total| | | | | |2,023|1,613| Advances to related parties, considered good, comprise: |Entity|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Voltas Limited|-*|2| |Tata Realty and Infrastructure Ltd|-*|-*| |Tata Projects Limited|23|30| |Titan Engineering and Automation Limited|-*|-*| *Represents value less than `0.50 crore. # Notes forming part of Consolidated Financial Statements # Other assets - Current Non-current - Others includes advance of `271 crore and `369 crore towards acquiring right-of-use of leasehold land as at March 31, 2022 and 2021, respectively. |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Considered good| | | |Advance to suppliers|202|157| |Advance to related parties|8|10| |Contract assets|4,248|3,830| |Prepaid expenses|2,994|4,651| |Prepaid rent|18|28| |Contract fulfillment costs|1,074|796| |Indirect taxes recoverable|1,310|1,491| |Others|297|273| Considered doubtful |Advance to suppliers|2|3| |---|---|---| |Other advances|4|1| |Less: Allowance on doubtful assets|(6)|(4)| Total: 10,151 11,236 # Advance to related parties, considered good comprise: |The Titan Company Limited|-|2| |---|---|---| |Tata AIG General Insurance Company Limited|1|1| |Tata Sons Private Limited|7|7| # Inventories Inventories consists of a) Raw materials, sub-assemblies and components, b) Work-in-progress, c) Stores and spare parts and d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Group includes direct material and labour cost and a proportion of manufacturing overheads. # Inventories consist of the following: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Raw materials, sub-assemblies and components|17|8| |Finished goods and work-in-progress|3|-*| | |20|8| *Represents value less than `0.50 crore. Integrated Annual Report 2021-22 Consolidated Financial Statements | 282 # Notes forming part of Consolidated Financial Statements # (f) Other liabilities Other liabilities consist of the following: |Other liabilities - Current| | | | | |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---|---|---|---| |Advance received from customers|468|312| | | | | | | |Indirect taxes payable and other statutory liabilities|3,632|3,726| | | | | | | |Tax liability on buy-back of equity shares*|4,192|-| | | | | | | |Others|100|30| | | | | | | |Total|8,392|4,068| | | | | | | *Refer note 8(m)."
+"# (11) Other equity Other equity consist of the following: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Capital reserve|75|75| |Capital redemption reserve| | | |Opening balance|436|431| |Transfer from retained earnings|4|5| |Total|440|436| |General reserve| | | |Opening balance|27|27| |Transfer to retained earnings|(27)|-| |Total|-|27| |Special Economic Zone re-investment reserve| | | |Opening balance|2,538|1,594| |Transfer from retained earnings|9,407|5,058| |Transfer to retained earnings|(4,658)|(4,114)| |Total|7,287|2,538| |Retained earnings| | | |Opening balance|79,586|78,810| |Profit for the year|38,327|32,430| # Notes forming part of Consolidated Financial Statements | |(` crore)|(` crore)| |---|---|---| | |As at March 31, 2022|As at March 31, 2021| |Remeasurement of defined employee benefit plans|280|(71)| |Expenses for buy-back of equity shares1|(49)|(31)| |Tax on buy-back of equity shares1|(4,192)|(3,726)| |Buy-back of equity shares1|(17,996)|(15,995)| |Transfer from Special Economic Zone re-investment reserve|4,658|4,114| |Transfer from general reserve|27|-| | |1,00,641|95,531| |Less: Appropriations| | | |Dividend on equity shares|13,317|10,850| |Transfer to capital redemption reserve1|4|5| |Transfer to Special Economic Zone re-investment reserve|9,407|5,058| |Transfer to / (from) statutory reserve|(245)|32| | |78,158|79,586| |Statutory reserve| | | |Opening balance|407|375| |Transfer (to) / from retained earnings|(245)|32| | |162|407| # Revenue recognition The Group earns revenue primarily from providing IT services, consulting and business solutions. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Integrated Annual Report 2021-22 Consolidated Financial Statements | 284 # Notes forming part of Consolidated Financial Statements Group expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Group is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Group is acting as the principal or as an agent of the customer. The Group recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. The Group's contracts with customers could include promises to transfer multiple products and services to a customer. The Group assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer."
+"The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Group allocates the elements of variable considerations to all the performance obligations of the contract. Consolidated Financial Statements | 285 # Notes forming part of Consolidated Financial Statements unless there is observable evidence that they pertain to one or more distinct performance obligations. The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there are excess of revenues earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. In accordance with Ind AS 37, the Group recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Group disaggregates revenue from contracts with customers by nature of services, industry verticals and geography. # Revenue disaggregation by nature of services is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Consultancy services|1,90,289|1,62,508| |Sale of equipment and software licences|1,465|1,669| |Total|1,91,754|1,64,177| Unearned and deferred revenue (""contract liability"") is recognised when there are billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. Revenue disaggregation by industry vertical and geography has been included in segment information (Refer note 19). While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Group has applied the practical expedient in Ind AS 115. Integrated Annual Report 2021-22 Consolidated Financial Statements | 286 # Notes forming part of Consolidated Financial Statements Accordingly, the Group has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is `1,13,868 crore out of which 56.54% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above."
+"# Changes in contract assets are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|4,080|4,489| |Invoices raised that were included in the contract assets balance at the beginning of the year|(3,150)|(3,496)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|3,457|2,985| |Translation exchange difference|32|102| |Balance at the end of the year|4,419|4,080| # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|4,847|3,612| |Revenue recognised that was included in the unearned and deferred revenue balance at the beginning of the year|(3,251)|(3,010)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|3,094|4,182| |Translation exchange difference|55|63| |Balance at the end of the year|4,745|4,847| # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Contracted price|1,94,777|1,66,917| |Reductions towards variable consideration components|(3,023)|(2,740)| |Revenue recognised|1,91,754|1,64,177| The reduction towards variable consideration comprises of volume discounts, service level credits, etc. Integrated Annual Report 2021-22 Consolidated Financial Statements | 287 # Notes forming part of Consolidated Financial Statements # 13) Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Interest income|2,663|2,504| |Dividend income|4|8| |Net gain on disposal / fair valuation of investments carried at fair value through profit or loss|198|204| |Net gain on disposal of property, plant and equipment|23|13| |Net gain on lease modification|7|100| |Net loss on sub-lease|(9)|-| |Net foreign exchange gain|1,045|248| |Rent income|-|1| |Other income|87|56| |Total|4,018|3,134| Interest income comprise: |Interest on bank balances and bank deposits|295|137| |---|---|---| |Interest on financial assets carried at amortised cost|546|587| |Interest on financial assets carried at fair value through OCI|1,818|1,762| |Other interest (including interest on tax refunds)|4|18| Dividend income comprise: Dividend from mutual fund units and other investments 4 8 # 14) Employee benefits # Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Group provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. # Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Group provides benefits such as superannuation, provident fund (other than Company managed fund) and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Notes forming part of Consolidated Financial Statements # Short-term employee benefits Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Gratuity liability|13|12| |Foreign defined benefit plans|490|492| |Other employee benefit obligations|174|245| | |677|749| # Employee benefit obligations - Current |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Compensated absences|3,760|3,448| |Other employee benefit obligations|50|50| | |3,810|3,498| # Employee benefit expenses consist of the following: |(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Salaries, incentives and allowances|96,263|83,045| |Contributions to provident and other funds|8,450|6,401| |Staff welfare expenses|2,841|2,368| | |1,07,554|91,814| Integrated Annual Report 2021-22 Consolidated Financial Statements | 289 # Notes forming part of Consolidated Financial Statements Employee benefit plans consist of the following: # Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India operate a scheme of gratuity which is a defined benefit plan."
+"The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"# The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |(` crore)| | |Year ended March 31, 2022| | | | | |Year ended March 31, 2021| | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Change in benefit obligations|Benefit obligations, beginning of the year|4,315|12|2,292|237|6,856|3,638|8|755|161|4,562| | |Translation exchange difference|-|-|(17)|4|(13)|-|-|(21)|6|(15)| | |Plan assumed on insourcing of employees|-|-|-|-|-|-| |1,348|20|1,368| | |Plan participants' contribution|-|-|15|-|15|-| |12|-|12| | |Service cost|539|-|51|47|637|460|2|27|36|525| | |Interest cost|296|-|19|3|318|244|1|12|3|260| | |Remeasurement of the net defined benefit liability|(188)|1|(34)|(9)|(230)|135|2|139|18|294| | |Past service cost / (credit)|-|-|3|-|3|-|-|-|-| | | |Benefits paid|(489)|(1)|(35)|(13)|(538)|(162)|(1)|20|(7)|(150)| | |Shift of plan from unfunded to funded position|9|(9)|-|-|-|-|-|-|-| | | |Benefit obligations, end of the year|4,482|3|2,294|269|7,048|4,315|12|2,292|237|6,856| # Notes forming part of Consolidated Financial Statements |(` crore)| | |Year ended March 31, 2022| | | | |Year ended March 31, 2021| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Change in plan assets|Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | |Fair value of plan assets, beginning of the year|4,706|-|2,073|-|6,779|3,643|-| |629|-| |4,272| |Translation exchange difference|-|-|(21)|-|(21)|-|-| |(17)|-|(17)| | |Plan assumed on insourcing of employees|-|-|-|-|-|-|-| |1,302|-|1,302| | |Interest income|335|-|16|-|351|269|-|9|-| | |278| |Employers' contributions|980|-|48|-|1,028|837|-| |25|-| |862| |Plan participants' contribution|-|-|15|-|15|-|-| |12|-|12| | |Benefits paid|(489)|-|(35)|-|(524)|(162)|-| |20|-| |(142)| |Remeasurement - return on plan assets excluding amount included in interest income|(5)|-|36|-|31|119|-| |93|-| |212| |Fair value of plan assets, end of the year|5,527|-|2,132|-|7,659|4,706|-| |2,073|-| |6,779| # Notes forming part of Consolidated Financial Statements |(` crore)| | |As at March 31, 2022| | | |As at March 31, 2021| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded status|Deficit of plan assets over obligations|(10)|(3)|(221)|(269)|(503)|-|(12)|(255)|(237)|(504)| | |Surplus of plan assets over obligations|1,055|-|59|-|1,114|391|-|36|-|427| | |Total|1,045|(3)|(162)|(269)|611|391|(12)|(219)|(237)|(77)| |(` crore)| | | |As at March 31, 2022| | | |As at March 31, 2021| | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| | |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| |Category of assets|Corporate bonds|1,697|-|369|-|2,066|1,408|-|805|-|2,213| | |Equity instruments|66|-|543|-|609|29|-|-|-|29| | |Government bonds and securities|2,625|-|195|-|2,820|2,257|-|-|-|2,257| | |Insurer managed funds|983|-|503|-|1,486|910|-|431|-|1,341| | |Bank balances|10|-|24|-|34|2|-|3|-|5| | |Others|146|-|498|-|644|100|-|834|-|934| | |Total|5,527|-|2,132|-|7,659|4,706|-|2,073|-|6,779| # Notes forming part of Consolidated Financial Statements # Net periodic gratuity / pension cost, included in employee cost consists of the following components: | | | |Year ended March 31, 2022| | | | | | |Year ended March 31, 2021| | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | | | | |Domestic plans|Domestic plans| | |Foreign plans|Foreign plans| | |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | | | | | | | |Service cost|539| |-|51| |47|637|460| |2|27|36|525| | | | | | |Net interest on net defined benefit (asset) / liability|(39)| |-|3|3| |(33)|(25)| |1|3|3|(18)| | | | | | |Past service cost / (credit)|-|-| |3|-|3|-|-|-|-|-| | | | | | | | |Net periodic gratuity / pension cost|500| |-|57|50| |607|435|3| |30|39|507| | | | | | |Actual return on plan assets|330| |-|52|-| |382|388|-| |102|-|490| | | | | | # Remeasurement of the net defined benefit (asset) / liability: | | |Year ended March 31, 2022| | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---| | | | | |Domestic plans|Domestic plans| |Foreign plans|Foreign plans| |Total| | |Funded|Unfunded|Funded|Unfunded| | | | | | | |Actuarial (gains) and losses arising from changes in demographic assumptions| | | |(20)| |-|(13)| |(2)|(35)| |Actuarial (gains) and losses arising from changes in financial assumptions| | | |(166)| |-|(55)| |(25)|(246)| |Actuarial (gains) and losses arising from changes in experience adjustments| | | |(2)| |1|34| |18|51| |Remeasurement of the net defined benefit liability| | | |(188)|1| |(34)| |(9)|(230)| |Remeasurement - return on plan assets excluding amount included in interest income| | | |5|-| |(36)|-| |(31)| | | | | |(183)|1| |(70)| |(9)|(261)| # Notes forming part of Consolidated Financial Statements |(` crore)| | | |Year ended March 31, 2021|Total| | | |---|---|---|---|---|---|---|---| | |Domestic plans| | |Foreign plans|Funded|Unfunded| | |Actuarial (gains) and losses arising from changes in demographic assumptions|24| | |1| |(2)|23| |Actuarial (gains) and losses arising from changes in financial assumptions|(32)| | |118| |19|105| |Actuarial (gains) and losses arising from changes in experience adjustments|143| | |20|1| |166| |Remeasurement of the net defined benefit liability|135| | |139| |18|294| |Remeasurement - return on plan assets excluding amount included in interest income|(119)| | |(93)|-| |(212)| | |16| | |46| |18|82| # The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2022|Year ended March 31, 2022|Year ended March 31, 2021|Year ended March 31,"
+"2021| |---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|4.50%-7.25%|0.77%-8.30%|4.25%-7.00%|0.40%-7.55%| |Rate of increase in compensation levels of covered employees|4.00%-6.00%|1.50%-7.00%|4.00%-6.00%|1.25%-7.00%| |Rate of return on plan assets|4.50%-7.25%|0.77%-8.30%|4.25%-7.00%|0.40%-7.55%| |Weighted average duration of defined benefit obligations|2-16 years|3-31 years|3-18 years|3-65 years| Future mortality assumptions are taken based on the published statistics by the Insurance Regulatory and Development Authority of India. The expected benefits are based on the same assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2022. The Group is expected to contribute `57 crore to defined benefit plan obligations funds for the year ending March 31, 2023 comprising domestic component of `6 crore and foreign component of `51 crore. Integrated Annual Report 2021-22 Consolidated Financial Statements | 294 # Notes forming part of Consolidated Financial Statements The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Increase of 0.50%|(372)|(378)| |Decrease of 0.50%|422|421| If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Increase of 0.50%|200|276| |Decrease of 0.50%|(188)|(260)| The defined benefit obligations shall mature after year ended March 31, 2022 as follows: |Year ending March 31|Defined benefit obligations (` crore)| |---|---| |2023|533| |2024|449| |2025|478| |2026|463| |2027|478| |2028-2032|2,477| Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's # Notes forming part of Consolidated Financial Statements Contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. File: AR_TCS_2021_2022.md All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of the company's contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised as an expense in profit and loss under employee benefit expenses. # The details of fund and plan assets are given below: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Fair value of plan assets|22,814|20,003| |Present value of defined benefit obligations|(22,814)|(20,003)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. # The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Discount rate|7.00%|6.50%| |Average remaining tenure of investment portfolio|8 years|8 years| |Guaranteed rate of return|8.10%|8.50%| The Group expensed `1,383 crore and `1,085 crore for the years ended March 31, 2022 and 2021, respectively, towards provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred."
+"The Group has no further obligation beyond its monthly contribution. The Group expensed `383 crore and `366 crore for the years ended March 31, 2022 and 2021, respectively, towards Employees' Superannuation Fund. # Foreign defined contribution plan The Group expensed `1,796 crore and `1,458 crore for the years ended March 31, 2022 and 2021, respectively, towards foreign defined contribution plans. # Notes forming part of Consolidated Financial Statements # 15) Cost recognition # (b) Other expenses Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses are aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | | | | |(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---|---|---| |Raw materials, sub-assemblies and components consumed|29|14| | | | | |Equipment and software licences purchased|1,137|1,447| | | | | |Finished goods and work-in-progress|1,166|1,461| | | | | |Opening stock|-*|1| | | | | |Less: Closing stock|3|-*| | | | | | |(3)|1| | | | | | |1,163|1,462| | | | | *Represents value less than `0.50 crore. # 16) Finance costs Finance costs consist of the following: | | | | |(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---|---|---| | | |Interest on lease liabilities|519|523| | | | | |Interest on tax matters|218|96| | | | | |Other interest costs|47|18| | | | | | |784|637| | | # 17) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised."
+"Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Consolidated Financial Statements | 298 # Notes forming part of Consolidated Financial Statements Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # The income tax expense consists of the following: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Current tax| | | |Current tax expense for current year|14,333|11,737| |Current tax benefit pertaining to prior years|(679)|(102)| | |13,654|11,635| |Deferred tax| | | |Deferred tax benefit for current year|(333)|(359)| |Deferred tax benefit pertaining to prior years|(83)|(78)| | |(416)|(437)| | |13,238|11,198| # Integrated Annual Report 2021-22 The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in consolidated statement of profit and loss is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Profit before tax|51,687|43,760| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|18,062|15,292| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,792)|(4,708)| |Income exempt from tax|(396)|(325)| |Undistributed earnings in branches and subsidiaries|(47)|(13)| |Tax on income at different rates|980|471| |Tax pertaining to prior years|(762)|(180)| |Others (net)|193|661| |Total income tax expense|13,238|11,198| Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011, profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Notes forming part of Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2022 are as follows: |Gross deferred tax assets and liabilities are as follows:|(` crore)|As at March 31, 2022|Assets|Liabilities|Net| |---|---|---|---|---|---| |Opening balance| |3,164|416|254|(737)| |Recognised in profit and loss| |21| | | | |Recognised in other comprehensive income| |254| | | | |Adjustments / utilisation| |(737)| | | | |Exchange difference| |21| | | | |Closing balance| |3,118| | | | # Deferred tax assets / (liabilities) in relation to |Particulars|Assets|Liabilities|Net| |---|---|---|---| |Property, plant and equipment and intangible assets|539|105|434| |Provision for employee benefits|1,062|20|1,042| |Cash flow hedges|7|-|7| |Receivables, financial assets at amortised cost|471|-|471| |MAT credit entitlement|975|-|975| |Branch profit tax|-|77|(77)| |Undistributed earnings of subsidiaries|-|355|(355)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(320)|-|(320)| |Lease liabilities|240|(1)|241| |Others|734|34|700| # Notes forming part of Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2021 are as follows: | |Opening balance|Recognised in profit and loss|Recognised / reclassified from other comprehensive income|Adjustments / Utilisation|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|145|124|-|40|-|309| |Provision for employee benefits|654|168|8|77|(10)|897| |Cash flow hedges|7|-|(15)|-|-|(8)| |Receivables, financial assets at amortised cost|388|35|-|-|1|424| |MAT credit entitlement|1,074|39|-|597|-|1,710| |Branch profit tax|(284)|(26)|-|-|-|(310)| |Undistributed earnings of subsidiaries|(286)|88|-|-|-|(198)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(484)|1|(17)|-|-|(500)| |Lease liabilities|345|(84)|-|-|-|261| |Others|490|92|-|-|(3)|579| |Total|2,049|437|(24)|714|(12)|3,164| # Gross deferred tax assets and liabilities are as follows: |As at March 31, 2021|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|458|149|309| |Provision for employee benefits|908|11|897| |Cash flow hedges|(8)|-|(8)| |Receivables, financial assets at amortised cost|424|-|424| |MAT credit entitlement|1,710|-|1,710| |Branch profit tax|-|310|(310)| |Undistributed earnings of subsidiaries|-|198|(198)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(500)|-|(500)| |Lease liabilities|260|(1)|261| |Others|679|100|579| |Total|3,931|767|3,164| # Under the Income-tax Act, 1961 Unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership. Unrecognised deferred tax assets relate primarily to business losses and tax credit entitlements which do not qualify for recognition as per the applicable. # Notes forming part of Consolidated Financial Statements These unexpired business losses will expire based on the year of origination as follows: |March 31,|Unabsorbed business losses| |---|---| |2023|2| |2024|7| |2025|4| |2026|2| |2027|-| |Thereafter|116| The Company and its subsidiaries have ongoing disputes with income tax authorities in India and in some of the other jurisdictions where they operate. The disputes relate to tax treatment of certain expenses claimed as deduction, computation or eligibility of tax incentives and allowances and characterisation of fees for services received. The Company and its subsidiaries have recognised contingent liability in respect of tax demands received from direct tax authorities in India and other jurisdictions of `1,652 crore and `955 crore as at March 31, 2022 and 2021, respectively. These demand orders are being contested by the Company and its subsidiaries based on the management evaluation and advise of tax consultants. In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2022 and 2021, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2018 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2017 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2018 and earlier. # Notes forming part of Consolidated Financial Statements # 18) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period."
+"The Company did not have any potentially dilutive securities in any of the years presented. | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Profit for the year attributable to shareholders of the Company (` crore)|38,327|32,430| |Weighted average number of equity shares|369,88,32,195|374,01,10,733| |Basic and diluted earnings per share (`)|103.62|86.71| |Face value per equity share (`)|1|1| # 19) Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. The Group has identified business segments ('industry vertical') as reportable segments. The business segments comprise: 1) Banking, Financial Services and Insurance, 2) Manufacturing, 3) Retail and Consumer Business, 4) Communication, Media and Technology, 5) Life Sciences and Healthcare and 6) Others such as Energy, Resources and Utilities, e-Governance and Products. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment or manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. The assets and liabilities of the Group are used interchangeably amongst segments. Allocation of such assets and liabilities is not practicable and any forced allocation would not result in any meaningful segregation. Hence assets and liabilities have not been identified to any of the reportable segments. Summarised segment information for the years ended March 31, 2022 and 2021, is as follows: | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Life Sciences and Healthcare|Others|Total| |---|---|---|---|---|---|---|---| |Revenue from operations|75,126|18,610|30,715|31,874|20,462|14,967|1,91,754| |Segment result|20,174|5,602|8,534|9,518|6,139|3,090|53,057| |Total unallocable expenses| | | | | | |5,388| |Operating income| | | | | | |47,669| |Other income| | | | | | |4,018| |Profit before tax| | | | | | |51,687| |Tax expense| | | | | | |13,238| |Profit for the year| | | | | | |38,449| |Depreciation and amortisation expense (unallocable)| | | | | | |4,604| |Significant non-cash items (allocable)|14|(3)|10|2|(1)|113|135| # Notes forming part of Consolidated Financial Statements # Year ended March 31, 2021 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Life Sciences|Others|Total| |---|---|---|---|---|---|---|---| |Revenue from operations|65,634|15,950|25,589|27,077|16,968|12,959|1,64,177| |Segment result|18,681|4,483|7,151|8,010|5,253|2,968|46,546| |Total unallocable expenses*| | | | | | |5,920| |Operating income| | | | | | |40,626| |Other income| | | | | | |3,134| |Profit before tax| | | | | | |43,760| |Tax expense| | | | | | |11,198| |Profit for the year| | | | | | |32,562| |Depreciation and amortisation expense (unallocable)| | | | | | |4,065| |Significant non-cash items (allocable)|15|1|78|9|1|97|201| *Includes the provision towards legal claim of `1,218 crore. Refer note 20. # Geographical non-current assets (property, plant and equipment, right-of-use assets, goodwill, other intangible assets, income tax assets and other non-current assets) are allocated based on the location of the assets. # Information regarding geographical non-current assets is as follows: | | |Geography|As at March 31, 2022|As at March 31, 2021| | |---|---|---|---|---|---| | | |Americas| | | | | | | |North America|1,637|1,630| | | | |Latin America|852|840| | | |Europe| | | | | | | |United Kingdom|1,470|1,546| | | | |Continental Europe|2,164|2,472| | | |Asia Pacific| |743|882| | | |India| |19,494|17,901| | | | |Middle East and Africa|152|134| |Total| | | |26,512|25,405| # Notes forming part of Consolidated Financial Statements # Information about major customers No single customer represents 10% or more of the Group's total revenue for the years ended March 31, 2022 and 2021. # 20) Commitments and contingencies # Capital commitments The Group has contractually committed (net of advances) `1,439 crore and `1,071 crore as at March 31, 2022 and 2021, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters Refer note 17. - Indirect tax matters The Company and its subsidiaries have ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company and its subsidiaries have demands amounting to `568 crore and `556 crore as at March 31, 2022 and 2021, respectively, from various indirect tax authorities which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants."
+"- Other claims Claims aggregating `291 crore and `194 crore as at March 31, 2022 and 2021, respectively, against the Group have not been acknowledged as debts. # Integrated Annual Report 2021-22 In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. In April 2016, the Company received an unfavourable jury verdict awarding damages of `7,115 crore (US $940 million) to Epic which was thereafter reduced by the Trial Court to `3,179 crore (US $420 million). Pursuant to reaffirmation of the District Court order in March 2019, the Company filed an appeal in the Appeals Court to fully set aside the Order. Epic also filed a cross appeal challenging the reduction by the District Court judge of `757 crore (US $100 million) award and `1,514 crore (US $200 million) in punitive damages. On August 20, 2020, the Appeals Court vacated the award of `2,119 crore (US $280 million) in punitive damages considering the award to be constitutionally excessive and remanded the case back to District Court with instructions to reassess and reduce the punitive damages award to at most `1,060 crore (US $140 million), affirmed the District Court's decision vacating the jury's award of `757 crore (US $100 million) in compensatory damages for alleged use of ""other confidential information"" by the Company, and affirmed the District Court's decision upholding the jury's award of `1,060 crore (US $140 million) in compensatory damages for use of the comparative analysis by the Company. The proceedings for assessing punitive damages have been remanded back to the District Court. Both the Company and Epic have filed their briefs at the District Court in relation to punitive damages. The matter is under consideration by the District Court. On April 8, 2021, Epic approached the Supreme Court seeking review of the order of the Appeals Court vacating the award of `2,119 crore (US $280 million) towards punitive damages and remanding back to District Court with an instruction to reassess the punitive. # Notes forming part of Consolidated Financial Statements Damages, to no more than ₹1,060 crore (US $140 million). On March 21, 2022, the Supreme Court denied Epic's petition seeking review of the order. The Company will continue to pursue all legal options available in the matter. Considering all the facts and various legal precedents, on a conservative and prudent basis, the Company provided ₹1,218 crore (US $165 million) towards this legal claim in its statement of profit and loss for the three month period ended September 30, 2020. This was presented as an ""exceptional item"" in the consolidated statement of profit and loss. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for ₹3,331 crore (US $440 million) as financial security in order to stay execution of the judgement pending post-appeal proceedings and conclusion. # Letter of comfort The Company has given a letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of the letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The amounts assessed as contingent liability do not include interest that could be claimed by counterparties. Integrated Annual Report 2021-22 Consolidated Financial Statements | 306 # Notes forming part of Consolidated Financial Statements # 21) Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interests |Name of the entity|Country of incorporation|% of voting power as at March 31, 2022|% of voting power as at March 31, 2021|Net assets, i.e."
+"total assets minus total liabilities As % of consolidated net assets (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income As % of total comprehensive income (` crore)| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|80.18|77,173|87.61|38,187|252.53|(250)|87.24|37,937| |APTOnline Limited|India|89.00|89.00|0.11|110|0.04|18|1.01|(1)|0.04|17| |MP Online Limited|India|89.00|89.00|0.13|121|0.04|18|1.01|(1)|0.04|17| |C-Edge Technologies Limited|India|51.00|51.00|0.33|313|0.17|73|-|-|0.17|73| |MahaOnline Limited|India|74.00|74.00|0.08|80|-|1|-|-|-|1| |TCS e-Serve International Limited|India|100.00|100.00|0.16|156|0.20|88|-|-|0.20|88| |TCS Foundation|India|100.00|100.00|1.52|1,467|0.87|379|-|-|0.87|379| |Diligenta Limited|U.K.|100.00|100.00|1.46|1,402|0.02|8|(15.15)|15|0.05|23| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|0.87|834|1.11|484|-|-|1.11|484| |Tata America International Corporation|U.S.A.|100.00|100.00|1.27|1,219|1.65|721|4.04|(4)|1.65|717| |Tata Consultancy Services Asia Pacific Pte Ltd.|Singapore|100.00|100.00|0.93|897|0.43|187|-|-|0.43|187| Integrated Annual Report 2021-22 Consolidated Financial Statements | 307 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2022|% of voting power as at March 31, 2021|Net assets, i.e. total assets minus total liabilities As % of consolidated net assets (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income As % of total comprehensive income (` crore)| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Belgium|Belgium|100.00|100.00|0.44|426|0.22|98|-|-|0.23|98| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.66|631|0.77|334|(9.09)|9|0.79|343| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|2.74|2,636|1.23|536|-|-|1.23|536| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|0.92|887|0.36|157|-|-|0.36|157| |TCS FNS Pty Limited|Australia|100.00|100.00|0.15|147|0.09|41|-|-|0.09|41| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.74|1,678|1.65|718|-|-|1.65|718| |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.06|56|0.08|35|-|-|0.08|35| |Tata Consultancy Services Qatar L.L.C.|Qatar|100.00|100.00|0.03|33|-|1|-|-|-|1| |Tata Consultancy Services UK Limited|U.K.|100.00|100.00|0.03|27|-|-|-|-|-|-| |Tata Consultancy Services Ireland Limited|Ireland|100.00|100.00|0.25|245|0.05|21|-|-|0.05|21| |Subsidiaries (held indirectly) Foreign TCS e-Serve America, Inc.|U.S.A.|-|100.00|-|-|-|-|-|-|-|-| Integrated Annual Report 2021-22 Consolidated Financial Statements | 308 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2022|% of voting power as at March 31, 2021|Net assets, i.e. total assets minus total liabilities As % of consolidated net assets (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income As % of total comprehensive income (` crore)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services (China) Co., Ltd.|China|93.20|93.20|0.27|260|0.03|14| |Tata Consultancy Services Japan, Ltd.|Japan|66.00|66.00|1.53|1,476|0.60|263| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.08|74|-|1| File: AR_TCS_2021_2022.md |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|32|0.03|13| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.12|113|0.12|54| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.01|8|-|2| |Tata Consultancy Services Italia s.r.l.|Italy|100.00|100.00|0.08|74|0.04|17| |Tata Consultancy Services Luxembourg (G.D. de S.A.)|Capellen|100.00|100.00|0.11|109|0.12|53| |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.73|705|0.47|206| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|-|3|-|(2)| |Tata Consultancy Services Danmark ApS|Denmark|100.00|100.00|0.01|6|-|-| Integrated Annual Report 2021-22 Consolidated Financial Statements | 309 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2022|% of voting power as at March 31, 2021|Net assets, i.e. total assets minus total liabilities As % of consolidated net assets (` crore)|Share in Profit or loss Amount As % of consolidated profit or loss (` crore)|Share in other comprehensive income Amount As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income Amount As % of total comprehensive income (` crore)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services De Espana S.A.|Spain|100.00|100.00|0.07|70|0.04|19| |Tata Consultancy Services (Portugal) Unipessoal, Limitada|Portugal|100.00|100.00|0.01|13|0.02|9| |Tata Consultancy Services France|France|100.00|100.00|(0.40)|(385)|0.08|35| |Tata Consultancy Services Saudi Arabia|Saudi Arabia|100.00|76.00|0.12|112|(0.01)|(5)| |TCS Business Services GmbH|Germany|100.00|100.00|0.02|20|0.03|15| |TCS Technology Solutions AG|Germany|100.00|100.00|0.24|230|0.49|213| |Saudi Desert Rose Holding B.V.|Netherlands|100.00|-|-|2|0.08|34| |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.10|92|0.09|40| |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.04|41|-|1| |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.10|87|0.11|46| |Tata Consultancy Services Bulgaria EOOD|Bulgaria|100.00|-|0.01|9|0.02|9| |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.37|357|0.28|120| # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2022|% of voting power as at March 31, 2021|Net assets, i.e. total assets minus total liabilities As % of consolidated net assets (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income As % of total comprehensive income (` crore)| |---|---|---|---|---|---|---|---| |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.12|117|0.24|104| |Tata Consultancy Services Argentina S.A.|Argentina|100.00|100.00|-|2|-|1| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.34|324|0.15|65| |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|0.63|606|-|-| |MGDC S.C.|Mexico|100.00|100.00|0.04|43|(0.18)|(79)| |TCS Inversiones Chile Limitada|Chile|100.00|100.00|0.33|315|0.19|81| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.40|384|0.20|86| |Tata Consultancy Services Guatemala, S.A.|Guatemala|100.00|-|0.01|12|0.01|4| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.11|104|0.11|48| |Trusts|India|-|-|0.31|291|0.05|14| |TOTAL|TOTAL|TOTAL|TOTAL|100.00|96,244|100.00|43,586| a) Adjustments arising out of consolidation (6,398) (5,137) 4 (5,133) b) Non-controlling interests Indian subsidiaries APTOnline Limited (12) (2) - (2) Integrated Annual Report 2021-22 Consolidated Financial Statements | 311 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2022|% of voting power as at March 31, 2021|Net assets, i.e."
+"total assets minus total liabilities As % of consolidated net assets (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of consolidated other comprehensive income (` crore)|Share in total comprehensive income As % of total comprehensive income (` crore)| |---|---|---|---|---|---|---|---| |MP Online Limited| |(13)|(2)|-|(2)| |(2)| |C-Edge Technologies Limited| |(153)|(36)|-|(36)| |(36)| |MahaOnline Limited| |(21)|-|-|-| |-| |Tata Consultancy Services (China) Co., Ltd.| |(18)|(1)|(2)|(3)| |(3)| |Tata Consultancy Services Japan, Ltd.| |(490)|(81)|34|(47)| |(47)| |TOTAL| |(707)|(122)|32|(90)| |(90)| # TOTAL 89,139 38,327 (63) 38,264 # Notes: 1. Tata Consultancy Services Qatar S.S.C. renamed as Tata Consultancy Services Qatar L.L.C.. 2. W12 Studios Limited renamed as Tata Consultancy Services UK Limited. 3. Equity stake increased to 100% in Tata Consultancy Services Saudi Arabia on acquisition of Saudi Desert Rose Holding B.V. w.e.f. May 26, 2021. 4. Tata Consultancy Services Ireland Limited incorporated a wholly owned subsidiary, Tata Consultancy Services Bulgaria EOOD in Bulgaria on August 31, 2021. 5. TCS Iberoamerica SA incorporated a subsidiary, Tata Consultancy Services Guatemala, S.A. in Guatemala on September 1, 2021. 6. Postbank Systems AG renamed as TCS Technology Solutions AG. 7. TCS e-Serve America, Inc. liquidated w.e.f. December 29, 2021. # Integrated Annual Report 2021-22 # Consolidated Financial Statements | 312 # Notes forming part of Consolidated Financial Statements # 22) Related party transactions The Company's principal related parties consist of its holding company Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Refer note 21 for list of subsidiaries of the Company. Transactions and balances with its own subsidiaries are eliminated on consolidation."
+"Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue from operations|40|789|2,785|-|3,614| |Purchases of goods and services (including reimbursements)|-|571|159|-|730| |Brand equity contribution|204|-|-|-|204| |Facility expenses|1|20|45|-|66| |Lease rental|-|73|24|-|97| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|(3)|1|-|(2)| |Contribution and advance to post employment benefit plans|-|-|-|2,322|2,322| |Purchase of property, plant and equipment|-|15|147|-|162| |Advances given|-|3|6|-|9| |Advances recovered|-|4|17|-|21| |Dividend paid|9,609|5|2|-|9,616| |Buy-back of shares|11,164|4|6|-|11,174| # Notes forming part of Consolidated Financial Statements |(` crore)| | | |Year ended March 31, 2021| | | | | | |---|---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| | |Total| | | | |Revenue from operations| |35|609|2,205|-|2,849| | | | |Purchases of goods and services (including reimbursements)| |1|475|361|-|837| | | | |Brand equity contribution| |180|-|-|-|180| | | | |Facility expenses| |-|20|42|-|62| | | | |Lease rental| |1|36|45|-|82| | | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)| | | | |-|2|-|-|2| |Contribution and advance to post employment benefit plans| |-|-|-|5,913|5,913| | | | |Purchase of property, plant and equipment| |-|3|88|-|91| | | | |Advances given| |-|1| |6|-|7| | | |Advances recovered| |-|1|10|-|11| | | | |Advances taken| |-|1| |5|-|6| | | |Dividend paid| |7,817|4| |3|-|7,824| | | |Buy-back of shares| |9,998|4|-|-|10,002| | | | # Notes forming part of Consolidated Financial Statements # Balances receivable from related parties are as follows: |(` crore)| | | |As at March 31, 2022| | | | | |---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties| | | | |Total| |Trade receivables and contract assets| |11|245| |925| |-|1,181| |Loans, other financial assets and other assets| |10|53| |31| |-|94| |Total| |21|298| |956| |-|1,275| # Balances receivable from related parties are as follows: |(` crore)| | | |As at March 31, 2021| | | | | |---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties| | | | |Total| |Trade receivables and contract assets| |8|260| |714| |-|982| |Loans, other financial assets and other assets| |9|27| |62| |-|98| |Total| |17|287| |776| |-|1,080| # Balances payable to related parties are as follows: |(` crore)| | | |As at March 31, 2022| | | | | |---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties| | | | |Total| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| |189|499| |146| |-|834| |Commitments and guarantees| |-|37| |201|-| |238| Integrated Annual Report 2021-22 Consolidated Financial Statements | 315 # Notes forming part of Consolidated Financial Statements | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties|Total| |---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|175|299|394|-|868| |Commitments and guarantees|-|10|270|-|280| # Material related party transactions are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Revenue from operations| | | |Jaguar Land Rover Limited|1,500|1,093| |Tata Steel IJmuiden BV|558|452| # Transactions with key management personnel are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Short-term benefits|53|43| |Dividend paid during the year|1|1| | |54|44| # Material related party balances are as follows: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Trade receivables and contract assets| | | |Jaguar Land Rover Limited|379|290| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. # Notes forming part of Consolidated Financial Statements 23) The sitting fees and commission paid to non-executive directors is `12 crore and `10 crore as at March 31, 2022 and 2021, respectively. 24) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020, and invited suggestions from stakeholders which are under consideration by the Ministry."
+"The Company and its Indian subsidiaries will assess the impact and its evaluation once the subject rules are notified. The Company and its Indian subsidiaries will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. # 25) Dividends Dividends paid during the year ended March 31, 2022 include an amount of `15.00 per equity share towards final dividend for the year ended March 31, 2021 and an amount of `21.00 per equity share towards interim dividends for the year ended March 31, 2022. Dividends paid during the year ended March 31, 2021 include an amount of `6.00 per equity share towards final dividend for the year ended March 31, 2020 and an amount of `23.00 per equity share towards interim dividends for the year ended March 31, 2021. Dividends declared by the Company are based on profits available for distribution. On April 11, 2022, the Board of Directors of the Company have proposed a final dividend of `22.00 per share in respect of the year ended March 31, 2022 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `8,050 crore. As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Amit Somani Partner CFO Membership No: 060154 Pradeep Manohar Gaitonde Company Secretary Mumbai, April 11, 2022 Mumbai, April 11, 2022 Integrated Annual Report 2021-22 Consolidated Financial Statements | 317 # Independent Auditor's Report # Standalone Financial Statements # To the Members of Tata Consultancy Services Limited # Report on the Audit of the Standalone Financial Statements # Opinion We have audited the standalone financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Company""), which comprise the Standalone Balance Sheet as at 31 March 2022, and the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ""the standalone financial statements""). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (""the Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date. # Integrated Annual Report 2021-22 # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements. # Key Audit Matters Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters."
+"Standalone Financial Statements | 318 # Description of Key Audit Matter |Key audit matter|How our audit addressed the key audit matter| |---|---| |Revenue recognition- Fixed price contracts|The Company inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Company's estimate of contract costs (Refer Note 4(a) and Note 10 to the standalone financial statements). We identified revenue recognition of fixed price contracts where the percentage of completion is used as a Key Audit Matter since - - there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems; - application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates mainly in identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; | | |Our audit procedures included the following: - Obtained an understanding of the systems, processes and controls implemented by the Company for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances. - Including involvement of our Information technology ('IT') specialists, as required: - - Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised; - Tested the IT controls over appropriateness of cost and revenue reports generated by the system; - Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/changes to costs incurred; - Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects. On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including- | Integrated Annual Report 2021-22 Standalone Financial Statements | 319 # Other Information # Management's and Board of Directors' Responsibilities for the Standalone Financial Statements The Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the financial statements and our auditors' report thereon. The Company's annual report is expected to be made available to us after the date of this auditor's report. Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company's financial reporting process. # Auditor's Responsibilities for the Audit of the Standalone Financial Statements In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. # Integrated Annual Report 2021-22 # Standalone Financial Statements As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit."
+"We also: - Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors. - Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. - Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements # Statement of Cash Flows dealt with by opinion and to the best of our information and according to the explanations given to us: 1. As required by the Companies (Auditor's Report) Order, 2020 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. # (A) As required by Section 143(3) of the Act, we report that: 1. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 2. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. 3. c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account. 4. d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. 5. e) On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act. 6. f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". 3. # (B) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion: 1."
+"a) The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its standalone financial statements - Refer Note 19 to the standalone financial statements. 2. b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. 3. c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. 4. d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (""Intermediaries""), with the understanding, whether in writing or otherwise, that the (C) With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act: the Company shall: - directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (""Ultimate Beneficiaries"") by or on behalf of the Company - provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. (iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any material mis-statement. e) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVEXH5342 # Integrated Annual Report 2021-22 # Standalone Financial Statements | 323 # Annexure A to the Independent Auditor's report on the standalone financial statements of Tata Consultancy Services Limited for the year ended 31 March 2022 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # (i) (a) (A) File: AR_TCS_2021_2022.md The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, plant and equipment. # (B) The Company has maintained proper records showing full particulars of Intangible assets. # (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, plant and equipment by which all Property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain Property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. # (ii) (a) The inventory has been physically verified by the management during the year. No material discrepancies were noticed on such verification. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory. # (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of account of the Company."
+"# (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, plant and equipment (including Right-of-use assets) or Intangible assets or both during the year. # (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. # (iii) The Company has not made any investments, provided guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year. has granted loans to one company during the year, details of the loan is stated in sub-clause (a) below. The Company has not granted any loans, secured or unsecured, to firms, limited liability partnerships or any other parties during the year. # (a) A. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has not granted any loans to subsidiaries. # B. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted loans to a party other than subsidiaries as below: |Particulars|Amount (` in crores)| |---|---| |Aggregate amount during the year - Others|13,655| |Balance outstanding as at balance sheet date - Others|5,386| According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and conditions of the loans given are, prima facie, not prejudicial to the interest of the Company. # (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular. # (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given. # (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the overdues of existing loans given to the same party. # (f) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the products manufactured by it (and/or services provided by it). Accordingly, clause 3(vi) of the Order is not applicable. # (vii) (a) The Company does not have liability in respect of Sales tax, Service tax, Duty of excise and Value added tax during the year. since effective 1 July 2017, these statutory dues has been subsumed into GST. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax ('GST'), Provident fund, Employees' State Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of GST, Provident fund, Employees' State Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the date they became payable."
+"(b) According to the information and explanations given to us, there are no dues of GST, Provident fund, Employees' State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been deposited by the Company on account of disputes, except for the following: |Name of the Statute|Nature of the Dues|Amount (` in crores)|Period|Forum where dispute is pending| |---|---|---|---|---| |The Central Sales Tax Act, 1956 and Value Added Tax Act|Sales tax and VAT|233|Financial Year - 1994-1995, 2004-2005, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-17, 2017-18|High Court| | | | |Financial Year - 1990-1991, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2011-2012, 2012-2013|Tribunal| | | | |Financial Year - 1995-1996, 1997-1998, 2004-2005, 2005-2006, 2011-2012, 2016-17, 2017-18|Assistant Commissioner| | | | |Financial Year - 2008-2009, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2015-2016, 2016-2017|Deputy Commissioner| | | | |Financial Year - 1997-1998, 2005-2006, 2012-13, 2013-2014, 2014-2015, 2015-2016, 2016-2017|Joint Commissioner| |The Finance Act, 1994|Service tax|2|Financial Year - 2002-2003, 2003-2004, 2004-2005, 2008-09, 2009-2010, 2010-2011, 2011-2012, 2012-13, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Commissioner Appeals| |The Income-tax Act, 1961|Income-tax|4,181|Assessment Year - 2007-08, 2011-12, 2017-18, 2018-19|Commissioner of Income-tax (Appeals)| | | |545|Assessment Year - 2006-07, 2015-16|Income-tax Appellate Tribunal| | | |39|Assessment Year - 2008-09, 2009-10, 2010-11, 2016-17|Assessing Officer / National Faceless Assessment Centre| ** These amounts are net of amount paid/ adjusted under protest ` 769 crores Integrated Annual Report 2021-22 Standalone Financial Statements | 326 # Integrated Annual Report 2021-22 # Standalone Financial Statements (viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, we report that no funds have been raised on short-term basis by the Company. Accordingly, clause 3(ix)(d) of the Order is not applicable. (e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the Order is not applicable. (ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company did not have any loans or borrowings from any lender during the year. Accordingly, clause 3(ix)(a) of the Order is not applicable. (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government authority. Accordingly, clause 3(ix)(b) of the Order is not applicable. (c) According to the information and explanations given to us by the management, the Company has not obtained any term loans. Accordingly, clause 3(ix)(c) of the Order is not applicable. (d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable. (f) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. (x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable. (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable. (xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards. (xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business."
+"(b) We have considered the internal audit reports of the Company issued till date for the period under audit. (xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company. (xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable. (b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable. (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable. (d) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable. (xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year. (xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable. (xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. (xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVEXH5342 Integrated Annual Report 2021-22 Standalone Financial Statements | 328 # Annexure B to the Independent Auditor's Report on the standalone financial statements of Tata Consultancy Services Limited for the year ended 31 March 2022 # Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph 2(A)(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Management's and Board of Directors' Responsibilities for Internal Financial Controls The Company's Management and the Board of Directors are responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Opinion We have audited the internal financial controls with reference to standalone financial statements of Tata Consultancy Services Limited (""the Company"") as of 31 March 2022 in conjunction with our audit of the standalone financial statements of the Company as at and for the year ended on that date."
+"In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2022, based on the internal financial controls with reference to standalone financial statements. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control. Integrated Annual Report 2021-22 Standalone Financial Statements | 329 based on the assessed risk. The procedures selected procedures that (1) pertain to the maintenance of collusion or improper management override of depend on the auditor's judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to standalone financial statements. A company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Mumbai Membership No: 060154 11 April 2022 UDIN: 22060154AGVEXH5342 Integrated Annual Report 2021-22 Standalone Financial Statements | 330 # Standalone Balance Sheet | |Note|As at March 31, 2022|As at March 31, 2021| | | | | | |---|---|---|---|---|---|---|---|---| |ASSETS| | | | | | | | | |Non-current assets| | | | | | | | | |Property, plant and equipment|8(a)|9,669|9,821| | | | | | |Capital work-in-progress|8(a)|1,146|861| | | | | | |Right-of-use assets|7|5,837|5,876| | | | | | |Intangible assets|8(b)|1,018|362| | | | | | | | | | |Financial assets| | | | | | | | | |Investments|6(a)|29,262|28,324| | |Trade receivables| | | |Billed|6(b)|29,852|25,222| | | | | | |Unbilled| |6(b)|6,250|5,399| | | | | |Cash and cash equivalents|6(c)|8,197|1,112| | | | | | |Other balances with banks|6(d)|5,495|2,030| | | | | | |Loans|6(e)|5,653|10,486| | | | | | |Other financial assets|6(f)|1,432|1,363| | |Income tax assets (net)| |1,643|1,501| | | | | | |Deferred tax assets (net)|15|2,779|3,160| | | | | | |Other assets|8(c)|1,797|1,273| | | | | | |Total non-current assets| |27,071|26,221| | | | | | | | | | | | | | | | | | | | |Total current assets| |94,192|83,160| | | | | | |TOTAL ASSETS| |1,21,263|1,09,381| | | | | | |EQUITY AND LIABILITIES| | | | | | | | |Equity| | | | | | | | | | |Share capital|6(n)|366|370| | | | | | |Other equity|9|76,807|74,424| | | | | | |Total equity| |77,173|74,794| | Integrated Annual Report 2021-22 Standalone Financial Statements | 331 # Standalone Balance Sheet |Note|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Liabilities|Liabilities|Liabilities| |Non-current liabilities|Non-current liabilities|Non-current liabilities| |Financial liabilities| | | |Lease liabilities|4,879|5,077| |Other financial liabilities|518|228| |Employee benefit obligations|103|108| |Deferred tax liabilities (net)|129|365| |Unearned and deferred revenue|560|284| |Total non-current liabilities|6,189|6,062| |Current liabilities|Current liabilities|Current liabilities| |Financial liabilities| | | |Lease liabilities|976|835| |Trade payables| | | |Dues of small enterprises and micro enterprises|-|-| |Dues of creditors other than small enterprises and micro enterprises|10,082|7,962| |Other financial liabilities|5,826|4,473| |Unearned and deferred revenue|3,013|2,877| |Other liabilities|7,033|2,720| |Provisions|1,377|1,350| |Employee benefit obligations|2,844|2,598| |Income tax liabilities (net)|6,750|5,710| |Total current liabilities|37,901|28,525| |TOTAL EQUITY AND LIABILITIES|1,21,263|1,09,381| NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director COO and Executive Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 Integrated Annual Report 2021-22 Standalone Financial Statements | 332 # Standalone Statement of Profit and Loss |Note|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Revenue from operations|1,60,341|1,35,963| |Other income|7,486|5,400| |TOTAL INCOME|1,67,827|1,41,363| # Expenses |Note|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Employee benefit expenses|81,097|69,046| |Cost of equipment and software licences|1,010|1,230| |Finance costs|486|537| |Depreciation and amortisation expense|3,522|3,053| |Other expenses|31,989|25,377| |TOTAL EXPENSES|1,18,104|99,243| # Profit Before Exceptional Item and Tax |Year ended March 31, 2022|Year ended March 31, 2021| |---|---| |49,723|42,120| # Exceptional item |Note|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Provision towards legal claim|-|1,218| # Profit Before Tax |Year ended March 31, 2022|Year ended March 31, 2021| |---|---| |49,723|40,902| # Tax Expense |Note|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Current tax|11,931|10,300| |Deferred tax|(395)|(358)| |TOTAL TAX EXPENSE|11,536|9,942| # Profit for the Year |Year ended March 31, 2022|Year ended March 31, 2021| |---|---| |38,187|30,960| # Other Comprehensive Income (OCI) |Items|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Remeasurement of defined employee benefit plans|180|(16)| |Income tax on items that will not be reclassified|(39)|3| # Total Comprehensive Income for the Year |Year ended March 31, 2022|Year ended March 31, 2021| |---|---| |37,937|31,033| # Earnings per Equity Share | |Note|Basic and diluted (`)| | | | | | |---|---|---|---|---|---|---|---| | | | | | |16|103.24|82.78| # Weighted Average Number of Equity Shares |Year ended March 31, 2022|Year ended March 31, 2021| |---|---| |369,88,32,195|374,01,10,733| # Notes Forming Part of Standalone Financial Statements As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde CFO Company Secretary Mumbai, April 11, 2022 Mumbai, April 11, 2022 # Standalone Statement of Changes in Equity # A."
+"EQUITY SHARE CAPITAL | |Balance as at April 1, 2021|Changes in equity share capital due to prior period errors|Restated balance as at April 1, 2021|Changes in equity share capital during the year*|Balance as at March 31, 2022| |---|---|---|---|---|---| |(` crore)|370|-|370|(4)|366| | |Balance as at April 1, 2020|Changes in equity share capital due to prior period errors|Restated balance as at April 1, 2020|Changes in equity share capital during the year*|Balance as at March 31, 2021| |---|---|---|---|---|---| |(` crore)|375|-|375|(5)|370| *Refer note 6(n). # B. OTHER EQUITY | | |Reserves and surplus| | | |Items of other comprehensive income| |Total Equity| |---|---|---|---|---|---|---|---|---| | |Capital|Capital redemption reserve|Special Economic Zone re-investment reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Intrinsic value|Time value| |Balance as at April 1, 2021|-|13|2,538|70,928|916|56|(27)|74,424| |Profit for the year|-|-|-|38,187|-|-|-|38,187| |Other comprehensive income / (losses)|-|-|-|141|(336)|(29)|(26)|(250)| |Total comprehensive income|-|-|-|38,328|(336)|(29)|(26)|37,937| |Dividend|-|-|-|(13,317)|-|-|-|(13,317)| |Expenses for buy-back of equity shares1|-|-|-|(49)|-|-|-|(49)| |Tax on buy-back of equity shares1|-|-|-|(4,192)|-|-|-|(4,192)| |Buy-back of equity shares1|-|4|-|(18,000)|-|-|-|(17,996)| |Transfer to Special Economic Zone re-investment reserve|-|-|9,407|(9,407)|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|(4,658)|4,658|-|-|-|-| |Balance as at March 31, 2022|-|17|7,287|68,949|580|27|(53)|76,807| Integrated Annual Report 2021-22 Standalone Financial Statements | 334 # Standalone Statement of Changes in Equity |(` crore)|Reserves and surplus|Reserves and surplus|Reserves and surplus|Reserves and surplus|Items of other comprehensive income|Items of other comprehensive income|Items of other comprehensive income|Total Equity| | | | | | |---|---|---|---|---|---|---|---|---| |Capital reserve*|Capital redemption reserve|Special Economic Zone re-investment reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve|Intrinsic value|Time value| | |Balance as at April 1, 2020|-|8|1,594|71,532|882|45|(68)|73,993| |Profit for the year|-|-|-|30,960|-|-|-|30,960| |Other comprehensive income / (losses)|-|-|-|(13)|34|11|41|73| |Total comprehensive income|-|-|-|30,947|34|11|41|31,033| |Dividend|-|-|-|(10,850)|-|-|-|(10,850)| |Expenses for buy-back of equity shares1|-|-|-|(31)|-|-|-|(31)| |Tax on buy-back of equity shares1|-|-|-|(3,726)|-|-|-|(3,726)| |Buy-back of equity shares1|-|5|-|(16,000)|-|-|-|(15,995)| |Transfer to Special Economic Zone re-investment reserve|-|-|5,058|(5,058)|-|-|-|-| |Transfer from Special Economic Zone re-investment reserve|-|-|(4,114)|4,114|-|-|-|-| |Balance as at March 31, 2021|-|13|2,538|70,928|916|56|(27)|74,424| *Represents values less than `0.50 crore. 1Refer Note 6(n). Gain of `141 crore and loss of `13 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2022 and 2021, respectively. Integrated Annual Report 2021-22 Standalone Financial Statements | 335 # Standalone Statement of Changes in Equity File: AR_TCS_2021_2022.md # Nature and purpose of reserves # (a) Capital reserve The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. # (b) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (c) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (d) Retained earnings This reserve represents undistributed accumulated earnings of the Company as on the balance sheet date. # (e) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (f) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Amit Somani Partner Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 Integrated Annual Report 2021-22 Standalone Financial Statements | 336 # Standalone Statement of Cash Flows | |Year ended March 31, 2022|Year ended March 31, 2021| |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | | | | |Profit for the year|38,187|30,960|Other assets|747|(2,432)| |Adjustments for:| | |Trade payables|2,120|(771)| |Depreciation and amortisation expense|3,522|3,053|Unearned and deferred revenue|412|246| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|107|185|Other financial liabilities|968|(171)| |Provision towards legal claim (Refer note 19)|-|1,218|Other liabilities and provisions|388|1,127| |Tax expense|11,536|9,942|Cash generated from operations|46,463|41,627| |Net cash generated from operating activities|36,127|33,822|CASH FLOWS FROM INVESTING ACTIVITIES| | | |Taxes paid (net of refunds)|(10,336)|(7,805)|Bank deposits placed|(14,653)|(5,678)| | | | |Inter-corporate deposits placed|(13,655)|(20,139)| | | | |Purchase of investments|(70,826)|(51,822)| | | |Payment for purchase of property, plant and equipment| |(2,147)|(2,071)| | | |Payment including advances for acquiring right-of-use assets| |(13)|(101)| | | | |Payment for purchase of intangible assets|(457)|(242)| | | |Payment towards subscription of shares in wholly owned subsidiary| |-|(224)| | | | |Proceeds from bank deposits|11,201|4,617| | | | |Proceeds from inter-corporate deposits|18,560|16,892| | | | |Proceeds from disposal / redemption of investments|69,451|49,333| | | | |Proceeds from sub-lease receivable|4|-| | | |Proceeds from disposal of property, plant and equipment| |29|31| # Standalone Statement of Cash Flows | |(` crore)|(` crore)| |---|---|---| |Year ended|March 31, 2022|March 31, 2021| |Proceeds from liquidation of wholly owned subsidiary|-|12| |Interest received|2,594|2,605| |Dividend received from subsidiaries|3,554|2,211| |Net cash generated from / (used in) investing activities|3,642|(4,576)| |CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES| |Repayment of lease liabilities|(935)|(879)| |Interest paid|(478)|(537)| |Dividend paid|(13,317)|(10,850)| |Transfer of funds to buy-back escrow account|(180)|(160)| |Transfer of funds from buy-back escrow account|162|160| |Expenses for buy-back of equity shares (Refer note 6(n))|(49)|(31)| |Tax on buy-back of equity shares (Refer note 6(n))|-|(3,726)| |Buy-back of equity shares (Refer note 6(n))|(18,000)|(16,000)| |Net cash used in financing activities|(32,797)|(32,023)| |Net change in cash and cash equivalents|6,972|(2,777)| |Cash and cash equivalents at the beginning of the year|1,112|3,852| |Exchange difference on translation of foreign currency cash and cash equivalents|113|37| |Cash and cash equivalents at the end of the year|8,197|1,112| *Represents values less than `0.50 crore. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS Refer note 13(c) for amount spent during the years ended March 31, 2022 and 2021 on construction / acquisition of any asset and other purposes relating to CSR activities. As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 Integrated Annual Report 2021-22 Standalone Financial Statements | 338 # Notes forming part of Standalone Financial Statements # 1) Corporate information Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides IT services, consulting and business solutions and has been partnering with many of the world's largest businesses in their transformation journeys. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai - 400001. As at March 31, 2022, Tata Sons Private Limited, the holding company owned 72.27% of the Company's equity share capital. The Board of Directors approved the standalone financial statements for the year ended March 31, 2022 and authorised for issue on April 11, 2022. # 2) Statement of compliance These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") as prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These standalone financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period."
+"Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Company has considered an operating cycle of 12 months. The statement of cash flows have been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. The Company considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. These standalone financial statements have been prepared in Indian Rupee (`) which is the functional currency of the Company. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The significant accounting policies used in preparation of the standalone financial statements have been discussed in the respective notes. # Notes forming part of Standalone Financial Statements # 4) Use of estimates and judgements The preparation of standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of standalone financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Company uses the following critical accounting estimates in preparation of its standalone financial statements: # (a) Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation. # (b) Useful lives of property, plant and equipment The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # (c) Impairment of investments in subsidiaries The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss. # (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # (e) Provision for income tax and deferred tax assets The Company uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised."
+"Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # (f) Provisions and contingent liabilities The Company estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. # Notes forming part of Standalone Financial Statements The Company uses significant judgements to assess contingent liabilities. Contingent liabilities are recognised when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the standalone financial statements. # (g) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Company to use assumptions. These assumptions have been explained under employee benefits note. # (h) Leases The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # (i) Impact of COVID-19 (pandemic) The Company has taken into account all the possible impacts of COVID-19 in preparation of these standalone financial statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes in cost budgets of fixed price contracts, impact on leases and impact on effectiveness of its hedges. The Company has carried out this assessment based on available internal and external sources of information upto the date of approval of these standalone financial statements and believes that the impact of COVID-19 is not material to these standalone financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the standalone financial statements may differ from that estimated as at the date of approval of these standalone financial statements owing to the nature and duration of COVID-19. # 5) Recent pronouncements Ministry of Corporate Affairs (""MCA"") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1, 2022, as below: # Notes forming part of Standalone Financial Statements # Ind AS 103 - Reference to Conceptual Framework The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its financial statements."
+"# Ind AS 16 - Proceeds before intended use The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Company does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements. # Ind AS 37 - Onerous Contracts - Costs of Fulfilling a Contract The amendments specify that the 'cost of fulfilling' a contract comprises the 'costs that relate directly to the contract'. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company does not expect the amendment to have any significant impact in its financial statements. The amendment clarifies which fees an entity includes when it applies the '10 percent' test of Ind AS 109 in assessing whether to derecognise a financial liability. The Company does not expect the amendment to have any significant impact in its financial statements. # Ind AS 116 - Annual Improvements to Ind AS (2021) The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives were described in that illustration. The Company does not expect the amendment to have any significant impact in its financial statements. # 6) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. Integrated Annual Report 2021-22 Standalone Financial Statements | 342 # Notes forming part of Standalone Financial Statements # Cash and cash equivalents The Company considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Investment in subsidiaries Investment in subsidiaries are measured at cost less impairment loss, if any. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method."
+"# Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost. # Derivative accounting # Instruments in hedging relationship The Company designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company. Standalone Financial Statements | 343 # Notes forming part of Standalone Financial Statements The hedge instruments are designated and documented as hedges at the inception of the contract. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the intrinsic value and time value of an option is recognised in the other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in the statement of profit and loss when the forecasted transaction ultimately affects profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Company enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and/or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition."
+"Integrated Annual Report 2021-22 Standalone Financial Statements | 344 # Notes forming part of Standalone Financial Statements # (a) Investments Investments consist of the following: # Investments - Non-current |(` crore)|As at March 31, 2022|As at March 31, 2021| | |---|---|---|---| |Investment in subsidiaries| | | | |Fully paid equity shares (unquoted)| |2,405|2,405| |Investments designated at fair value through OCI| | | | File: AR_TCS_2021_2022.md |Fully paid equity shares (unquoted)|Taj Air Limited|19|19| |Less: Impairment in value of investments| |(19)|(19)| | | |2,405|2,405| # Investments - Current |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|884|4,068| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|25,667|23,670| |Corporate bonds (quoted)|1,242|450| |Investments carried at amortised cost| | | |Certificate of deposits (quoted)|99|-| |Commercial papers (quoted)|381|136| |Treasury bills (quoted)|989|-| | |29,262|28,324| Government bonds and securities includes bonds pledged with bank for credit facility and with manager to the buy-back amounting to `3,560 crore and `1,650 crore as at March 31, 2022 and 2021, respectively. # Aggregate value of quoted and unquoted investments is as follows: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Aggregate value of quoted investments|29,262|28,324| |Aggregate value of unquoted investments (net of impairment)|2,405|2,405| |Aggregate market value of quoted investments|29,263|28,324| |Aggregate value of impairment of investments|19|19| # Market value of quoted investments carried at amortised cost is as follows: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Certificate of deposits|99|-| |Commercial papers|381|136| |Treasury bills|990|-| # Carrying value of investment in equity instruments is as follows: |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---| |212,27,83,424|UYU|1|TCS Iberoamerica SA|461|461| |15,75,300|INR|10|APTOnline Limited|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium|1|1| # Notes forming part of Standalone Financial Statements |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---| |66,000|EUR|1,000|Tata Consultancy Services Netherlands BV|403|403| |1,000|SEK|100|Tata Consultancy Services Sverige AB|19|19| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|2|2| |20,000|USD|10|Tata America International Corporation|453|453| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|19|19| |3,72,58,815|AUD|1|TCS FNS Pty Limited|212|212| |10,00,001|GBP|1|Diligenta Limited|429|429| |1,000|USD|-|Tata Consultancy Services Canada Inc.|-*|-*| |100|CAD|70,653.61|Tata Consultancy Services Canada Inc.|31|31| |51,00,000|INR|10|C-Edge Technologies Limited|5|5| |8,90,000|INR|10|MP Online Limited|1|1| |1,40,00,000|ZAR|1|Tata Consultancy Services (Africa) (PTY) Ltd.|66|66| # Integrated Annual Report 2021-22 |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---| |18,89,005|INR|10|MahaOnline Limited|2|2| |-|QAR|-|Tata Consultancy Services Qatar L.L.C.|2|2| |10,00,000|INR|100|TCS e-Serve International Limited|10|10| |1,00,500|GBP|0.00001|Tata Consultancy Services UK Limited|66|66| |2,50,00,000|EUR|1|Tata Consultancy Services Ireland Limited|224|224| |10,00,000|INR|10|TCS Foundation|-|-| # Equity instruments designated at fair value through OCI |In Numbers|Currency|Face value per share|Equity instruments designated at fair value|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---| |1,90,00,000|INR|10|Taj Air Limited|19|19| |Less : Impairment in value of investments| | | |(19)|(19)| | | | | |-|-| *Represents value less than `0.50 crore. # Notes: 1. Tata Consultancy Services Qatar S.S.C. renamed as Tata Consultancy Services Qatar L.L.C. 2. W12 Studios Limited renamed as Tata Consultancy Services UK Limited."
+"# Notes forming part of Standalone Financial Statements # The movement in fair value of investments carried / designated at fair value through OCI is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|916|882| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(516)|51| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|180|(17)| |Balance at the end of the year|580|916| # (b) Trade receivables - Billed Trade receivables - Billed (unsecured) consist of the following: # Trade receivables - Billed - Non-current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Trade receivables - Billed|932|787| |Less: Allowance for doubtful trade receivables - Billed|(842)|(732)| |Considered good|90|55| # Ageing for trade receivables - non-current outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| |Total| | | | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|-|-|12|93|227|584|916| |Undisputed trade receivables - which have significant increase in credit risk|-|-|-|-|-|-|-| | |Undisputed trade receivables - credit impaired|-|-|-|-|-|-|-| | |Disputed trade receivables - considered good|-|-|-|-|-|16|16| | |Disputed trade receivables - which have significant increase in credit risk|-|-|-|-|-|-|-| | |Disputed trade receivables - credit impaired|-|-|-|-|-|-|-| | | |-|-|12|93|227|600|932| | |Less: Allowance for doubtful trade receivables - Billed| | | | | |(842)| | | | | | | | | |90| | | Trade receivables - Unbilled 53 143 Integrated Annual Report 2021-22 Standalone Financial Statements | 347 # Notes forming part of Standalone Financial Statements # Ageing for trade receivables - non-current outstanding as at March 31, 2021 |Particulars|Not due|Outstanding for following periods from due date of payment| |Total| | | | |---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Trade receivables - Billed|-|-|17|154|86|514|771| |Undisputed trade receivables - considered good|-|-|17|154|86|514|771| |Undisputed trade receivables - which have significant increase in credit risk|-|-|-|-|-|-|-| |Undisputed trade receivables - credit impaired|-|-|-|-|-|-|-| |Disputed trade receivables - considered good|-|-|-|-|-|16|16| |Disputed trade receivables - which have significant increase in credit risk|-|-|-|-|-|-|-| |Disputed trade receivables - credit impaired|-|-|-|-|-|-|-| | |-|-|17|154|86|530|787| Less: Allowance for doubtful trade receivables - Billed (732) 55 Trade receivables - Unbilled 260 315 # Trade receivables - Billed - Current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Trade receivables - Billed|30,010|25,361| |Less: Allowance for doubtful trade receivables - Billed|(173)|(183)| |Considered good|29,837|25,178| |Trade receivables - Billed|137|211| |Less: Allowance for doubtful trade receivables - Billed|(122)|(167)| |Credit impaired|15|44| | |29,852|25,222| Above balances of trade receivables - billed include balances with related parties (Refer note 20)."
+"# Notes forming part of Standalone Financial Statements # Ageing for trade receivables - current outstanding as at March 31, 2022 |Particulars|Not due|Outstanding for following periods from due date of payment| |Total| | | | | | |---|---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | | |Trade receivables - Billed|23,985|4,069|903|594|224|211|29,986| | | |Undisputed trade receivables - considered good| | |-|-|-|-|-|-|-| |Undisputed trade receivables - which have significant increase in credit risk|-|-|-|57|6|67|130| | | |Undisputed trade receivables - credit impaired|-|-|-|-|-|24|24| | | |Disputed trade receivables - considered good| | |-|-|-|-|-|-|-| |Disputed trade receivables - which have significant increase in credit risk|-|-|-|-|-|7|7| | | |Total|23,985|4,069|903|651|230|309|30,147| | | |Less: Allowance for doubtful trade receivables - Billed| | | |(295)| | | | | | | | | | |29,852| | | | | | |Trade receivables - Unbilled| | | |6,250| | | | | | | | | | |36,102| | | | | | # Ageing for trade receivables - current outstanding as at March 31, 2021 |Particulars|Not due|Outstanding for following periods from due date of payment|Total| | | | | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|18,966|4,714|437|792|279|148|25,336| | |Undisputed trade receivables - considered good| |-|-|-|-|-|-|-| |Undisputed trade receivables - which have significant increase in credit risk|-|4|81|12|74|33|204| | |Disputed trade receivables - considered good|-|5|-|-|15|5|25| | |Disputed trade receivables - which have significant increase in credit risk| |-|-|-|-|-|-|-| |Disputed trade receivables - credit impaired|-|-|-|-|-|7|7| | |Total|18,966|4,723|518|804|368|193|25,572| | |Less: Allowance for doubtful trade receivables - Billed| |(350)| | | | | | | | | |25,222| | | | | | | |Trade receivables - Unbilled| |5,399| | | | | | | | | |30,621| | | | | | | Integrated Annual Report 2021-22 Standalone Financial Statements | 349 # Notes forming part of Standalone Financial Statements # (c) Cash and cash equivalents Cash and cash equivalents consist of the following: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Balances with banks| | | |In current accounts|809|1,032| |In deposit accounts|7,388|77| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|-*|3| |Total|8,197|1,112| *Represents value less than `0.50 crore. # (d) Other balances with banks Other balances with banks consist of the following: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Earmarked balances with banks|195|182| |Short-term bank deposits|5,300|1,848| |Total|5,495|2,030| Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money for derivative contracts, unclaimed dividends and balance in escrow account for buy-back of equity shares. # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current |(` crore)|As at March 31, 2022|As at March 31, 2021| | |---|---|---|---| |Considered good|Loans and advances to employees|8|2| |Total|8|2| | # Loans - Current |(` crore)|As at March 31, 2022|As at March 31, 2021| | |---|---|---|---| |Considered good|Inter-corporate deposits|5,386|10,291| |Loans and advances to employees|267|195| | |Credit impaired|Loans and advances to employees|22|15| |Less: Allowance on loans and advances to employees|(22)|(15)| | |Total|5,653|10,486| | Inter-corporate deposits placed with financial institutions yield fixed interest rate."
+"# Notes forming part of Standalone Financial Statements # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Security deposits|613|632| |Others|13|13| |Total|626|645| # Other financial assets - Current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Security deposits|161|143| |Fair value of foreign exchange derivative assets|388|495| |Interest receivable|597|566| |Others|286|159| |Total|1,432|1,363| # (g) Dues of small enterprises and micro enterprises The disclosure pursuant to the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED Act) for dues to micro enterprises and small enterprises as at March 31, 2022 and March 31, 2021 is as under: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Dues remaining unpaid to any supplier|Principal|-| | |Interest on the above|-| |Amount of interest paid in terms of section 16 of the MSMED Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year|33|39| |Amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act, 2006|-|-| |Amount of interest accrued and remaining unpaid|-|-| |Amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act, 2006*|-|-| *Represents value less than `0.50 crore. Integrated Annual Report 2021-22 Standalone Financial Statements | 351 # Notes forming part of Standalone Financial Statements # (h) Trade payables Ageing for trade payables outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | |Total| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | | | | | |Trade payables|MSME*|2,673|2,541|46|27|80|5,367| | | | | |Others|Disputed dues - MSME*|-|-|-|-|-|-| | | | | |Disputed dues - Others|-|2,541|46|27|32|32|5,399| | | | | |Accrued expenses| | | | | | |4,683| | | | | Total: 10,082 # Other financial liabilities Other financial liabilities consist of the following: | | | | | | | |Other financial liabilities - Non-current| | | | |---|---|---|---|---|---|---|---|---|---|---| | | | | | | |(` crore)| | | | | |As at March 31, 2022|As at March 31, 2021| | | | | | | | | | | | | | | | | |Capital creditors| |289|-| | | | | | | |Others| | |229|228| |Total| | | | | | | | |518|228| # Other financial liabilities - Current | | | | | | |(` crore)| | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |As at March 31, 2022|As at March 31, 2021| | | | | | | | | | | | | | | | | | |Accrued payroll| | | |3,914| |3,029| | | | | | | |Unclaimed dividends| | | |46| |50| | | | | | | | |Fair value of foreign exchange derivative liabilities| | |128| |92| | | | | | | |Capital creditors| | | |723| |347| | | | | | | | |Liabilities towards customer contracts| | |972| |860| | | | | | | |Others| | | |43| |95| |Total| | | | | | | | | |5,826| |4,473| *MSME as per the Micro, Small and Medium Enterprises Development Act, 2006. Integrated Annual Report 2021-22 Standalone Financial Statements | 352 # Notes forming part of Standalone Financial Statements # (j) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2022 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|8,197|8,197| |Bank deposits|-|-|-|-|5,300|5,300| |Earmarked balances with banks|-|-|-|-|195|195| |Investments (other than in subsidiary)|884|26,909|-|-|1,469|29,262| |Trade receivables|Billed|-|-|-|29,942|29,942| |Unbilled|-|-|-|-|6,303|6,303| |Loans|-|-|-|-|5,661|5,661| |Other financial assets|-|-|124|264|1,670|2,058| | |884|26,909|124|264|58,737|86,918| Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables|-|-|-|-|10,082|10,082| |Lease liabilities|-|-|-|-|5,855|5,855| |Other financial liabilities|-|-|22|106|6,216|6,344| | |-|-|22|106|22,153|22,281| Loans include inter-corporate deposits of `5,386 crore, with original maturity period within 10 months."
+"# Integrated Annual Report 2021-22 The carrying value of financial instruments by categories as at March 31, 2021 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|1,112|1,112| |Bank deposits|-|-|-|-|1,848|1,848| |Earmarked balances with banks|-|-|-|-|182|182| |Investments (other than in subsidiary)|4,068|24,120|-|-|136|28,324| |Trade receivables|Billed|-|-|-|25,277|25,277| |Unbilled|-|-|-|-|5,659|5,659| |Loans|-|-|-|-|10,488|10,488| |Other financial assets|-|-|163|332|1,513|2,008| | |4,068|24,120|163|332|46,215|74,898| Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables|-|-|-|-|7,962|7,962| |Lease liabilities|-|-|-|-|5,912|5,912| |Other financial liabilities|-|-|2|90|4,609|4,701| | |-|-|2|90|18,483|18,575| Loans include inter-corporate deposits of `10,291 crore, with original maturity period within 9 months. Carrying amounts of cash and cash equivalents, trade receivables, loans and trade payables as at March 31, 2022 and 2021, approximate the fair value due to their nature. Carrying amounts of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities which are subsequently measured at amortised cost also approximate the fair value due to their nature in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `1,470 crore and `136 crore as at March 31, 2022 and 2021, respectively. # Notes forming part of Standalone Financial Statements # (k) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Financial assets and liabilities measured at fair value |As at March 31, 2022|Level 1|Level 2|Level 3|Total| |---|---|---|---|---| |Certificate of deposits|99|-|-|99| |Commercial papers|381|-|-|381| |Treasury bills|990|-|-|990| |Fair value of foreign exchange derivative assets|-|388|-|388| |Financial liabilities|-|128|-|128| |Fair value of foreign exchange derivative liabilities|-|128|-|128| | | | | | | # Financial assets and liabilities measured at fair value |As at March 31, 2021|Level 1|Level 2|Level 3|Total| | |---|---|---|---|---|---| |Financial assets|Mutual fund units|4,068|-|-|4,068| |Equity shares|-|-|-|-| | |Government bonds and securities|23,670|-|-|23,670| | |Corporate bonds|450|-|-|450| | |Commercial papers|136|-|-|136| | |Fair value of foreign exchange derivative assets|-|495|-|495| | | | | | | | | # Notes forming part of Standalone Financial Statements # (l) Derivative financial instruments and hedging activity The Company's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Company to currency fluctuations. The Board of Directors has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Company which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Company uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|As at March 31, 2022|As at March 31, 2021| |---|---|---| |US Dollar|No. of contracts: 63 Notional amount of contracts (In million): 1,635 Fair value (` crore): 44|No. of contracts: 63 Notional amount of contracts (In million): 1,615 Fair value (` crore): 51| |Great Britain Pound|No. of contracts: 41 Notional amount of contracts (In million): 338 Fair value (` crore): 55|No. of contracts: 64 Notional amount of contracts (In million): 330 Fair value (` crore): 14| |Euro|No. of contracts: 53 Notional amount of contracts (In million): 382 Fair value (` crore): 25|No. of contracts: 60 Notional amount of contracts (In million): 346 Fair value (` crore): 78| |Australian Dollar|No."
+"of contracts: 30 Notional amount of contracts (In million): 202 Fair value (` crore): (21)|No. of contracts: 38 Notional amount of contracts (In million): 206 Fair value (` crore): 16| |Canadian Dollar|No. of contracts: 25 Notional amount of contracts (In million): 137 Fair value (` crore): (1)|No. of contracts: 23 Notional amount of contracts (In million): 114 Fair value (` crore): 2| The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Intrinsic value|Balance at the beginning of the year: 56 (Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: (636) Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: 139 Change in the fair value of effective portion of cash flow hedges: 599 Deferred tax on change in the fair value of effective portion of cash flow hedges: (131) Balance at the end of the year: 27|Balance at the beginning of the year: 45 (Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: (341) Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: 73 Change in the fair value of effective portion of cash flow hedges: 355 Deferred tax on change in the fair value of effective portion of cash flow hedges: (76) Balance at the end of the year: 56| |Time value|Balance at the beginning of the year: (27) (Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: 525 Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: (122) Change in the fair value of effective portion of cash flow hedges: (559) Deferred tax on change in the fair value of effective portion of cash flow hedges: 130 Balance at the end of the year: (53)|Balance at the beginning of the year: (68) (Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: 530 Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions: (125) Change in the fair value of effective portion of cash flow hedges: (477) Deferred tax on change in the fair value of effective portion of cash flow hedges: 113 Balance at the end of the year: (27)| The Company has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2022 and 2021, the notional amount of outstanding contracts aggregated to `46,392 crore and `37,615 crore, respectively, and the respective fair value of these contracts have a net gain of `158 crore and `242 crore. Exchange gain of `645 crore and `490 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the standalone statement of profit and loss for the years ended March 31, 2022 and 2021, respectively. # Notes forming part of Standalone Financial Statements Net foreign exchange gain include gain of `111 crore and loss of `189 crore transferred from cash flow hedging reserve for the years ended March 31, 2022 and 2021, respectively. Net loss on derivative instruments of `26 crore recognised in cash flow hedging reserve as at March 31, 2022, is expected to be transferred to the statement of profit and loss by March 31, 2023. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2022. Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |10% Appreciation of the underlying foreign currencies|(387)|(306)| |10% Depreciation of the underlying foreign currencies|2,034|1,906| # (m) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company."
+"# Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. # * Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currency of the various operations of the Company against major foreign currencies may impact the Company's revenue in international business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign. # Notes forming part of Standalone Financial Statements exchange rates shift of all the currencies by 10% against the functional currency of the Company. The following analysis has been worked out based on the net exposures of the Company as of the date of balance sheet which could affect the statements of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Company as disclosed in note 6(l). File: AR_TCS_2021_2022.md # Unhedged Foreign Currency Exposure as at March 31, 2022 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|515|89|147|1,709| |Net financial liabilities|(8,981)|(513)|(1,403)|(1,049)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `949 crore for the year ended March 31, 2022. # Unhedged Foreign Currency Exposure as at March 31, 2021 | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|3,981|(9)|264|1,390| |Net financial liabilities|(3,053)|(564)|(608)|(774)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `63 crore for the year ended March 31, 2021. # Interest Rate Risk The Company's investments are primarily in fixed rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk. # Credit Risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `5,386 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of `4,800 crore held with three Indian banks having high credit rating which is individually in excess of 10% or more of the Company's total bank deposits as at March 31, 2022. None of the other financial instruments of the Company result in material concentration of credit risk. # Exposure to Credit Risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `90,388 crore and `77,949 crore as at March 31, 2022 and 2021, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, loans, contract assets and other financial assets."
+"# Notes forming part of Standalone Financial Statements The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable and contract assets as at March 31, 2022 and March 31, 2021. # * Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances) and contract assets is as follows: | |As at March 31, 2022|As at March 31, 2022|As at March 31, 2021|As at March 31, 2021| |---|---|---| |Country|Gross%|Net%|Gross%|Net%| |United States of America|52.43|53.78|48.67|49.97| |India|12.73|10.68|15.32|13.27| |United Kingdom|16.47|16.84|17.05|17.42| Geographic concentration of trade receivables (gross and net of allowances) and contract assets is allocated based on the location of the customers. The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2022 and 2021 was `96 crore and `176 crore, respectively. The reconciliation of allowance for doubtful trade receivables is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|1,082|938| |Change during the year|96|176| |Bad debts written off|(39)|(30)| |Translation Exchange difference|(2)|(2)| |Balance at the end of the year|1,137|1,082| # Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. The tables below provide details regarding the contractual maturities of significant financial liabilities as at: | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities| | | | | | |Trade payables|10,082|-|-|-|10,082| |Borrowings|-|-|-|-|-| |Lease liabilities|1,345|1,186|2,460|2,732|7,723| |Other financial liabilities|5,721|294|228|5|6,248| | |17,148|1,480|2,688|2,737|24,053| |Derivative financial liabilities|128|-|-|-|128| | |17,276|1,480|2,688|2,737|24,181| March 31, 2021 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities| | | | | | |Trade payables|7,962|-|-|-|7,962| |Lease liabilities|1,239|1,157|2,590|3,098|8,084| |Other financial liabilities|4,381|-|228|-|4,609| | |13,582|1,157|2,818|3,098|20,655| |Derivative financial liabilities|92|-|-|-|92| | |13,674|1,157|2,818|3,098|20,747| # Notes forming part of Standalone Financial Statements # (n) Equity instruments The authorised, issued, subscribed and fully paid up share capital consist of the following: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Authorised| | | |460,05,00,000 equity shares of `1 each|460|460| |(March 31, 2021: 460,05,00,000 equity shares of `1 each)| | | |105,02,50,000 preference shares of `1 each|105|105| |(March 31, 2021: 105,02,50,000 preference shares of `1 each)| | | | |565|565| |Issued, Subscribed and Fully paid up| | | |365,90,51,373 equity shares of `1 each|366|370| |(March 31, 2021: 369,90,51,373 equity shares of `1 each)| | | | |366|370| The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. The Board of Directors at its meeting held on January 12, 2022, approved a proposal to buy-back upto 4,00,00,000 equity shares of the Company for an aggregate amount not exceeding `18,000 crore, being 1.08% of the total paid up equity share capital at `4,500 per equity share. The shareholders approved the same on February 12, 2022, by way of a special resolution through postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 4,00,00,000 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on March 29, 2022. Capital redemption reserve was created to the extent of share capital extinguished (`4 crore). The excess cost of buy-back of `18,049 crore (including `49 crore towards transaction cost of buy-back) over par value of shares and corresponding tax on buy-back of `4,192 crore were offset from retained earnings. # I. Reconciliation of number of shares | |As at March 31, 2022| |As at March 31, 2021| | |---|---|---|---|---| |Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | |Equity shares| | | | | |Opening balance|369,90,51,373|370|375,23,84,706|375| |Shares extinguished on buy-back|(4,00,00,000)|(4)|(5,33,33,333)|(5)| |Closing balance|365,90,51,373|366|369,90,51,373|370| # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend."
+"The dividend proposed by the Board of Directors is subject to the # Notes forming part of Standalone Financial Statements Approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III. Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2022|As at March 31, 2021| | |---|---|---|---| |Equity shares| | | | |Holding company|264,43,17,117 equity shares (March 31, 2021: 266,91,25,829 equity shares) are held by Tata Sons Private Limited|264|267| |Subsidiaries and Associates of Holding company|7,220 equity shares (March 31, 2021: 7,220 equity shares) are held by Tata Industries Limited*|-|-| | |10,14,172 equity shares (March 31, 2021: 10,23,685 equity shares) are held by Tata Investment Corporation Limited*|-|-| | |46,798 equity shares (March 31, 2021: 46,798 equity shares) are held by Tata Steel Limited*|-|-| | |766 equity shares (March 31, 2021: 766 equity shares) are held by The Tata Power Company Limited*|-|-| | | |264|267| *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2022|As at March 31, 2021| | |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|264,43,17,117|266,91,25,829| |% of shareholding| |72.27%|72.16%| # V. Equity shares movement during the 5 years preceding March 31, 2022 * Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in three month period ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. * Equity shares extinguished on buy-back The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share. The equity shares bought back were extinguished on March 29, 2022. The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. # Notes forming part of Standalone Financial Statements The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. The Company bought back 5,61,40,350 equity shares for an aggregate amount of `16,000 crore being 2.85% of the total paid up equity share capital at `2,850 per equity share. The equity shares bought back were extinguished on June 7, 2017. # VI. Disclosure of Shareholding of Promoters Disclosure of shareholding of promoters as at March 31, 2022 is as follows: |Promoter name|Shares held by promoters|%| | | | |---|---|---|---|---|---| | |As at March 31, 2022| |As at March 31, 2021| |Change during the year| | |No. of shares|% of total shares|No. of shares|% of total shares| | |Tata Sons Private Limited|264,43,17,117|72.27%|266,91,25,829|72.16%|0.11%| |Total|264,43,17,117|72.27%|266,91,25,829|72.16%|0.11%| Disclosure of shareholding of promoters as at March 31, 2021 is as follows: |Promoter name|Shares held by promoters| |%| | | |---|---|---|---|---|---| | |As at March 31, 2021| |As at March 31, 2020| |Change during the year| | |No. of shares|% of total shares|No. of shares|% of total shares| | |Tata Sons Private Limited|266,91,25,829|72.16%|270,24,50,947|72.02%|0.14%| |Total|266,91,25,829|72.16%|270,24,50,947|72.02%|0.14%| # 7) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Company as a lessee The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date."
+"The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. # Notes forming part of Standalone Financial Statements Payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease-by-lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss. The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Company as a lessor At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract. # The details of the right-of-use assets held by the Company is as follows: | |Additions for the year ended March 31, 2022|Net carrying amount as at March 31, 2022| |---|---|---| |Leasehold land|100|774| |Buildings|779|4,860| |Leasehold improvement|-|4| |Computer equipment|3|66| |Software licences|145|133| |Vehicles*|-|-| |Total|Total|5,837| *Represents value less than `0.50 crore."
+"# Notes forming part of Standalone Financial Statements |Additions for the year ended|Net carrying amount as at| | | |---|---|---|---| | |March 31, 2021|March 31, 2021| | |Leasehold land| |-|682| |Buildings| |840|5,083| |Leasehold improvement| |6|6| |Computer equipment| |81|79| |Software licences| |26|25| |Vehicles| |1|1| |Total| |954|5,876| # Depreciation on right-of-use assets is as follows: | |Year ended|Year ended| | |---|---|---|---| | |March 31, 2022| |March 31, 2021| |Leasehold land| |9|8| |Buildings| |991|995| |Leasehold improvement| |3|3| |Computer equipment| |15|3| |Software licences| |38|1| |Vehicles| |1|1| |Total| |1,057|1,011| # Integrated Annual Report 2021-22 Interest on lease liabilities is `451 crore and `450 crore for the years ended March 31, 2022 and 2021, respectively. The Company incurred `162 crore and `189 crore for the years ended March 31, 2022 and 2021, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `1,561 crore and `1,619 crore for the years ended March 31, 2022 and 2021, respectively, including cash outflow for short term and low value leases. The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods is `722 crore and `660 crore as at March 31, 2022 and 2021, respectively. Lease contracts entered by the Company majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Company does not have any lease restrictions and commitment towards variable rent as per the contract. # 8) Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual # Notes forming part of Standalone Financial Statements Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. # The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|2-5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Integrated Annual Report 2021-22 Standalone Financial Statements | 364 # Notes forming part of Standalone Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2021|323|7,688|1,817|718|8,781|36|2,302|1,883|1,509|25,057| |Additions|-|51|86|35|1,606|-|160|33|41|2,012| |Disposals|-|(2)|(18)|(1)|(462)|(1)|(67)|(44)|(38)|(633)| |Cost as at March 31, 2022|323|7,737|1,885|752|9,925|35|2,395|1,872|1,512|26,436| |Accumulated depreciation as at April 1, 2021|-|(2,897)|(1,108)|(293)|(6,349)|(31)|(2,001)|(1,270)|(1,287)|(15,236)| |Depreciation|-|(391)|(131)|(73)|(1,172)|(3)|(151)|(140)|(99)|(2,160)| |Disposals|-|2|18|-|460|1|67|43|38|629| |Accumulated depreciation as at March 31, 2022|-|(3,286)|(1,221)|(366)|(7,061)|(33)|(2,085)|(1,367)|(1,348)|(16,767)| |Net carrying amount as at March 31, 2022|323|4,451|664|386|2,864|2|310|505|164|9,669| |Capital work-in-progress*|1,146|1,146|1,146|1,146|1,146|1,146|1,146|1,146|1,146|1,146| |Total|10,815|10,815|10,815|10,815|10,815|10,815|10,815|10,815|10,815|10,815| *`2,012 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2022. # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and equipment|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2020|323|7,628|1,824|667|7,273|39|2,263|1,882|1,510|23,409| |Additions|-|71|53|51|1,610|2|77|28|29|1,921| |Disposals|-|(11)|(60)|-|(102)|(5)|(38)|(27)|(30)|(273)| |Cost as at March 31, 2021|323|7,688|1,817|718|8,781|36|2,302|1,883|1,509|25,057| |Accumulated depreciation as at April 1, 2020|-|(2,518)|(1,042)|(224)|(5,536)|(32)|(1,868)|(1,152)|(1,202)|(13,574)| |Depreciation|-|(387)|(126)|(69)|(909)|(4)|(170)|(143)|(115)|(1,923)| |Disposals|-|8|60|-|96|5|37|25|30|261| |Accumulated depreciation as at March 31, 2021|-|(2,897)|(1,108)|(293)|(6,349)|(31)|(2,001)|(1,270)|(1,287)|(15,236)| |Net carrying amount as at March 31, 2021|323|4,791|709|425|2,432|5|301|613|222|9,821| |Capital work-in-progress*|861|861|861|861|861|861|861|861|861|861| |Total|10,682|10,682|10,682|10,682|10,682|10,682|10,682|10,682|10,682|10,682| *`1,921 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2021."
+"Integrated Annual Report 2021-22 Standalone Financial Statements | 365 # Notes forming part of Standalone Financial Statements # Capital work-in-progress # * Capital work-in-progress ageing Ageing for capital work-in-progress as at March 31, 2022 is as follows: |Capital work-in-progress| |Amount in capital work-in-progress for a period of| | |Total| |---|---|---|---|---|---| |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Projects in progress|639|97|37|373|1,146| Ageing for capital work-in-progress as at March 31, 2021 is as follows: |Capital work-in-progress| |Amount in capital work-in-progress for a period of| | |Total| |---|---|---|---|---|---| |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Projects in progress|423|60|41|337|861| # * Project execution plans are modulated basis capacity requirement assessment on an annual basis and all the projects are executed as per rolling annual plan. # (b) Intangible assets Intangible assets purchased are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences which are amortised over licence period which equates the economic useful life ranging between 2-5 years on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Intangible assets consist of the following: |Rights under licensing agreement and software licences|(` crore)| |---|---| |Cost as at April 1, 2021|580| |Additions|961| |Disposals / Derecognised|(11)| |Cost as at March 31, 2022|1,530| |Accumulated amortisation as at April 1, 2021|(218)| |Amortisation|(305)| |Disposals / Derecognised|11| |Accumulated amortisation as at March 31, 2021|(512)| |Net carrying amount as at March 31, 2022|1,018| # Notes forming part of Standalone Financial Statements |(` crore)|(c) Other assets| |---|---| |Rights under licensing agreement and software licences| | |Cost as at April 1, 2020|401| |Additions|242| |Disposals / Derecognised|(63)| |Cost as at March 31, 2021|580| |Accumulated amortisation as at April 1, 2020|(162)| |Amortisation|(119)| |Disposals / Derecognised|63| |Accumulated amortisation as at March 31, 2021|(218)| |Net carrying amount as at March 31, 2021|362| The estimated amortisation for years subsequent to March 31, 2022 is as follows: |(` crore)|Year ending March 31, Amortisation expense| |---|---| |2023|421| |2024|375| |2025|203| |2026|19| | |1,018| # Other assets consist of the following: |Other assets - Non-current| | | |---|---|---| |As at March 31, 2022|As at March 31, 2021| | |Considered good| | | |Capital advances|75|65| |Advances to related parties|23|33| |Contract assets|136|120| |Prepaid expenses|1,197|527| |Contract fulfillment costs|81|137| |Others|285|391| | |1,797|1,273| Advances to related parties, considered good, comprise: |Entity|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Voltas Limited|-*|2| |Tata Realty and Infrastructure Ltd|-*|-*| |Tata Projects Limited|23|30| |Titan Engineering and Automation Limited|-*|-*| *Represents value less than `0.50 crore. # Notes forming part of Standalone Financial Statements # Other assets - Current Contract fulfillment costs of `564 crore and `358 crore for the years ended March 31, 2022 and 2021, respectively, have been amortised in the standalone statement of profit and loss. Refer note 10 for the changes in contract asset. | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Considered good| | | |Advance to suppliers|117|83| |Advance to related parties|8|10| |Contract assets|3,334|2,931| |Prepaid expenses|2,735|4,260| |Prepaid rent|7|6| |Contract fulfillment costs|616|534| |Indirect taxes recoverable|1,001|1,172| |Others|214|221| # Considered doubtful |Advance to suppliers|2|3| |---|---|---| |Other advances|2|2| |Less: Allowance on doubtful assets|(4)|(5)| Total: 8,032 (March 31, 2022) and 9,217 (March 31, 2021) # Advance to related parties, considered good comprise: |The Titan Company Limited|-|2| |---|---|---| |Tata AIG General Insurance Company Limited|1|1| |Tata Sons Private Limited|7|7| File: AR_TCS_2021_2022.md Non-current - Others includes advance of `271 crore and `369 crore towards acquiring right-of-use of leasehold land as at March 31, 2022 and 2021, respectively."
+"# Notes forming part of Standalone Financial Statements # (e) Other liabilities Other liabilities consist of the following: |Other liabilities - Current| | | | | | |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---|---|---|---|---| |Advance received from customers|473|156| | | | | | | | |Indirect taxes payable and other statutory liabilities|2,271|2,537| | | | | | | | |Tax liability on buy-back of equity shares*|4,192|-| | | | | | | | |Others|97|27| | | | | | | | |Total|7,033|2,720| | | | | | | | *Refer note 6(n). # 9) Other equity Other equity consist of the following: | | | | | |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---|---|---| | | | |Capital reserve*|-|-| | | |Capital redemption reserve| | |Opening balance|13|8| | | | | | |Transfer from retained earnings|4|5| | | |Total| | | |17| | | | |Special Economic Zone re-investment reserve| | |Opening balance|2,538|1,594| | | | | | |Transfer from retained earnings|9,407|5,058| | | | | | |Transfer to retained earnings|(4,658)|(4,114)| | | |Total| | | |7,287| | | | # (f) Provisions Provisions consist of the following: |Provisions - Current| | | | |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---|---|---|---|---|---| |Provision towards legal claim (Refer note 19)|1,249|1,211| | | | | | |Provision for foreseeable loss|125|127| | | | | | |Other provisions|3|12| | | | | | |Total|1,377|1,350| | | | | | # Retained earnings |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Opening balance|70,928|71,532| |Profit for the year|38,187|30,960| |Remeasurement of defined employee benefit plans|141|(13)| |Expenses for buy-back of equity shares1|(49)|(31)| |Tax on buy-back of equity shares1|(4,192)|(3,726)| |Buy-back of equity shares1|(17,996)|(15,995)| |Transfer from Special Economic Zone re-investment reserve|4,658|4,114| |Total|91,677|86,841| # Notes forming part of Standalone Financial Statements | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Less: Appropriations| | | |Dividend on equity shares|13,317|10,850| |Transfer to capital redemption reserve1|4|5| |Transfer to Special Economic Zone re-investment reserve|9,407|5,058| |Investment revaluation reserve| | | |Opening balance|916|882| |Change during the year (net)|(336)|34| | |580|916| |Cash flow hedging reserve (Refer note 6(l))| | | |Opening balance|29|(23)| |Change during the year (net)|(55)|52| | |(26)|29| | |76,807|74,424| *Represents value less than `0.50 crore. 1Refer Note 6(n). # 10) Revenue recognition The Company earns revenue primarily from providing IT services, consulting and business solutions. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight-lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Company may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether # Notes forming part of Standalone Financial Statements The Company is acting as the principal or as an agent of the customer. The Company recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent."
+"Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. The Company's contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products/services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Revenue from subsidiaries is recognised based on transaction price which is at arm's length. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there are excess of revenues earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there are billings in excess of revenues. Standalone Financial Statements | 371 # Notes forming part of Standalone Financial Statements The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Company disaggregates revenue from contracts with customers by nature of services, industry verticals and geography."
+"# Revenue disaggregation by industry vertical is as follows: | | | |(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---|---| | |Banking, Financial Services and Insurance|58,614|51,189| | | | |Manufacturing|14,576|11,747| | | | |Retail and Consumer Business|26,966|22,219| | | | |Communication, Media and Technology|28,778|24,243| | | | |Life Sciences and Healthcare|18,341|14,920| | | | |Others|13,066|11,645| | | |Total|1,60,341|1,60,341|1,35,963| | | | # Revenue disaggregation by geography is as follows: | | | |(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---|---| | |Americas| | | | | |North America| |90,630|76,510| | | | |Latin America|314|288| | | | |Europe| | | | | | |United Kingdom|27,595|22,913| | | | |Continental Europe|17,595|15,364| | | | |Asia Pacific| | | | | | |India|9,547|8,102| | | | |Middle East and Africa|3,482|2,947| | | |Total|1,60,341|1,60,341|1,35,963| | | | Geographical revenue is allocated based on the location of the customers. # Notes forming part of Standalone Financial Statements # Information about major customers No single customer represents 10% or more of the Company's total revenue during the years ended March 31, 2022 and 2021. While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is ₹93,546 crore out of which 56.71% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Changes in contract assets are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|3,051|3,486| |Invoices raised that were included in the contract assets balance at the beginning of the year|(2,464)|(2,795)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|2,828|2,332| |Translation exchange difference|55|28| |Balance at the end of the year|3,470|3,051| # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Balance at the beginning of the year|3,161|2,915| |Revenue recognised that was included in the contract liability balance at the beginning of the year|(2,311)|(2,388)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|2,735|2,602| |Translation exchange difference|(12)|32| |Balance at the end of the year|3,573|3,161| Integrated Annual Report 2021-22 Standalone Financial Statements | 373 # Notes forming part of Standalone Financial Statements # Reconciliation of revenue recognised with the contracted price is as follows: | | | | | |(` crore)|(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---|---|---|---|---|---|---| |Contracted price|1,62,898|1,38,292| | | | | | | |Reductions towards variable consideration components|(2,557)|(2,329)| | | | | | | |Revenue recognised|1,60,341|1,35,963| | | | | | | The reduction towards variable consideration comprises of volume discounts, service level credits, etc. # Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: |(` crore)|Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Interest income|2,555|2,383| |Dividend income|3,548|2,213| |Net gain on disposal / fair valuation of investments carried at fair value through profit or loss|186|193| |Net gain on disposal of property, plant and equipment|25|19| |Net gain on lease modification|2|89| # Employee benefits For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur."
+"Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. # Notes forming part of Standalone Financial Statements The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Company provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. # Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Company provides benefits such as superannuation and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. # Employee benefit expenses consist of the following: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Salaries, incentives and allowances|73,115|63,006| |Contributions to provident and other funds|5,734|4,321| |Staff welfare expenses|2,248|1,719| |Total|81,097|69,046| # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Foreign defined benefit plans|25|19| |Other employee benefit obligations|78|89| |Total|103|108| # Notes forming part of Standalone Financial Statements # Employee benefit obligations - Current Employee benefit plans consist of the following: |(` crore)|As at March 31, 2022|As at March 31, 2021| |---|---|---| |Compensated absences|2,802|2,558| |Other employee benefit obligations|42|40| |Total|2,844|2,598| Gratuity and pension In accordance with Indian law, the Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas branches of the Company also provide for retirement benefit plans in accordance with the local laws."
+"Integrated Annual Report 2021-22 Standalone Financial Statements | 376 # Notes forming part of Standalone Financial Statements The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |Change in benefit obligations| | |As at March 31, 2022| | | | |As at March 31, 2021| | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Foreign plans Funded|Foreign plans Unfunded| | | |Total|Domestic plans|Foreign plans Funded|Foreign plans Unfunded|Total| | |Benefit obligations, beginning of the year|4,313|1| | |19|4,333|3,636|2| |16|3,654| |Translation exchange difference| |-|-| |1|1|-|-|-|-| | |Changes due to inter-company transfers| |(3)|-|-|(3)|-|-|-|-| | | |Service cost|536| |-|5| |541|460|-|4| |464| |Interest cost|296| |-|-|296| |244|-|-|244| | |Remeasurement of the net defined benefit liability|(190)| |-| |5|(185)|135|-|-|135| | |Benefits paid|(488)| |-| |(5)|(493)|(162)|(1)|(1)| |(164)| |Benefit obligations, end of the year|4,464| |1| |25|4,490|4,313|1| |19|4,333| |Change in plan assets| | |As at March 31, 2022| | | | |As at March 31, 2021| | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Foreign plans Funded|Foreign plans Unfunded| | | |Total|Domestic plans|Foreign plans Funded|Foreign plans Unfunded|Total| | |Fair value of plan assets, beginning of the year|4,704| |1| |-|4,705|3,641|2|-| |3,643| |Changes due to inter-company transfers|(3)|-|-|(3)|-|-|-|-| | | | |Interest income|334| |-|-|334| |269|-|-|269| | |Employers' contributions|975| |-|-|975| |837|-|-|837| | |Benefits paid|(488)| |-|-|(488)| |(162)|(1)|-| |(163)| |Remeasurement - return on plan assets excluding amount included in interest income|(5)|-|-|(5)| | |119|-|-|119| | |Fair value of plan assets, end of the year|5,517|1| | |-|5,518|4,704|1|-| |4,705| Integrated Annual Report 2021-22 Standalone Financial Statements | 377 # Notes forming part of Standalone Financial Statements |(` crore)| |As at March 31, 2022| | | |As at March 31, 2021| | | |---|---|---|---|---|---|---|---|---| |Domestic plans Funded|Foreign plans Funded|Foreign plans Unfunded| |Total|Domestic plans Funded|Foreign plans Funded|Foreign plans Unfunded|Total| |Funded status|-|-|(25)|(25)|-|-|(19)|(19)| |Surplus of plan assets over obligations|1,053|-|-|1,053|391|-|-|391| | |1,053|-|(25)|1,028|391|-|(19)|372| |(` crore)| |As at March 31, 2022| | | |As at March 31, 2021| | | | |---|---|---|---|---|---|---|---|---|---| |Domestic plans Funded|Foreign plans Funded|Foreign plans Unfunded| |Total|Domestic plans Funded|Foreign plans Funded|Foreign plans Unfunded|Total| | |Category of assets|Corporate bonds|1,696|-|-|1,696|1,408|-|-|1,408| | |Equity instruments|66|-|-|66|29|-|-|29| | |Government bonds and securities|2,624|-|-|2,624|2,257|-|-|2,257| | |Insurer managed funds|981|1|-|982|909|1|-|910| | |Bank balances|5|-|-|5|2|-|-|2| | |Others|145|-|-|145|99|-|-|99| | |Total|5,517|1|-|5,518|4,704|1|-|4,705| Integrated Annual Report 2021-22 Standalone Financial Statements | 378 # Notes forming part of Standalone Financial Statements Net periodic gratuity cost, included in employee cost consists of the following components: |(` crore)| | |As at March 31, 2022| | | | | | |As at March 31, 2021| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Foreign plans Funded|Foreign plans Unfunded| | | |Total|Domestic plans|Foreign plans Funded|Foreign plans Unfunded|Total| | | | |Service cost|536| |-|5| |541| |460|-|4| | |464| |Net interest on net defined benefit asset|(38)| |-|-|(38)| | |(25)|-|-|(25)| | | |Net periodic gratuity / pension cost|498| |-| |5|503| |435|-|4| | |439| |Actual return on plan assets|329| |-|-|329| | |388|-|-|388| | | Remeasurement of the net defined benefit (asset) / liability: |(` crore)| | |As at March 31, 2022| | |As at March 31, 2021| | | | |---|---|---|---|---|---|---|---|---|---| |Domestic plans|Foreign plans Funded|Foreign plans Unfunded| |Total|Domestic plans|Foreign plans Funded|Foreign plans Unfunded|Total| | |Actuarial (gains) and losses arising from changes in demographic assumptions|(20)|-|2|(18)|Actuarial losses arising from changes in demographic assumptions|24|-|-|24| |Actuarial gains arising from changes in financial assumptions|(165)|-|(1)|(166)|Actuarial gains arising from changes in financial assumptions|(32)|-|-|(32)| |Actuarial (gains) and losses arising from changes in experience adjustments|(5)|-|4|(1)|Actuarial losses arising from changes in experience adjustments|143|-|-|143| |Remeasurement of the net defined benefit liability|(190)|-|5|(185)|Remeasurement of the net defined benefit liability|135|-|-|135| |Remeasurement - return on plan assets excluding amount included in interest income|5|-|-|5|Remeasurement - return on plan assets excluding amount included in interest income|(119)|-|-|(119)| (185) - (180) 16 - - 16 Integrated Annual Report 2021-22 Standalone Financial Statements | 379 # Notes forming part of Standalone Financial Statements The assumptions used in accounting for the defined benefit plan are set out below: | |As at March 31, 2022|As at March 31, 2022|As at March 31, 2021|As at March 31, 2021| |---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|7.00%|1.50%-2.70%|6.50%|0.50%-2.00%| |Rate of increase in compensation levels of covered employees|6.00%|2.24%-3.80%|6.00%|1.83%-3.45%| |Rate of return on plan assets|7.00%|1.50%-2.70%|6.50%|0.50%-2.00%| |Weighted average duration of defined benefit obligations|8 years|3-6.4 years|10 years|3-6.9 years| Future mortality assumptions are taken based on the published statistics by the Insurance Regulatory and Development Authority of India. The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2022. The Company does not expect to contribute to defined benefit plan obligations funds for year ending March 31, 2023 in view of adequate surplus plan assets as at March 31, 2022."
+"The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. # If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at|As at| |---|---| | |March 31, 2022|March 31, 2021| |Increase of 0.50%|(159)|(190)| |Decrease of 0.50%|170|206| # If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at|As at| |---|---| | |March 31, 2022|March 31, 2021| |Increase of 0.50%|171|206| |Decrease of 0.50%|(161)|(192)| # Notes forming part of Standalone Financial Statements The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset-Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. The defined benefit obligations shall mature after the year ended March 31, 2022 as follows: |Year ending March 31,|Defined benefit obligations (` crore)| |---|---| |2023|455| |2024|377| |2025|396| |2026|386| |2027|392| |2028-2032|1,909| In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in statement of profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. The details of fund and plan assets are given below: | |As at March 31, 2022 (` crore)|As at March 31, 2021 (` crore)| |---|---|---| |Fair value of plan assets|22,814|20,003| |Present value of defined benefit obligations|(22,814)|(20,003)| |Net excess / (shortfall)|-|-| # Notes forming part of Standalone Financial Statements The plan assets have been primarily invested in government securities and corporate bonds. File: AR_TCS_2021_2022.md The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Discount rate|7.00%|6.50%| |Average remaining tenure of investment portfolio|8 years|8 years| |Guaranteed rate of return|8.10%|8.50%| The Company expensed `1,372 crore and `1,078 crore for the years ended March 31, 2022 and 2021, respectively, towards provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. The Company recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. The Company expensed `271 crore and `254 crore for the years ended March 31, 2022 and 2021, respectively, towards Employees' Superannuation Fund. # Foreign defined contribution plan The Company expensed `885 crore and `658 crore for the years ended March 31, 2022 and 2021, respectively, towards foreign defined contribution plans. # 13) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature."
+"The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses are aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Raw materials, sub-assemblies and components consumed|29|14| |Equipment and software licences purchased|984|1,215| | |1,013|1,229| |Finished goods and work-in-progress| | | |Opening stock|-*|1| |Less: Closing stock|3|-*| | |(3)|1| | |1,010|1,230| *Represents value less than `0.50 crore. # Notes forming part of Standalone Financial Statements # (b) Other expenses |Other expenses consist of the following:|Year ended|Year ended| |---|---|---| |(` crore)|March 31, 2022|March 31, 2021| |Total of previous years shortfall|-|-| |Reason for shortfall|NA|NA| |Fees to external consultants|19,338|14,527| |Facility expenses|1,707|1,708| |Travel expenses|1,361|919| |Communication expenses|1,303|1,254| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|107|185| |Other expenses|8,173|6,784| | |31,989|25,377| Other expenses include `3,733 crore and `2,944 crore for the years ended March 31, 2022 and 2021, respectively, towards sales, marketing and advertisement expenses. # (c) Corporate Social Responsibility (CSR) expenditure |(` crore)|Year ended|Year ended| |---|---|---| | |March 31, 2022|March 31, 2021| |1 Amount required to be spent by the company during the year|716|663| |2 Amount of expenditure incurred on:| | | |(i). Construction/acquisition of any asset|-|-| |(ii) On purposes other than (i) above|727|674| |3 Shortfall at the end of the year|-|-| # Finance costs |(` crore)|Year ended|Year ended| |---|---|---| | |March 31, 2022|March 31, 2021| |Interest on lease liabilities|451|450| |Interest on tax matters|7|85| |Other interest costs|28|2| | |486|537| # 15) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company having its branches in India and overseas where it operates. The current tax payable by the Company in India is Indian income tax payable on worldwide income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled."
+"For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Integrated Annual Report 2021-22 Standalone Financial Statements | 384 # Notes forming part of Standalone Financial Statements Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. The income tax expense consists of the following: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Current tax| | | |Current tax expense for current year|12,912|10,404| |Current tax benefit pertaining to prior years|(981)|(104)| | |11,931|10,300| |Deferred tax| | | |Deferred tax benefit for current year|(395)|(294)| |Deferred tax benefit pertaining to prior years|-|(64)| | |(395)|(358)| | |11,536|9,942| The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Profit before taxes|49,723|40,902| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|17,375|14,293| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(4,604)|(4,708)| |Income exempt from tax|(1,240)|(773)| |Undistributed earnings in branches|(232)|26| |Tax on income at different rates|1,107|1,103| |Tax pertaining to prior years|(981)|(168)| |Others (net)|111|169| |Total income tax expense|11,536|9,942| The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from # Notes forming part of Standalone Financial Statements Gross deferred tax assets and liabilities are as follows: |(` crore)|As at March 31, 2022|Assets|Liabilities|Net| |---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to|Property, plant and equipment and Intangible assets|426|52|374| |Provision for employee benefit obligations| |733|-|733| |Cash flow hedges| |8|-|8| |Receivables, financial assets at amortised cost| |372|-|372| |MAT credit entitlement| |974|-|974| |Branch profit tax| |-|77|(77)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income| |(320)|-|(320)| |Lease liabilities| |181|-|181| |Others| |405|-|405| | | |2,779|129|2,650| Significant components of net deferred tax assets and liabilities for the year ended March 31, 2022 are as follows: |Opening balance|Recognised in profit and loss|Recognised / reclassified from other comprehensive income|Adjustments|Closing balance| |---|---|---|---|---| |290|84|-|-|374| |639|94|-|-|733| |(8)|-|16|-|8| |336|36|-|-|372| |1,710|-|-|(736)|974| |(310)|233|-|-|(77)| |(500)|-|180|-|(320)| |210|(29)|-|-|181| |428|(23)|-|-|405| |2,795|395|196|(736)|2,650| # Notes forming part of Standalone Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2021 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / utilisation|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | | | |Property, plant and equipment and intangible assets|162|128|-|-|290| |Provision for employee benefit obligations|468|171|-|-|639| |Cash flow hedges|7|-|(15)|-|(8)| |Receivables, financial assets at amortised cost|327|9|-|-|336| |MAT credit entitlement|1,049|64|-|597|1,710| |Branch profit tax|(284)|(26)|-|-|(310)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(483)|-|(17)|-|(500)| |Lease liabilities|308|(98)|-|-|210| |Others|318|110|-|-|428| |Total|1,872|358|(32)|597|2,795| # Gross deferred tax assets and liabilities are as follows: |As at March 31, 2021|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | |Property, plant and equipment and Intangible assets|345|55|290| |Provision for employee benefit obligations|639|-|639| |Cash flow hedges|(8)|-|(8)| |Receivables, financial assets at amortised cost|336|-|336| |MAT credit entitlement|1,710|-|1,710| |Branch profit tax|-|310|(310)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(500)|-|(500)| |Lease liabilities|210|-|210| |Others|428|-|428| |Total|3,160|365|2,795| Under the Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities."
+"MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Integrated Annual Report 2021-22 Standalone Financial Statements | 387 # Notes forming part of Standalone Financial Statements # Direct tax contingencies The Company has ongoing disputes with income tax authorities in India and in some of the other jurisdictions where it operates. The disputes relate to tax treatment of certain expenses claimed as deduction, computation or eligibility of tax incentives and allowances and characterisation of fees for services received. The Company has recognised contingent liability in respect of tax demands received from direct tax authorities in India and other jurisdictions of ₹1,616 crore and ₹891 crore as at March 31, 2022 and 2021, respectively. These demand orders are being contested by the Company based on the management evaluation and advise of tax consultants. In respect of tax contingencies of ₹318 crore and ₹318 crore as at March 31, 2022 and 2021, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in. The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2018 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2018 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2018 and earlier. # 16) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years presented. |Year ended|March 31, 2022|March 31, 2021| |---|---|---| |Profit for the year (₹ crore)|38,187|30,960| |Weighted average number of equity shares|369,88,32,195|374,01,10,733| |Basic and diluted earnings per share (₹)|103.24|82.78| |Face value per equity share (₹)|1|1| # 17) Auditor's remuneration Auditor's remuneration consists of the following: |Year ended|March 31, 2022|March 31, 2021| |---|---|---| |Auditor|9|9| |For taxation matters|1|1| |For company law matters|-|-| |For other services|4|4| |For reimbursement of expenses|1|1| # 18) Segment information The Company publishes the standalone financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. # 19) Commitments and contingencies # Capital commitments The Company has contractually committed (net of advances) `1,315 crore and `1,009 crore as at March 31, 2022 and 2021, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters Refer note 15. - Indirect tax matters The Company has ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company has demands amounting to `500 crore and `495 crore as at March 31, 2022 and 2021, respectively, from various indirect tax authorities which are being contested by the Company based on the management evaluation and advice of tax consultants. - Other claims Claims aggregating `235 crore and `105 crore as at March 31, 2022 and 2021, respectively, against the Company have not been acknowledged as debts. In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. In April 2016, the Company received an unfavourable jury verdict awarding damages of `7,115 crore (US $940 million) to Epic which was thereafter reduced by the Trial Court to `3,179 crore (US $420 million). Pursuant to reaffirmation of the District Court order in March 2019, the Company filed an appeal in the Appeals Court to fully set aside the Order."
+"Epic also filed a cross appeal challenging the reduction by the District Court judge of `757 crore (US $100 million) award and `1,514 crore (US $200 million) in punitive damages. On August 20, 2020, the Appeals Court vacated the award of `2,119 crore (US $280 million) in punitive damages considering the award to be constitutionally excessive and remanded the case back to District Court with instructions to reassess and reduce the punitive damages award to at most `1,060 crore (US $140 million), affirmed the District Court's decision vacating the jury's award of `757 crore (US $100 million) in compensatory damages for alleged use of ""other confidential information"" by the Company, and affirmed the District Court's decision upholding the jury's award of `1,060 crore (US $140 million) in compensatory damages for use of the comparative analysis by the Company. The proceedings for assessing punitive damages have been remanded back to the District Court. Both the Company and Epic have filed their briefs at the District Court in relation to punitive damages. The matter is under consideration by the District Court. On April 8, 2021, Epic approached the Supreme Court seeking review of the order of the Appeals Court vacating the award of `2,119 crore (US $280 million) towards punitive damages and remanding back to District Court with an instruction to reassess the punitive damages, to no more than `1,060 crore (US $140 million). On March 21, 2022, Supreme Court denied Epic's petition seeking review of the order. The Company will continue to pursue all legal options available in the matter. Considering all the facts and various legal precedence, on a conservative and prudent basis, the Company provided `1,218 crore (US $165 million) towards this legal claim in its statement of profit. # Notes forming part of Standalone Financial Statements and loss for three month period ended September 30, 2020. This was presented as an ""exceptional item"" in the standalone statement of profit and loss. Pursuant to US Court procedures, a Letter of Credit has been made available to Epic for ₹3,331 crore (US $440 million) as financial security in order to stay execution of the judgement pending post-appeal proceedings and conclusion. # Guarantees and letter of comfort The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The Company has provided guarantees to third parties on behalf of its subsidiaries. The Company does not expect any outflow of resources in respect of the above. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. Integrated Annual Report 2021-22 Standalone Financial Statements | 390 # Notes forming part of Standalone Financial Statements # 20) Related party transactions The Company's principal related parties consist of its holding company, Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enter into transactions in the ordinary course of business. Refer note 21 of consolidated financial statement for list of subsidiaries of the Company."
+"# Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|40|21,358|770|2,233|-|24,401| |Dividend income|-|3,548|-|-|-|3,548| |Rent income|-|26|-|-|-|26| |Other income|-|44|-|-|-|44| |Purchases of goods and services (including reimbursements)|-|11,045|534|159|-|11,738| |Brand equity contribution|100|-|-|-|-|100| |Facility expenses|1|101|19|45|-|166| |Lease rental|-|-|73|24|-|97| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|(3)|1|-|(2)| |Contribution and advance to post employment benefit plans|-|-|-|-|2,322|2,322| |Purchase of property, plant and equipment|-|-|15|147|-|162| |Advances given|-|2|3|6|-|11| |Advances recovered|-|1|3|17|-|21| |Advances taken|-|158|-|1|-|159| |Dividend paid|9,609|-|5|2|-|9,616| |Guarantees given|-|29|-|-|-|29| |Buy-back of shares|11,164|-|4|6|-|11,174| |Cost recovery|-|2,799|-|-|-|2,799| |Sale of property, plant and equipment|-|1|-|-|-|1| # Notes forming part of Standalone Financial Statements |(` crore)|Year ended March 31, 2021|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Revenue from operations|35|18,245|591|1,752| |-|20,623| | | | | |Dividend income|-|2,215|-|-|-|2,215| | | | | | |Rent income|-|12|-|-|-|12| | | | | | |Other income|-|40|-|-|-|40| | | | | | |Purchases of goods and services (including reimbursements)|1|8,798|444|355| |-|9,598| | | | | |Brand equity contribution|100|-|-|-|-|100| | | | | | |Facility expenses|-|87|17| |42|-|146| | | | | |Lease rental|1|-|36| |45|-|82| | | | | |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)| | | | | |-|-|3|-|-|3| |Contribution and advance to post employment benefit plans|-|-|-|-|5,913|5,913| | | | | | |Purchase of property, plant and equipment|-|-|3| |88|-|91| | | | | |Advances given|-|-|1| |6|-|7| | | | | |Advances recovered|-|-|1| |10|-|11| | | | | |Advances taken|-|3|1| |4|-|8| | | | | |Dividend paid|7,817|-|4| |3|-|7,824| | | | | |Guarantees given|-|1|-|-|-|1| | | | | | |Buy-back of shares|9,998|-|4|-|-| |10,002| | | | | |Sale / Redemption of investments|-|12|-|-|-|12| | | | | | |Purchase of investments|-|224|-|-|-|224| | | | | | |Cost recovery|-|2,840|-|-|-|2,840| | | | | | # Notes forming part of Standalone Financial Statements # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2022|11|6,704|242|673|-|7,630| | |10|157|52|30|-|249| | |21|6,861|294|703|-|7,879| | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2021|8|4,392|255|519|-|5,174| | |9|65|21|62|-|157| | |17|4,457|276|581|-|5,331| Integrated Annual Report 2021-22 Standalone Financial Statements | 393 # Notes forming part of Standalone Financial Statements # Balances payable to related parties are as follows: |(` crore)|As at March 31, 2022|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures|Other related parties|Total| |---|---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|92|5,067|499|111|-|5,769| | |Commitments and guarantees|-|4,610|37|201|-|4,848| | # Balances payable to related parties are as follows: |(` crore)|As at March 31, 2021|Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures|Other related parties|Total| |---|---|---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|91|3,604|296| |393|-|4,384| |Commitments and guarantees| |-|4,669|10|270|-|4,949| Integrated Annual Report 2021-22 Standalone Financial Statements | 394 # Notes forming part of Standalone Financial Statements # Material related party transactions are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Revenue from operations| | | |Tata Consultancy Services Sverige AB|2,172|1,939| |Tata Consultancy Services Canada Inc.|2,804|2,034| |Tata Consultancy Services Deutschland GmbH|3,038|2,504| |Tata Consultancy Services Netherlands BV|3,006|2,848| |Jaguar Land Rover Limited|1,500|1,093| |Tata Consultancy Services Switzerland Ltd.|2,285|1,786| |Purchases of goods and services (including reimbursements)| | | |Tata America International Corporation|3,156|2,803| |Tata Consultancy Services De Mexico S.A.,De C.V.|2,130|1,637| |TCS Foundation|679|350| |Dividend income| | | |Tata America International Corporation|707|1,002| |Tata Consultancy Services Canada Inc.|649|193| |Tata Consultancy Services Netherlands BV|646|405| |TCS Iberoamerica SA|682|374| # Material related party balances are as follows: | |As at March 31, 2022|As at March 31, 2021| |---|---|---| |Trade receivables and contract assets| | | |Tata America International Corporation|1,291|456| |Tata Consultancy Services Sverige AB|88|219| |Tata Consultancy Services France|1,063|1,028| |Tata Consultancy Services Netherlands BV|594|244| |Tata Consultancy Services Asia Pacific Pte Ltd.|345|271| |Diligenta Limited|745|594| |Jaguar Land Rover Limited|379|290| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| | | |Tata America International Corporation|2,044|1,519| |Tata Consultancy Services De Mexico S.A.,De C.V.|433|168| # Transactions with key management personnel are as follows: | |Year ended March 31, 2022|Year ended March 31, 2021| |---|---|---| |Short-term benefits|53|43| |Dividend paid during the year|1|1| | |54|44| # Notes forming part of"
+"Standalone Financial Statements The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. 21) The sitting fees and commission paid to non-executive directors is `12 crore and `10 crore as at March 31, 2022 and 2021, respectively. 22) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020, and invited suggestions from stakeholders which are under consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. 23) Additional Regulatory Information |Ratio|Numerator|Denominator|Current year|Previous year| |---|---|---|---|---| |Current ratio (in times)|Total current assets|Total current liabilities|2.5|2.9| |Debt-Equity ratio (in times)|Debt consists of borrowings and lease liabilities.|Total equity|0.1|0.1| |Debt service coverage ratio (in times)|Earning for Debt Service = Net Profit after taxes|Debt service = Interest and lease payments + Non-cash operating expenses + Interest + Principal repayments + Other non-cash adjustments|23.2|20.4| |Return on equity ratio (in %)|Profit for the year less Preference dividend (if any)|Average total equity|50.3%|41.5%| |Trade receivables turnover ratio (in times)|Revenue from operations|Average trade receivables|4.8|4.2| |Trade payables turnover ratio (in times)|Cost of equipment and software licences + Other expenses|Average trade payables|3.7|3.2| |Net capital turnover ratio (in times)|Revenue from operations|Average working capital (i.e. Total current assets less Total current liabilities)|2.9|2.5| # Financial Ratios File: AR_TCS_2021_2022.md |Ratio|Numerator|Denominator|Current year|Previous year| |---|---|---|---|---| |Net profit ratio (in %)|Profit for the year|Revenue from operations|23.8%|22.8%| |Return on capital employed (in %)|Profit before tax and finance costs|Capital employed = Net worth + Lease liabilities + Deferred tax liabilities|60.4%|51.1%| |Return on investment (in %)|Income generated from invested funds|Average invested funds in treasury investments|6.1%|6.5%| # Dividends Dividends paid during the year ended March 31, 2022 include an amount of `15.00 per equity share towards final dividend for the year ended March 31, 2021 and an amount of `21.00 per equity share towards interim dividends for the year ended March 31, 2022. Dividends paid during the year ended March 31, 2021 include an amount of `6.00 per equity share towards final dividend for the year ended March 31, 2020 and an amount of `23.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2021. Dividends declared by the Company are based on the profit available for distribution. On April 11, 2022, the Board of Directors of the Company have proposed a final dividend of `22.00 per share in respect of the year ended March 31, 2022 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `8,050 crore. # Signatories As per our report of even date attached For and on behalf of the Board For B S R & Co. LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Amit Somani Partner Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Membership No: 060154 Mumbai, April 11, 2022 Mumbai, April 11, 2022 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APTOnline Limited|August 9, 2004|April 1, 2021|March 31, 2022|INR|1.000000|2|108|190|80|32|135|21|3|18|-|89%|India| |2|MP Online Limited|September 8, 2006|April 1, 2021|March 31, 2022|INR|1.000000|1|120|158|37|121|77|24|6|18|-|89%|India| |3|C-Edge Technologies Limited|January 19, 2006|April 1, 2021|March 31, 2022|INR|1.000000|10|303|394|81|-|322|98|25|73|-|51%|India| |4|MahaOnline Limited|September 23, 2010|April 1, 2021|March 31, 2022|INR|1.000000|3|77|134|54|34|3|2|1|1|-|74%|India| |5|TCS e-Serve International Limited|December 31, 2008|April 1, 2021|March 31, 2022|INR|1.000000|10|146|1,052|896|90|1,889|115|27|88|-|100%|India| |6|Diligenta Limited|August 23, 2005|January 1, 2021|December 31, 2021|GBP|99.374057|10|1,392|2,696|1,294|293|3,730|8|-|8|-|100%|U.K.| |7|Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2021|March 31, 2022|CAD|60.450647|43|791|2,412|1,578|-|8,022|664|172|492|-|100%|Canada| |8|Tata America International Corporation|August 9, 2004|April 1, 2021|March 31, 2022|USD|75.696300|2|1,217|4,061|2,842|305|3,845|983|253|730|-|100%|U.S.A.| |9|Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2021|March 31, 2022|USD|75.696300|33|864|1,560|663|819|2,458|206|17|189|-|100%|Singapore| |10|Tata Consultancy Services (China) Co., Ltd.|November 16, 2006|January 1, 2021|December 31, 2021|CNY|11.933644|241|19|396|136|-|884|25|10|15|-|93.2%|China| |11|Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2021|March 31, 2022|JPY|0.620894|269|1,207|2,676|1,200|-|4,663|358|111|247|-|66%|Japan| |12|Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2021|March 31, 2022|MYR|17.995935|4|70|196|122|-|430|4|3|1|-|100%|Malaysia| |13|PT Tata Consultancy Services Indonesia|October 5, 2006|April 1, 2021|March 31, 2022|IDR|0.005268|1|31|84|52|-|100|21|8|13|-|100%|Indonesia| |14|Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2021|March 31, 2022|PHP|1.462589|(40)|153|443|330|-|775|61|8|53|-|100%|Philippines| |15|Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2021|March 31, 2022|THB|2.270265|2|6|52|44|-|110|3|1|2|-|100%|Thailand| |16|Tata Consultancy Services Belgium|August 9, 2004|April 1, 2021|March 31, 2022|EUR|84.302958|2|424|809|383|-|2,241|129|34|95|-|100%|Belgium| |17|Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2021|March 31, 2022|EUR|84.302958|1|630|1,795|1,164|-|6,018|470|145|325|-|100%|Germany| # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |18|Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2021|March 31, 2022|SEK|8.160446|-|887|1,290|403|-|3,786|196|43|153|-|100%|Sweden| |19|Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2021|March 31, 2022|EUR|84.302958|556|2,080|4,081|1,445|1,645|5,794|599|79|520|-|100%|Netherlands| |20|Tata Consultancy Services Italia s.r.l.|August 9, 2004|April 1, 2021|March 31, 2022|EUR|84.302958|19|55|175|101|-|386|30|14|16|-|100%|Italy| |21|Tata Consultancy Services Luxembourg S.A.|October 28, 2005|April 1, 2021|March 31, 2022|EUR|84.302958|47|62|214|105|-|716|74|22|52|-|100%|Capellen (G.D. de Luxembourg)| |22|Tata Consultancy Services Switzerland Ltd.|October 31, 2006|April 1, 2021|March 31, 2022|CHF|81.771956|12|693|1,469|764|-|3,716|250|42|208|-|100%|Switzerland| |23|Tata Consultancy Services Osterreich GmbH|March 9, 2012|April 1, 2021|March 31, 2022|EUR|84.302958|-|3|43|40|-|67|(2)|(1)|(1)|-|100%|Austria| |24|Tata Consultancy Services Danmark ApS|March 16, 2012|April 1, 2021|March 31, 2022|DKK|11.333308|1|5|6|-|-|11|-|-|-|-|100%|Denmark| |25|Tata Consultancy Services De Espana S.A.|August 9, 2004|April 1, 2021|March 31, 2022|EUR|84.302958|1|69|176|106|-|385|21|3|18|-|100%|Spain| |26|Tata Consultancy Services (Portugal) Unipessoal, Limitada|July 4, 2005|April 1, 2021|March 31, 2022|EUR|84.302958|-|13|40|27|-|54|10|1|9|-|100%|Portugal| |27|Tata Consultancy Services France|June 28, 2013|April 1, 2021|March 31, 2022|EUR|84.302958|4|(389)|1,387|1,772|-|2,441|37|4|33|-|100%|France| |28|Tata Consultancy Services Saudi Arabia|July 2, 2015|January 1, 2021|December 31, 2021|SAR|20.178147|8|104|202|90|-|345|(1)|4|(5)|-|100%|Saudi Arabia| |29|Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|January 1, 2021|December 31, 2021|ZAR|5.231149|7|49|56|-|56|-|38|-|38|-|100%|South Africa| |30|Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|January 1, 2021|December 31, 2021|ZAR|5.231149|9|83|519|427|-|1,038|58|17|41|-|100%|South Africa| |31|TCS FNS Pty Limited|October 17, 2005|April 1, 2021|March 31, 2022|AUD|56.598124|211|(64)|147|-|2|-|42|-|42|-|100%|Australia| |32|TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|January 1, 2021|December 31, 2021|CNY|11.933644|44|(3)|56|15|-|62|3|2|1|-|100%|China| |33|TCS Financial Solutions Australia Pty Limited|October 19, 2005|April 1, 2021|March 31, 2022|AUD|56.598124|-|87|131|44|41|68|54|7|47|-|100%|Australia| # Integrated Annual Report 2021-22 # Standalone Financial Statements | 399 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |34|TCS Iberoamerica SA|August 9, 2004|April 1, 2021|March 31, 2022|USD|75.696300|745|933|1,679|1|1,645|-|763|32|731|-|100%|Uruguay| |35|TCS Solution Center S.A.|August 9, 2004|January 1, 2021|December 31, 2021|UYU|1.845126|66|291|498|141|-|904|160|33|127|-|100%|Uruguay| |36|Tata Consultancy Services Argentina S.A.|August 9, 2004|January 1, 2021|December 31, 2021|ARS|0.682634|3|(1)|43|41|-|44|1|-|1|-|100%|Argentina| |37|Tata Consultancy Services Do Brasil Ltda|August 9, 2004|January 1, 2021|December 31, 2021|BRL|15.864257|279|45|587|263|-|1,082|116|42|74|-|100%|Brazil| |38|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2021|December 31, 2021|MXN|3.808006|1|605|1,768|1,162|-|3,178|321|322|(1)|-|100%|Mexico| |39|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2021|December 31, 2021|CLP|0.095933|163|221|528|144|53|682|100|11|89|-|100%|Chile| |40|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2021|December 31, 2021|CLP|0.095933|147|168|324|9|308|35|87|1|86|-|100%|Chile| |41|TATASOLUTION CENTER S.A.|December 28, 2006|January 1, 2021|December 31, 2021|USD|75.696300|23|81|216|112|-|469|74|25|49|-|100%|Ecuador| |42|TCS Uruguay S.A.|January 1, 2010|January 1, 2021|December 31, 2021|UYU|1.845126|-|117|223|106|65|510|120|8|112|-|100%|Uruguay| |43|MGDC S.C.|January 1, 2010|January 1, 2021|December 31, 2021|MXN|3.808006|65|(22)|131|88|-|46|(51)|32|(83)|-|100%|Mexico| |44|Tata Consultancy Services Qatar L.L.C.|December 20, 2011|January 1, 2021|December 31, 2021|QAR|20.787692|4|29|45|12|-|52|1|-|1|-|100%|Qatar| |45|Tata Consultancy Services UK Limited|October 31, 2018|January 1, 2021|December 31, 2021|GBP|99.374057|-|27|28|1|-|-|-|-|-| |100%|U.K.| |46|TCS Business Services GmbH|March 9, 2020|April 1, 2021|March 31, 2022|EUR|84.302958|-|20|135|115|56|148|21|7|14|-|100%|Germany| |47|Tata Consultancy Services Ireland Limited|December 2, 2020|January 1, 2021|December 31, 2021|EUR|84.302958|211|34|408|163|-|817|25|5|20|-|100%|Ireland| |48|TCS Technology Solutions AG|January 1, 2021|January 1, 2021|December 31, 2021|EUR|84.302958|27|203|1,279|1,049|-|1,717|221|9|212|-|100%|Germany| |49|Saudi Desert Rose Holding B.V.|May 26, 2021|January 1, 2021|December 31, 2021|EUR|84.302958|-|2|2|-|-|-|34|2|32|-|100%|Netherlands| |50|Tata Consultancy Services Bulgaria EOOD|August 31, 2021|January 1, 2021|December 31, 2021|BGN|43.139169|-|9|25|16|-|19|10|1|9|-|100%|Bulgaria| Integrated Annual Report 2021-22 Standalone Financial Statements | 400 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period of subsidiary|End date of accounting period of subsidiary|Reporting Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |51|Tata Consultancy Services Guatemala, S.A.|September 1, 2021|January 1, 2021|December 31, 2021|GTQ|9.849876|8|4|25|13|-|22|5|1|4|-|100%|Guatemala| |52|TCS Foundation|March 25, 2015|April 1, 2021|March 31, 2022|INR|1.000000|1|1,466|1,476|9|85|-|379|-|379|-|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2022. 2. Tata Consultancy Services Qatar S.S.C. renamed as Tata Consultancy Services Qatar L.L.C. 3. W12 Studios Limited renamed as Tata Consultancy Services UK Limited. 4. Equity stake increased to 100% in Tata Consultancy Services Saudi Arabia on acquisition of Saudi Desert Rose Holding B.V. w.e.f. May 26, 2021. 5. Tata Consultancy Services Ireland Limited incorporated a wholly owned subsidiary, Tata Consultancy Services Bulgaria EOOD in Bulgaria on August 31, 2021. 6. TCS Iberoamerica SA incorporated a subsidiary, Tata Consultancy Services Guatemala, S.A. in Guatemala on September 1, 2021. 7. Postbank Systems AG renamed as TCS Technology Solutions AG. # For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 11, 2022 Integrated Annual Report 2021-22 Standalone Financial Statements | 401 # Glossary |5G|Fifth generation wireless technology for digital cellular networks. 5G is expected to be much faster and enable much higher volumes of data sharing than earlier generations of cellular networks. Its massive capacity and ultra-low latency are expected to usher in an era of hyper-connectivity, enabling newer use cases such as autonomous cars, and accelerating the adoption of IoT.| |---|---| |ADM|See Application Development and Maintenance| |Agile|A collaborative approach for IT and business teams to develop software incrementally and faster. TCS has pioneered the Location Independent Agile™ model that allows for deployment at scale, and helps globally distributed organization execute large transformational programs quickly, while ensuring stability and quality.| |AgilityDebt™|AgilityDebt™ is an index developed by TCS, which uniquely indicates the burden carried by an organization that restricts its Agility. The index is arrived at based on a holistic Agile maturity assessment framework that measures the gap against required Agile talent, roles, team composition, delivery practices, Agile culture, Agile technology and DevOps enablers. TCS uses AgilityDebt™ to assess where the customer's teams are in the Agile journey, find the bottlenecks, and accelerate their Agile transformations.| |Agile Workspaces|These are key enablers of TCS' Location Independent Agile model, and represent the next generation work environment that facilitate greater collaboration among teams."
+"It is characterized by partition-less open offices, informal seating, interactive surfaces for information capture, and modern collaboration devices for increased productivity.| |AI|See Artificial Intelligence| |Algo Retail™|TCS' proprietary approach and suite of intellectual property that enables retailers to seamlessly integrate and orchestrate data flows across the retail value chain, harnessing the power of analytics, AI and machine learning in the areas of personalization, pricing optimization, marketing, online search and commerce to unlock exponential business value.| |Amortization|An accounting concept similar to depreciation, but used to measure the consumption of intangible assets.| |Analytics|In the enterprise context, this is the discovery, interpretation, and communication of meaningful patterns in business data to predict and improve business performance.| |Annuity Contracts|A long-term contract which can guarantee regular payments.| |APAC|Acronym for Asia Pacific| |API|See Application Programming Interface| # Integrated Annual Report 2021-22 # Glossary |APIfication|The process of exposing a discrete business function or data within an enterprise's systems through APIs.| |---|---| |Big Data|A high volume, high velocity, and/or high variety information asset that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization.| |Application Development and Maintenance|Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software over its lifetime.| |Blockchain|A distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision.| |Application Programming Interface|A set of easily accessible protocols for communication among various software components.| |AR|See Augmented Reality| |Artificial Intelligence|Technology that emulates human performance by learning, coming to its own conclusions, understanding complex content, engaging in natural dialogs with people, augmenting human effort or replacing people on execution of non-routine tasks. Also known as Cognitive Computing.| |ASEAN|Acronym for Association of Southeast Asian Nations| |Assets Under Custody|A measure of the total assets for which a financial institution, typically a custodian bank, provides custodian services.| |AUC|See Assets Under Custody| |Attrition|Measures what portion of the workforce left the organization (voluntarily and involuntarily) over the last 12 months (LTM). Attrition (LTM) = Total number of departures in the LTM / closing headcount| |Augmented Reality|Technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction.| |Automation|The execution of work by machines in accordance with rules that have either been explicitly coded by a human or 'learned' by the machine through pattern recognition of data. Popular types include Robotic Process Automation and Cognitive Automation.| |Basis Point|One hundredth of a percentage point, that is, 0.01 percent.| |BFSI|Acronym for Banking, Financial Services and Insurance| |Capital Expenditure (CapEx)|Funds used by a company to acquire, upgrade, and maintain physical assets such as property, buildings, an industrial plant, technology, or equipment.| # Integrated Annual Report 2021-22 # Glossary |Carbon Neutral|This describes the state of an entity whose greenhouse gas emissions to the atmosphere are balanced by activities which absorb an equivalent amount from the atmosphere; often accomplished by the use of carbon offsets.| |---|---| |Carbon Offset|Market-based instrument used to compensate for the emission of greenhouse gases into the atmosphere because of the organization's activity by reducing them somewhere else. Certified Emission Reductions (CERs) and Verified Emission Reductions (VERs) are some of the popular carbon offsets.| |Cash and Cash Equivalents|Cash comprises cash on hand and demand / time / fixed deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.| |Cash Flow|Inflows and outflows of cash and cash equivalents.| |Cash Flow from Operating Activities|Primarily derived from the principal revenue producing activities. Therefore, they generally result from the transactions and other events that enter into the determination of profit or loss.| |CBO|See Cognitive Business Operations| |CC|See Constant Currency| |Chatbots|Computer programs designed to simulate conversation with human users, especially over the internet."
+"They are typically used in dialog systems for various practical purposes like customer service or information acquisition.| |Cloud|See Cloud Computing| |Cloud Computing|The delivery of easily provisionable computing resources - servers, storage, databases, networking, software, analytics and more - over the internet, consumed on a pay-as-you-go basis.| |CMT|Acronym for Communication, Media and Technology| |Compounded Annual Growth Rate (CAGR)|The annual growth rate between any two points in time, assuming that it has been compounding during that period.| |Connected Clinical Trials (CCT)|Part of the TCS ADD suite, CCT is an innovative software-as-a-service platform that enables life sciences companies to significantly transform patient engagement in clinical trials and improve adherence to protocols, as well as the efficiency and accountability of clinical trials.| |Constant Currency|The basis for restating the current period's revenue growth after eliminating the impact of movements in exchange rates during the period.| |Contextual Knowledge|This is tacit knowledge pertaining to, and specific to, the granular nuances of a customer's business and IT landscape, acquired on the job over a period of time. TCS teams use their contextual knowledge to design technology solutions that are uniquely tailored for that customer, and therefore, a potential source of competitive differentiation.| # Glossary |CO2e|Acronym for ""Carbon dioxide equivalent"". It is a standard unit for accounting greenhouse gas (GHG) emissions from carbon dioxide or another greenhouse gases, such as SOX, NOX, methane, etc.| |---|---| |Digital Twin|A digital replica of a physical entity. For instance, a digital twin of a factory is a virtual model of the factory built using its data, process, people information. Impact of any change in a process in the real factory can be studied by simulating the change in the digital twin.| |CPG|Acronym for Consumer Packaged Goods| |Core Banking System|A back-end system that processes daily banking transactions and posts updates to accounts and other financial records; typically includes deposit, loan and credit processing capabilities, with interfaces to general ledger systems and reporting tools.| |Core Transformation|Modernization initiatives that target the one or more elements of the organization's operations stack consisting of business processes, software systems and underlying infrastructure, usually to enable greater agility, scalability, resilience and a superior customer experience. These are typically large in scale and scope, and entail the integrated delivery of multiple capabilities.| |Discretionary Spend|Also known as Change the Business (CTB) spend, it is that portion of the IT budget which is used to fund projects that are not, strictly speaking, essential for day to day operations, but are more transformational in nature. In uncertain economic times, when businesses are forced to cut spends in response to decline in income, discretionary spend is often the first to be scrutinized. However, what is considered discretionary is subjective and may differ considerably amongst businesses even within the same sector.| |Distributed Ledger Technology|See Blockchain| |Cyber Security|Technologies, processes and practices designed to protect networks, computers, programs and data from attack, damage or unauthorized access.| |Dividend|One form of distribution of profits earned by the Company and is usually declared as an amount per equity share held by the Shareholders. TCS has a policy of declaring quarterly interim dividends and the final dividend is approved by the shareholders in the Annual General Meeting.| |Days' Sales Outstanding (DSO)|A popular way of depicting the Trade Receivables - billed relative to the company's Revenue. DSO = Trade Receivables - billed * 365 / LTM Revenue| |Depreciation|A method of allocating the cost of a tangible long-term asset over its useful life. It is a non-cash accounting entry found in the statement of profit and loss.| |DLT|See Distributed Ledger Technology| |EACs|Energy Attribute Certificates (EACs) are market-based instruments that can be used by the bearer to claim renewable energy consumption. Each EAC is equivalent to 1 MWh of electricity.| |DevOps|Represents a new way of working to rapidly deploy new releases of a software in production using high levels of automation and tooling. TCS recommends adoption of DevOps, along with Agile for speed to market.| |Digital|Represents new age technologies such as Social Media, Mobility, Analytics, Big Data, Cloud, Artificial Intelligence and Internet of Things. Increasingly, with these technologies becoming mainstream, this word is becoming redundant.| |Earnings Per Share|The amount of that period's Net Income attributable to a single share after deducting any preference dividend and related taxes."
+"EPS = [Net profit attributable to Shareholders of the Company - Preference dividend, if any] / Weighted average number of equity shares outstanding during the period| # Integrated Annual Report 2021-22 # Glossary |Edge Computing|Computing and storage that is located on servers on the edge of the network, in close proximity to the users, but not through an on-premise data center; usually reserved for low latency use cases.| |---|---| |Effective Tax Rate|The proportion of the Profit Before Tax that is provided towards income taxes.| | |ETR = Tax expense / Profit Before Tax| |EIA|Acronym for Environmental Impact Assessment. The study needs to be conducted as per Ministry of Environment and Forest (MoEF) requirements for new construction/ expansion projects.| |Engineering and Industrial Services|Consists of next generation product engineering, manufacturing operations transformation, services transformation, embedded software and Internet of Things.| | |Use of such pre-built code reduces time to market and results in more stable, reliable solutions.| |Enterprise Agile|The adoption of Agile methods across all the business functions of the enterprise, designed to empower employees, foster collaboration and drive a culture of continuous innovation at scale.| |EPS|See Earnings Per Share| |ETR|See Effective Tax rate| |FTE|Acronym for Full Time Equivalent| |Fair Value|The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.| |Furlough|A temporary cessation of work without pay for the employees, usually implemented by organizations facing under difficult economic conditions, and in lieu of laying off employees.| |Fintech|Businesses that use technology to make financial services more efficient. Some fintech developments have improved traditional services, for example mobile banking apps, while others have revolutionized services such as pay per mile car insurance, or created new products, such as Bitcoin.| |Gamification|The process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation.| |GDPR|Acronym for General Data Protection Regulation, a European Union regulation for data protection and privacy.| |GHGs|Acronym for Greenhouse Gases; refers to gases that trap heat in the atmosphere leading to global warming and climate change.| |Fixed Price Contracts|A form of services contracts where the vendor takes a turnkey responsibility for delivering a solution for a certain price and within a mutually agreed timeframe.| | |The customer is billed on completion of key project milestones and related deliverables. This arrangement gives the vendor considerable flexibility in the staffing and execution of the project. On the other hand, it also means bearing the project risk.| |Growth and Transformation|Initiatives launched to improve the enterprise's revenues, leveraging technology to adopt new business models, drive new revenue streams, enhance customer experience or target new customer segments.| | |This is in contrast to traditional outsourcing engagements where the focus is on improving efficiency and saving costs.| # Glossary |G&T|See Growth and Transformation| |---|---| |HVAC|Acronym for Heating Ventilation and Air Conditioning System| |Hybrid Cloud|An enterprise IT infrastructure model that combines private clouds, public clouds and on premise data centers, to meet the compute and storage needs of the business.| |Innovation Days|Focused workshops with a TCS customer where researchers and business leaders from both organizations participate to explore emerging technologies for specific customer problems.| |Innovation Forum|TCS' thought leadership event that is held in North America, UK, Latin America and Japan. It brings together researchers from academia, innovators from the start-up ecosystem, technology watchers, futurists and customers to brainstorm around emerging technologies.| |Inorganic Growth|Growth in revenue due to mergers, acquisitions or takeovers, rather than due to an increase in the company's own business activity.| |ISO|Acronym for International Organization for Standardization| |ISV|Acronym for Independent Software Vendor; a key market segment serviced by TCS' Hi-Tech business vertical. Leading software product vendors across the world engage TCS to help them build new features and functionality, maintain older versions of their products, or to modernize their existing products with new cloud-native architecture.| |Internet of Things|Also known as IoT. Refers to a network of interconnected machines or devices embedded with sensors, software, network connectivity, and necessary electronics to generate and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines / devices.| |Invested Funds|Funds that are highly liquid in nature and can be readily converted into cash."
+"Invested funds = Cash and Cash Equivalents + Investments + Deposits with banks + Inter-corporate deposits| |Interactive|Allows for a two-way flow of information through an interface between the user and the technology; the user usually communicates a request for data or action to the technology with the technology returning the requested data or result of the action back to the user.| |Involuntary Attrition|A reduction in the workforce due to the employer's decision to terminate employment, instead of the employees' decision to leave.| |IP|See Intellectual Property| |kL|Acronym for the unit kilo-liters used to measure volume. It is a unit used to measure and report water usage.| |KMP|See Key Managerial Personnel| |Key Managerial Personnel|At TCS, this refers to the Chief Executive Officer, Managing Director, Chief Operating Officer, Chief Financial Officer, and the Company Secretary. Please refer to the Company's policy on KMP: http://www.tcs.com/ir-corporate-governance| |kWh|Acronym for kilowatt hours used as a unit of measurement of electricity| |LatAm|Acronym for Latin America| |Location Independent Agile|A method to orchestrate globally distributed stakeholders and talent into Agile teams for improved speed to market in large transformational programs. It comprises processes, structure, and the technology that allows enterprises to overcome location constraints and embrace Agile methods on a global scale.| |Machine First™ Delivery Model|A model that integrates analytics, AI and automation deep within the enterprise to redefine how humans and machines work together and to effectively deliver superior outcomes.| # Integrated Annual Report 2021-22 # Glossary |Machine Learning|A type of artificial intelligence that provides computers with the ability to learn behaviors without being explicitly programmed.| |---|---| |MVP|See Minimum Viable Product| |MWh|Acronym for megawatt hours used as a unit of measurement of electricity. 1 MWh=1000kWh| |Net Zero|Net zero refers to a state in which the greenhouse gases emitted into the atmosphere due the company's activity are minimized through a series of initiatives and the residual emission is compensated by removal of equivalent amount of GHG emissions elsewhere through carbon offsets.| |Managed Services|This is the practice of outsourcing to one service provider, also known as the Managed Services Provider (MSP), the end-to-end responsibility for providing, or orchestrating the provision through third party providers of, services around a range of processes and functions, in order to improve efficiency, service quality, agility and scalability.| |Managed Services Provider|Service providers with the sole, end-to-end responsibility of providing Managed Services.| |Market Capitalization|The total market value of a company's total outstanding equity shares at a point in time. Market Cap = Last Trading Price * Total number of outstanding shares| |MEA|Acronym for Middle East and Africa| File: AR_TCS_2021_2022.md |Metaverse|Virtual-reality space in which users can interact with a computer-generated environment and other users. Metaverse is a merging of virtual, augmented, and physical reality, and blurs the line between online and offline interactions.| |MFDM™|Acronym for Machine First Delivery Model| |Minimum Viable Product|The most basic version of a new product, with the bare minimum functionality, which can be released to the users at the earliest, to be augmented with incremental features and functionality over subsequent iterative cycles. MVPs can be used by teams to learn about user behavior and validate the product value with minimum investment.| |MJ|Acronym for Mega Joule used as a unit of measurement of energy (electricity as well as fuel use)| |Mobility|Information, convenience, and social media all combined together, and made available across a variety of screen sizes and hand-held devices.| |MSP|See Managed Services Provider| |Non-Controlling Interest|The share of the net worth attributable to non-controlling shareholders of the subsidiaries.| |Non-discretionary Spend|Also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected.| |Options Contract|A hedging instrument that offers the buyer the right to buy or sell the underlying asset (such as stocks or currency) on a future date, at a specified price, for small upfront fee called options premium. Eg: TCS purchases an options contract to sell USD 1mn @ ` 77/$ after 3 months, paying an option premium of `1 million. With this, TCS will have the right to sell USD 1mn at an exchange rate of `77, even if the prevailing market rate at the end of three months is, say `75."
+"On the other hand, if the market rate is higher, say `79, then TCS can choose to let the options contract lapse and instead sell at the market rate.| |Order Book|See Total Contract Value| |Organic Growth|The revenue growth a company can achieve by increasing its existing business activity. This does not include growth attributable to takeovers, acquisitions or mergers.| |PaaS|See Platform as a Service| |PAS 2060|Internationally recognized standard by the British Standards Institution to verify and substantiate an organization' claim of carbon neutrality.| # Integrated Annual Report 2021-22 # Glossary |Personalization|Segmentation and responding to individual transactions, customized for a single customer in a single instance.| |---|---| |R&I|Acronym for Research & Innovation| |Realization|The revenue received by the company per utilized effort. Pricing varies by service and by market. Consequently, there can be changes in realization compared to a prior period, due to changes in the underlying business or geographic mix during the period. This does not necessarily mean that like-to-like pricing has changed. Also, realization doesn't take into account the costs and therefore, higher realization is not necessarily more profitable.| |Platforms|A group of technologies that are used as a base upon which other applications, processes or technologies are developed. Useful for optimizing costs and efforts, and eliminating iterative tasks to drive strategic business initiatives.| |Platform as a Service (PaaS)|A category of cloud computing that provides a platform and environment to allow developers to build applications and services over the internet. PaaS services are hosted in the cloud and accessed by users simply via their web browser.| |Power Usage Effectiveness|It is the ratio of total amount of electricity used by a data center facility to the electricity used by the computing equipment in the data center.| |Pricing|The price charged to the customer for a billable effort, turnkey project or a certain process outcome, depending on the nature of the contract. Some use this term interchangeably (and somewhat inaccurately) with the average revenue realized by the company per utilized effort on an aggregate basis. See Realization.| |Private Cloud|Refers to a model of cloud computing where IT infrastructure, in terms of compute and storage resources, are provisioned for the dedicated use of a single organization.| |Product|In the technology context, refers to a packaged software program that is made available to multiple customers either on a license basis, or on a subscription basis, to enable the execution of certain common tasks or processes or business functions in a standardized way. This is the opposite of bespoke or custom software which is built to specifications to meet a customer's unique needs.| |Public Cloud|A computing service model used for the provisioning of storage and computational services to the general public over the internet. Public cloud facilitates access to IT resources on a 'pay as you go' billing model.| |PUE|See Power Usage Effectiveness.| |Related Party Transactions|Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged. Please refer to the Company's policy on Related Party Transactions: http://www.tcs.com/ir-corporate-governance.| |Revenue|The income earned by the Company from operations by providing IT and consulting services, software licenses, and hardware equipment to customers.| |RFP|Acronym for Request for Proposal, meaning a document that solicits proposal, often made through a bidding process, by an entity interested in procurement of IT services, to potential service providers to submit business proposals. An RFP is floated early in the procurement cycle and requested information may include basic corporate information and history, financial information, technical capability and estimated completion period, and customer references.| |Robotic Process Automation|The use of software tools to automate high-volume, repeatable tasks that previously required humans to perform. RPA is best suited for relatively simple and stable processes. Dynamic changes in the environment require ongoing upkeep of the robots, diluting the economic benefit of the automation. Increasingly, customers are preferring cognitive automation over RPA.| # Glossary # SBWS™ See Secure Borderless Workspaces # Scope 1, Scope 2, Scope 3 emissions Green house gas emission accounting categories as per the Greenhouse Gas Protocol. # Secure Borderless Workspaces™ TCS' innovative operating model rolled out in response to the COVID-19 disruption. It is a fully location agnostic extension of the Location Independent Agile model, enabling employees to work remotely, while retaining the same high rigor in project management, governance and security. The fully distributed nature of this model is better suited to ensure business continuity."
+"It leverages TCS' prior investments and incorporates the learnings and best practices around network management, standard service delivery environment, digitized governance processes, heavy use of collaborative and cloud based technologies and an internal SOC benchmarked to the best in the industry. # STEM Acronym for education in the fields of Science, Technology, Engineering and Math. # Sustainathons Platform/environment for multiple entities to come together in a specified timeframe to seek solutions to sustainability challenges. Expectations in a sustainathon includes clear framing of real world issues (problem statements) to drive realistic, technology based solutions. Immediate outcomes may include detailed solution ideas, wireframes, code pieces or apps. # T&M See Time and Materials Contract # TCS Pace™ A brand promise that represents the way TCS channels its domain knowledge and organizational units - business and technology services, industry solutions units, and the research and innovation organization - into internal and external co-innovation programs. # TCS Pace Port™ Physical spaces where TCS Pace can be experienced. These spaces are close to academic and start-up hubs, and enclose innovation showcases, Agile workspaces and think spaces. They encourage brainstorming, design thinking and collaborative innovation with internal and external partners. # Shareholder Payout Ratio The proportion of earnings paid to shareholders as a percentage of the Company's earnings, i.e. Net Income attributable to Shareholders of the Company. Payout can be in the form of dividend (including dividend distribution tax) and share buyback. # TCV See Total Contract Value # Time and Materials Contract A form of services contract where the customer is billed for the effort (in hours, days, weeks, etc.) logged by the project team members. Project risk is borne by the customer. This contrasts with Fixed Price Contracts. # Total Contract Value An aggregation of the value of all the contracts signed during a period and a useful indicator of demand, and near term business visibility. # Sole Sourced Contract Non-competitive agreements that allow a single vendor to fulfill the needs of the contractual requirements. These types of contracts can be won when the competitor set narrows down significantly and comes down to a single vendor discussion, given the nature of the client's solution requirements. # Turnkey Contracts See Fixed Price Contracts Integrated Annual Report 2021-22 # Integrated Annual Report 2021-22 # Glossary |tCO2e|Acronym for tonnes of carbon dioxide equivalent which is used as the unit for reporting greenhouse gas emissions.| |---|---| |Unearned and Deferred Revenue|For invoices raised in line with agreed milestones for services yet to be delivered. In other words, it is the amount that has been invoiced although the underlying effort is yet to be expended.| |XR|Extended reality, an umbrella term that covers augmented reality, virtual reality and mixed reality.| |VR|See Virtual Reality| |Virtual Reality|Artificial, computer-generated simulation or recreation of a real-life environment or situation. It engages users by offering simulated reality experiences firsthand, primarily by stimulating their vision and hearing.| |Virtualization|The abstraction of IT resources - like a server, client, storage or network - that masks the physical nature and boundaries of those resources from the users of those resources.| |Y-o-Y|Year-on-Year| Disclaimer: This glossary is intended to help understand commonly used terms and phrases in this report. The explanations are not intended to be technical definitions. If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail. # Identification of Material Topics # GRI Annexures TCS conducts annual materiality assessments to update the list of material topics. The key elements of that assessment include: # Key Elements of Annual Materiality Assessments: Stakeholder interactions result in the identification of a broad funnel of issues important to each of the constituencies. The Company's Sustainability Council uses discussions with internal and external stakeholders, as well as its own judgment, to prioritize and arrive at a list of material topics with significant economic, environmental, or social impacts on TCS' business, reputation, and operations. The company looks at the role of TCS in wider sustainability issues, the impact the company has through its customer engagements and its operations, and the role that the company experts play in professional associations, industry forums and other thought leadership activities to address important issues raised by stakeholders."
+"1 GRI 3-1 # Integrated Annual Report 2021-22 # Key Material Topics # Key Concerns # Boundary of impact and TCS approach # to them are listed below: |Material Topics|Why this is material|Key Concerns|TCS Approach (Page Reference Number)|Boundary of impact|GRI Indicators| |---|---|---|---|---|---| |Corporate Governance|Strong corporate governance that considers - stakeholder concerns, engenders trust, oversees business strategies, and ensures fiscal accountability, ethical corporate behavior, and fairness to all stakeholders is core to achieving the organization's longer-term mission.|* Governance Structure and composition * Independence of the Board and Minority Interest * Avoidance of conflict of interest * Board oversight * Disclosure and Transparency|* Pg 137 * Pg 138 * Pg 139 * Pg 140 * Disclosures - Pg 154 to 156 * Internal financial control systems and their adequacy - Pg 132|Internal|2-9, 2-10, 2-11, 2-12, 2-14, 2-15, 2-19| | | | | | |* Value, ethics and compliance * Enterprise Risk Management * Succession Planning * Remuneration Policy| | | | | | |* Pg 139 * Pg 120 * Pg 141 * Pg 149| 2 GRI 3-2 3 GRI 3-3 # Integrated Annual Report 2021-22 Identifictiinnion cteeican ioiicnn|nn413 # Material Topics |Why this is material|Key Concerns|TCS Approach (Page Reference Number)|Boundary of impact|GRI Indicators| |---|---|---|---|---| |A financially strong, viable business that is able to adapt to changing technology landscapes to remain relevant to customers and profitably grow its revenues year-on-year is essential to meet longer term expectations of stakeholders.|- Economic performance - Demand sustainability - Investments in capability development |- Financial Capital - Pg 20 - Strategy for sustainable growth - Pg 9, 108 - New Organization Structure - Pg 109 - Business outlook - Pg 120 - Enabling investments - Pg 108 - Intellectual Capital - Pg 24 to 26 |Internal|2-22, 201-1| |The company's ability to attract, develop, motivate, and retain talent is critical to business success.|- Talent acquisition - Talent development - Diversity, Equity and Inclusion - Talent retention - Employee Health and well being - Competitive Compensation - Occupational Health and safety |- Pg 22 - Pg 113 - Pg 115 - Pg 112 - Pg 114 - Pg 205 |Internal|401-1, 401-2, 401-3, 403-1, 403-2, 403-3, 403-6, 403-9, 403-10, 404-1, 405-1, 405-2, 406-1| # Integrated Annual Report 2021-22 # Integrated Annual Report 2021-22 |Material Topics|Why this is material|Key Concerns|TCS Approach (Page Reference Number)|Boundary of impact|GRI Indicators| |---|---|---|---|---|---| |Social Responsibility|The business must be rooted in community and be aligned with the community's larger interests. Any adversarial relationship can hurt the company's ability to create longer term value.|- Local communities - Education and skill development - Job creation - Taxes payable in different regions - Environmental stewardship |- Pg 174, 222, 228, 229 - Pg 175 to 179 - Pg 140 - Pg 298, 299 - Pg 398 to 401 - Natural Capital - Pg 31, 200 |External|204-1, 207-1, 308-1, 308-2, 413-1| |Environmental Footprint|Business sustainability is linked to the planet's sustainability."
+"Moreover, good environmental practices result in greater operational efficiency, adding to financial sustainability.|- Energy consumption and GHG Emissions - Water management - Waste management |- Pg 31, 216, 218, 219, 225 - Water conservation - Pg 217, 218, 224 - Waste reduction and reuse - Pg 200, 221 |Internal|302-1, 302-3, 303-1, 303-2, 303-3, 303-4, 303-5, 305-1, 305-2, 305-3, 305-4, 305-5, 306-2, 306-3, 306-4, 306-5| # GRI Content Index |GRI Standard|Disclosure|Section *|Page No.| |---|---|---|---| |GRI 2: General Disclosures|2-1 Organizational details|* BRSR|186| | |2-2 Entities included in the organization's sustainability reporting|* BRSR|187, 190| | |2-3 Reporting period, frequency and contact point|* BRSR|186| | |2-4 Restatements of information|* BRSR|187| | |2-5 External assurance|* BRSR|187, 197| | |2-6 Activities, value chain and other business relationships|* BRSR|187, 188| | |2-7 Employees|* CG|188| | |2-9 Governance structure and composition|* CG|137| | |2-10 Nomination and selection of the highest governance body|* CG|138| | |2-11 Chair of the highest governance body|* CG|139| | |2-12 Role of the highest governance body in overseeing the management of impacts|* CG|139, 140| | |2-13 Delegation of responsibility for managing impacts|* BRSR|197, 215| | |2-14 Role of the highest governance body in sustainability reporting|* CG|140| | |2-15 Conflicts of interest|* CG|139| | |2-17 Collective knowledge of the highest governance body|* BRSR|198| | |2-19 Remuneration policies|* CG|149| | |2-21 Annual total compensation ratio|* BRSR|214| | |2-22 Statement on sustainable development strategy|* Letter from the CEO|9| | |2-23 Policy commitments|* BRSR|195, 199, 216, 230| | |2-24 Embedding policy commitments|* BRSR|195, 212, 216| | |2-25 Processes to remediate negative impacts|* BRSR|192, 203, 207, 215, 216, 229| | |2-27 Compliance with laws and regulations|* BRSR|198, 223| | |2-28 Membership associations|* BRSR|228| | |2-29 Approach to stakeholder engagement|* BRSR|208, 209| | |2-30 Collective bargaining agreements|* BRSR|203| Requirement 7: Publish a GRI content index * MDA: Management Discussion and Analysis, CG: Corporate Governance Report, BRSR: Business Responsibility and Sustainability Report Integrated Annual Report 2021-22 # GRI Standard Disclosure Section * Page No."
+"|GRI 3: Material Topics 2021|3-1 Process to determine material topics|* GRI Annexures:|412| | | | | |---|---|---|---|---|---|---|---| | |GRI 303: Water and Effluents|303-1 Interactions with water as a shared resource|* BRSR| | | |218| | | |303-2 Management of water discharge-related impacts|* BRSR| | | |218| | | | | | |303-3 Water withdrawal|* BRSR|217, 224| | | | | | |303-4 Water discharge|* BRSR|224| | | | | | |303-5 Water consumption|* BRSR|217| |GRI 304: Biodiversity 2016|304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas|* BRSR| | | | |222| | | |304-2 Significant impacts of activities, products and services on biodiversity|* BRSR| | | |226| | | |304-3 Habitats protected or restored|* BRSR| | | |226| |GRI 305: Emissions 2016|305-1 Direct (Scope 1) GHG emissions|* BRSR| | | | |218| | | |305-2 Energy indirect (Scope 2) GHG emissions|* BRSR| | | |218| | | |305-3 Other indirect (Scope 3) GHG emissions|* BRSR| | | |225| | | | | | |305-4 GHG emissions intensity|* BRSR|218, 225| | | |305-5 Reduction of GHG emissions|* BRSR| | | |219| |GRI 306: Waste 2020|306-2 Management of significant waste-related impacts|* BRSR| | | | |200, 221| | | | | | |306-3 Waste generated|* BRSR|220| |GRI 201: Economic Performance 2016|201-1 Direct economic value generated and distributed|* Financial Capital|20| | | | | | |201-2 Financial implications and other risks and opportunities due to climate change|* MDA|130| | | | | | |201-3 Defined benefit plan obligations and other retirement plans|* BRSR|202| | | | | |GRI 204: Procurement Practices 2016|204-1 Proportion of spending on local suppliers|* BRSR|229| | | | | |GRI 205: Anti-corruption 2016|205-3 Confirmed incidents of corruption and actions taken|* BRSR|199| | | | | |GRI 207: Tax 2019|207-1 Approach to tax|* CG|140| | | | | |GRI 302: Energy 2016|302-1 Energy consumption within the organization|* BRSR|216, 223| | | | | | |302-3 Energy intensity|* BRSR|216| | | | | # GRI Standard | |Disclosure|Section *|Page No.| | | | | |---|---|---|---|---|---|---|---| |306-4 Waste diverted from disposal| |BRSR|220| | | | | | |306-5 Waste directed to disposal|BRSR|220| | | | | | | | | |GRI 404:|404-1 Average hours of training per year per employee|Human Capital|23| | | | | | | |BRSR|203| |404-3 Percentage of employees receiving regular performance and career development reviews| |BRSR| | | | |204| |GRI 308:|308-1 New suppliers that were screened using environmental criteria|BRSR|200, 227| | | | | | | | | |2016| | | | |308-2 Negative environmental impacts in the supply chain and actions taken| |BRSR|227| | | | | |GRI 401:|401-1 New employee hires and employee turnover|Human Capital|22| | | | | | | |BRSR| | | | |189| |401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees| |BRSR| |201| | | | | |401-3 Parental leave|BRSR|203| | | | | |GRI 402:|402-1 Minimum notice periods regarding operational changes|MDA|115| | | | | |GRI 403:|403-1 Occupational health and safety management system|BRSR|205| | | | | |403-2 Hazard identification, risk assessment, and incident investigation| |BRSR|205, 206| | | | | |403-3 Occupational health services| | | | | |BRSR|203| | |403-6 Promotion of worker health|BRSR|205| | | | | | |403-9 Work-related injuries|BRSR|206| | | | | | |403-10 Work-related ill health|BRSR|206, 208| | | | | # Integrated Annual Report 2021-22 GRInCintentnIndexnn|nn418 # TCS Safe Harbor Clause Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and uncertainties that could cause actual results to differ materially from market expectations."
+"These risks and uncertainties include, but are not limited to, our ability to manage growth, intense competition among global IT services companies, various factors which may affect our profitability, such as wage increases or an appreciating Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, pandemics, natural disasters and general economic conditions affecting our industry. TCS may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements. # IT Services # Business Solutions # Consulting # Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 www.tcs.com Building on belief File: AR_TCS_2022_2023.md # TATA # TCS/SE/46/2023-24 June 7, 2023 National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Bandra Kurla P. J. Towers, Complex, Bandra (East) Dalal Street, Mumbai - 400051 Mumbai - 400001 Symbol - TCS Scrip Code No. 532540 Dear Sirs, # Sub: Annual General Meeting Notice, Integrated Annual Report 2022-23 The twenty-eighth Annual General Meeting (""AGM"") of the Company will be held on Thursday, June 29, 2023 at 3.30 p.m. IST through Video Conferencing/Other Audio Visual Means. Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Integrated Annual Report containing the Notice of AGM for the financial year 2022-23 which is being sent only through electronic mode to the Members, who have registered their e-mail addresses with the Company/ Depositories. The Integrated Annual Report containing the Notice is also uploaded on the Company's website www.tcs.com. This is for your information and records. Thanking you, Yours faithfully, For Tata Consultancy Services Limited Pradeep Manohar Gaitonde Company Secretary # cc: 1. National Securities Depository Limited 2. Central Depository Services (India) Limited 3. TSR Consultants Private Limited UAIA CONSULTANCY SERVICES Tata Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel 91 22 6778 9595 Fax 91 22 6630 3672 e-mail corporate.office@tcs.com website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Corporate Identity No. (CIN): L22210MH1995PLC084781 # CCS TATACONSULTANCY SERVICES # TATA # Innovate, Adapt, Thrive # Integrated Annual Report # 2022-23 # FY 2022 # About TCS Tata Consultancy Services is an IT services, consulting and business solutions organization that has been partnering with many of the world's largest businesses in their transformation journeys for over 55 years. Its consulting-led, cognitive powered, portfolio of # Content # About TCS 02 # Consolidated Financial Statements Board of Directors................................................................ 04 Independent Auditor's Report…………...............................… 183 Management Team.............................................................. 05 Consolidated Balance Sheet………………................................ 190 Letter from the Chairman.................................................... 06 Consolidated Statement of Profit and Loss…...................... 191 Letter to Shareholders......................................................... 08 Consolidated Statement of Changes in Equity..................... 192 Letter from the CEO............................................................. 11 Consolidated Statement of Cash Flows…….......................... 194 The Year Gone by................................................................. 12 Notes forming part of the Consolidated Financial Statements…………………………………………………....... 196 # Integrated Reporting Framework TCS Integrated Business Model…………………........................ 15 Financial Capital…………………………………………....................... 16 Human Capital……………………………………………....................... 18 Intellectual Capital……………………………………......................... 20 Social Capital……………………………………………......................... 22 Natural Capital……………………………………………...................... 24 # Thematic Section Helping Versuni become a Digital-First, Innovation-Led Standalone Entity…………………………............ 26 Enabling Eversource Energy's Transition to a Green Energy Future………………………………………………......... 27 Innovate, Adapt, Thrive: A Fireside Chat............................. 28 Revolutionizing Small Value Payments in South Africa....... 30 Supporting Takenaka Corporation Realize its Vision of a Sustainable Society....................................................... 31 Q&A with CFO and CHRO.................................................... 32 Innovating to Improve Crop Yields and Farmer Incomes................................................................... 34 # Sustainability Disclosures Identification of Material Topics …………………...................... 330 Climate change risk and opportunities assessment and management…………………………………………………............ 333 GRI Content Index………………………………………....................... 339 # Statutory Section Notice………………………………………......................................... 35 Directors' Report................................................................. 72 Management Discussion and Analysis................................ 86 Awards and Accolades......................................................... 109 Corporate Governance Report............................................ 113 Corporate Social Responsibility........................................... 136 Business Responsibility and Sustainability Report……........."
+"145 # Board of Directors |Non-Independent, Non Executive|Independent, Non Executive| |---|---| |N Chandrasekaran|Aarthi Subramanian| |C C M N|O P Bhatt| | |Dr Pradeep Kumar| | |Hanne Sorensen| | | | |Non-Independent, Executive| | |K Krithivasan|N G Subramaniam| |CEO & MD|COO & ED| |M M M NE|M M NE| | |Keki Mistry| | |Don Callahan| | | | I Independent, Non-Executive Director NE Non-Independent, Executive Director Average Age (years) 63 56 72 N Non-Independent, Non-Executive Director # Board Committees |Committee|C Chairman|M Member| |---|---|---| |Audit Committee| | | |Nomination and Remuneration Committee| | | |Stakeholders' Relationship Committee| | | |Corporate Social Responsibility Committee| | | |Executive Committee| | | |Risk Management Committee*| | | *Samir Seksaria (Chief Financial Officer) is also a member of the Committee # Average Tenure on the Board (years) | |Independent|Non-Independent| |---|---|---| | |07|0| | |16| | # Board Independence (%) |Independent|Non-Independent| |---|---| |56%|44%| # Average Tenure of Independent Directors on the Board (years) | |04|11| |---|---|---| | | | | Board of Directors | 4 # Management Team |Corporate|Business Heads| |---|---| |K Krithivasan|Susheel Vasudevan| |Chief Executive Officer|Relationship Incubation Group| |and Managing Director|Krishnan Ramanujam| |N G Subramaniam|Enterprise Growth Group| |Chief Operating Officer|Debashis Ghosh| |and Executive Director|Business Transformation Group| |Samir Seksaria|Suresh Muthuswami| |Chief Financial Officer|Chairman - TCS North America| |Milind Lakkad|Amit Bajaj| |Chief Human Resources Officer|North America| |Rajashree R|Amit Kapur| |Chief Marketing Officer|UK & Ireland| |K Ananth Krishnan|Sapthagiri Chapalapalli| |Chief Technology Officer|Europe| |Madhav Anchan| | |General Counsel Legal| | |Pradeep Manohar Gaitonde|Company Secretary| Management Team | 5 # Letter from the Chairman The global environment is going through considerable changes. At the same time, the world is navigating several important transitions: the Energy transition, the Supply Chain transition and the AI transition. Undoubtedly, these transitions will require significant investments in technology and innovation, and offer a huge growth opportunity for the IT industry. Dear Shareholder, I am pleased to share that your company has done well in a volatile global environment in the year gone by. In FY 2023, your company delivered revenue of ₹225,458 crore, a growth of 17.6%. This growth has come at an industry-leading operating margin of 24.1%. TCS continues to play a crucial role with clients to enable their business transformation, helping them accelerate new technology adoption and bring agility into execution. We work with large enterprises on transformation initiatives to build a digital foundation for the future, enable strategic leverage of data and artificial intelligence (AI) and reimagine customer and employee experiences. Your company delivered healthy client metrics enabled by new customer additions and deep client relationships. In FY 2023, growth has come from broad-based performance across markets and industry verticals. The order book continues to be strong, indicating demand for your company's services. From a talent perspective, the employee strength grew to over 614,000 associates with 35.7% women associates. The global environment is going through considerable changes. Geopolitical factors such as the conflict between Russia and Ukraine, rising inflation and volatile commodity prices have caused slowing down of global growth and created stress in the overall economic environment. At the same time, the world is navigating several transitions. Undoubtedly, these transitions will require significant investments in technology and innovation, and offer a huge growth opportunity for the IT industry. The global energy transition is accelerating. Businesses are making clear commitments towards a sustainable future. There are many innovations across products, services, manufacturing, and delivery. New business models are also emerging. This requires investments in technology and innovation including electric mobility, renewable power, hydrogen and sustainable fuel. In addition, sustainability compliance and reporting requirements are fast evolving as new standards and regulations are coming into play. Across the facets of this transition, investments in IT and digital technology will be an important enabler for businesses. The supply chain transition resulting from the geo-political situation is altering the global supply chains. Companies are rebalancing their supply chains for resilience and efficiency. New global supply chain ecosystems are being created with India playing an important role. This is being led by significant capital investments in technology to set-up 'digital-first' manufacturing and supply chain operations as well as to build ecosystem integration with partners. A central focus. The impact of AI and Machine learning is going to be profound. There is a transition already underway from predictive AI to generative AI. Majority of the businesses are still adopting predictive AI and are on the journey of capturing large volume of data, harnessing the power of cloud and IoT."
+"There are varying levels of adoption in companies across sectors. Leveraging generative AI would further require technology innovation and investments. There is another important area that companies need to focus on - building talent for the future. The energy, supply chain and AI transitions are going to require companies to reskill/upskill existing talent base, hire and integrate new talent and invest in research. Our technology strengths make us well-placed to respond to the global demand and scale up our talent base. As the future of work is evolving, enterprises globally are also assessing their approach to talent. Today, companies can tap into talent anywhere and leaders need to learn how to harness the global talent pool effectively. Technology and tools are facilitating collaboration and enabling virtual and hybrid models of work. Harnessing this talent will need an approach that leverages technologies like AI and cloud to enable effective employee engagement and collaboration. Your company is significantly investing in building AI capabilities which include products and platforms that are AI-powered. Over the last few years, your company has leveraged partnerships to design and orchestrate a completely indigenous software-defined 4G/5G network stack. 5G technologies along with IoT, edge and AI will enable new digital transformation opportunities across industries, both industrial and consumer. We will also invest in research areas important for the future, in collaboration with our global academic partners and start-up ecosystem. I would like to thank Rajesh Gopinathan for his contribution during his tenure as CEO & MD and I wish him the very best for the future. I also take this opportunity to wish K Krithivasan the very best in his new role as CEO & MD of your company. On behalf of the Board of Directors of Tata Consultancy Services, I want to thank you for your continued trust, confidence, and support. Warm regards, N Chandrasekaran Chairman In the past decade, there has been a rapid evolution of digital technologies, bringing about a transformation across every industry. Now, the advancements in AI have made AI transition Letter from the Chairman | 7 Our full services capability enables us to help our clients thrive, in good times and bad. During the up-cycle, we help clients accelerate and expand their technology-led innovation to differentiate themselves and drive growth. On the down cycle, we help them adapt, using technology to drive the efficiency, agility and resilience needed to cope with a faltering economy, and prepare for better times ahead. # Letter to Shareholders Dear Stakeholder, Demand for our services showed remarkable resilience even as other parts of the technology universe deflated, and macroeconomic uncertainties worsened in our major markets throughout FY 2023. Our revenue for the year was ₹225,458 crore, a growth of 17.6% over the prior year (13.7% in constant currency). This growth came with an industry leading operating margin of 24.1%. Our Net Margin was at 18.7%. The Earnings Per Share was at ₹115.19, a growth of 11.2% over the prior year. From an industry vertical perspective, growth in FY 2023 was led by Retail and Consumer Business, which grew 22.1%, Life Sciences and Healthcare which grew 20.2% and Communications, Media and Technology which grew 18.1%. Banking, Financial Services and Insurance grew 14.6% while Manufacturing grew 14.1%. Others, which make up 8.2% of revenues, grew 22.5%. By geographic markets, North America grew 24.2%, UK grew 11.4% and Continental Europe grew 9.2%. Among emerging markets, Latin America grew 24.8%, India grew 14.9%, Middle East & Africa grew 12.5% while Asia Pacific grew 7.1%. The Board has recommended a final dividend of ₹24 per share, bringing the total dividend for the year to ₹115 per share. For the full year, the company's shareholder payout was ₹42,079 crore, 108.2% of the free cash flow during the year. # Innovate, Adapt, Thrive Our performance this year reflects how much of an enterprise staple IT services have become. Our full services capability enables us to help our clients thrive, in good times and bad. During the up-cycle, we help clients accelerate and expand their technology-led innovation to differentiate themselves and drive growth. On the down cycle, we help them adapt, using technology to drive the efficiency, agility and resilience needed to cope with a faltering economy, and prepare for better times ahead. Cloud transformation remained a high priority area for enterprises in FY 2023, with greater focus on execution. They engaged us to take up the modernization and migration of their bigger, more complex workloads."
+"The breadth and depth of our cloud expertise, our scale, deep domain knowledge, strong partnership credentials with the hyperscalers and our portfolio of intellectual property on the cloud, give us a distinct competitive edge in this phase of the cloud adoption cycle. We also helped clients cope with the challenge of managing cloud expenses. In some cases, it required rearchitecting their application stack to be more cloud native, capable of dynamically ramping up resource consumption during periods of high demand, and automatic ramping down at other times. Elsewhere, we offered our FinOps advisory and cloud managed services to rein in cloud costs. The adoption of cloud technologies continues to drive innovation within enterprises. The availability of compute, data 1 GRI 2-22 # Letter to Shareholders and networks at scale provides access to powerful technologies like advanced analytics and machine learning, applied to diverse areas like computer vision, text and speech processing, in domains like dynamic supply chain optimization, new molecule discovery in life sciences and usage-based pricing of insurance coverage. Newer developments like generative AI, large language models, and quantum computing triggered more experimentation and innovation by our clients. Our investments in research and innovation across different industries, and our Pace innovation architecture have positioned us well to partner with them in these initiatives. Our Agile Innovation Cloud offering, where we create dedicated, location-independent innovation teams to help clients accelerate and scale up their innovation, gained further traction in FY 2023. 7 new clients signed up during the year, bringing the total to 30 clients. Some of the emerging innovation themes that we helped customers with include ecosystem and multi-industry models underpinned by technologies like data marketplaces, API and blockchain, in industries like transportation and public sector; AI-powered autonomous robotics in the logistics industry, and new applications for digital twins in the BFSI, Telecom and Retail industries. Within our growth and transformation (G&T) portfolio, business model innovation continued to be a key theme. For example, for a large Fortune 500 electric gas utility, we built the service delivery platform central to their new business model of providing warranty repair, refurbishment and replacement services of various home appliances to households. Ingram Micro, one of the largest technology distributors in the US, engaged us as a partner to power their pivot into e-commerce and achieve their mission to transform from a traditional distributor to a platform company that does distribution. Tapestry Inc, a leading New York-based house of iconic accessories and lifestyle brands such as Coach, Kate Spade, & Stuart Weitzman, partnered with TCS to drive their omnichannel modernization and transform the customer journey experience. Other G&T themes, such as M&A and sustainability continued to bring in high-profile deal wins and new strategic engagements for us in FY 2023. Elsewhere in this report, you can read about the work we did for Philips Domestic Appliances in its journey to be a standalone company, and how we helped Eversource Energy pursue its carbon neutrality aspirations. Digital transformation, which began in the front office, towards enhancing customer experience, made further inroads within the enterprise during the year, unlocking tremendous value in the middle and back office. As critical technologies such as machine vision and conversational systems get better with the use of AI, our Machine First™ approach is helping clients use them innovatively in the back office, embedding them into reimagined processes to drive greater velocity, agility, throughput and resilience - which, among other things, also enhances customer experience. Applied at scale, across a broad set of business or IT operations, this can result in an entirely new operating model that significantly boosts our clients' competitiveness. As macroeconomic uncertainty increased in the second half of the year, we saw clients adapting by reprioritizing their spends and showing greater interest in such operating model transformations. TCS Cognix™, our AI-driven human machine collaboration suite, has been a game changer, enabling faster transformations that deliver concrete business benefits within months. Its 600 pre-built configurable and reusable digital solutions enable plug and play transformation of a range of business and technology functions, horizontal and vertical. Nearly 300 of our clients have used it to transform their business and IT operations. In traditional outsourcing deals, we saw more multi-services integrated deals. By consolidating multiple elements of the operation stack - processes, applications, and the underlying technology and infrastructure - with a single strategic partner, clients not only achieve greater accountability, but also reduce complexity and derisk their larger business transformations."
+"The same rationale is driving more vendor consolidation initiatives that favor a few strategic partners with end-to-end service offerings, the right innovation capabilities and scale. All these trends play to our strengths. Our scale, structure, and ability to bring together different capabilities into a seamless service delivery team, helped us win several large deals throughout the year. # Investing in People The supplyside challenges of the last two years peaked in the first half of FY 2023, with employee churn reaching unprecedented levels. We broke out of the vicious cycle of hiring and counter-hiring within the industry by investing in onboarding an unprecedent number of fresh engineers - over 110,000 in FY 2022 and over 44,000 in FY 2023 - and training them on the technologies most in demand. # In FY 2023 we focused on utilizing the spare capacity built up in the prior year, and recalibrated our hiring especially as attrition started falling in the second half of the year. Our LTM attrition in IT services for the year was 20.1%. Net addition in FY 2023 was 22,600, and the closing headcount was 614,795. Our workforce continued to be very diverse, with over 150 nationalities represented and with women making up 35.7% of the employee base. Our investments in organic talent development continue to deliver exceptional outcomes. In FY 2023, TCSers logged 48.3 million learning hours, and acquired nearly 6 million competencies. Popular technologies witnessed unprecedented levels of interest from our employees. During the year, 53,000 TCSers acquired certification on hyperscaler cloud skills, bringing the total number to over 110,000, making TCS one of the Top 2 partners to the largest cloud providers. # Caring for Communities We continued to work with communities across the world, pursuing our long-standing commitment to programs in the areas of skills development, bridging of digital divides and STEM education. In FY 2023, we estimate that our community initiatives touched the lives of over 4.5 million beneficiaries - women, youth and members of marginalized communities. Our large programs in India around literacy, digital entrepreneurship and youth skilling continued to gain scale. Likewise, our STEM initiatives outside India. goIT is shaping the next generation of digital innovators in 42 countries, while Ignite my Future in School program has doubled its original goal, serving over 2 million students and educators in five geographies worldwide since inception in 2017. # So long, farewell This year marks a key milestone in my journey with TCS, and an important transition point for the company, as I step down from my role as CEO and MD on 31st May 2023. It has been an absolute privilege and an unparalleled learning experience to lead our company in the last six years, a period of tremendous growth and transformation for us. On a more personal note, I am grateful to Chandra, our Chairman, for his mentorship and backing over the years, to our Board members for their guidance, and to all our customers for the confidence they reposed in us. I take this opportunity to thank all my colleagues whose support and trust made my journey as CEO successful, satisfying and unforgettable. I also thank all my fellow TCSers whose energy, dedication and aspirations continue to power the organization's success. I have had the pleasure of interacting with some of you in person over the last decade. Your feedback and insights helped me learn and shaped my worldview. Thank you for all your support and encouragement. With enterprises relying on technology ever more to drive their competitive differentiation, technology intensity is rising and on a secular basis, the share of IT services within overall tech spending is also going up. I am confident that TCS' best years are ahead, and I look forward to watching the company's continued success from outside. Best Regards, Rajesh Gopinathan Chief Executive Officer and Managing Director (For FY 2022-23) Our employee volunteer program called HOPE (Hours of Purpose by Employees) resulted in over 2.8 million hours of volunteering effort towards promoting issues most relevant in their local communities, such as mental health, climate action, circularity, education, skilling, mentoring, and conservation. On the environmental front, we continue to make good progress in our net zero journey. We have brought down our absolute carbon footprint across Scope 1 and Scope 2 emissions by 71% over base year 2016, meeting our target two years ahead of time. This was despite increased electricity consumption in FY 2023 from employees' return to office."
+"In addition to enterprise-wide initiatives for energy efficiency, we have also significantly increased our use of renewable energy. Renewable energy sources today make up 55% of the total (7.25% in 2016). # Letter from the CEO Dear Shareholder, I am truly humbled by this opportunity to lead this remarkable organization that I have been part of for 34 years. The culture, values and ethos of TCS and the Tata group have been an inspiration always. Your company has a very strong leadership team and a workforce that is highly motivated. It is my privilege to lead this talented team. As part of the transition, I interacted with a number of our customers, leadership teams and employees. This has further enriched my understanding of the depth of our customer relationships, customers' priorities and the opportunities ahead of us. I see a huge potential to create positive impact for our clients, our employees and for the broader community of stakeholders that we serve. As part of their continuing digital transformation journey, we see sustained focus on cloud adoption, data architecture, customer experience and business model transformation. Through these initiatives, our customers intend to avoid technology obsolescence, become an intelligent enterprise, introduce new products and services, orchestrate ecosystems and provide immersive, hyper-personalized experiences. In addition, all our customers have also committed to ambitious net-zero carbon emission targets. On top of these current focus areas, technologies like 5G, IoT, generative AI, virtual reality / metaverse, digital twin and others are also gaining attention and are likely to attract investments in the short to medium term. As technology adoption will remain a key driver of business growth and transformation for our clients, we have been relentlessly focussed on our clients' needs and have been investing in building newer capabilities to help them accelerate technology adoption. Your company continues to focus on enhancing the talent base of its associates, building partnerships with key technology providers, expanding the innovation ecosystem and building its own products and platforms. These business and technology trends drove a strong deal flow throughout FY 2023, peaking in the fourth quarter. We closed the year with an order book of $34.1 Bn. This along with the strong pipeline replenishment gives us a good visibility for the medium term. I would like to take this opportunity to thank you for your continued support in this exciting journey ahead. Best Regards, K Krithivasan Chief Executive Officer and Managing Director # The Year Gone by Named to FORTUNE® magazine's list of the World's Most Admired Companies, regarded as a barometer of corporate reputation. Evaluation criteria include innovation, social responsibility, quality of management, global competitiveness, talent management, and quality of products/services. # Q4 After a stellar 22-year career at TCS and a successful stint as Managing Director and CEO from 2017 to 2023, Rajesh Gopinathan decided to step down from his role, and resign from TCS effective September 15, 2023, to pursue other interests. The Board nominated K Krithivasan to step into the role with effect from June 1, 2023. File: AR_TCS_2022_2023.md Ranked the number one IT service provider for customer satisfaction in Europe in an independent survey of over 1,800 CXOs by Whitelane Research. This is the tenth consecutive year that TCS has received the top ranking in this survey. Of the top 23 IT service providers ranked on customer satisfaction, TCS topped the list, scoring 83%, versus the group's average of 75%. Announced an expansion of its long-standing partnership with Phoenix Group, UK's largest long-term savings and retirements provider, to digitally transform the latter's ReAssure business using the TCS BaNCS™ based digital platform, and to administer the insurer's 3 million policies. Consolidating on TCS' platform will help Phoenix Group drive synergies and enhance customer experience. # MOST ADMIRED WORLD'S COMPANIES 2023 Named to the Forbes list of America's Best Large Employers, based on a large, independent survey of US employees. TCS was also recognized as a Global Top Employer for the eighth year in a row, and as Top Employer in North America, Europe, Asia Pacific, and Latin America. Announced a special dividend of ₹67 per share, along with three interim dividends of ₹8 each. This, along with the final dividend of ₹24, amounted to a total dividend of ₹115 per share. The total shareholder payout for the year was ₹42,079 crore. Rated Baa1 by Moody's credit rating agency, reflecting moderate credit risk for entities in the investment grade category."
+"The company's good corporate governance practices, extremely strong balance sheet, large liquidity and net cash position were cited as key credit strengths supporting this rating. Selected as a strategic partner by Bombardier, a global leader in aviation, to drive its organization-wide IT and digital transformation to enhance its agility. TCS will modernize the aviation leader's legacy systems across multiple verticals, deploy and integrate new systems around the S/4 HANA ERP platform and transform the operating model using AI and ML. TCS-sponsored marathons, such as the TCS New York City Marathon, TCS Amsterdam Marathon, TCS Toronto Waterfront Marathon and TCS Lidingöloppet returned to the streets, much to the delight of runners and spectators alike. The company also took on the title sponsorship of the TCS London Marathon. TCS New York City Marathon TCS Amsterdam Marathon TCS Toronto Waterfront Marathon TCS Lidingöloppet The Year Gone by | 12 # The Year Gone by Consumer and agent experience. Launched the TCS Quantum Computing Lab on AWS to help enterprises explore, develop, and test business solutions and accelerate the adoption of quantum computing, considered one of the most promising technologies of the decade. TCS will leverage the virtual research and development environment to design industry-leading solutions, build domain-centric performance benchmarks, and work with clients to co-create new use cases of quantum computing to tackle business challenges that defy the capabilities of conventional technologies. # Awards and Recognitions Tata Group Chairperson and TCS Chairman, N Chandrasekaran, was bestowed with the Eisenhower Global Leadership Award for his contribution to commerce, by the non-profit, Business Council for International Understanding. Hans Vestberg, the Chairman and CEO of Verizon, presented N Chandrasekaran with the award and described him as ""one of the most purpose-driven and influential leaders of our time"". # Partnerships and Collaborations Selected by Sainsbury's, a leading supermarket retailer in UK, as its transformation partner to modernize its infrastructure landscape using TCS Enterprise Cloud™. Additionally, TCS will provide end-to-end managed services for application support, information security, modern workplace services, and network connectivity. The new flexible and scalable digital core will help Sainsbury's provide better value to customers through innovation and lower cost to serve; drive growth with data-led, machine-first core operations; and meet its net zero goals. Selected by AGL, Australia's largest energy provider, as the partner for the Retail Next Program, which lays the foundation for their strategic business transformation into a multi-service retailer. The program aims to create a new unified platform for CRM, product catalogue and process automation. TCS brings together cross-industry expertise like service bundling and retail customer analytics, in addition to deep knowledge of utilities which will help AGL enhance its speed to market, and transform. Chosen by Rail Delivery Group, UK's leading rail industry membership body, for the creation of a Rail Data Marketplace. TCS will leverage the data syndication, monetization and marketplace features of its DeXAM platform on a leading hyperscaler platform to combine fragmented sources of rail data forming one digital service. This will optimize the sharing of data and real-time information to passengers and operational bodies, improve transparency and enable a UK-wide railway innovation ecosystem. Enhanced its award-winning Quartz™ solution to enable central and commercial banks to support the entire lifecycle of Central Bank Digital Currency (CBDC) issuance, book-keeping and transactions. With the enhanced solution, central banks will be able to manage the issuance and distribution of CBDCs while commercial banks can transact with other banks and payment services providers using CBDCs as well as offer their customers the ability to hold CBDC balances. Partnered with BT Group, UK's leading provider of fixed and mobile telecommunications, for its Digital Unit to boost its modernization plans. TCS will manage and ramp down over 70% of Digital's legacy technology estate and boost its capacity to accelerate the build of its new strategic technology architecture, supporting the Group's growth. Won the 2022 Microsoft Supplier of the Year award in the large supplier category. TCS was recognized for consistently delivering new capabilities with automation solutions that help improve accuracy for Microsoft, while also increasing its speed to market. TCS was cited for its expertise across industries that enables Microsoft to better serve customers, showcasing what it means to focus on strategy, impact, agility, and modernization. # Research Partnership Announced a major applied engineering and research partnership with The National Robotarium, the UK's largest and most advanced AI and robotics research center."
+"The partnership will work on innovation, to support early-stage AI and robotics product development, entrepreneurship, job creation and building digital skills in the workforce. Delegates from The National Robotarium and TCS announce a major research partnership. # Partnered with C&S Wholesale Was the only Indian brand in the Top 50 Grocers, Inc., to build a new cloud-based operations platform to reduce the company's carbon footprint and enhance the customer experience. Using AI and machine learning, C&S's new operations platform will monitor traffic patterns and identify optimal distribution routes, thereby reducing food waste and achieving greater fuel efficiency. TCS was also named among the Top 10 fastest growing brands with its brand value growing 61% YoY (as measured by Kantar). Later in the year, the company was ranked the second most valuable IT services brand (brand value up 2% to US$17.2 billion) by Brand Finance. # Q2 Launched the TCS Mobility Cloud Suite, a rich toolbox of cloud-enabled software to help automotive manufacturers and suppliers innovate, adapt, and thrive. It includes ready-to-deploy automotive-specific digital frameworks, custom solutions, accelerators, and use cases that enable automakers and their solution providers to embrace digital technologies and new business models across the entire mobility value chain. Boots, a leading UK health and beauty retailer, announced the launch of the new INNOVATE workspace, powered by TCS Pace™, at its headquarters in Nottingham, UK. INNOVATE aims to nurture a start-up culture within the organization and is designed to be an agile incubator, combining creative space with top talent and emerging technology, to drive innovation. Launched its ESG Integration Solution on AWS to help financial institutions more easily and accurately measure the impact of environmental, social, and governance (ESG) factors in their investment analysis. With a cloud-native ESG data ingestion platform and proprietary ESG scoring model, the solution is integrated with AWS Data Exchange, and enables greater transparency and flexibility in measuring investment portfolios against ESG criteria and benchmarks. Ranked #2 in CRN's 2022 Solution Provider 500 list that ranks the top system integrators, IT services providers and IT consultants by revenue in North America. In the UK, TCS retained its #1 position by revenue across the entire technology ecosystem including hyperscalers, software vendors and IT/ITe service providers in the 2022 TechMarketView UK Software and IT Services Supplier Rankings report. Launched TCS Pace Port™ Pittsburgh, its fourth global research and co-innovation hub after Tokyo, New York and Amsterdam. The latest facility, in the Carnegie Mellon University campus, specializes in innovation in the manufacturing and utilities sectors. Later in the year, TCS launched its fifth Pace Port in Toronto. # Former CFO, V Ramakrishnan Former CFO, V Ramakrishnan (""Ramki"") passed away in July 2022. He served as the CFO of TCS from February 2017 until his retirement in April 2021. He was ranked Best CFO in the All-Asia Executive Team survey by Institutional Investors magazine. He was an accomplished professional known for his tremendous dedication and commitment, with an association of over four decades with TCS and the Tata Group. # Selected by The Kansas Department of Labor Selected by The Kansas Department of Labor to deploy a modern, secure, cloud-based platform for the state's unemployment insurance program, replacing its 70s-era mainframe system. Once deployed, the new system is expected to drastically improve the delivery of services to Kansas residents. The TCS-built platform is currently used by the state labor departments in Connecticut, Maine, Mississippi, Missouri, and Wyoming, and is under implementation at a couple of other states. Named by FinanceAsia in its list of Asia's Best Companies 2022, as the Best Managed Company in India, as well as Most Effective in Creating and Implementing D&I Policies over the past 12 months. The list is based on their annual poll of investors and analysts in the region."
+"# V RAMAKRISHNAN (1957-2022) FORMER CFO, TCS # The Year Gone by 14 # TCS Integrated Business Model # Value Creation using the Five Capitals # Stakeholder Payout, Reserves |Social Capital|Intellectual Capital| |---|---| |Investors, Customers, Employees, Communities|Domain knowledge| | |Contextual knowledge| | |Intellectual Property| FINANCIAL CAPITALSources of funds from business operations, financing or investing activities |Natural Capital|Human Capital| |---|---| |Renewable and Non-renewable Resources|Skills, competencies, capabilities, knowledge and motivation of employees| # OPERATIONS - Talent Development - Talent Engagement - Services & Solutions - Quality Management - Management, Delivery, Products & Platforms - Research & Innovation - Talent Acquisition - Sales, Project Partners - Technology and Co-Innovation Network (COIN) # Customer Goodwill/Brand Value/CSR/Taxes # Contextual Knowledge # VALUE CUSTOMER ENGAGEMENT TCS Integrated Business Model | 15 # Financial Capital TCS' longevity is testimony to the strength of our business model and our ability to reinvent ourselves in an ever-evolving technology landscape to stay relevant to our customers while remaining focused on creating value for all our stakeholders. # Outcomes Best in class profitability and strong balance sheet provide greater ability to invest in newer capabilities and to weather economic downturns, macro uncertainties. Consistently high shareholder returns enhances social capital. |value generated1|Economic| |---|---| |₹225,458 cr|+ 17.6%| |₹127,522 cr| | |₹42,079 cr|+18.6%| |Employee cost|+10.7%| |Shareholder payout including unpaid final dividend|₹43,699 cr| |+22.2%| | |₹2,500 cr|Other cost of operations| |+11.5%| | |₹866 cr| | |R&D and innovation including innovation center development|₹14,604 cr| |+10.3%|Tax expense| 1 GRI 201-1 Financial Capital | 16 # Revenue Trend # CAGR 12.9% | |FY 2019|FY 2020|FY 2021|FY 2022|FY 2023| |---|---|---|---|---|---| |Revenue (₹ crore)|156,949|164,177|191,754|225,458|Operating Profit| |Operating Margin|86.19%|89.27%|103.62%|115.19%| | # Earnings per share # CAGR 11.4% | |FY 2019|FY 2020|FY 2021|FY 2022|FY 2023| |---|---|---|---|---|---| |(Amount in ₹)|13,148|14,055|14,147|16,000|17,563| # OCF and Cash Conversion # Operating Cash Flow (OCF) | |FY 2019|FY 2020|FY 2021|FY 2022|FY 2023| |---|---|---|---|---|---| |(₹ crore)|39,949|38,802|42,481|16,000|19,726| # Cash Usage# |Shareholder Payouts|17,563| |---|---| |Invested Funds|0.2%| |Acquisitions etc|7.6%| |Capex| | |Shareholder Distribution|91.2%| # Shareholder Payouts |Dividend|Special Dividend|Buyback including tax| |---|---|---| | | | | # Shareholder Payout ratio (Including special dividend and buyback, including tax) # # includes proposed final dividend # *Excluding provision towards legal claim # Financial Capital # 17 # Human Capital # Best in Class Talent Management |Workforce|614,795|Globally distributed, highly localized| |---|---|---| |Net Addition|22,600|Recalibrated to falling attrition; highest ever gross addition of lateral hires| |Talent Retention|20.1%|Best in class, despite unprecedented employee churn across the industry; expected to revert to normal range in FY 2024.| # Talent Diversity and Inclusion 43.6% Rising up the ranks |Nationalities|150| |---|---| |% Women improved at mid- and senior levels over last 5 years|41.8%| |88% Millennials| | |~220,000+ Women|35.7% of workforce| |60%+ Increase in senior women executives over last 5 years|29.5%| |794 Women patent holders|30.7%| # TCS Employees by Region, Age and Gender | |Junior|Middle|Senior| |---|---|---|---| |India|12.0% >50 yrs|40-50 7.2%|30-40 yrs 11.7%| |North America|0.9% >50 yrs|21.3% 40-50|20.5% 30-40 yrs| |United Kingdom|16.3% >50 yrs|5.5% 40-50|15.8% 30-40 yrs| |Europe|19.9% >50 yrs|17.2% 40-50|13.3% 30-40 yrs| |Emerging Markets|5.7% >50 yrs|12.2% 40-50|13.2% 30-40 yrs| |APAC|6.5% >50 yrs|6.8% 40-50|20.6% 30-40 yrs| 1 GRI 401-1, GRI 405-1 # Talent Development TCS takes a purpose-centric approach to learning and development that leverages horizontal collaboration and the abundance of internal expertise. Catering to millennial tastes, training is just-in-time, just-for-me and just-enough. |Competencies acquired|Employees deep skilled| |---|---| |6 million|194,000| # Average Learning Hours per employee2 |Level|Average Learning Hours| |---|---| |Senior|41| |Middle|43| |Junior|112| # Gender Distribution |Male|Female| |---|---| | | | # TCS Elevate 407K employees pursued learning linked to career growth. # High Talent Employees 22,000 Employees identified as high talent, with higher pay. # Digital Technologies Training 500,000 employees trained in digital technologies; 7.5 competencies per employee on average. # Contextual Masters 64,000 CMs, +28% YoY, 26% Women. # Cloud Certification 53K certified on hyperscaler cloud technologies in FY 2023; 110K in all. # Mid-level Training 90% participation; 60% certified on market relevant technologies. 2 GRI 404-1 Human Capital | 19 # Intellectual Capital The company channelizes its research and innovation efforts and outcomes towards building better futures through two external facing brands: - TCS Research produces foundational inventions that impact industry and society. - TCS PaceTM brings the best of TCS' intellectual content, innovation assets, capabilities, and practices to clients."
+"# Highlights |40+|260+ Research and Innovation Publications|80+ Academic Partners| |---|---|---| |2,878/7,305 patents granted/ filed (cumulative)|5 Pace Ports|New York | Toronto | Tokyo | Amsterdam | Pittsburgh| |2,700+ start-up partners| | | # Focus Areas of TCS' R&I: - Purposeful AI - Computing Futures - Digital Sciences - Sustainability # Physical Sciences - Meta Materials for Communications - New Materials Formulation - Li-ion Batteries - Catalysis - Effluent Treatment # Behavioural and Business Sciences - Emotional Wellbeing for Enterprise - Consumer Behavior in Retail - Gamified Engagement and Learning - Understanding Personae in Connected Homes # Life Sciences - Generative Design in: - Drug (including vaccines and proteins) design and synthesis - Molecules, Formulations and Manufacturing Processes # Computing / Data Sciences - High Performance Computing and AI - Multicloud deployments - Cyber Cloud- Data Residency, Compliance, Security- Resilience on Cloud - Low Energy Hardware, Low Energy High Performance Computing - Edge Hardware for Compute and Communication - Quantum Communications - Robo Logistics - Learning Aided Adaptive Software - Digital Transformation for Applications - AI in Software Development Lifecycle and Data Analytics - AI for Cybersecurity - Privacy preserving Service Operations, Privacy preserving Biometrics, Trustworthy AI - Remote Sensing Spacetech for Sustainability and Infrastructure - Energy Internet and Carbon Market - Sustainability in Manufacturing, Carbon Capture, NetZero Transition and Renewables Intellectual Capital | 20 # Products and Platforms - 10 new wins and 15 go-lives in FY 2023 - Highlights: - Services more than 35% of the world's banking population - 8 out of top 10 custodian and asset management firms run on TCS BaNCS - More than 100 million transactions run on TCS BaNCS Cloud daily - Records 10 million new trades per day (peak) across 100+ countries - Offers ready market connectivity to 45+ local markets for settlements - Services over 30 million life, annuity and pension policies and 135 million property and casualty policies across the globe - World leading cognitive automation software for IT and business operations - 18,832 ignio trained professionals, 8,664 ignio certified professionals till date - 186+ deals closed, 27 new customers went live in FY 2023 - 450+ new wins in FY 2023 - 62 million candidates assessed - 70+ new learning programs launched - 16 patents filed in FY 2023; 23 granted - Over 1,900 corporates now use TCS NQT for fresher hiring - Comprehensive suite for digital transformation of drug development and clinical trials - 700+ clinical trials supported by TCS ADD Platforms till date. - 2 new wins and 4 go-lives in FY 2023 - Plug and play SaaS based business platform to digitally transform business, network and revenue management domains of subscription-based businesses - 5 new wins and 6 go-lives in FY 2023 - AI and ML powered merchandise optimization platform that enables retailers to optimize their space, mix and price in an integrated manner - 2 new wins and 4 go-lives in FY 2023 - AI powered enterprise digital twin covering customer, product and process to help business leaders simulate and optimize enterprise decisions, predict and proactively manage outcomes - Helps businesses achieve: - Upto 10-15% increase in revenue - Reduced revenue leakage - Upto 2X faster time to market - Upto 15% reduction in cycle time - Enhanced customer experience - Minimized waste - 10 new wins and 7 go-lives in FY 2023 - AI powered unified commerce platform to orchestrate unified omnichannel customer journeys and help businesses roll out new services and apps quickly without worrying about channel constraints. It can serve diverse lines of business - general merchandise, discount, specialty, fashion, restaurant, post office, telecom, and travel and hospitality industries - 8 go-lives in FY 2023 - MasterCraft - Digital platform to optimally automate and manage IT processes."
+"FY 2023 highlights: - Processed 325 billion records for data privacy and 15 billion records for data quality - Automated generation of 60+ million lines of Java and JavaScript code, with over 50% productivity gains - Analyzed 600 million lines of legacy code, delivering a productivity improvement of 20-30% - 111 new wins in FY 2023 - SaaS-based, scalable Agile DevOps platform to accelerate software development and delivery and integrate DevOps tools - 23 new wins and 6 go-lives in FY 2023 - Intelligent smart contract development toolkits, Integration solutions and 'Designed for DLT' business solutions that provides foundational technology, tools and business components for creating distributed ledger solutions across varied industries - 5 new wins and 6 go-lives in FY 2023 Intellectual Capital | 21 # Social Capital # Investors TCS' business model and strategy have resulted in deep and enduring customer relationships, a vibrant and engaged workforce, a steady expansion of its addressable market, a strong reputation as a responsible corporate citizen and a proven track record in delivering longer term stakeholder value. All of this has significantly enhanced the company's brand value, which is a quantifiable measure of its social capital with stakeholders. # Customers Customer-centricity is at the core of TCS' business strategy. It seeks to deliver superior outcomes, and build strong, enduring capabilities, and launching new services and solutions with which to add value in newer parts of the client's business, TCS continually expands and deepens its client relationships. # Large Client Metrics | |Rev per US$ 1 Million+ Client ($ Mn)| |---|---| |FY 2019|269| |FY 2023|291| |FY 2019|215| |FY 2023|133| |FY 2023|99| |FY 2023|60| # Analyst Relations TCS has a robust engagement program with research firms and industry analysts. Briefing industry analysts and participating in competitive assessments ensures visibility with prospective clients who use such reports to evaluate vendors. # Outcomes Expanding participation across broad range of stakeholders across the enterprise including business heads, CMOs, CROs, COOs, CFOs and even CEOs. Continual expansion of customer relationships in terms of services consumed. # Branding The strength of its customer relationships, reputation as a good employer, and the goodwill it enjoys with investors, local communities, academia and other stakeholders have helped build up the TCS brand. The brand has been strengthened by its tagline 'Building on Belief', marketing campaigns and sponsored events. TCS is among the Top 2 brands in IT services by brand value according to Brand Finance. # TCS Brand Valuation |FY|2019|2020|2021|2022|2023| |---|---|---|---|---|---| |Brand Valuation ($ billion)| | | | | | # Community |Education|Literacy|Entrepreneurship|Youth employment|Health & Wellness|Business with purpose| |---|---|---|---|---|---| |Ignite My Future|Literacy as a Service|BridgeIT|31K Marginalized Youth trained|Tata Medical Center, Kolkata and Cancer Institute, Chennai|Engaged over 433 customers, creating 186 purpose partnerships| |Global Impact|Global Impact|347 active entrepreneurs in FY 2023|Over 117,600 new patient consultations| | | |Over 293K students|Over 1.1 Mn learners|Over 41K students| | | | Our CSR programs on Education, Employment and Entrepreneurship ensured the inclusion of marginalized talent through social transformation. |Enhancement in income|Higher earnings for women|Students who completed|LaaS Program participants| |---|---|---|---| |2.3x|2.5x|88%|81%| BridgeIT participants compared to other self-employed in rural India demonstrated understanding of how technology can be used to improve their community. ₹866 crore CSR Spend 4.5 million beneficiaries 150K+ volunteers 2.8 million hours 7 major partnerships for program implementation at scale 1 GRI 413-1 Social Capital | 23 # Natural Capital TCS combines its strong sense of purpose with digital expertise and innovation to drive not only its own sustainability journey, but also that of its customers. The company's environmental stewardship rests on four pillars: carbon footprint mitigation, water conservation and recycling, waste reduction and recycling, and preserving biodiversity. # Energy Management and GHG Emissions Reduction1 |Target|70% reduction of Scope 1 + 2 emissions by 2025 (vs base year 2016) and Net Zero by 2030| |---|---| |Initiatives|- 85% of emissions across Scope 1 and Scope 2 due to purchased electricity for office blocks. - Prioritized energy optimization and greater use of renewable energy. - Use of Clever Energy to optimize energy consumption."
+"| |FY| |2016|2023|2016|2023|2016|2023|2016|2023| |---|---|---|---|---|---|---|---|---|---| |Total Energy Consumed (in GWh)|592|418|Renewable Energy Consumed (in GWh)|55.2|Total Scope 1 + 2 emissions in '000 tCO2e|366|Value chain emissions in '000 tCO2e|1.66|1.65| # Achievements Renewable electricity as % of total electricity consumed: 37.2% (112 GWh in FY2022) Energy efficiency initiatives at TCS data centers in Mumbai and Chennai: 10.2 MWp Rooftop solar capacity across campuses % Total office space (for India) as per IGBC standards: 64.4% in 2016, 64.6% in 2023 1 TCFD Metrics and Targets A, B and C # Water Conservation Target: 3% YoY reduction in freshwater consumption across owned campuses Initiatives include conservation, sewage treatment and reuse, rainwater harvesting (RWH) and employee awareness. All new campuses have been designed for 50% higher water efficiency, 100% treatment and recycling of sewage, and rainwater harvesting. # Waste Reduction & Reuse Target: Reduction in waste generation, maximizing recycling/ reuse to divert waste sent to landfill |100%|Recycling of regulated wastes, e-waste, printer cartridges, paper, packaging and plastics| |---|---| |88.4%|Food wastes recycled in biodigesters and organic waste converters on campuses| # Biodiversity Conservation and enhancement initiatives within TCS campuses. TCS believes in preserving and enriching the biodiversity within its campuses. Various initiatives have helped support: - 593 species of flora - 187 species of fauna - 39,000 well grown trees. # Water Consumption Liters of fresh water: 2.29 Bn consumed in FY 2023 Water from RWH; 90% from third party sources; 7.6% from ground water Water recycled: 88% (TCS owned campuses) Increased water consumption YoY at 36% owned campuses due to 5 times increase in headcount Natural Capital | 25 # Helping Versuni become a Digital-First, Innovation-Led Standalone Entity Growth and transformation are often constrained by the challenge of integrating with the legacy operations stack, and the complexity that entails. So when health-tech giant Royal Philips sold Philips Domestic Appliances in 2021 to Hillhouse, a private equity firm, the standalone company, rebranded as Versuni, saw the separation as a once-in-a-lifetime opportunity to wipe the slate clean and transform into a digitally lean, agile, and innovation-led organization. Versuni partnered with TCS in its transformation journey from strategy through execution, with a vision to embed insights and agility into core processes, enabling shorter time to value and quicker responses to market changes through a new cloud-first application landscape. The program entailed decoupling the company from the parent's systems, while simultaneously transforming it across all business domains, within an ambitious 2-year timeframe. File: AR_TCS_2022_2023.md The business transformation, enabled by SAP as the digital core, establishes best practices-based processes from the consumer products industry and simplified ways of working to drive speed, agility and insights-led decision-making. TCS enabled Versuni's strategies for driving revenue growth opportunities and innovative product launches. The new processes support Versuni's journey to develop products made with more sustainable materials, that are easier to repair, refurbish, recycle, and help to reduce waste. Enhancements were made to deliver superior business outcomes across every function. Integrating supply chain planning with factory scheduling will enable higher warehouse productivity and more timely shipments. AI-powered insights in finance will help improve cash flow, free up cash and drive efficiencies in back-office functions. The new people processes will provide a better employee experience and enable a more responsive HR function. Partnering with TCS helped Versuni deploy a new digital foundation and operate as an independent entity. The new fit-for-purpose stack enables Versuni to more effectively respond to the fast-changing demands of the consumer products market, and pursue its vision of turning houses into homes, and building lifetime engagement with consumers. I am really happy to have partnered with TCS in this journey. TCS has been an invaluable partner in our process and digital transformation journey with SAP as the main enabling technology suite. The hard work and dedication demonstrated by each member of the TCS team has not gone unnoticed. The leadership advisory services and commitment combined with the team's domain and technology expertise is helping us get to our goals as an insights-led digital company. Corine Adams CIO, Versuni TCS' exceptional leadership, expertise, and flexibility combined with their passion and thorough understanding of our mission to become insights-led, makes them an outstanding partner. The TCS leadership team has been with us every step of the way. This transformation will help us continue to innovate and to stay true to our mission to turn houses into homes. Henk S."
+"de Jong CEO, Versuni Customer Stories | 26 # Enabling Eversource Energy's Transition to a Green Energy Future Energy utilities are leading the world's energy transition, investing in renewable energy sources as part of their journey to carbon neutrality. Leaders in the sector are using technology innovatively to draw environmentally conscious consumers looking for greener choices, and grow their new clean energy businesses. Eversource Energy is a Fortune 500 energy company that operates New England's largest energy delivery system, with 4.4 million customers across Connecticut (CT), Massachusetts (MA) and New Hampshire. It is focused on making its operations carbon neutral by 2030, and bringing more clean and affordable energy to New England. # Making green energy affordable Making green energy affordable is central to our business strategy. Its technology enablement was a fairly complex program with multiple sub-programs running concurrently. TCS did an outstanding job in collaborating well with multiple stakeholders and managing risks very well. The TCS team's contextual knowledge of the Eversource business and technology landscape resulted in a high quality solution that helped meet the regulatory mandate as well as Eversource's clean energy and energy affordability goals. David Coco Director, IT Business Solutions Eversource Energy # Partnership with TCS Eversource partnered with TCS to build a solution that would help them on-board distributed solar power capacity within its grid by purchasing power from residential, industrial and commercial customers who install solar panels and storage on their properties, and enabling them to avail of incentives offered by their respective states, as part of state-level Net Zero programs. The TCS-built solution includes onboarding of new solar customers, a customer application that helps keep track of the units generated, and a pricing engine that uses a declining block pricing mechanism to incentivize early enrolment as a producer. It also includes a billing system that processes recovery charges, solar credits and incentive payments, and enables flexible payment options as well as hardship relief options to improve affordability and increase adoption of energy efficiency programs. To facilitate quick roll outs across states, TCS architected a reusable framework that would simplify adoption of each state's incentive program into Eversource's core platform, enabling the utility to pursue a very aggressive implementation schedule for each state. Using this solution, Eversource has been able to leverage state incentives to make green energy affordable and rapidly benefit nearly 430,000 customers in CT and MA so far, while driving growth of its clean energy business. At the same time, it is projected to produce over 9,700 MWh of solar power, accelerating not only its own journey to carbon neutrality but also that of the states it services. Customer Stories | 27 # Innovate, Adapt, Thrive: # A Fireside Chat K Ananth Krishnan CTO Harrick Vin CTO Designate # How does TCS help clients innovate, adapt and thrive? KAK: With all the geo-political tension and economic uncertainty in today's world, companies need to respond quickly to events on the ground and cope with surprises, while staying focused on fulfilling customer needs and wants, with innovative products and services. TCS helps them on both these fronts. We help build a future-ready, digital core that enables quick, insights-driven decision making. We transform IT and business operating models using technology, making them more efficient, agile and responsive, freeing up resources to support innovation. Partnering with us enables our clients to try out a larger number of innovative ideas quickly, and launch new products, services and business models to drive growth and transformation. Innovate, Adapt, Thrive refers to how our scale, full services capability and innovation offerings enable our clients to respond to short-term challenges while accelerating their pursuit of longer-term aspirations. # Innovation is about having a lightbulb moment. How do you scale that? HV: People often relate innovations to serendipitous discoveries. We help clients structure and scale the innovation process using the TCS Agile Innovation Cloud (AIC). This framework brings together the best of TCS' talent, research and innovation inputs, global capabilities and ecosystem partnerships to scale up and speed up 'Ideas to Outcomes'. For an insurance major, we worked with the client's teams and collated actionable innovation ideas through a series of brainstorming workshops using the Clay Map. Leveraging our AIC, we rapidly built POCs every quarter, some of which got turned into MVPs and rolled out across the enterprise. In just eight months, dozens of innovation ideas were identified, and 24 progressed to become MVPs."
+"One reason for this high yield is that our teams leverage their contextual knowledge, learned over years spent immersed in the client's IT and business landscape, to come up with ideas deeply rooted in that organization's reality and therefore more likely to succeed. # Generative AI is the talk of the season. What is the business opportunity around it? KAK: We see interest in exploring use cases right across the enterprise. The most obvious areas are conversational systems, content creation and digital marketing, and activities which require processing of large amounts of unstructured data, text, images and higher-level abstraction. Legal and procurement teams can use it to trawl through contracts to identify specific clauses, or prepare a summary of variations of a particular clause. HR could use it for handling employee queries. Sales and customer service want smart assistants that can explain product features and answer questions. In IT, generative AI can create basic code snippets or quality check developed code for adherence to standards. These are just the initial ideas based on the standalone capabilities of generative AI. Over time, you will see newer use cases that are more combinatorial, driving greater spending by enterprises and expanding the opportunity significantly. # If generative AI takes over coding, won't the IT services industry become redundant? KAK: Software that writes software has been around for a long time. In fact, this is the 50th anniversary of TCS' very first offshore development project, delivered using an in-house code generator. In the 80s, our TRDDC was famous for its tools foundry, which could generate custom code translators on demand, converting source code from any programming language to any other language. TCS MasterCraft™ is today used by hundreds of our clients for developing, transforming and maintaining model-based applications. In fact, our award-winning product suite, TCS BaNCS™, is written and maintained using MasterCraft. Even though there is effort involved in defining the model up-front, clients see significant productivity benefits. The new low code, no code platforms have done away even with those overheads. Their graphical drag and drop user interface empowers people with no coding knowledge to build sophisticated applications very quickly. And yet, none of this has led to any demand compression. It has only led to more growth. We believe generative AI will be no different. Like prior breakthrough technologies, it will sharply bring down the effort per function point, driving up programmer productivity immensely. This will result in greater consumption, with volume growth more than making up for the effort deflation. # What is the evidence for this thesis? HV: The evidence is empirical. Every new generation of technology has led to reduction in programming effort per function point. But while that has steadily fallen, aggregate spending on IT services has only risen year after year, over decades. Take for example, the switch from assembly language to C. Its compilers came with large, extensible libraries of reusable pre-defined procedures. A developer could invoke a procedure with one line of code in C and embed its entire logic in the code base, without actually coding all of it from scratch. Three lines of C accomplished what took 30 lines in assembly language. The 10x effort deflation didn't result in mass layoffs of programmers. Instead, there was an explosion in software development because the same IT team could now build ten times as many function points. Similarly, enterprises adopted offshore outsourcing, it led to a big cost deflation, but nobody's IT budgets deflated. Instead, those savings went into building new systems and volumes rose to fill budgets and spending on IT services has only expanded. Likewise with low-code, no-code platforms. Why is that so? Farm mechanization caused effort deflation and rendered the agricultural workforce redundant in the West. KAK: With most goods and services, when the price falls, any increase in volume is limited by how much of that good or service the market can consume in a defined period. When farm mechanization reduced the cost of tilling, the increased demand for men in tractors was not large enough to compensate for the effort deflation because there was only so much land available to till. Demand for IT services behaves differently. In every enterprise, there is significant unmet demand. Every CIO has limited capacity for new system development, resulting in a requirement backlog that never gets fulfilled. Technologies like generative AI or low code-no code can help a CIO expand capacity and accomplish much more with the same budget."
+"But even then, the backlog never goes away because there is no limit on business users' ingenuity or competitive drive. Demand just rises to fill the incremental capacity created by new technologies. HV: The emergence of new technologies triggers more ideas, experimentation and more demand for our services. To that extent, business application of generative AI, along with other technologies, will itself drive the incremental demand that fills up the capacity it frees up through higher productivity. Indian IT companies are seen as fast followers on new technologies. Will that change with generative AI? KAK: We have been leaders for a while, but perceptions can be too rooted in historic stereotypes to recognize the change. Back in 2008, when the term SaaS was still new, we had built a subscription-based, single instance, multi-tenant core banking platform using TCS BaNCS for small banks in India. A similar model is powering start-up banks in Israel today. The insurance platform launched in 2009, with shared services bundled in, went on to make us the market leader in life and pensions administration in the UK. Historically, gaining leadership in IT services on any new technology required just training sufficient numbers of people in that technology, ahead of market demand. In the last decade, we not only did that at scale on the entire class of digital technologies, but also invested in higher order capabilities so we could advise our clients on how best to harness the combinatorial power of new technologies in their specific business context. We scaled up our Research and Innovation, exploring use cases across different industries, creating solutions and showcasing them at our innovation centers. We expanded COIN, created new innovation frameworks and set up Pace Ports, our co-innovation hubs, across the world. Today, we not only have a large number of patents, but also the largest portfolio of products and platforms in our peer set, helping win large transformational engagements that uniquely distinguish us. We are helping clients explore and develop end-to-end scenarios in combining technologies like quantum computing, generative AI, 5G and the emerging 6G, and new concepts in cyber security. Here in India, we have stitched together a fully indigenous network stack for 4G and 5G, a unique achievement that differentiates us from our global peers. Elsewhere, we are pursuing 5G-enabled opportunities in operational technologies such as autonomous machines and remote operations. We are looking at emerging cross-industry ecosystem business models in sustainability and energy transition, which will be the big drivers of growth in the coming years. HV: On the cloud, the biggest technology trend in recent years, we were one of the earliest to set up dedicated business units for each of the three leading hyperscaler clouds. Our early investments in building deep expertise and a large portfolio of innovative cloud-native solutions helped us capture tremendous growth and gain share. We are today one of the largest partners - in some cases, the largest partner - to each of those providers, in terms of number of employees with certifications, volumes of workloads migrated to the cloud and in number of solutions and intellectual property on their platforms. We are the launch partner for their latest offerings, whether it is AWS' Mainframe Modernization, Finspace, and IoT Fleetwise offerings, or Azure's Sustainability, Supply Chain Platform, and Financial Services and Retail Industry Cloud, and now for Google Cloud's Generative AI solutions. If all this isn't leadership, what is? # Revolutionizing Small Value Payments in South Africa BankservAfrica, Africa's leading automated clearing house, has been facilitating payments in South Africa and the region, for over five decades through its seamless interbank clearing and settlement services. It has a track record of pioneering innovations like the SASWITCH, a national network of interoperable ATMs, in the mid-80s. When the South African Reserve Bank unveiled its Vision 2025 strategy to reform the South African national payment system framework, BankservAfrica took the lead along with its ecosystem partners, and engaged TCS to build a new platform for rapid payments that would usher in the era of modern, cost-effective, instant digital payments on the continent. TCS designed a high availability, containerized, cloud optimized solution with TCS BaNCS for Market Infrastructure at its core, using high performance microservices for clearing and payment. Hosted on a public cloud, the solution is very resilient and can auto-scale. On the front-end, users can make a payment, or a request for payment, through a payment service called PayShap, formally launched in March 2023."
+"Very conveniently, users don't need to enter the recipient's bank account or branch code details to make payments. Instead, they can use a unique identifier such as the recipient's mobile number, or a bank-generated identification number, which serves as a proxy for the full banking details. This proxy and resolution is enabled through a tamper-proof blockchain-based solution powered by TCS' Quartz Smart Solution. By democratizing access to a frictionless system for low value payments, TCS' innovative solution for BankservAfrica has the potential to reduce the use of cash for small transactions and accelerate formalization of the unorganized sector. It will drive new fee-based revenues for banks, and also offer customer insights with which they can offer credit to more consumers. This will not only improve financial inclusion, but also add to South Africa's GDP growth - a fitting outcome for two very purpose-driven organizations that came together to build this platform of national importance. BankservAfrica views cost-effective digital payments as a pathway to improving credit access and financial inclusion in South Africa. After an extensive evaluation, we selected TCS for their deep understanding of the payments ecosystem, global experience, technological expertise, intellectual property and shared values. The outcome has been very gratifying. By changing consumer behaviors, PayShap has the potential to reshape sectors and transform the South African economy. Roshan Moonsamy Interim CEO and CFO BankservAfrica Customer Stories | 30 # Supporting Takenaka Corporation Realize its Vision of a Sustainable Society Founded by a master builder (toryo) more than 400 years ago, Takenaka Corporation has specialized in building construction with an integrated design-build approach that includes initial planning and aftercare services like maintenance. It has redefined urban landscapes in Japan and around the world, with famous landmarks like Tokyo Tower and Changi International Airport. At the core of its longstanding business success is its passion for innovation rooted in its toryo spirit, quality management, and its commitment to realizing a sustainable society. We selected TCS for supporting our digital transformation not only because of its accumulated global knowledge and technological capabilities, but also because throughout the long histories of both companies, there is a common bond in our corporate cultures of valuing stakeholders, including society and customers as well as employees. Building 4.0 will turn the dreams of our stakeholders into reality, and we would like to develop it as a foundation to connect with a sustainable society of the future. Keizo Iwashita General Manager of Digital Division & Executive Officer Takenaka Corporation # Takenaka's Vision for 2030 Aims to realize a fourth industrial revolution in the building industry by embracing digital transformation across the construction value chain. It is addressing key problems facing the industry in Japan, such as labor shortage, by using digital technologies to increase employee productivity and improve the work-life balance of employees. Its innovation initiatives include AI-based design and construction planning, next-generation work sites with construction robots and remotely operated cranes, and environmentally conscious smart buildings with intelligent controls using IoT. The foundation for this innovation is the Building 4.0TM digital platform, which is being developed and operated in partnership with TCS. Building 4.0TM will integrate data from sales, design, estimation, engineering, construction management, facilities management services, human resources and accounting. This will enable superior decision-making across a wide range of operations through advanced analysis using machine learning and AI. In building design, for example, structural engineers can use AI-based cross-section estimations to more efficiently implement optimal structural designs. In construction, it can enable better construction planning using accurate forecasts of materials and personnel required to achieve target schedules, improve visibility of project progress, and enhance labor productivity. TCS is supporting Takenaka in promoting innovation, building construction digital twins, simulating human behavior, utilizing knowledge of the construction field, and exploring ""what-if"" scenarios. The knowledge gained from these efforts will help Takenaka develop comprehensive and sustainable solutions through better designs, understand project risks, and improve KPIs for quality, cost, schedule, safety, and the environment. Through Building 4.0TM, Takenaka will continue to create new value for society and customers while improving business efficiency. It will also contribute to the realization of a sustainable society enabling new architecture and urban creation services that is in harmony with the environment and local communities. Customer Stories | 31 # Q&A with Samir Seksaria CFO Milind Lakkad CHRO You stood out in the industry with virtually zero attrition at senior levels. Now you had CEO-level attrition for the first time in your history."
+"What does this say about your retention of senior talent? ML: One swallow does not a summer make. This unprecedented event at TCS is just a reminder that CEOs are human too, and might want to pursue their dreams and aspirations just like anybody else. As for our track record in retaining senior leadership talent, it remains industry-leading. I am proud to say that almost the entire team of 25 business heads we had created in 2008 is still in TCS. We have over 125,000 TCSers today with an average tenure of over 10 years in TCS. This cohort represents the true strength of TCS. They are the custodians of our culture, values and institutional memory, and have been central to our ability to weather the unprecedented attrition and influx of fresh talent without letting it affect the high quality of project outcomes that our clients have come to expect from TCS. We not only retained our leadership talent better, but also expanded the leadership pool six-fold in the last five years by incubating a next generation of leaders running sub-ISUs, with P&L responsibilities. The breadth and depth of our leadership bench today makes our succession planning an industry benchmark, with multiple equally-qualified successors for any leadership position, starting from the CEO down, as you recently witnessed. Is normalizing attrition a margin tailwind for FY 2024? What is your margin outlook for the year? SS: Normalizing attrition is definitely a relief, but I wouldn't call it a tailwind. We incurred a 1.4% margin headwind in FY 2023 from backfilling and retention expenses. If we onboarded a lateral hire at a 20% premium during the year, that increase in employee cost is a recurring one. But yes, hopefully we won't have any new headwind due to attrition in FY 2024. Also, with the supply-side challenges easing, incremental cost of hiring laterals should be lower, and it also gives us an opportunity to bring down subcontractor expense. That is one important margin lever for FY 2024. Utilization improvement, flatter employee pyramid and hopefully, currency support, are the other levers. On the other hand, we will have our usual wage increase in Q1 and we should see further increases in travel expenses during the year. You won many large outsourcing deals in FY 2023, and your highest ever number of large deals in Q4. Won't this hurt margins in FY 2024? SS: It is not true that large outsourcing deals are necessarily margin dilutive. A few high profile mega-deals in the industry whose low quality revenues impacted margins have resulted in that perception. In the last five years, TCS has won several mega deals with TCV over $500 million, and every year we win dozens of large deals, with TCV over $50 million. And yet, during this period, our EBIT margin has remained in a tight band between 24 and 26 percent. Profitability of large deals depends on how you construct them. A client might push for a certain amount of absolute cost reduction at the time of contract renewal. The service provider can either drop prices and sacrifice margins to deliver those # Q&A savings, or propose a completely different operating model that uses lesser effort, protects or even expands margins, and achieves the client's objectives. TCS has differentiated itself in this space with the latter approach. Its win-win propositions reimagine the customer's operating model, leveraging AI and machine learning to reduce human intervention while improving process velocity and operational resilience. Customers have really taken to this idea. In FY 2023, we signed 29 large operating model transformation deals, covering business as well as IT operations, compared to 18 in the prior year. # Attrition among women is higher than for men. Why? How are you addressing this? ML: Historically, women's attrition at TCS has been similar or lower than men's attrition, so this is unusual. There might be other reasons but intuitively, I would think working from home during the pandemic reset the domestic arrangements for some women, keeping them from returning to office even after everything normalized. File: AR_TCS_2022_2023.md The higher attrition among women in FY 2023 is a setback to our efforts to promote gender diversity but we are doubling down on it. Focused leadership development programs like iExcel are driving tremendous change. Of all the leadership positions fulfilled with internal candidates in FY 2023, women made up 23% of the selected candidates, even though they account for only 14% of the applicant pool."
+"This speaks well of the quality of the women candidates in our leadership pool as well as the supportive attitudes of our business leaders in promoting diversity. Likewise, in our external hiring, women make up 38.1% of our net hires this year, versus 35.7% in our workforce. # Why is Return to Office so important to TCS? Why not let employees continue to work from home? ML: Work from home is definitely more convenient for everybody, but there were drawbacks. Tenured employees who are well networked within the organization can work effectively and even collaborate virtually using the social capital built up over the years. That isn't the case with more junior employees. Workplace essentials like collaboration, mentorship and team-building suffered a lot in these two years. Then there is the matter of organizational culture. Over half our workforce today was hired after March 2020. New employees get acculturated through physical interactions with senior colleagues and leaders, by observing and following their behaviors and ways of thinking. Without those interactions, employee engagement as well as acculturation got badly impacted. All these factors led us to gradually bring back people to our offices during the year. # With laterals brought in at higher salaries, how do you manage the wage gaps between individuals of similar profile doing similar work? ML: Yes, this is another unusual, industry-wide problem. The pay disparities will eventually go away for two reasons. One, we are running a program called Elevate that empowers employees to take control of their careers and pursue their aspirations by achieving certain learning goals. Meeting those goals can result in significant pay increases, perhaps even a doubling of salary. Second, there will be a natural time-correction through performance-linked wage increases, promotions and voluntary attrition. # Will sticky onsite inflation be a structural headwind for your margins? SS: In the short term, higher onsite wage inflation is a headwind because our legacy contracts have much lower cost of living adjustments written in. But in the medium and longer term, this will get adjusted. Wage inflation affects everybody in the market including the clients themselves. Newer contracts reflect the changed cost structure for onsite effort. Also, contractual terms now peg annual cost of living increases to prevailing inflation rates. That should help mitigate inflation risks in longer term contracts. # Without the inflation differential, the Rupee may show greater strength than in the past. How will your margins sustain then? SS: Inflation differential is not the only driver of currency depreciation. Rupee is also affected by India's trade deficit, interest rate differentials and capital movements. But for argument's sake, let us assume that we may not have the benefit of currency depreciation in the future. Now remember, the currency depreciation basically helps us offset wage inflation in India which historically, we never passed on to clients. In the changed circumstances, this too will get baked into new contracts the same way onsite wage inflation has been. So in the longer term, we should be able to sustain our current margins. # Finally, a question on generative AI. Will the productivity gains delink revenue growth from headcount addition in the future? Can we expect a higher margin as a consequence? ML: In my view, the productivity benefits will get baked into clients' expectations around project velocity and throughput. For a given project team size, clients will expect much higher output at a much faster pace, compared to today. On aggregate, as the unit price of a function point falls, we expect volumes to increase. With ever-increasing dependence on technology for competitive differentiation, we expect enterprise spending to keep growing, for which we will have to keep hiring new talent. So the linearity between revenue and headcount is not going away any time soon. SS: Margins are a measure of relative competitiveness. Based just on the productivity improvements in code generation using generative AI, it is difficult to see how a technology which is freely available to everyone - service providers as well as clients' IT teams - can change relative competitiveness and by extension, margins. Margin improvement is possible from selling higher-priced growth and transformation solutions which use generative AI. Likewise, new software products or platforms which use generative AI to deliver superior business outcomes. # Innovating to Improve Crop Yields and Farmer Incomes With climate change, agriculture is increasingly vulnerable to extreme weather events, inconsistent rainfall, as well as increased pest and disease outbreaks. This affects crop yields, farmer incomes and food security."
+"To help address these challenges, TCS built a digital platform to empower the Indian farmer and improve the resilience of the nation's farming sector. The TCS Digital Platform for Next Generation Agriculture (DNA) is a state-of-the-art, cloud-based decision intelligence and crop monitoring system that provides customized, site-specific predictive advisory services to farmers and other players in the food value chain. TCS DNA uses an innovative Sky-Earth convergence, intelligently fusing remote-sensing data from earth observation satellites and drones with data from proximal sensors and handheld devices on the field. This gives scale and reduces cost significantly without sacrificing accuracy. Proprietary AI/ML algorithms are utilized to analyze the data and provide reliable information and predictive intelligence on weather, soil condition, crop health, and pest forecasts. Farmers can use these insights to make quicker and more informed decisions, optimize production costs and improve their yield. Rallis India Ltd, a leading agri-input company, partnered with TCS for the first field deployment of the new platform, to improve the productivity of its hybrid seed production farms, as well as for internal business planning. Branded Drishti (""Vision""), the platform is used to monitor approximately 130 million hectares of agricultural land across India, for various aspects such as crop productivity, soil moisture, early alerts for pest outbreak, as well as seasonal weather anomalies and extreme weather events. The platform has helped Rallis increase the field scouting efficiency of its hybrid seed production team, and improved yield by 1 to 2%. TCS DNA is also helping Amalgamation Plantations, the second largest producer of tea in India, improve the quality and sustainability of tea leaves procured from small tea growers. It is being used to remotely monitor various aspects of small plantations using satellite imagery, predict pest and disease and improve quality. This is expected to help small tea growers improve their income by 15% and reduce rejections by 20%. Our partnership with TCS is helping us alleviate the issues of farmers and agriculture. The Drishti platform identifies problem areas and offers actionable insights to farmers in India, leading to effective crop management by reducing the risks and minimizing the loss in yield. Sanjiv Lal MD & CEO Rallis India Customer Stories | 34 # Notice Notice is hereby given that the twenty-eighth Annual General Meeting of Tata Consultancy Services Limited will be held on Thursday, June 29, 2023, at 3:30 p.m. (IST) through Video Conferencing (""VC"")/Other Audio Visual Means (""OAVM"") to transact the following business: # Ordinary Business 1. To receive, consider and adopt 1. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends (including a special dividend) on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2022-23. 3. To appoint a director in place of Aarthi Subramanian (DIN 07121802), who retires by rotation and, being eligible, offers herself for re-appointment."
+"# Special Business Appointment of K Krithivasan as Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that K Krithivasan (DIN 10106739), who was appointed by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company with effect from June 1, 2023 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) and any other applicable provisions, if any, of the Companies Act, 2013 (""Act"") (including any modification and re-enactment thereof), and Article 73 of the Article of Association of the Company, and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, not liable to retire by rotation."" Appointment of K Krithivasan as Chief Executive Officer and Managing Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (""Act"") (including any modification and re-enactment thereof) read with Schedule V of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the consent of the Company be and is hereby accorded for appointment and terms of remuneration of K Krithivasan (DIN 10106739), as the Chief Executive Officer and Managing Director of the Company for a period of five years with effect from June 1, 2023, as recommended by Nomination and Remuneration Committee and approved by the Board of Directors, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment), with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and K Krithivasan."" ""RESOLVED FURTHER that the Board of Directors of the Company (which term shall be deemed to herein after include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution."" Integrated Annual Report 2022-23 Notice | 35 # 6. To approve existing as well as new material related party transactions with 1. Tata Sons Private Limited and/or its subsidiaries, (other than Tejas Networks Limited and/or its subsidiaries) 2. Joint Ventures, Associate Companies of Tata Sons Private Limited and their subsidiaries and Joint Ventures & Associate Companies of subsidiaries of Tata Sons Private Limited (excluding Tata Motors Limited, Jaguar Land Rover Limited and/or their subsidiaries) 3. Tejas Networks Limited and/or its subsidiaries 4. Tata Motors Limited, Jaguar Land Rover Limited and/or their subsidiaries 5."
+"Subsidiaries of the Company (other than wholly owned subsidiaries) To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the applicable provisions of the Companies Act, 2013 (""Act"") read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company's Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter/continue to enter into Material Related Party Transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with entities falling within the definition of 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, for each of the financial years (""FY"") in the course of (a) availing and rendering of IT services/ITeS/consulting service(s); (b) reimbursement of expenses including towards availing/providing for sharing/usage of each other's resources viz. employees, office space, infrastructure including IT assets, taxes and related owned/ third-party services; (c) purchase/sale/exchange/transfer/lease of business asset(s) and/or equipment to meet its business objectives/requirements; (d) transfer of any resources, services or obligations to meet its business objectives/requirements (""Related Party Transactions"") on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related parties and the Company, such that the maximum value of the Related Party Transactions with such parties, in aggregate, does not exceed value as specified under each category, in the explanatory statement, provided that the said Transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) shall be carried out at in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis."" ""RESOLVED FURTHER that the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."" ""RESOLVED FURTHER that all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."" # Notes 1. The Ministry of Corporate Affairs (""MCA"") has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to ""Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID-19"", General Circular Nos. 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 10/2022 dated December 28, 2022 in relation to ""Clarification on holding of annual general meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)"", (collectively referred to as ""MCA Circulars"") permitted the holding of the Annual General Meeting (""AGM"") through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC /OAVM. The registered office of the Company shall be deemed to be the venue for the AGM. 2."
+"The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") setting out material facts concerning the business under Item Nos. 4 to 6 of the Notice, is annexed hereto. Further, the relevant details with respect to Item Nos. 3 and 4 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/re-appointment at this AGM are also annexed. # 3. In accordance with the aforesaid MCA Circulars and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 issued by Securities Exchange Board of India (collectively referred to as ""SEBI Circulars""), the Notice of the AGM along with the Integrated Annual Report for FY 2022-23 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, you may register on or before 5:00 p.m. (IST) on Thursday, June 22, 2023 to receive this Notice of the AGM and the Integrated Annual Report for FY 2022-23 by completing the process for registration of e-mail address as under: 1. Click on the URL: https://on.tcs.com/EmailRegn. 2. Select the Name of the Company from dropdown: Tata Consultancy Services Limited. 3. Enter DP and Client ID (if shares held in electronic form)/Folio number (if shares held in physical form) and Permanent Account Number (""PAN""). In the event PAN details are not registered for physical folio, Member to enter one of the Share Certificate numbers. 4. Enter Mobile number and e-mail ID. 5. System generated One Time Password (""OTP"") to be sent on mobile number and e-mail ID. 6. Enter OTP received on mobile number and e-mail ID. 7. Click on Submit button. 8. On completing the above process your request will be accepted and request ID will be generated. Email registered is for limited purpose of sending notice pertaining to the current event. Members may note that the Notice and Integrated Annual Report 2022-23 will also be available on the Company's website www.tcs.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com. # 4. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice. # 5. Institutional shareholders/corporate shareholders (i.e. other than individuals, HUFs, NRIs, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the AGM through VC/OAVM on their behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail on its registered e-mail address to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUFs, NRIs etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter, etc. by clicking on ""Upload Board Resolution/Authority Letter"" displayed under ""e-Voting"" tab in their login. # 6. The Company has fixed Thursday, June 15, 2023 as the 'Record Date' for determining entitlement of Members to final dividend for the financial year ended March 31, 2023, if approved at the AGM. # 7. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on Monday, July 3, 2023, as under: 1. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL), collectively ""Depositories"", as of end of day on Thursday, June 15, 2023. 2."
+"To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, June 15, 2023. # 8. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc. 1. For shares held in electronic form: to their Depository Participants (DPs) 2. For shares held in physical form: to the Company/Registrar and Transfer Agents (RTA) in prescribed Form Integrated Annual Report 2022-23 Notice | 37 ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023. In the absence of any of the required documents in a folio, on or after October 1, 2023, the folio shall be frozen by the RTA. Intimation letters along with Business Reply Envelopes for furnishing the required details are being sent by the Company. Members may also refer to Frequently Asked Questions (""FAQs"") on Company's website https://on.tcs.com/IR-FAQ. # 9. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at https://on.tcs.com/IR-FAQ and on the website of the Company's RTA, TSR Consultants Private Limited (""TCPL"") at https://www.tcplindia.co.in/. It may be noted that any service request can be processed only after the folio is KYC Compliant. # 10. In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or TCPL, for assistance in this regard. # 11. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TCPL, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form. # 12. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website https://on.tcs.com/IR-FAQ. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to TCPL in case the shares are held in physical form. # 13. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on the cut-off date will be entitled to vote during the AGM. # 14. File: AR_TCS_2022_2023.md Members seeking any information with regard to the financial statements or any matter to be placed at the AGM, are requested to write to the Company on or before June 28, 2023 through e-mail on investor.relations@tcs.com. The same will be replied by the Company suitably. # 15. Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF."
+"In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the Company or TCPL and submit the required documents for issue of Entitlement Letter. The Members can attach the Entitlement Letter and other required documents and file the IEPF-5 form for claiming the dividend and/or shares available on www.iepf.gov.in. For details, please refer to Corporate Governance Report which is a part of this report and FAQ of investor page on Company's website https://on.tcs.com/IR-FAQ. # 16. Members attending the meeting through VC/OAVM shall be counted for the purpose of determining the quorum under Section 103 of the Act. # 17. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their valid PAN with the DPs (if shares held in dematerialized form) and the Company/TCPL (if shares are held in physical form). A Resident individual shareholder with PAN and whose income does not exceed maximum amount not chargeable to tax or who is not liable to pay income tax, as the case may be, can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to TCS-Exemptforms2324@tcplindia.co.in or upload the documents on https://on.tcs.com/FormsRegn by 11:59 p.m. (IST) on Wednesday, June 7, 2023. Shareholders are requested to note that in case their PAN is not registered or having invalid PAN or Specified Person as defined under Section 206AB of the Income-tax Act, the tax will be deducted at a higher rate prescribed under Section 206AA or 206AB of the Income-tax Act, as applicable. Non-resident shareholders [including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs)] can avail beneficial rates under tax treaty between India and their. country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents (PDF/JPG Format) by e-mail to TCS-Exemptforms2324@tcplindia.co.in or upload the documents on https://on.tcs.com/FormsRegn. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. (IST) on Wednesday, June 7, 2023. For further details please refer to FAQs on Taxation of Dividend Distribution at https://on.tcs.com/IR-FAQ. # 18. Instructions for e-voting and joining the AGM are as follows: # A. VOTING THROUGH ELECTRONIC MEANS i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to ""e-voting Facility Provided by Listed Entities"", the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. ii. The remote e-voting period commences on Monday, June 26, 2023 (9:00 a.m. IST) and ends on Wednesday, June 28, 2023 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, June 22, 2023 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during the period commencing from June 26, 2023 to June 28, 2023 or e-voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM. iii. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution again. iv. The Board of Directors has appointed P N Parikh (Membership No. FCS 327) and failing him, Jigyasa Ved (Membership No."
+"FCS 6488) of Parikh & Associates, Company Secretaries as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. v. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. vi. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the User ID and Password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and Password for casting the vote. In case of individual shareholders holding securities in dematerialized mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under ""Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in dematerialized mode."" vii. The details of the process and manner for remote e-voting are explained herein below: The way to vote electronically on NSDL e-voting system consists of ""Two Steps"" which are mentioned below: Step 1: Access to NSDL e-voting system Step 2: Cast your vote electronically on NSDL e-voting system. # Details on Step 1 are mentioned below # I) Login method for remote e-voting and joining the virtual meeting for individual shareholders holding securities in dematerialized mode Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on ""e-voting facility provided by Listed Companies"", e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (""ESP"") thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility. Integrated Annual Report 2022-23 Notice | 39 # Login method for individual shareholders holding securities in dematerialized mode is given below: |Type of shareholders|Login Method| |---|---| |Individual Shareholders holding securities in dematerialized mode with NSDL.|# A. NSDL IDeAS facility<br/>If you are already registered, follow the below steps: 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the ""Beneficial Owner"" icon under ""Login"" which is available under ""IDeAS"" section. 3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. 4. Click on ""Access to e-voting"" appearing on the left-hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against Company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. If you are not registered, follow the below steps: 1. Option to register is available at https://eservices.nsdl.com. 2. Select ""Register Online for IDeAS"" Portal or click at https://on.tcs.com/NSDLRegn. 3. Please follow steps given in points 1-5. # B. e-voting website of NSDL<br/>1. Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 2. Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under 'Shareholder/Member' section. 3. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider- NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. # C."
+"Shareholders/Members can also download NSDL Mobile App ""NSDL Speede"" facility by scanning the QR code mentioned below for seamless voting experience.<br/>App: Googla Ploy| Integrated Annual Report 2022-23 Notice | 40 # Type of shareholders # Individual Shareholders holding securities in dematerialized mode with CDSL # Login Method 1. Existing users who have opted for Easi/Easiest, they can login through their User ID and Password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi/Easiest are https://on.tcs.com/CDSLRegn or www.cdslindia.com and click on login and select MyEasi. 2. After successful login of Easi/Easiest the user will be also able to see the e-voting menu. The menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. 3. If the user is not registered for Easi/Easiest, option to register is available at https://on.tcs.com/CDSLEasiRegn # Individual Shareholders (holding securities in demat mode) login through their DPs Alternatively, the user can directly access e-voting page by providing demat account number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-voting is in progress. You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility. Once logged-in, you will be able to see the e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on options available against Company name or e-voting service provider- NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot Password option available at respective websites. # Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL. |Login type|Helpdesk details| |---|---| |Securities held with NSDL|Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at +91 22 48867000 and +91 22 24997000| |Securities held with CDSL|Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800225533| # II) Login method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. # How to Log-in to NSDL e-Voting website? 1. Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under 'Shareholder/ Member' section. 3. A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen. 4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically. Integrated Annual Report 2022-23 Notice | 41 # Your User ID details are given below: Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical - a) For Members who hold shares in demat account with NSDL. - b) For Members who hold shares in demat account with CDSL. - c) For Members holding shares in Physical Form."
+"Your User ID is: - 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12****** - 16 Digit Beneficiary ID For example if your Beneficiary ID is 12************** then your user ID is 12************** - EVEN Number followed by Folio Number registered with the Company For example if EVEN is 123456 and folio number is 001*** then user ID is 123456001*** # Password details for shareholders other than Individual shareholders are given below: - a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote. - b) If you are using NSDL e-voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you by NSDL. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. - c) How to retrieve your 'initial password'? - (i) If your e-mail ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from evoting@nsdl.com. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. - (ii) ""Physical User Reset Password?"" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. - (iii) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, PAN, name and registered address. - (iv) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL. 1. After entering your password, tick on Agree to ""Terms and Conditions"" by selecting on the check box. 2. Now, you will have to click on ""Login"" button. 3. After you click on the ""Login"" button, home page of e-voting will open. # Details on Step 2 are given below: How to cast your vote electronically on NSDL e-voting system? The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'. In case you have not registered your e-mail address with the Company/Depository, please follow instructions mentioned below in this notice. # If you are unable to retrieve or have not received the ""Initial password"" or have forgotten your password: - a) Click on ""Forgot User Details/Password?""(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. 1. After successful login at Step 1, you will be able to see all the companies' ""EVEN"" in which you are holding shares and whose voting cycle and general meeting is in active status. 2. Select ""EVEN"" of Company, which is 123989 for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ""VC/OAVM"" link placed under ""Join Meeting"". 3. Now you are ready for e-voting as the voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on ""Submit"" and also ""Confirm"" when prompted. Integrated Annual Report 2022-23 Notice | 42 # 5. Upon confirmation, the message ""Vote cast successfully"" will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number. # 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. # 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # General Guidelines for shareholders # 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ""Forgot User Details/Password?"" or ""Physical User Reset Password?"" option available on https://www.evoting.nsdl.com to reset the password. # 2."
+"In case of any queries related to e-voting, you may refer the Frequently Asked Questions (""FAQs"") for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on +91 22 48867000 and +91 22 24997000 or send the request to Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.co.in. # 3. Members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing demat account number / Folio number, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained above. # 4. The instructions for members for e-voting on the day of the AGM are mentioned in point number 18(A). # B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER # 1. Members will be able to attend the AGM through VC/OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for login to NSDL e-voting system. After successful login, you can see VC/OAVM link placed under Join meeting menu against company name. You are requested to click on VC/OAVM link placed under ""Join Meeting"" menu. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. # 2. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM. # 3. Members who need assistance before or during the meeting, can contact NSDL on evoting@nsdl.co.in +91 22 48867000 and +91 22 24997000 or contact Amit Vishal, Assistant Vice President - NSDL at amitv@nsdl.co.in or Sanjeev Yadav, Assistant Manager- NSDL at sanjeevy@nsdl.co.in. # 4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/Folio number, PAN, mobile number at tcsagm.speakers@tcs.com from June 23, 2023 (9:00 a.m. IST) to June 25, 2023 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. # Other Instructions # 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. The results will be announced within the time stipulated under the applicable laws. # 2. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. By order of the Board of Directors Pradeep Manohar Gaitonde Company Secretary Membership No. ACS 7016 Mumbai, April 12, 2023 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: +91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com # Explanatory Statement As required by Section 102 of the Companies Act, 2013 (""Act""), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 4 to 6 of the accompanying Notice: # Item Nos. 4 and 5 The Board of Directors, at its meeting held on April 12, 2023, based on the recommendation of the Nomination and Remuneration Committee, appointed K Krithivasan as an Additional Director of the Company with effect from June 1, 2023. The Board, at the same meeting, also appointed K Krithivasan as Chief Executive Officer and Managing Director (""CEO and MD"") of the Company, for a period of five years with effect from June 1, 2023, subject to approval of the Members."
+"In terms of Section 161(1) of the Act, K Krithivasan holds the office of Additional Director only upto the date of this Annual General Meeting of the Company, and is eligible for appointment as a Director. The Company has received a notice in writing from a Member, in terms of Section 160(1) of the Act, proposing his candidature for the office of Director. K Krithivasan has also confirmed that he is not disqualified from being appointed as Director, in terms of the provisions of Section 164(1), 164(2) of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company. Prior to his appointment as the CEO and MD, K Krithivasan was the Global Head of Banking, Financial Services, and Insurance (BFSI) Business Group and played a key role in building deep customer relationships and mindshare as well as market positioning across geographies. He has been with the Company for over 3 decades helping customers with their growth and transformation journeys and technology strategies. He holds a Bachelor's Degree in Mechanical Engineering from the University of Madras and a Master's Degree in Industrial and Management Engineering from IIT Kanpur. Further details of K Krithivasan have been given in Annexure A to this Notice. # The main terms and conditions of appointment of K Krithivasan (hereinafter referred to as ""CEO and MD"") are given below: # A. Tenure of Appointment The appointment as CEO and MD is for a period of five years with effect from June 1, 2023. # B. Nature of Duties File: AR_TCS_2022_2023.md The CEO and MD shall devote his whole time and attention to the business of the Company and shall perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of one or more of its associated companies and/or subsidiaries, including performing duties as assigned to the CEO and MD from time to time by serving on the Boards of such associated companies and/or subsidiaries or any other executive body or any committee of such a company. # C. Remuneration a. Basic Salary Basic Salary of ₹10,00,000 per month; upto a maximum of ₹16,00,000 per month. The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the Nomination and Remuneration Committee (""NRC"") and will be performance-based and take into account the Company's performance as well, within the said maximum amount. b. Benefits, Perquisites, and Allowances Details of Benefits, Perquisites and Allowances are as follows: - i. Rent-free residential accommodation (partly furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g., gas, electricity and water charges) for the said accommodation or house rent, house maintenance and utility allowances aggregating 85% of the Basic Salary (in case residential accommodation is not provided by the Company). - ii. Hospitalisation and major medical expenses, car facility, telecommunication facility and housing loan facility as per Rules of the Company. - iii. Other perquisites and allowances given below subject to a maximum of 55 percent of the Basic Salary; this shall include medical allowance, leave travel concession/allowance and other allowances/personal accident insurance/club membership fees. - iv. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. - v. Leave and encashment of unavailed leave as per the Rules of the Company. c. Commission In addition to Salary, Benefits, Perquisites and Allowances, the CEO and MD would be paid such remuneration by way of Commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company subject to the overall ceilings. # D. Minimum Remuneration Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the CEO and MD, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites, Allowances and Commission subject to such further approvals as may be required. # E."
+"Insurance The Company will take an appropriate Directors' and Officers' Liability Insurance policy and pay the premiums for the same. It is intended to maintain such insurance cover for the entire term, subject to the terms of such policy in force from time to time. A copy of the policy document shall be supplied on request. # F. Other terms of Appointment The CEO and MD shall enter into an Agreement, containing, inter alia, the following terms: 1. The CEO and MD shall not become interested or otherwise concerned, directly or through his spouse and/or children, in any selling agency of the Company. 2. The terms and conditions of the appointment of the CEO and MD may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V of the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the CEO and MD, subject to such approvals as may be required. 3. The Agreement may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu thereof. 4. The employment of the CEO and MD may be terminated by the Company without notice or payment in lieu of notice: 1. if the CEO and MD is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which he is required to render services; or 2. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the CEO and MD of any of the stipulations contained in the Agreement. 5. Upon the termination by whatever means of the CEO and MD's employment: 1. the CEO and MD shall immediately cease to hold offices held by him in any holding company, subsidiaries or associated companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and unless the Board of Directors of the Company decide otherwise, shall resign as trustee of any trusts connected with the Company. 2. the CEO and MD shall not, without the consent of the Company, at any time thereafter represent himself as connected with the Company or any of the subsidiaries or associated companies. 6. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the CEO and MD, unless specifically provided otherwise. 7. The terms and conditions of appointment of the CEO and MD also include clauses pertaining to adherence with the Tata Code of Conduct and maintenance of confidentiality. 8. If at any time, the CEO and MD ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the CEO and MD and employee of the Company. In case of termination for any reason whatsoever, the CEO and MD will cease to be the Director and employee of the Company. Notwithstanding the above, the Board, may at its absolute discretion decide to continue him as a Director or an employee of the Company. In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read with Schedule V of the Act, as amended from time to time, the terms of appointment and remuneration of the CEO and MD as specified above are now being placed before the Members for their approval. The Board recommends the passing of the Resolutions at Item Nos. 4 and 5 as an Ordinary Resolutions for approval of the Members. Except K Krithivasan and his relatives, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives is concerned or interested, in the Resolutions set out at Item Nos. 4 and 5 of the Notice. Integrated Annual Report 2022-23 Notice | 45 # Item No."
+"6 Pursuant to the amended Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the threshold limit for determination of material Related Party Transactions is the lower of ₹1,000 crores (Rupees One thousand crores) or 10% (ten percent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity and such material related party transactions exceeding the limits, would require prior approval of Members by means of an ordinary resolution. Tata Consultancy Services Limited (""the Company"" or ""TCS""), being a globally recognised provider of IT services, participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the ""Tata Group"". The transactions that the Company has had with its related parties for the last three years are given below: # Year ended March 31, 2023 |Transactions|Tata Sons Private Limited|Other than wholly owned subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates/joint ventures of Tata Sons Private Limited and their subsidiaries|Total| |---|---|---|---|---|---| |IT/ITE services rendered|38|1,063|1,152|2,506|4,759| |Other income|-|-|-|-|-| |Procurement of goods and services|-|59|577|363|1,000| |Brand equity contribution|99|-|-|-|99| |Non IT/ITE services availed|1|-|23|59|83| |Lease rental|-|-|56|47|103| # Year ended March 31, 2022 |Transactions|Tata Sons Private Limited|Other than wholly owned subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates/joint ventures of Tata Sons Private Limited and their subsidiaries|Total| |---|---|---|---|---|---| |IT/ITE services rendered|40|1,164|770|2,233|4,207| |Other income|-|1|-|-|1| |Procurement of goods and services|-|345|549|306|1,200| |Brand equity contribution|100|-|-|-|100| |Non IT/ITE services availed|1|-|19|45|65| |Lease rental|-|-|73|24|97| # Year ended March 31, 2021 |Transactions|Tata Sons Private Limited|Other than wholly owned subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates/joint ventures of Tata Sons Private Limited and their subsidiaries|Total| |---|---|---|---|---|---| |IT/ITE services rendered|35|1,104|591|1,752|3,482| |Other income|-|1|-|-|1| |Procurement of goods and services|1|268|447|443|1,159| |Brand equity contribution|100|-|-|-|100| |Non IT/ITE services availed|-|-|17|42|59| |Lease rental|1|-|36|45|82| In view of the changes in the threshold for determining the related party transactions that require prior shareholder approval and considering the fact that the list of related parties will change dynamically with no action on the part of the Company and to facilitate seamless contracting and rendering/availing of product and services between the Company and ""related parties"", the Company seeks the approval of the shareholders to approve entering into contracts/arrangements within the thresholds and conditions mentioned. Integrated Annual Report 2022-23 Notice | 46 # Details of Transactions Requiring Approval All the contracts/arrangements and the transactions with ""related parties"" are reviewed and approved by the Audit Committee. Further, the transactions that require testing of arm's length pricing are reviewed by our statutory auditors for being at arm's length. # i. Tata Sons Private Limited and/or its Subsidiaries (other than Tejas Networks Limited and/or its subsidiaries) |Sr. No.|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| |8.|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction| # Particulars Tata Sons Private Limited and/or its subsidiaries (other than Tejas Networks Limited and/or its subsidiaries) (please refer to Annexure B for list of subsidiaries) Holding Company - Tata Sons Private Limited and its subsidiaries which are covered under Section 2(76) of the Act - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc. - (e) Leasing of property - (f) Any transfer of resources, services, or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.1 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years and a cumulative threshold of 4.4 percent of the consolidated turnover of the Company across all related parties per annum. Same as Sr. No."
+"3 Contracts/arrangements with a duration up to 5 years 1.1 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 4.4 percent of the consolidated turnover of the Company per annum across all related parties in this category. 1.1 percent of the consolidated turnover of the Company per annum with single related party. 4.4 percent of the consolidated turnover of the Company per annum across all related parties. # 9. Justification of the proposed transaction # 10. Details of the valuation report or external party report (if any) enclosed with the Notice The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors. # 11. Name of the Director or Key Managerial Personnel, who is related N Chandrasekaran, N G Subramaniam and Aarthi Subramanian # 12. Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given |A|Source of funds|Not Applicable| |---|---|---| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|* Nature of indebtedness; * cost of funds; and * tenure of the indebtedness| |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|Not Applicable| |D|the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|Not Applicable| # 13. Any other relevant information All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice # Joint Ventures, Associate Companies of Tata Sons Private Limited and their subsidiaries and Joint ventures & Associate Companies of subsidiaries of Tata Sons Private Limited (excluding Tata Motors Limited, Jaguar Land Rover Limited and/or their subsidiaries) |Sr. No.|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| Particulars Joint Ventures, Associate Companies of Tata Sons Private Limited and their subsidiaries and Joint ventures & Associate Companies of subsidiaries of Tata Sons Private Limited (excluding Tata Motors Limited, Jaguar Land Rover Limited and/or their subsidiaries) (please refer to Annexure B for list of Joint Ventures, Associate Companies, and their subsidiaries) Joint Ventures, Associate Companies of Tata Sons Private Limited and their subsidiaries, related parties as per SEBI Listing regulations - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc. - (e) Leasing of property - (f) Any transfer of resources, services or obligations to meet its objectives/requirements Integrated Annual Report 2022-23 Notice | 48 # Integrated Annual Report 2022-23 # Notice |Sr. No.|Description| |---|---| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| |8.|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction| Particulars Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.1 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration upto 5 years and a cumulative threshold of 2.2 percent of the consolidated turnover of the Company across all related parties per annum. Same as Sr. No."
+"3 Contracts/arrangements with a duration upto 5 years 1.1 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 2.2 percent of the consolidated turnover of the Company per annum across all related parties in this category. 1.1 percent of the consolidated turnover of the Company per annum with single related party. 2.2 percent of the consolidated turnover of the Company per annum across all related parties. # 9. Justification of the proposed transaction The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors. # 11. Name of the Director or Key Managerial Personnel, who is related N Chandrasekaran, N G Subramaniam and Aarthi Subramanian. # 12. Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given |A|Source of funds|Not Applicable| |---|---|---| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|Not Applicable| | |* Nature of indebtedness;| | | |* cost of funds; and| | | |* tenure of the indebtedness| | |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|Not Applicable| |D|the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|Not Applicable| # 13. Any other relevant information All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice. # Tejas Networks Limited and/or its subsidiaries |Sr. No.|Description|Particulars| |---|---|---| |1.|Name of the related party|Tejas Networks Limited and/or its subsidiaries (please refer to Annexure B for list of subsidiaries)| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]|Tejas Networks Limited is a subsidiary of Tata Sons Private Limited and hence related party under Section 2(76) of the Act of Tata Sons Private Limited| |3.|Type of the proposed transaction|(a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas (b) Supply of hardware and software (c) reimbursement of expenses (d) Procurement of goods, services, sponsorship, etc. (e) Leasing of property (f) Any transfer of resources, services or obligations to meet its objectives/requirements| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement|Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the company is operating in. Monetary value of transactions subject to a maximum of ₹15,000 crore through contracts/arrangements for a duration upto twelve years| |5.|Particulars of the proposed transaction|Same as Sr. No. 3| |6.|Tenure of the transaction|Contractual commitments expected for a tenure of 12 years| |7.|Value of the proposed transaction|₹15,000 crore| |8.|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.|Value of the proposed transaction represents 6.6 percent of the consolidated turnover of the Company for FY 2023.| |9.|Justification of the proposed transaction|The domain expertise and competencies available within the group and the collaboration with the company will help in delivering world class technology to one of the high-priority and prestigious projects of the Government of India and further establish Tata Group's commitment to attain Atmanirbhar Bharat| |10.|Details of the valuation report or external party report (if any) enclosed with the Notice|All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors| |11.|Name of the Director or Key Managerial Personnel, who is related|N G Subramaniam| |12.|Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given|A. Source of funds: Please refer Sr. No. 12 C below B."
+"In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment: * Nature of indebtedness; * cost of funds; and * tenure of the indebtedness C. Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security): Unsecured Interest-free mobilization advance to be given upto ₹1,500 crore to facilitate procurement of equipment, on the back of similar unsecured interest-free mobilization advance received from the end-customer. Adjustment of advance/s against progressive delivery of milestones, on the same terms as committed by the Company to end-customer| # Sr. No. # Description # Particulars |D|The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|Same as Sr. No. 12 C| |---|---|---| |13.|Any other relevant information|All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice| # iv. Tata Motors Limited, Jaguar Land Rover Limited and/or their subsidiaries |Sr. No.|Description|Particulars| |---|---|---| |1.|Name of the related party|Tata Motors Limited, Jaguar Land Rover Limited and/or their subsidiaries (please refer to Annexure B for list of subsidiaries)| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]|Tata Motors Limited is an associate of Tata Sons Private Limited. Jaguar Land Rover Limited is a subsidiary of Tata Motors Limited and hence related party as per SEBI Listing regulations| |3.|Type of the proposed transaction|(a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas (b) Supply of hardware and software (c) Reimbursement of expenses relating to IT Infrastructure services (d) Procurement of goods, services, sponsorship, etc. (e) Any transfer of resources, services or obligations to meet its objectives/requirements| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement|Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the company operates in. Monetary value of transactions upto approx. ₹5,000 crore per annum| |5.|Particulars of the proposed transaction|Same as Sr. No. 3| |6.|Tenure of the transaction|Contracts/arrangements with a duration upto five years, extendable by another five years| |7.|Value of the proposed transaction|Approx. ₹5,000 crore per annum| |8.|Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.|Maximum up to 2.2 percent of the consolidated turnover of the Company per annum for duration of contract| |9.|Justification of the proposed transaction|The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business| |10.|Details of the valuation report or external party report (if any) enclosed with the Notice|Company's governance policies with respect to negotiation with third parties are followed for all contracts/arrangements with related party as defined under SEBI Listing Regulations. These contracts/arrangements are approved by the Audit Committee on quarterly basis| |11.|Name of the Director or Key Managerial Personnel, who is related|N Chandrasekaran, Hanne Sorensen and O P Bhatt| |12.|Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given|A| | |Source of funds|Not Applicable| Integrated Annual Report 2022-23 Notice | 51 # In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment: - Nature of indebtedness; - cost of funds; and - tenure of the indebtedness # Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security) File: AR_TCS_2022_2023.md # The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT # Any other relevant information # Particulars Not Applicable Not Applicable Not Applicable All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice # v. Subsidiaries of the Company (other than wholly owned subsidiaries) # Sr. No. Description 1."
+"Name of the related party 2. Nature of relationship [including nature of its interest (financial or otherwise)] 3. Type of the proposed transaction 4. Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement 5. Particulars of the proposed transaction 6. Tenure of the transaction 7. Value of the proposed transaction # Particulars Subsidiaries of the Company (other than wholly owned subsidiaries) (please refer to Annexure B for list of subsidiaries) Subsidiaries of the Company which are covered under Section 2(76) of the Act - Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - Supply of hardware and software - Reimbursement of expenses relating to IT Infrastructure services - Procurement of goods, services, sponsorship, etc. - Leasing of property - Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the company operates in. Monetary value of transactions with a single related party subject to a maximum of 1.1 percent of the consolidated turnover of the Company per annum through contracts/arrangements which are entered for a duration up to 5 years or more and a cumulative threshold of 2.22 percent of the consolidated turnover of the Company across all related parties per annum Same as Sr. No. 3 Contracts/arrangements with a duration upto 5 years or more 1.1 percent of the consolidated turnover of the Company per annum with a single related party subject to a cumulative threshold of 2.2 percent of the consolidated turnover of the Company per annum across all related parties Integrated Annual Report 2022-23 Notice | 52 # 8. Percentage of TCS's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction. 1.1 percent of the consolidated turnover of the Company with single related party2.2 percent of the consolidated turnover of the Company across all related partiesUp to 50 percent of respective subsidiary turnover # 9. Justification of the proposed transaction As per global network delivery model of TCS, the subsidiaries operating in respective countries enters into the contracts from customers and outsource the service delivery to the parent company TCS Limited. Solutions framework along with trained domain experts of TCS Limited ensure delivery of high quality and certainty to end-customers at respective countries. # 10. Details of the valuation report or external party report (if any) enclosed with the Notice All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing by compliance team and Statutory Auditors. # 11. Name of the Director or Key Managerial Personnel, who is related Person/s holding position of Chief Executive Officer and Managing Director and/or Executive Director and/or Chief Operating Officer. # 12. Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given |A. Source of funds|Not Applicable| |---|---| |B. In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|Not Applicable| |C. Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|Not Applicable| |D. The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|Not Applicable| # 13. Any other relevant information All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice. None of the Directors or Key Managerial Personnel of the Company or its respective relatives, other than as mentioned above, is concerned or interested, in the resolution. The said transaction(s)/contract(s)/arrangement(s) have been recommended by the Audit Committee and Board of Directors of the Company for consideration and approval by the Members. It is pertinent to note that no related party shall vote to approve this Resolution whether the entity is a related party to the particular transaction or not. Integrated Annual Report 2022-23 Notice | 53 # Annexure A # Details of Directors seeking appointment/re-appointment at the Annual General Meeting # (In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings) |Particulars|Aarthi Subramanian|K Krithivasan| |---|---|---| |DIN|07121802|10106739| |Date of Birth and Age|June 26, 1967 (55 years)|May 5, 1964 (58 years)| |Date of Appointment|March 12, 2015|June 1, 2023| |Qualifications|* B."
+"Tech in Computer Science * Master's Degree in Engineering Management|* Bachelor's Degree in Mechanical Engineering * Master's Degree in Industrial and Management Engineering| |Expertise in specific functional areas|Wide experience in Information Technology|Wide experience in Information Technology| |Terms and Conditions of appointment/re-appointment|Not Applicable|Appointed as the CEO and MD for a period of five years w.e.f. from June 1, 2023. Terms and conditions of his appointment and proposed remuneration are specified in the resolution and explanatory statement annexed to this notice.| |Details of Remuneration sought to be paid|Sitting fees for attending Board Meetings and Committee Meetings, if any, where she is a member.|Details of remuneration sought to be paid are detailed in Explanatory Statement - Item No. 5| |Number of Board meeting attended during the year (Financial Year 2022-23)|6 (Six)|Not Applicable| |Directorships held in other companies (excluding Foreign Companies)|* Tata Industries Limited * Tata Capital Limited * Tata AIA Life Insurance Company Limited * Tata Payments Limited * Tata Unistore Limited * Infiniti Retail Limited * Tata Business Hub Limited * Tata Digital Private Limited * Supermarket Grocery Supplies Private Limited * Tata Neu Private Limited|Nil| |Listed Entities from which he/she has resigned as Director in past 3 years|Nil|Nil| |Memberships/Chairmanships of committees of other companies|Tata Capital Limited * Stakeholders Relationship Committee* * Corporate Social Responsibility Committee * Information Technology Strategy Committee Infiniti Retail Limited * Audit Committee * Nomination and Remuneration Committee * Risk Management Committee * Corporate Social Responsibility Committee* * Technology Committee|Nil| # Particulars | |Aarthi Subramanian|K Krithivasan| |---|---|---| | |Tata UniStore Limited| | | |* Internal Audit Committee| | | |Tata Industries Limited| | | |* Nomination and Remuneration Committee| | | |* Risk Management Committee*| | | |Tata Digital Private Limited| | | |* Nomination and Remuneration Committee| | | |* Corporate Social Responsibility Committee*| | |Number of Equity Shares held in the Company|5,600|11,232| *Chairperson For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel, in respect of the above Directors, please refer to the corporate governance report which is a part of this report. # Annexure B # i. List of subsidiaries of Tata Sons Private Limited (excluding Tata Consultancy Services Limited, Tejas Networks Limited and/or their subsidiaries) as on March 31, 2023 |Sr. No.|Name| |---|---| |1|Ewart Investments Limited| |2|Tata Limited| |3|Indian Rotorcraft Limited| |4|Panatone Finvest Limited| |5|Akashastha Technologies Private Limited| |6|Tata Communications Limited| |7|Tata Communications Transformation Services Limited| |8|Tata Communications Collaboration Services Private Limited| |9|Tata Communications Payment Solutions Limited| |10|Tata Communications Lanka Limited| |11|Tata Communications Services (International) Pte. Limited| |12|Tata Communications (Bermuda) Limited| |13|Tata Communications (Netherlands) B.V.| |14|Tata Communications (Hong Kong) Limited| |15|ITXC IP Holdings S.A.R.L.| |16|Tata Communications (America) Inc.| |17|Tata Communications (International) Pte Limited| |18|Tata Communications (Canada) Limited| |19|TATA COMMUNICATIONS (BELGIUM) SRL| |20|Tata Communications (Italy) SRL| |21|Tata Communications (Portugal) Unipessoal LDA| |22|Tata Communications (France) SAS| |23|Tata Communications (Nordic) AS| |24|Tata Communications (Guam) L.L.C.| |25|Tata Communications (Portugal) Instalacao E Manutencao De Redes LDA| |26|Tata Communications (Australia) Pty Limited| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |27|Tata Communications SVCS Pte Ltd| |28|Tata Communications (Poland) SP.Z.O.O.| |29|Tata Communications (Japan) KK.| |30|Tata Communications (UK) Limited| |31|Tata Communications Deutschland GMBH| |32|Tata Communications (Middle East) FZ-LLC| |33|Tata Communications (Hungary) KFT| |34|Tata Communications (Ireland) DAC| |35|Tata Communications (Russia) LLC| |36|Tata Communications (Switzerland) GmbH| |37|Tata Communications (Sweden) AB| |38|TCPOP Communication GmbH| |39|Tata Communications (Taiwan) Limited| |40|Tata Communications (Thailand) Limited| |41|Tata Communications (Malaysia) Sdn. Bhd.| |42|Tata Communications Transformation Services South Africa (Pty) Ltd| |43|Tata Communications (Spain) S.L.| |44|Tata Communications (Beijing) Technology Limited| |45|VSNL SNOSPV Pte. Limited| |46|Tata Communications (South Korea) Limited| |47|Tata Communications Transformation Services (Hungary) Kft.| |48|Tata Communications Transformation Services Pte Limited| |49|Tata Communications (Brazil) Participacoes Limitada| |50|Tata Communications Transformation Services (US) Inc| |51|Tata Communications Comunicacoes E Multimídia (Brazil) Limitada| |52|Nexus Connexion (SA) Pty Limited| |53|SEPCO Communications (Pty) Limited| |54|Tata Communications (New Zealand) Limited| |55|Tata Communications MOVE B.V.| |56|Tata Communications MOVE Nederland B.V.| |57|MuCoso B.V.| |58|NetFoundry Inc.| |59|TCTS Senegal Limited| |60|OASIS Smart SIM Europe SAS| |61|Oasis Smart E-Sim Pte Ltd| |62|TS Investments Limited| |63|Tata SIA Airlines Limited| |64|Tata Incorporated| |65|Tata Investment Corporation Limited| |66|Simto Investment Company Limited| |67|Tata Asset Management Private Limited| |68|Tata Asset Management (Mauritius) Private Limited| |69|Tata Pension Management Limited| |70|Tata Consulting Engineers Limited| |71|Ecofirst Services Limited| |72|TCE QSTP-LLC| |73|Tata Engineering Consultants Saudi Arabia Company| |74|Tata International AG, Zug| # Integrated Annual Report 2022-23 # Notice |Sr."
+"No.|Name| |---|---| |75|TRIF Investment Management Limited| |76|Tata Advanced Systems Limited| |77|Aurora Integrated Systems Private Limited| |78|Nova Integrated Systems Limited| |79|TASL Aerostructures Private Limited| |80|Tata Capital Limited| |81|Tata Capital Advisors Pte. Limited| |82|Tata Capital Financial Services Limited| |83|Tata Capital General Partners LLP| |84|Tata Capital Growth Fund I| |85|Tata Capital Healthcare General Partners LLP| |86|Tata Capital Housing Finance Limited| |87|Tata Capital Plc| |88|Tata Capital Pte. Limited| |89|Tata Cleantech Capital Limited| |90|Tata Opportunities General Partners LLP| |91|Tata Securities Limited| |92|Tata Capital Special Situation Fund| |93|Tata Capital Healthcare Fund I| |94|Tata Capital Innovations Fund| |95|Tata Capital Growth Fund II| |96|TCL Employee Welfare Trust| |97|Tata Capital Growth II General Partners LLP| |98|Tata Capital Healthcare Fund II| |99|Tata Capital Healthcare II General Partners LLP| |100|Tata Housing Development Company Limited| |101|Apex Realty Private Limited| |102|Concept Developers & Leasing Limited| |103|HLT Residency Private Limited| |104|Kriday Realty Private Limited| |105|One-Colombo Project (Private) Limited| |106|Promont Hillside Private Limited| |107|Smart Value Homes (Boisar) Private Limited| |108|Tata Value Homes Limited| |109|THDC Management Services Limited| |110|World-One (Sri Lanka) Projects Pte. Limited| |111|World-One Development Company Pte. Limited| |112|Synergizers Sustainable Foundation| |113|Technopolis Knowledge Park Limited| |114|Princeton Infrastructure Private Limited| |115|Ardent Properties Private Limited| |116|Promont Hilltop Private Limited| |117|Smart Value Homes (Peenya Project) Private Limited| |118|Smart Value Homes (New Project) LLP| |119|HL Promoters Private Limited| |120|SAS Realtech LLP| |121|Tata Realty and Infrastructure Limited| |122|Acme Living Solutions Private Limited| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |123|HV Farms Private Limited| |124|TRIF Gurgaon Housing Projects Private Limited| |125|Wellkept Facility Mangement Services Private Limited| |126|TRIL Roads Private Limited| |127|TRIL Urban Transport Private Limited| |128|Hampi Expressways Private Limited| |129|Dharamshala Ropeway Limited| |130|International Infrabuild Private Limited| |131|Uchit Expressways Private Limited| |132|Durg Shivnath Expressways Private Limited| |133|Matheran Rope-Way Private Limited| |134|MIA Infrastructure Private Limited| |135|TRIL Bengaluru Real Estate One Private Limited| |136|TRIL Bengaluru Consultants Private Limited| |137|TRIL Bengaluru Real Estate Three Private Limited| |138|TRIL IT4 Private Limited| |139|Tata Trustee Company Private Limited| |140|Niskalp Infrastructure Services Limited| |141|India Emerging Companies Investment Limited| |142|Inshaallah Investments Limited| |143|Tata Autocomp Systems Limited| |144|Automotive Stampings and Assemblies Limited| |145|Nanjing Tata Autocomp Systems Limited| |146|TACO Engineering Services GmbH| |147|Ryhpez Holding (Sweden) AB| |148|TitanX Holding AB| |149|TitanX Engine Cooling Inc.| |150|TitanX Engine Cooling Kunshan Co. Ltd.| |151|TitanX Engine Cooling AB| |152|TitanX Refrigeracão de Motores LTDA| |153|TitanX Engine Cooling, Poland| |154|TitanX Engine Cooling SRL| |155|Changshu Tata AutoComp Systems Limited| |156|Tata Toyo Radiator Limited| |157|Tata Autocomp Hendrickson Suspensions Private Limited| |158|TACO EV Component Solutions Private Limited| |159|TACO Punch Powertrain Private Limited| |160|Tata International Limited| |161|Blackwood Hodge Zimbabwe (Private) Limited| |162|Calsea Footwear Private Limited| |163|Pamodzi Hotels Plc| |164|Tata Africa (Cote D'Ivoire) SARL| |165|Tata Africa Holdings (Ghana) Limited| |166|TATA Africa Holdings (Kenya) Limited| |167|Tata Africa Holdings (SA) (Proprietary) Limited| |168|Tata Africa Holdings (Tanzania) Limited| |169|Tata Africa Services (Nigeria) Limited| |170|Tata De Mocambique, Limitada| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |171|Tata Holdings Mocambique Limitada| |172|Tata International Metals (Americas) Limited| |173|Tata International Metals (Asia) Limited| |174|Tata International Metals (Guangzhou) Limited| |175|Tata International Singapore Pte Limited| |176|Tata South East Asia (Cambodia) Limited| |177|Tata Uganda Limited| |178|Tata West Asia FZE| |179|Tata Zambia Limited| |180|Tata Zimbabwe (Private) Limited| |181|TIL Leather Mauritius Limited| |182|Tata International West Asia DMCC| |183|Motor-Hub East Africa Limited| |184|Tata International Vietnam Company Limited| |185|Tata International Unitech (Senegal) SARL| |186|Tata International Canada Limited| |187|Newshelf 1369 Pty Ltd.| |188|Alliance Finance Corporation Limited| |189|AFCL Ghana Limited| |190|AFCL Premium Services Ltd.| |191|AFCL Zambia Limited| |192|Alliance Leasing Limited| |193|Stryder Cycle Private Limited| |194|AFCL RSA (Pty) Limited| |195|TISPL Trading Company Limited| |196|Société Financière Décentralisé Alliance Finance Corporation Senegal| |197|Tata International Vehicle Applications Private Limited| |198|Taj Air Limited| |199|Impetis Biosciences Limited| |200|Tata Teleservices Limited| |201|Tata Tele NXTGEN Solutions Limited| |202|NVS Technologies Limited| |203|TTL Mobile Private Limited| |204|Tata Teleservices (Maharashtra) Limited| |205|Tata Digital Private Limited| |206|Tata Payments Limited| |207|Supermarket Grocery Supplies Private Limited| |208|Innovative Retail Concepts Private Limited| |209|Savis Retail Private Limited| |210|Delyver Retail Network Private Limited| |211|Dailyninja Delivery Services Private Limited| |212|Tata 1mg Technologies Private Limited| |213|Tata 1mg Healthcare Solutions Private Limited| |214|LFS Healthcare Private Limited| |215|Infiniti Retail Limited| |216|Tata Fintech Private Limited| |217|Tata Neu Private Limited| |218|Protraviny Private Limited| # List of Companies of Tata Sons Private Limited as on March 31, 2023 |Sr. No.|Name| |---|---| |219|Tata Unistore Limited| |220|Tata AIG General Insurance Company Limited| |221|Tata Medical and Diagnostics Limited| |222|Talace Private Limited| |223|Air India Limited| |224|Air India Express Limited| |225|AIX Connect Private Limited| |226|Tata Electronics Private Limited| |227|Vidiyal Residency Private Limited| |228|Tata Business Hub Limited| |229|Tata Elxsi Limited| |230|Ranata Hospitality Private Limited| |231|Agratas Energy Storage Solutions Private Limited| # ii."
+"List of Joint Ventures, Associate Companies of Tata Sons Private Limited and their subsidiaries and Joint ventures & Associate Companies of subsidiaries of Tata Sons Private Limited (excluding Tata Motors Limited, Jaguar Land Rover Limited and/or their subsidiaries) as on March 31, 2023 |Sr. No.|Name| |---|---| |1|Tata Chemicals Limited| |2|Rallis India Limited| |3|Ncourage Social Enterprise Foundation| |4|Valley Holdings Inc.| |5|Tata Chemicals North America Inc.| |6|Tata Chemicals (Soda Ash) Partners| |7|TCSAP LLC| |8|Homefield Pvt. UK Limited| |9|TCE Group Limited| |10|Tata Chemicals Africa Holdings Limited| |11|Natrium Holdings Limited| |12|Tata Chemicals Europe Limited| |13|Winnington CHP Limited| |14|Brunner Mond Group Limited| |15|Tata Chemicals Magadi Limited| |16|Northwich Resource Management Limited| |17|Gusiute Holdings (UK) Limited| |18|British Salt Limited| |19|Cheshire Salt Holdings Limited| |20|Cheshire Salt Limited| |21|Brinefield Storage Limited| |22|Cheshire Cavity Storage 2 Limited| |23|New Cheshire Salt Works Limited| |24|Tata Chemicals International Pte. Limited| |25|Tata Chemicals (South Africa) Proprietary Limited| |26|Magadi Railway Company Limited| |27|Alcad| |28|TC (Soda Ash) Partners Holdings| |29|Tata Consumer Products Limited| |30|Tata Consumer Products UK Group Ltd.| |31|Tata Global Beverages Holdings Limited| |32|Tata Global Beverages Services Ltd.| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |33|Tata Consumer Products GB Ltd.| |34|Tata Consumer Products Overseas Holdings Ltd.| |35|Tata Global Beverages Overseas Ltd.| |36|Lyons Tetley Ltd.| |37|Drassington Ltd.| |38|Teapigs Ltd.| |39|Teapigs US LLC| |40|Stansand Ltd.| |41|Stansand (Brokers) Ltd.| |42|Stansand (Africa) Ltd.| |43|Stansand (Central Africa) Ltd.| |44|Tata Consumer Products Polska sp.zo.o| |45|Tata Consumer Products US Holdings Inc.| |46|Tata Waters LLC| |47|Tetley USA Inc.| |48|Good Earth Corporation| |49|Good Earth Teas Inc.| |50|Tata Consumer Products Canada Inc.| |51|Tata Consumer Products Australia Pty Ltd.| |52|Earth Rules Pty Ltd.| |53|Tata Global Beverages Investments Ltd.| |54|Campestres Holdings Ltd.| |55|Kahutara Holdings Ltd.| |56|Suntyco Holding Ltd.| |57|Onomento Co Ltd.| |58|Tata Consumer Products Capital Ltd.| |59|Tata Coffee Ltd.| |60|Consolidated Coffee Inc.| |61|Tata Coffee Vietnam Company Ltd.| |62|Eight O'Clock Holdings Inc.| |63|Eight O'Clock Coffee Company.| |64|Tata Tea Extractions Inc.| |65|Tata Tea Holdings Private Ltd.| |66|NourishCo Beverages Ltd.| |67|Tata Consumer Soulfull Private Limited| |68|Tata SmartFoodz Limited| |69|TRIL Constructions Ltd.| |70|TCPL Beverages & Foods Limited| |71|Joekels Tea Packers Proprietary Limited| |72|Tetley ACI (Bangladesh) Ltd| |73|Tata Steel Limited| |74|ABJA Investment Co. Pte. Ltd.| |75|Adityapur Toll Bridge Company Limited| |76|Tata Steel Special Economic Zone Limited| |77|Indian Steel & Wire Products Ltd.| |78|Tata Steel Utilities and Infrastructure Services Limited| |79|Haldia Water Management Limited| |80|Kalimati Global Shared Services Limited| |81|Mohar Export Services Pvt. Ltd| |82|Rujuvalika Investments Limited| |83|Tata Steel Mining Limited| |84|Tata Korf Engineering Services Ltd.| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |85|Tata Metaliks Ltd.| |86|Tata Steel Long Products Limited| |87|T Steel Holdings Pte. Ltd.| |88|T S Global Holdings Pte Ltd.| |89|Orchid Netherlands (No.1) B.V.| |90|&Eastern Steel Fabricators Philippines, Inc.| |91|The Siam Industrial Wire Company Ltd.| |92|TSN Wires Co., Ltd.| |93|Tata Steel Europe Limited| |94|Apollo Metals Limited| |95|Blastmega Limited| |96|British Steel Corporation Limited| |97|British Steel Directors (Nominees) Limited| |98|British Steel Nederland International B.V.| |99|C V Benine| |100|Catnic GmbH| |101|Catnic Limited| |102|Tata Steel Mexico SA de CV| |103|Cogent Power Limited| |104|Corbeil Les Rives SCI| |105|Corby (Northants) & District Water Company Limited| |106|Corus CNBV Investments| |107|Corus Engineering Steels (UK) Limited| |108|Corus Engineering Steels Holdings Limited| |109|Corus Engineering Steels Limited| |110|Corus Group Limited| |111|Corus Holdings Limited| |112|Corus International (Overseas Holdings) Limited| |113|Corus International Limited| |114|Corus International Romania SRL.| |115|Corus Investments Limited| |116|Corus Ireland Limited| |117|Corus Liaison Services (India) Limited| |118|Corus Management Limited| |119|Corus Property| |120|Corus UK Healthcare Trustee Limited| |121|Crucible Insurance Company Limited| |122|Degels GmbH| |123|Demka B.V.| |124|00026466 Limited| |125|Fischer Profil GmbH| |126|Gamble Simms Metals Limited| |127|Grant Lyon Eagre Limited| |128|H E Samson Limited| |129|Hadfields Holdings Limited| |130|Halmstad Steel Service Centre AB| |131|Hammermega Limited| |132|Hille & Muller GmbH| |133|Hille & Muller USA Inc.| |134|Hoogovens USA Inc.| |135|Huizenbezit ""Breesaap"" B.V.| |136|Inter Metal Distribution SAS| # Integrated Annual Report 2022-23 # Notice |Sr."
+No.|Name| |---|---| |137|Layde Steel S.L.| |138|London Works Steel Company Limited| |139|Montana Bausysteme AG| |140|Naantali Steel Service Centre OY| |141|Norsk Stal Tynnplater AS| |142|Norsk Stal Tynnplater AB| |143|Orb Electrical Steels Limited| |144|Oremco Inc.| |145|Plated Strip (International) Limited| |146|Rafferty-Brown Steel Co Inc Of Conn.| |147|Runmega Limited| |148|S A B Profiel B.V.| |149|S A B Profil GmbH| |150|Service Center Gelsenkirchen GmbH| |151|Service Centre Maastricht B.V.| |152|Societe Europeenne De Galvanisation (Segal) Sa| |153|Staalverwerking en Handel B.V.| |154|Stewarts And Lloyds (Overseas) Limited| |155|Surahammar Bruks AB| |156|Swinden Housing Association Limited| |157|Tata Steel Belgium Packaging Steels N.V.| |158|Tata Steel Belgium Services N.V.| |159|Tata Steel Denmark Byggsystemer A/S| |160|Tata Steel France Holdings SAS| |161|Tata Steel Germany GmbH| |162|Tata Steel IJmuiden BV| |163|Tata Steel International (Americas) Holdings Inc| |164|Tata Steel International (Americas) Inc| |165|Tata Steel International (Czech Republic) S.R.O| |166|Tata Steel International (France) SAS| |167|Tata Steel International (Germany) GmbH| |168|Tata Steel International (South America) Representações LTDA| |169|Tata Steel International (Italia) SRL| |170|Tata Steel International (Middle East) FZE| |171|Tata Steel International Limited| |172|Tata Steel International (Poland) sp Zoo| |173|Tata Steel International (Sweden) AB| |174|Tata Steel International (India) Limited| |175|Tata Steel International Iberica SA| |176|Tata Steel Istanbul Metal Sanayi ve Ticaret AS| |177|Tata Steel Maubeuge SAS| |178|Tata Steel Nederland BV| |179|Tata Steel Nederland Consulting & Technical Services BV| |180|Tata Steel Nederland Services BV| |181|Tata Steel Nederland Technology BV| |182|Tata Steel Nederland Tubes BV| |183|Tata Steel Netherlands Holdings B.V.| |184|Tata Steel Norway Byggsystemer A/S| |185|Tata Steel Sweden Byggsystem AB| |186|Tata Steel UK Consulting Limited| |187|Tata Steel UK Holdings Limited| |188|Tata Steel UK Limited| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |189|Tata Steel USA Inc.| |190|The Newport And South Wales Tube Company Limited| |191|Thomas Processing Company| |192|Thomas Steel Strip Corp.| |193|TS South Africa Sales Office Proprietary Limited| |194|Tulip UK Holdings (No.2) Limited| |195|Tulip UK Holdings (No.3) Limited| |196|U.E.S. Bright Bar Limited| |197|UK Steel Enterprise Limited| |198|Unitol SAS| |199|Fischer Profil Produktions-und-Vertriebs- GmbH| |200|Al Rimal Mining LLC| |201|TSMUK Limited| |202|T S Canada Capital Ltd| |203|Tata Steel Minerals Canada Limited| |204|Tata Steel (Thailand) Public Company Limited| |205|Tata Steel Manufacturing (Thailand) Public Company Limited| |206|The Siam Construction Steel Company Limited| |207|The Siam Iron and Steel (2001) Company Limited| |208|T S Global Procurement Company Pte. Ltd.| |209|Tata Steel International (Shanghai) Ltd.| |210|TS Asia (Hong Kong) Ltd.| |211|Tata Steel Advanced Materials Limited| |212|Tata Steel Downstream Products Limited| |213|Tayo Rolls Limited| |214|The Tata Pigments Limited| |215|The Tinplate Company of India Limited| |216|Tata Steel Foundation| |217|Jamshedpur Football and Sporting Private Limited| |218|Bhubaneshwar Power Private Limited| |219|Angul Energy Limited| |220|Tata Steel Support Services Limited| |221|Bhushan Steel (South) Ltd.| |222|Tata Steel Technical Services Limited| |223|Bhushan Steel (Australia) PTY Ltd.| |224|Bowen Energy PTY Ltd.| |225|Bowen Coal PTY Ltd.| |226|Bowen Consolidated PTY Ltd.| |227|Creative Port Development Private Limited| |228|Subarnarekha Port Private Limited| |229|Ceramat Private Limited| |230|Tata Steel TABB Limited| |231|S & T Mining Company Limited| |232|Medica TS Hospital Pvt. Ltd.| |233|Neelachal Ispat Nigam Limited| |234|The Indian Hotels Company Limited| |235|Piem Hotels Limited| |236|Benares Hotels Limited| |237|United Hotels Limited| |238|Roots Corporation Limited| |239|Inditravel Limited| |240|Taj Trade & Transport Company Limited| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |241|KTC Hotels Limited| |242|Northern India Hotels Limited| |243|Taj Enterprises Limited| |244|Skydeck Properties and Developers Private Limited| |245|Sheena Investments Private Limited| |246|ELEL Hotels and Investments Limited| |247|Luthria and Lalchandani Hotel and Properties Private Limited| |248|Ideal Ice & Cold Storage Company Limited| |249|Genness Hospitality Private Limited| |250|Qurio Hospitality Private Limited| |251|United Overseas Holdings Inc.| |252|St. James Court Hotel Limited| |253|Taj International Hotels Limited| |254|Taj International Hotels (H.K.) Limited| |255|Piem International (HK) Limited| |256|IHOCO BV.| |257|IHMS Hotels (SA)(Pty) Limited| |258|Kadisland Hospitality Private Limited| |259|Suisland Hospitality Private Limited| |260|Good Hope Palace Hotels Proprietary Limited| |261|Zarrenstar Hospitality Private Limited| |262|The Tata Power Company Limited| |263|Tata Power Delhi Distribution Limited| |264|NDPL Infra Limited| |265|TP Ajmer Distribution Limited| |266|Tata Power Jamshedpur Distribution Limited| |267|Tata Power Solar Systems Limited| |268|Chirasthayee Saurya Limited| |269|Tata Power Trading Company Limited| |270|Maithon Power Limited| |271|Tata Power Green Energy Limited| |272|Tata Power Renewable Energy Limited| |273|TP Wind Power Limited| |274|Supa Windfarm Limited| |275|Nivade Windfarm Limited| |276|Poolavadi Windfarm Limited| |277|Vagarai Windfarm Limited| |278|Walwhan Renewable Energy Limited| |279|Walwhan Solar MP Limited| |280|Walwhan Solar PB Limited| |281|Walwhan Solar TN Limited| |282|Walwhan Wind RJ Limited| |283|Clean Sustainable Solar Energy Private Limited| |284|MI Mysolar24 Private Limited| |285|Walwhan Solar BH Limited| |286|Walwhan Solar MH Limited| |287|Walwhan Solar AP Limited| |288|Walwhan Solar KA Limited| |289|Walwhan Energy RJ Limited| |290|Walwhan Urja Anjar Limited| |291|Walwhan Solar RJ Limited| |292|Northwest Energy Private Limited| # Integrated Annual Report 2022-23 # Notice |Sr.
+"No.|Name| |---|---| |293|Walwhan Solar Raj Limited| |294|Solarsys Renewable Energy Private Limited| |295|Dreisatz Mysolar 24 Private Limited| |296|Walwhan Urja India Limited| |297|Walwhan Solar Energy GJ Limited| |298|Nelco Limited| |299|Nelco Network Products Limited| |300|Trust Energy Resources Pte. Limited| |301|PT Sumber Energi Andalan TBK| |302|Tata Power International Pte. Ltd.| |303|Far Eastern Natural Resources LLC| |304|Khopoli Investments Limited| |305|Bhivpuri Investments Limited| |306|Bhira Investments Pte Limited| |307|TP Renewable Microgrid Limited| |308|TP Solapur Limited| |309|TP Kirnali Limited| |310|TP Central Odisha Distribution Limited| |311|TP Kirnali Solar Limited| |312|TP Solapur Solar Limited| |313|TP Saurya Ltd| |314|TP Akkalkot Renewable Ltd| |315|TP Roofurja Renewable Limited| |316|TP Western Odisha Distribution Limited| |317|TP Southern Odisha Distribution Limited| |318|TP Northern Odisha Distribution Limited| |319|TP Solapur Saurya Limited| |320|PT Andalan Group Power| |321|PT Sumber Power Nusantara| |322|PT Indopower Energi Abadi| |323|PT Andalan Power Teknikatama| |324|TP Solar Limited| |325|TP Nanded Limited| |326|TP Green Nature Limited| |327|TP Adhrit Solar Limited| |328|TP Arya Saurya Limited| |329|TP Saurya Bandita Limited| |330|TP Ekadash Limited| |331|TP Govardhan Creatives Limited| |332|TP Narmada Solar Limited| |333|TP Bhaskar Renewables Limited| |334|TP Atharva Solar Limited| |335|TP VIVAGREEN LIMITED| |336|TP VARDHAMAN SURYA LIMITED| |337|TP Kaunteya Saurya Limited| |338|Trent Limited| |339|Nahar Retail Trading Services Limited| |340|Fiora Business Support Services Limited| |341|Trent Global Holdings Limited| |342|Fiora Hypermarket Limited| |343|Fiora Online Limited| |344|Booker India Limited| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |345|Booker Satnam Wholesale Limited| |346|Voltas Limited| |347|Voltas Netherlands B.V.| |348|Lalbuksh Voltas Engineering Services & Trading L.L.C.| |349|Weathermaker FZE| |350|Saudi Ensas Company for Engineering Services W.L.L.| |351|Universal MEP Projects & Engineering Services Limited| |352|Voltas Qatar W.L.L.| |353|Voltas Oman SPC| |354|Universal MEP Projects Pte Limited| |355|Agro Foods Punjab Limited| |356|Westerwork Engineers Limited| |357|HI-Volt Enterprises Pvt. Ltd.| |358|Titan Company Limited| |359|TCL Watches Switzerland AG| |360|Titan Engineering & Automation Limited| |361|Titan Watch Company Hong Kong Limited| |362|CaratLane Trading Private Limited| |363|Titan Holdings International FZCO| |364|Titan Global Retail L.L.C| |365|Titan Commodity Trading Limited| |366|StudioC Inc| |367|TEAL USA Inc| |368|TCL North America Inc| |369|Titan International QFZ LLC| |370|Ferbine Private Limited| |371|Amalgamated Plantations Private Limited| |372|Lokmanaya Hospital Private Limited| |373|Novalead Pharma Private Limited| |374|Vortex Engineering Private Limited| |375|Sea6 Energy Private Limited| |376|Alef Mobitech Solutions Private Limited| |377|Tema India Limited| |378|Kapsons Industries Private Limited| |379|Tata Technologies Limited| |380|TVS Supply Chain Solutions Limited| |381|Fincare Business Services Limited| |382|Tata Projects Limited| File: AR_TCS_2022_2023.md |383|Artson Engineering Limited (AEL)| |384|Ujjwal Pune Limited| |385|TPL-CIL Construction LLP| |386|TCC Construction Private Limited| |387|TP Luminaire Private Limited| |388|TQ Cert Services Private Limited| |389|TQ Services Europe GmbH| |390|Industrial Quality Services, LLC Oman| |391|Ind Project Engineering (Shanghai) Co Ltd| |392|TPL-Asara Engineering South Africa (Proprietary) Limited| |393|TPL INFRA PROJECTS (BRAZIL) PROJETOS DE INFRAESTRUTURA E ENGENHARIA LTDA| |394|Anderson Diagnostic Services Pvt. Ltd.| |395|Indusface Private Limited| |396|Linux Laboratories Private Limited| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |397|Fincare Small Finance Bank Limited| |398|Atulaya Healthcare Private Limited| |399|Cnergyis Infotech India Private Limited| |400|Deeptek Inc, a Delaware Corporation| |401|Speech and Software Technologies (India) Private Limited| |402|The Associated Building Company Limited| |403|Tata Enterprises (Overseas) AG| |404|Tata Motors (SA) (Proprietary) Limited| |405|A.O. Avron| |406|United Telecom Limited| |407|STT Global Data Centres India Private Limited| |408|Smart ICT Services Private Limited| |409|Cellcure Cancer Centre Private Limited| |410|Tata Overseas Development Co. Ltd.| |411|Inter Consumer Goods AG| |412|Tata International UK Ltd.| |413|Strategic Energy Technology Systems Private Limited| |414|Tata AIA Life Insurance Company Limited| |415|Tata Play Limited| |416|Actve Digital Services Private Limited| |417|Tata Play Broadband Private Limited| |418|TSBB Voice Private Limited| |419|Tata Industries Limited| |420|Qubit Investments Pte. Limited| |421|Flisom - AG| |422|915 Labs Inc| |423|Flisom Hungary Kft| |424|Smart ClassEdge Systems Limited| |425|HELA Systems Private Limited| |426|Tata Lockheed Martin Aerostructures Limited| |427|Tata Sikorsky Aerospace Limited| |428|Tata Boeing Aerospace Limited| |429|LTH Milcom Private Limited| |430|Arvind and Smart Value Homes LLP| |431|Sohna City LLP| |432|Kolkata-One Excelton Private Limited| |433|Sector 113 Gatevida Developers Private Limited| |434|One Bangalore Luxury Projects LLP| |435|Land kart Builders Private Limited| |436|Pune Solapur Expressways Private Limited| |437|Arrow Infraestate Pvt Limited| |438|Gurgaon Constructwell Private Limited| |439|Gurgaon Realtech Limited| |440|Infopark Properties Limited| |441|Mikado Realtors Private Limited| |442|Industrial Minerals and Chemicals Company Private Limited| |443|Pune IT City Metro Rail Limited| |444|Tata Ficosa Automotive Systems Private Limited| |445|Tata AutoComp GY Batteries Private Limited| |446|Air International TTR Thermal Systems Private Limited| |447|Tata Autocomp Katcon Exhaust Systems Private Limited| |448|TM Automotive Seating Systems Private Limited| # iii. List of subsidiaries of Tejas Networks Limited as on March 31, 2023 |Sr. No.|Name| |---|---| |1|Tejas Communication Pte Limited| |2|Tejas Communications (Nigeria) Limited| |3|Saankhya Labs Private Limited| |4|Saankhya Labs Inc| |5|Saankhya Strategic Electronics Private Limited| # iv. List of subsidiaries of Tata Motors Limited and Jaguar Land Rover Limited as on March 31, 2023 |Sr."
+"No.|Name| |---|---| |1|TML Business Services Limited| |2|Tata Motors European Technical Centre PLC| |3|Tata Motors Insurance Broking and Advisory Services Limited| |4|TMF Holdings Limited| |5|TML Holdings Pte. Limited| |6|Tata Hispano Motors Carrocera S.A.| |7|Tata Hispano Motors Carrocerries Maghreb SA| |8|Trilix S.r.l.| |9|Tata Precision Industries Pte. Limited| |10|Tata Technologies Limited| |11|Tata Motors Body Solutions Limited (Name changed from Tata Marcopolo Motors Limited w.e.f. December 30, 2022)| |12|Jaguar Land Rover Technology and Business Services India Private Limited| |13|TML CV Mobility Solutions Limited| |14|Tata Daewoo Commercial Vehicle Company Limited| |15|Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited| |16|Tata Motors (Thailand) Limited| |17|Tata Motors (SA) (Proprietary) Limited| |18|PT Tata Motors Indonesia| |19|PT Tata Motors Distribusi Indonesia| |20|Jaguar Land Rover Automotive plc| |21|Jaguar Land Rover Holdings Limited| |22|Jaguar Land Rover Limited| |23|Jaguar Land Rover Austria GmbH| |24|Jaguar Land Rover Japan Limited| |25|JLR Nominee Company Limited| # Integrated Annual Report 2022-23 # Notice |Sr. No.|Name| |---|---| |26|Jaguar Land Rover Deutschland GmbH| |27|Jaguar Land Rover North America LLC| |28|Jaguar Land Rover Nederland BV| |29|Jaguar Land Rover Portugal- Veículos e Peças, Lda.| |30|Jaguar Land Rover Australia Pty Limited| |31|Jaguar Land Rover Italia Spa| |32|Jaguar Land Rover Korea Company Limited| |33|Jaguar Land Rover (China) Investment Co. Limited| |34|Jaguar Land Rover Canada ULC| |35|Jaguar Land Rover France, SAS| |36|Jaguar Land Rover (South Africa) (Pty) Limited| |37|Jaguar e Land Rover Brasil Indústria e Comércio de Veículos LTDA| |38|Limited Liability Company ""Jaguar Land Rover"" (Russia)| |39|Jaguar Land Rover (South Africa) Holdings Limited| |40|Jaguar Land Rover Ventures Limited| |41|Jaguar Land Rover India Limited| |42|Jaguar Land Rover Espana SL| |43|Jaguar Land Rover Belux NV| |44|Jaguar Cars South Africa (Pty) Limited| |45|Jaguar Cars Limited| |46|Land Rover Exports Limited| |47|Land Rover Ireland Limited| |48|The Daimler Motor Company Limited| |49|Daimler Transport Vehicles Limited| |50|S.S. Cars Limited| |51|The Lanchester Motor Company Limited| |52|Shanghai Jaguar Land Rover Automotive Services Company Limited| |53|Jaguar Land Rover Pension Trustees Limited| |54|Jaguar Land Rover Slovakia s.r.o| |55|Jaguar Land Rover Singapore Pte. Ltd.| |56|Jaguar Racing Limited| |57|InMotion Ventures Limited| |58|In-Car Ventures Limited| |59|InMotion Ventures 2 Limited| |60|InMotion Ventures 3 Limited| |61|Jaguar Land Rover Colombia S.A.S| |62|Jaguar Land Rover Ireland (Services) Limited| |63|Jaguar Land Rover Taiwan Company Limited| |64|Jaguar Land Rover Servicios México, S.A. de C.V.| |65|Jaguar Land Rover México, S.A.P.I. de C.V.| |66|Jaguar Land Rover Classic USA LLC| |67|Tata Technologies Pte Limited| |68|Tata Technologies (Thailand) Limited| |69|Tata Manufacturing Technologies (Shanghai) Co. Limited| |70|INCAT International Plc.| |71|Tata Technologies Gmbh| |72|Tata Technologies Europe Limited| |73|Tata Technologies Nordics AB| # List of subsidiaries of the Company (other than wholly owned subsidiaries) as on March 31, 2023 |Sr. No.|Name| |---|---| |1|APTOnline Limited| |2|C-Edge Technologies Limited| |3|MahaOnline Limited| |4|MP Online Limited| |5|Tata Consultancy Services Japan, Ltd.| # List of subsidiaries of the Company |Sr. No.|Name| |---|---| |74|Tata Technologies Inc.| |75|Tata Technologies de Mexico, S.A. de C.V.| |76|Cambric Limited| |77|Tata Technologies SRL Romania| |78|Tata Motors Finance Solutions Limited| |79|Tata Motors Finance Limited| |80|Jaguar Land Rover Hungary KFT| |81|Jaguar Land Rover Classic Deutschland GmbH| |82|Brabo Robotics and Automation Limited| |83|Bowler Motors Limited| |84|Jaguar Land Rover (Ningbo) Trading Co. Limited| |85|Tata Motors Passenger Vehicles Limited| |86|Tata Passenger Electric Mobility Limited| |87|TML Smart City Mobility Solutions Limited| |88|TML Smart City Mobility Solutions (J&K) Private Limited| # Directors' Report To the Members, The Directors present this Integrated Annual Report of Tata Consultancy Services Limited (the Company or TCS) along with the audited financial statements for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results | |Standalone|Standalone|Consolidated|Consolidated| |---|---|---| |Financial Year|2022-23 (FY 2023)|2021-22 (FY 2022)|2022-23 (FY 2023)|2021-22 (FY 2022)| |Revenue from operations|1,90,354|1,60,341|2,25,458|1,91,754| |Other income|5,328|7,486|3,449|4,018| |Total income|1,95,682|1,67,827|2,28,907|1,95,772| |Expenses| | | | | |Operating expenditure|1,39,357|1,14,096|1,66,199|1,38,697| |Depreciation and amortisation expense|3,940|3,522|5,022|4,604| |Total expenses|1,43,297|1,17,618|1,71,221|1,43,301| |Profit before finance costs and tax|52,385|50,209|57,686|52,471| |Finance costs|695|486|779|784| |Profit before tax|51,690|49,723|56,907|51,687| |Tax expense|12,584|11,536|14,604|13,238| |Profit for the year|39,106|38,187|42,303|38,449| |Attributable to:| | | | | |Shareholders of the Company|39,106|38,187|42,147|38,327| |Non-controlling interests|NA|NA|156|122| |Opening balance of retained earnings|68,949|70,928|78,158|79,586| |Closing balance of retained earnings|62,228|68,949|74,722|78,158| # 2. Return of surplus funds to Shareholders In line with the practice of returning 80 to 100 percent free cash flow to shareholders and based on the Company's performance, the Directors have declared three interim dividends of ₹8 per equity share and a special dividend of ₹67 aggregating to ₹91 per equity share involving a cash outflow of ₹33,297 crore during the year. The Directors have also recommended a final dividend of ₹24 per equity share, the final dividend on equity shares, if approved by the Members, would involve a cash outflow of ₹8,782 crore."
+"The total shareholders payout excluding the buyback tax of ₹4,192 crore paid at the beginning of FY 2023, would involve a total cash outflow of ₹42,079 crore at ₹115 per equity share, resulting in a dividend payout of 107.6 percent of the standalone profits of the Company. For FY 2022, the Company paid a total dividend of ₹43 per equity share, which resulted in an outflow of ₹15,818 crore and a dividend payout of 41.4 percent of the standalone profits of the Company. In addition to the above, the Company bought back 4,00,00,000 equity shares at a price of ₹4,500 per equity share for an aggregate consideration of ₹18,000 crore. The offer size of the buyback was 21.03 percent and 19.06 percent of the aggregate paid-up equity share capital and free reserves as per audited condensed standalone interim financial statements and audited condensed consolidated interim financial statements of the Company as at December 31, 2021, respectively. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") is available on the Company's website at https://on.tcs.com/Dividend. # 3. Transfer to reserves The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was ₹62,228 crore. # 4. Company's performance On a consolidated basis, the revenue for FY 2023 was ₹2,25,458 crore, higher by 17.6 percent over the previous year's revenue of ₹1,91,754 crore. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and FY 2022 was ₹42,303 crore and ₹38,449 crore, respectively. The PAT attributable to shareholders for FY 2023 was ₹42,147 crore registering a growth of 10.0 percent over the PAT of ₹38,327 crore in FY 2022. On a standalone basis, the revenue for FY 2023 was ₹1,90,354 crore, higher by 18.7 percent over the previous year's revenue of ₹1,60,341 crore in FY 2022. The PAT attributable to shareholders in FY 2023 was ₹39,106 crore registering a growth of 2.4 percent over the PAT of ₹38,187 crore in FY 2022. # 5. Quality initiatives The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices and mature business continuity management. The relevance of TCS' integrated Quality Management System (iQMS™) is continually evaluated for new service offerings, emerging delivery methodologies, industry best practices and latest technologies, and adequately upgraded to provide outstanding value and experience to its customers. TCS has successfully achieved Maturity Level 5 in CMMI Enterprise Wide assessment for Development. TCS has successfully completed the annual ISO surveillance audit and has been recommended for continuation of its enterprise-wide certification. TCS's enterprise ISO certification scope includes conformance to the following globally recognized standards: ISO 9001:2015 (Quality Management), ISO 20000-1:2018 (IT Service Management), ISO 22301:2019 (Business Continuity Management), ISO 27001:2013 (Information Security Management), ISO 27017:2015 (Information Security Controls for Cloud Services), ISO 27018:2019 (Protection of PII in Public Clouds as PII Processors), ISO 27701:2019 (Privacy Information Management Systems), AS 9100:2016 (Aerospace Industry), ISO 13485:2016 (Medical Devices) and TL 9000-SV R6.2/R5.7 (Telecom Industry). The customer-centricity, focus on their growth and transformation, rigor in operations and commitment to delivery excellence have resulted in sustained high customer satisfaction levels in the periodic surveys conducted by the Company. This is validated by top rankings in third party surveys as well. TCS achieved the top position in Whitelane customer satisfaction survey for the tenth consecutive year, with an overall satisfaction score of 83 percent compared to the industry average of 75 percent. TCS has received multiple external awards this year, in the areas of quality and data privacy. TCS won the Data Security Council of India (DSCI) Excellence Award 2022 in category Best Privacy Practices in Organization, two years in a row; PICCASO Privacy Awards Europe 2022 for Best Privacy Programme; Gold award won by BFSI Cognitive Business Operations- IT IS Team in 8th National Institute for Quality and Reliability (NIQR) Annual Six Sigma/Task Achievement Competition; Customer Experience Team of the Year Award by Global Sourcing Association - UK. # 6. Subsidiary companies On March 31, 2023, the Company has 51 subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). On May 18, 2022, Tata Consultancy Services Asia Pacific Pte. Ltd."
+"acquired additional 6.8 percent ownership interest in Tata Consultancy Services (China) Co., Ltd. (TCS China) thereby making it a wholly owned subsidiary. Tata Consultancy Services Danmark ApS was liquidated effective July 27, 2022. On March 16, 2023, TCS China acquired 100 percent ownership interest in TCS Financial Solutions (Beijing) Co., Ltd. from TCS Financial Solutions Australia Pty Limited. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.tcs.com/investor-relations. # 7. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; # iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; # iv. They have prepared the annual accounts on a going concern basis; # v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; # vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023. # 8. Directors and key managerial personnel As on March 31, 2023, the Company has nine Directors comprising of two Executive Directors and seven Non-Executive Directors out of which five are Independent Directors. There are two women directors. On April 16, 2022, the Members approved the re-appointment of Rajesh Gopinathan (DIN 06365813) and N G Subramaniam (DIN 07006215) as the CEO and MD and COO and ED, respectively. On February 12, 2023, the Members approved the re-appointment of Dr Pradeep Kumar Khosla (DIN 03611983) as an Independent Director. In the opinion of the Board, he is a person of integrity, fulfils requisite conditions as per applicable laws and is independent of the management of the Company. Rajesh Gopinathan would relinquish his position of CEO and MD of the Company with effect from June 1, 2023. The Board places on record its appreciation of the invaluable services of Rajesh Gopinathan as the CEO and MD. The Board appointed K Krithivasan (DIN 10106739) as the Chief Executive Officer Designate with effect from March 16, 2023 and as CEO and MD with effect from June 1, 2023 for a period of five years, subject to approval of the Members at the ensuing Annual General Meeting (AGM). K Krithivasan heads the Banking, Financial Services, and Insurance (BFSI) Business Group at the Company and has been part of the global technology sector for over 34 years, having joined the Company in 1989. Aarthi Subramanian (DIN 07121802) retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders' approval for their appointment/re-appointment along with other required details forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations."
+"There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. Pursuant to the provisions of Section 203 of the Act, Rajesh Gopinathan, CEO and MD, N G Subramaniam, COO and ED, Samir Seksaria, Chief Financial Officer and Pradeep Manohar Gaitonde, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2023. # 9. Number of meetings of the Board Six meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. # 10. Board evaluation The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee. meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. # 11. Policy on directors' appointment and remuneration and other details The Company's policy on appointment of directors is available on the Company's website at https://on.tcs.com/ApptDirectors. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company's website at https://on.tcs.com/remuneration-policy. # 12. Corporate Social Responsibility (CSR) TCS' CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://on.tcs.com/Global-CSR-Policy. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. # 13. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 14. Audit committee The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. # 15. Auditors At the twenty-seventh AGM held on June 9, 2022, the Members approved the re-appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-second AGM to be held in the year 2027. # 16. Auditor's report and Secretarial audit report The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II. # 17."
+"Risk management The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 18. Vigil Mechanism The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company's website at https://on.tcs.com/WhistleBP. # 19. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements. # 20. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023 and hence does not form part of this report. Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions is being placed at the AGM. # 21. Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website at https://on.tcs.com/annualreturn-22-23. # 22. Particulars of employees The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: # a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year: |Name|Ratio to median remuneration|% increase in remuneration in the financial year| |---|---|---| |Non-executive Directors:| | | |N Chandrasekaran*|-|-| |O P Bhatt|41.16|10.41| |Aarthi Subramanian#|-|-| |Dr Pradeep Kumar Khosla|37.10|10.80| |Hanne Sorensen|37.32|11.46| |Keki Mistry|41.03|9.80| |Don Callahan|37.23|10.76| |Executive Directors:| | | |Rajesh Gopinathan|427.10|13.17| |N G Subramaniam|345.68|14.08| |Chief Financial Officer:| | | |Samir Seksaria|-|$| |Company Secretary:| | | |Pradeep Manohar Gaitonde|-|$| * As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. # In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company and hence not stated. $ Remuneration received in FY 2023 is not comparable with remuneration received in FY 2022 (for part of the year) and hence not stated. # b. The percentage increase in the median remuneration of employees in the financial year is 5.11 percent. # c. The number of permanent employees on the rolls of Company are 6,14,795. # d. The average annual increase was in the range of 5-8 percent in India. However, during the course of the year, the total increase is in the range of 6-9 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 1.5 to 5.5 percent. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects the Company's performance, the performance pay is also linked to organization performance and individual utilization in addition to individual performance. Increase in the managerial remuneration for the year was 13.58 percent. # e. The Company affirms that the remuneration is as per the remuneration policy of the Company. # f. File: AR_TCS_2022_2023.md The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure."
+"In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. # 23. Integrated Report The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, intellectual capital, human capital, social capital and natural capital. # 24. Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report (""BRSR"") form part of the Director's Report. The BRSR indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. # 25. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 26. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy The Company is committed towards conservation of energy and climate action which is reaffirmed in its Environmental Sustainability policy (https://on.tcs.com/Environmental-Sustainability). During the year, several initiatives were aligned to achieve the carbon targets which included those in building and IT infrastructure. Initiatives in building infrastructure included higher energy efficiencies in heating, ventilation, and air conditioning (HVAC) systems, uninterruptible power supply (UPS), LEDs, motors, chillers and Energy Monitoring and Analytics (Clever Energy + Resource Optimization Center) which resulted in energy savings of 4,219 MWh, equivalent to 3,016 tCO2e reduction during FY 2023. Initiatives in green IT focussed on data center and IT device consolidation and optimization to reduce the carbon footprint. Our data centers had a weighted average power utilisation effectiveness (PUE) of 1.66 during the year. In addition to this, the Company ensures energy efficiency of the equipment it procures. The Company continues to leverage the TCS' IoT-based Real-time Energy Management System (TCS Clever EnergyTM) that involves real time monitoring to optimization of operational energy efficiency across all offices. The roof top solar photo voltaic installations this year remained at 10.2 MWp contributing to 3.44 percent of total electricity use in the reporting year. The Company increased the renewable energy procurement through switch over to green tariffs for its operations in several states in India and addition to open access power purchase agreements (PPA). The renewable energy procurement has resulted in an increase in renewable energy use to 55.2 percent of total energy use. TCS is certified to ISO 50001:2018 standards for Energy Management Systems (EnMS) across 19 campuses in India of which 14 campuses were included in FY 2023 ensuring our commitment to energy conservation and management. The above energy efficiency and renewable energy procurement efforts helped achieve a year-on-year reduction in absolute carbon footprint (across Scope 1 and Scope 2) of TCS' global operations by 12.4 percent. The Company has achieved a 71 percent reduction in absolute emissions (Scope 1 and Scope 2) when compared to the base year of FY 2016 thereby achieving the 2025 target (of 70 percent reduction) ahead of time. The electricity consumption across TCS operations increased by 33.3 percent compared to FY 2022. This is due to increased resumption of operations in FY 2023 compared to FY 2022 and inclusion of 22 locations globally in the reporting boundary during the current year. The Company has achieved carbon neutrality across Scope 1 and Scope 2 in Asia Pacific*, Europe, North America, UK & Ireland**, Latin America, Middle East & Africa regions during the reporting year. Continued focus on the above initiatives will enable steer the Company towards achieving its carbon target to become net zero by 2030. # Technology absorption, adoption and innovation Research & Development (R&D): Specific areas in which R&D was carried out by the Company."
+"With innovation being central to the Company's purpose statement TCS Research, TCS PACE™ and TCS Co-Innovation Network(COIN)™ adopted many initiatives to address customer needs and create impact. In its fifth decade, TCS Research continued to expand its foundational research in computing, and its intersection with the sciences. As part of physical sciences research, TCS focused on formulation of new materials with applications in batteries, catalysis and industrial effluents. Teams also worked on carbon capture, digital twins for continuous manufacture of biopharma, and emission reduction in industries. Generative Design research and realisation of this with complex problems with customers showed that algorithmic methods, including AI, can transform early stage design of complex systems with significant benefits over the traditional methods. In the life sciences area, the Company explored generative design across drug design and synthesis, molecules and formulations, and manufacturing processes. TCS Research used diffusion models as well as large language models for computational creativity. The software research teams worked on learning aided adaptive software, digital transformation of applications, and AI in the software development lifecycle and data analytics. Cyber security remains an important area of focus. # Directors' Report Research; AI for cybersecurity, privacy enabled service operations, privacy preserving biometrics and trustworthy AI initiatives are in progress. Research in AI was oriented around the latest in Generative Large Language Models, to create techniques for controlled code generation, question answering, consistent image generation, solving optimisation problems and other core AI problems. The Company expanded its space tech research, working on on-board computing for remote sensing satellites to reduce data and bandwidth for ground communication; it is also leveraging neuromorphic computing for low power computing at the edge. In the area of embedded devices and intelligent systems, research continued solving customer problems in machine, material, infrastructure, and people sensing, using AIoT and edge computing. Teams also worked on meta materials for next gen communications, computational sensing/imaging and neuromorphic computing. TCS deepened its expertise in heterogeneous computing. The high performance computing team is working on accelerating runtime performance of computing systems while minimizing energy consumption and costs. Quantum computing, resilience on cloud with data residency, compliance and security on cloud are other areas of focus. In the area of behavioural and business sciences, the Company created tools for emotional wellbeing of employees, studied consumer behaviour in retail and gamified learning. Research also provided intervention options for caregivers of elders in connected homes. Quantum computing initiatives progressed with Proofs of Concepts and customer engagements. Research based offerings in robotics are moving to deployment for logistics and warehouses. TCS' Digital twins are now integrating industrial, data driven, physics-based and enterprise models to offer comprehensive insights to customers. TCS' IP based offerings made headway. TCS TwinX™, an AI powered enterprise digital twin platform for risk-free business simulations, is available on Google Cloud. The Company's substantial Investments in IP, as in MFDM™, TCS Cognix™, ignio™, Pace Ports™, and Dedicated Cloud Units, was seen as a key strength by analysts. TCS Avapresence, a cloud-based virtual event platform with extended reality(XR) elements, was leveraged by customers for product launches. TCS Conversa™ and TCS GoSafe™ have multiple implementations across the globe; TCS CrystallusTM adoption and Industry Innovations continue to resonate well with customers in their enterprise transformation journey. Semiconductor engineering, 5G engineering and software product engineering services made a mark and won awards. The Company's research and innovation in meta-material-based antenna, network softwarization and desegregation, expanded the opportunity pipeline. TCS contributed in the area of interoperability of ORAN sub-systems. It contributed to the Chromite Core community in processor design and verification areas. The Company's Pace Ports™ are spaces that connect customers to all of TCS' organizational capabilities in innovation, technology, and industry expertise. The Company inaugurated two Pace Ports this year: TCS Pace Port™ Pittsburgh, on the Carnegie Mellon University campus; and TCS Pace Port™ Toronto. TCS and Boots launched an innovation hub, INNOVATE Powered by TCS Pace™, at the Boots Nottingham headquarters. TCS forged a major applied engineering and research partnership with The National Robotarium, UK's largest and most advanced AI and robotics research centre. TCS launched a Quantum Computing Lab on AWS. TCS COINTM expanded its global footprint. It now has over 2,700 start-ups in the network and 80+ active academic partnerships. COIN Business Accelerator, a high-touch program with emerging tech companies, has kicked off its 3rd cohort. The Accelerator is playing an instrumental part in TCS' ecosystem strategy, increasing its innovation footprint, and winning deals."
+"In keeping with the Company's commitment to social responsibility and sustainability, TCS Research continued its focus on energy, circularity, and development related projects. These have won appreciation from analysts. TCS' Clever Energy was launched on Google Cloud. TCS' futuristic accessibility research was also lauded. Barclays leveraged TCS' VHAB, a gamified assistive tech offering, to help children with special needs. The Digital farming Initiative enabled carbon sequestration in agriculture. TCS' energy research teams worked on smart grids, the EV ecosystem, the energy internet, and carbon market. TCS conducted several sustainathons to create pools of ideas to address social issues. TCS Sustainathon South Africa 2022 focused on nutrition and food security for underprivileged South African children. Another sustainathon was launched in UK and Ireland with University of Glasgow to Develop Sustainable Technology Solutions that support businesses. The Digital Impact Square, that encourages innovation using digital technologies to address social challenges, onboarded many new projects selected from 900+ applications. DiSQ expanded its ecosystem with more network partners. Several companies within the purview of DiSQ have won awards. The TCS Research Scholarship Program, that completed 10 years, has been extended. In keeping with the Company's belief of building greater futures through innovation and collective knowledge, Research and Innovation initiatives to foster a culture of creativity continued this year. An organization-wide incubation bootcamp to encourage and support entrepreneurial ideas in areas of Space Tech, Future of Software, Sustainability, Financial Crime and Compliance was held. To further scale out the concept of Rapid Labs, ""Build your own Rapid"" initiative was held, mentoring teams to create labs that can deliver quick MVPs for customer requests. The TCS Innovista 2022 contest drew # Directors' Report 10,000+ innovative entries. TCS won four awards in the Tata Innovista 2022 finals. TCS CodeVita completed a decade of engaging students with programming as a sport. Season 10 saw participation of 100,000+ students from 87 countries and was one of the most competitive finales in the contest's history. TCS OmniStore TM and TCS OptumeraTM won Stevies at the International Business Awards 2022 in the AI/ML solution category. TCS won gold in the category 'Smart Technology- Electricity Transmission' at Indian Smart Grid Forum (ISGF) Innovation Awards 2023. VidyutVanika created in collaboration with IIIT Hyderabad won at the international smart grid competition PowerTAC 2022. TCS' Digital Farming Initiatives won the NASSCOM Enterprise Cloud Awards '22. ignio™ AIOps was awarded significant industry accolades. TCS continues to contribute to standards in areas such as environmental engineering, cyber security, cyber resilience, Internet of Things, smart cities, software architecture, quantum computing & communication, accessibility of ICT for the differently abled, AI and FinTech-RegTech. The Company's intellectual property grew with 260+ publications and presentations in top-tier journals and conferences. As of March 31, 2023, 7305 patents have been filed (cumulatively) by the Company and 2878 have been granted. TCS won many awards relating to IP, including the Asia IP Elite Award 2022 for being an exemplar of IP value creation. # Future course of action: TCS will continue to scale the Patents, Products and Platforms strategy across the organization, harnessing the collective knowledge and creativity of internal teams and of partners to deliver innovative solutions for customers. # Expenditure on R&D: TCS research and innovation centres are located in India and other parts of the world. The research centres in India, as certified by Department of Scientific & Industrial Research (DSIR), function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2023 and FY 2022 are given below: | |Expenditure on R&D and innovation|Standalone| |Consolidated| | |---|---|---|---|---|---| | | |FY 2023|FY 2022|FY 2023|FY 2022| |a.|Capital|1|-*|1|-*| |b.|Recurring|375|337|380|341| |c.|Total R&D expenditure (a+b)|376|337|381|341| |d.|Innovation center expenditure|2,048|1,841|2,119|1,901| |e.|Total R&D and innovation expenditure (c+d)|2,424|2,178|2,500|2,242| |f.|R&D and innovation expenditure as a percentage of total turnover|1.3%|1.4%|1.1%|1.2%| *Represents value less than ₹0.50 crore # Foreign exchange earnings and outgo Export revenue constituted 94.3 percent of the total standalone revenue in FY 2023 (94.0 percent in FY 2022). |Foreign exchange|FY 2023|FY 2022| |---|---|---| |a. Foreign exchange earnings|1,83,412|1,55,240| |b. CIF Value of imports|144|216| |c. Expenditure in foreign currency|75,786|63,689| # Acknowledgements The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the TCS family."
+"On behalf of the Board of Directors N Chandrasekaran Chairman DIN 00121863 Mumbai, April 12, 2023 # Annexure I # Annual Report on CSR Activities # 1. Brief outline on CSR Policy of the Company TCS' CSR vision is to empower people and communities, building self-reliance through purpose and technology while ensuring the values of fairness, equity, and respect for human rights. The Company remains steadfast in its mission to connect people to opportunities in the digital economy while building equitable, inclusive pathways for all - especially women, youth, and marginalized groups. TCS invests in addressing the most pressing needs of the community through various CSR initiatives and programs across globe aligned with the U.N. Sustainable Development Goals, against the primary focus areas of education, skilling, employment, and entrepreneurship. With a focus on bridging the access to opportunity gap, the Company also invests in social innovation and community projects targeted at marginalized sections of society. The Company invests in basic health and wellness, water sanitation and hygiene, conservation, and disaster relief efforts to support the basic needs of communities across the globe. By applying its resources towards communities that need it the most, TCS ensures equitable access. The Company's CSR strategy incorporates an inclusive approach into the design of every program. In India this is also aligned to its support of the Government of India's Affirmative Action Policy and the Tata Group's Affirmative Action Program. With a view to grow the capacity of grassroot organizations and the knowledge base of community issues, TCS also invests in strategic partnerships, research, and insights and in providing pro-bono technology consulting. To achieve transformational impact, TCS leverages the best of the Company's capabilities - its intellectual, technology, human and financial capital. TCS aims to create innovative solutions to societal challenges applying its contextual knowledge while harnessing the expertise of a diverse network of leaders; execute and scale programs using its technology capabilities; engage its large employee base to volunteer their time, skills and expertise as last-mile connectors and make impact investments in large scale, sustainable, multi-year programs that empower communities. The projects undertaken are within the broad framework of Schedule VII to the Act. # 2. Composition of the CSR committee: |Sr. No.|Name of Director|Designation/Nature of Directorship|Number of meetings held during the year|Number of meetings of CSR Committee attended during the year| |---|---|---|---|---| |1|N Chandrasekaran|Chairman, Non-independent Non-Executive Director|4|4| |2|O P Bhatt|Member, Independent, Non-Executive Director|4|4| |3|N G Subramaniam|Member, Non-Independent, Executive Director|4|4| # 3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the Company Composition of the CSR committee shared above and is available on the Company's website at https://www.tcs.com/corporate-governance. CSR policy- https://on.tcs.com/Global-CSR-Policy CSR projects- https://www.tcs.com/corporate-social-responsibility # 4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable TCS has been conducting internal impact assessments to monitor and evaluate its strategic CSR programs. The Company takes cognizance of Sub-Rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and has initiated impact assessment of BridgeIT - Development Focus project through an independent agency. The report is available on the Company's website at https://on.tcs.com/BridgeIT-2023. # 5. 1. (a) Average net profit of the Company as per sub-section (5) of Section 135: ₹38,662 crore 2. (b) Two percent of average net profit of the Company as per sub-section (5) of section 135: ₹773 crore 3. (c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: NIL 4. (d) Amount required to be set off for the financial year, if any: NIL 5. (e) Total CSR obligation for the financial year [5(b)+5(c)-5(d)]: ₹773 crore # 6. 1. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ₹775 crore 2. (b) Amount spent in Administrative Overheads: ₹8 crore 3. (c) Amount spent on Impact Assessment, if applicable: NIL 4. (d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: ₹783 crore 5. (e) CSR amount spent or unspent for the financial year: |Total Amount transferred to|Total Amount Spent for the Financial Year|Unspent CSR Account as per Section 135(6) of the Act| |---|---|---| |Amount|783|NIL| 6. (f) Excess amount for set off, if any: |Amount Unspent|Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5) of the Act| | |---|---|---| |Name of the Fund|Amount|Date of transfer| |-|NIL|-| |Sr."
+"No.|Particular|Amount| |---|---|---| |(i)|Two percent of average net profit of the Company as per Section 135(5)|773| |(ii)|Total amount spent for the Financial Year|783| |(iii)|Excess amount spent for the financial year [(ii)-(i)]|10| |(iv)|Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any|NIL| |(v)|Amount available for set off in succeeding financial years [(iii)-(iv)]|10| # 7. Details of Unspent CSR amount for the preceding three financial years: |Sr. No.|Preceding Financial Year|Amount transferred to Unspent CSR Account under Section 135(6)|Balance Amount in Unspent CSR Account|Amount spent in the Financial Year|Amount transferred to a Fund as specified under Schedule VII as per second proviso Section 135(5), if any|Amount remaining to be spent in succeeding financial years|Deficiency, if any| |---|---|---|---|---|---|---|---| |-|NIL|-|-|-|-|-|-| # 8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes No ˬte˥rˆte˟ ƪˬˬXˆO Report 202223 Directors' Report | 81 If Yes, enter the number of Capital assets created/ acquired : Not Applicable Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: |Sr. No.|Short particulars of the property or asset(s) [including complete address and location of the property]|Pincode of the property or asset(s)|Date of creation|Amount of CSR amount spent|Details of entity/Authority/Beneficiary of the registered owner|CSR Registration Number, if applicable|Name|Registered address| |---|---|---|---|---|---|---|---|---| |(1)|(2)|(3)|(4)|(5)|(6)| | | | |NIL|NIL|NIL|NIL|NIL|NIL|NIL|NIL|NIL| 9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) - Not Applicable Rajesh Gopinathan Chief Executive Officer and Managing Director DIN 06365813 N Chandrasekaran Chairman, Corporate Social Responsibility Committee DIN 00121863 Directors' Report | 82 # Annexure II # Form No. MR-3 # Secretarial Audit Report # for the financial year ended March 31, 2023 [Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2023 according to the applicable provisions of: 1. The Companies Act, 2013 (the Act) and the rules made thereunder; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 4."
+"Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period) (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (vi) Other laws applicable specifically to the Company namely:- 1. Information Technology Act, 2000 and the rules made thereunder; 2. Special Economic Zones Act, 2005 and the rules made thereunder; 3. Software Technology Parks of India rules and regulations 4. The Indian Copyright Act, 1957 5. The Patents Act, 1970 6. The Trade Marks Act, 1999 We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. 2. The Listing Agreements entered into by the Company with the Securities and Exchange Board of India Act, 1992 Directors' Report | 83 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. # We further report that: File: AR_TCS_2022_2023.md The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines etc. We further report that during the audit period no events occurred which had bearing on the Company's affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards etc. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327E000066844 PR No.: 1129/2021 Place: Mumbai Date: 12.04.2023 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. # Directors' Report Report 202223 # Annexure A To, The Members, Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, we have obtained the Management Representation about the Compliance of Laws, Rules and Regulations and happening of events etc. 5."
+"The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327E000066844 PR No.: 1129/2021 Place: Mumbai Date: 12.04.2023 Directors' Report | 85 # Global Spend on IT Services ($ Bn) |Management|USD Billion|1.4x| |---|---|---| | |1600|1,250| |Discussion and|800| | |Analysis|400|878| | |200| | | |100|2.4x| | |50|27.9| | | |11.6| | |10| | | |0|TCS Revenue $ Bn| Global GDP in FY 2023 was affected by the Russia-Ukraine war and resultant dislocations in supply chains, leading to surging food and energy inflation. Central banks raised interest rates sharply in response. As a result, the global GDP is estimated to have grown at a more subdued 3.4% in 2022, versus 5.9% in the prior year1. The outperformance may be attributed to market share gains resulting from TCS' longer-term, purpose-driven partnerships with its customers, its agile organization structure, and a very stable management team; its investments in organic talent development, research and innovation, intellectual property and in building newer capabilities that have helped expand wallet share with clients; and better execution resulting in greater customer satisfaction. Global technology spending on Enterprise software and IT services crossed the $2 trillion2 mark in 2022, growing 5.5% YoY. IT services grew 3.5% YoY, to $1,250 billion. This growth was led by accelerated cloud adoption, preference for external expertise due to severe talent scarcity, and expanding scope of digital transformation to cover more back-office operational areas. # TCS' Business # An Overview TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 55 years. It has a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, application services, digital transformation services, cloud services, engineering services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. The company leverages all these capabilities and its deep contextual knowledge of its customers' businesses to craft unique, high quality, high impact solutions designed to deliver differentiated business outcomes. These solutions are delivered using its Secure Borderless Workspaces™ (SBWS™) operating model which enables a highly distributed, Location Independent Agile™ delivery. TCS geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia Pacific, India and Middle-East Africa. TCS considers industry verticals as its primary go-to-market business segments. The key vertical clusters are: Banking, Financial Services and Insurance (BFSI), Communication, Media and Technology (CMT), Retail and Consumer Business, Life Sciences and Healthcare, Manufacturing and Others. # Strategy for Sustainable Growth3 Customer-centricity is at the heart of TCS' strategy, organization structure and investment decisions. TCS' customer-centric worldview helps spot trends early, embrace business opportunities by making the right investments and mitigating risks while discharging its social and environmental responsibilities. TCS has been broadening and deepening customer relationships by continually looking for new opportunities and newer areas in their businesses to add value, proactively investing in building newer capabilities, reskilling its workforce and launching newer services, solutions, products and platforms to address those opportunities. In the last few years, the company has been using its investments in research and innovation, its intellectual property and deep contextual knowledge of the customer's business and technology landscape to proactively pitch ideas and solutions designed to improve the client's topline and help drive competitive differentiation. These growth and transformation (G&T) engagements are higher value engagements catering to the needs of a broader set of stakeholders in the client organization, enjoying greater visibility within the CXO suite and more closely aligned with their business strategy. An expanding share of this business is helping drive a steady increase in the scope and scale of services consumed year after year, and an expansion of TCS' share of wallet, as evidenced by the client metrics. Over time, this strategy has resulted in deep and enduring customer relationships, a vibrant and engaged workforce, industry-leading profitability, a steady expansion of the addressable market, and a proven track record in delivering longer term stakeholder value."
+"# Enabling Investments TCS pioneered the use of the word 'digital' to describe the new family of technologies that emerged in the last decade. Quick to recognize the potential of cloud, the company made investments ahead of time in launching new platform-based business models as far back as in 2009, reskilling the workforce, research and innovation, building collaborative workspaces and innovation centers, intellectual property, and alliances and partnerships. Those early investments have given TCS a head start in participating in its customers' G&T journeys. The company continues to invest in co-innovation hubs, launching TCS Pace Ports™ in major markets. TCS teams use these physical spaces to work with academic and start-up partners, ideate jointly with client teams and rapidly build solutions. # Strategic Responses to Opportunities and Threats |Opportunity / Threat|TCS Approach|Outcomes| |---|---|---| |Macroeconomic uncertainty impacting decision making and prompting cost reduction initiatives|* Proven track record in helping enterprises reduce their cost of operations. * Proactive pitching of IT and business operating model transformations that not only deliver greater efficiency, but also enhance enterprise agility, resilience and throughput. * Leveraging full services capability and deep client relationships to propose product-aligned operating models. * Use of TCS Cognix™ to accelerate operations transformation, using over 600 pre-built automation components that infuse AI/ML and other technologies into IT and business processes to reduce human intervention, increase velocity and throughput.|* Strong deal flow resulting in a robust order book that gives better visibility of medium-term growth. * Market share gains in vendor consolidations. * Efficiency gains helping fund client's transformation programs in some instances. * TCS Cognix recognized as a means of driving quicker realization of RoI and used by nearly 300 clients.| Ref AR FY 2012, MD&A, Pages 25, 29 Ref AR FY 2010, Letter from CEO, Page 7 # Opportunity / Threat |Opportunity / Threat|TCS Approach|Outcomes| |---|---|---| |Greater interest in using technology to drive business growth and differentiation|- Focused on developing contextual knowledge and applying that for inside-out transformations. - Continued investments in research and innovation, TCS Pace Ports, and intellectual property (IP). - Dedicated practice with domain experts to bring together TCS' differentiated capabilities from across the organization to stitch together comprehensive solutions. - Proactive pitching of solutions to customers' most pressing business problems. - New brand tagline 'Building on Belief' to strengthen positioning as a growth and transformation partner. |- Expansion of addressable market. - Growing share of G&T business adding to growth. - Higher quality revenue, lending margin resilience. - More deeply embedded in the client's business. - Engaging with a broader set of buyers in the client organization. - Higher visibility within C-Suites. | |Accelerated adoption of public cloud|- Dedicated business units with end to end capabilities on each of the hyperscaler platforms. - Continued investment by each of these units in skills, certifications, credentials, IP and accelerators. - Articulated the multi-horizon cloud transformation framework. - Made available TCS products and solutions on public clouds. |- Strong growth in cloud transformation revenues. - Top tier partner to each of the hyperscalers. - Preferred partner to clients seeking to use cloud native capabilities to power their growth and transformation. - Over 110,000 hyperscaler-certified employees. | |Greater acceptance of as-a-Service platforms|- Strengthened alliances and launched new offerings around the popular and new SaaS products. - Helped ISV* clients upgrade their products to launch new SaaS versions. - Partnering with product manufacturers to help launch innovative as-a-Service offerings using TCS Bringing Life to Things IoT framework. - Promoted SaaS versions of in-house product portfolio, now available on hyperscaler platforms. - Used IP portfolio to launch new platforms that bundle IP and shared services on the cloud. |- Stronger win-win partnerships. - Expansion of addressable market. - Strong growth in SaaS sales. - Platforms drive stickier relationships, with long term revenue visibility. | # Talent Management TCS aims to attract, develop, motivate and retain diverse talent, that is critical for its competitive differentiation and continued success. The company's talent management strategy seeks to maximize the potential of every employee by creating a purpose-driven, inclusive, stimulating, and rewarding work environment, delivering outstanding employee experience, while fueling business growth. TCS strives to create a vibrant workplace and an engaged workforce by encouraging four behaviors: follow your passion, stay hungry, commit to lifelong learning and thrive together. As an outcome, 50% of employees started working from office for two or more days in a week."
+"# Industry-First Initiatives - Intensified focus on equipping the company's mid-level managers with market relevant skills by providing the right learning and certification opportunities to help them succeed in a world of new technologies. More than 90% of the target employee pool is participating in this strategic program and close to 60% is certified in various market relevant skills. In FY 2023, TCS made a net addition of 22,600 employees globally, taking the total employee base to 614,795, representing 150 nationalities. # Xcelerate The industry recognized Talent Transformation platform for employees, to capture employees' aspirations and mapping them to future opportunities. Aspirations of nearly 2/3rd of TCSers were captured, with ~100K progressing towards their aspired roles. # Engagement with Purpose A platform for employees to live TCS' values through collective community service, enhance organizational belonging and self-actualization. More than 400,000 employees were engaged as part of the initiative. # Talent Acquisition In FY 2023, TCS responded with agility to the changing supply side dynamics which saw the unprecedented industry-wide employee churn peaking mid-year, then falling sharply in the latter half. This entailed recalibrating talent acquisition dynamically to fully utilize the additional capacity built up in the prior year. The company remains the preferred employer and one of the largest job creators in IT services in several major markets, for both freshers and lateral hires. In addition to about 44,000 fresh engineers, TCS onboarded its highest ever number of lateral recruits during the year. It also pivoted from a virtual-only mode to a hybrid model of virtual and in-person recruitment focused on attracting the right talent, creating better employee experiences, and building the TCS brand. # Key Achievements: - TCS National Qualifier Test: Over 618,000 students from more than 4,200 institutes in India competed for the opportunity to work for TCS. - Hiring from India's top B-schools, including the top 3 IIMs, continues with internship and placement offers as part of the strategic leadership program. - TCS CareersNext: TCS' virtual career fair platform was leveraged for conducting 3 virtual hiring drives in this year, yielding over 32,000 registrations and 8,000 job applications. - TCS HackQuest, the company's flagship ethical hacking competition now in its 7th season saw over 58,000 registrations from more than 3,000 institutes across India. - Programs to improve diversity in hiring produced encouraging outcomes. Rebegin, an initiative for experienced women professionals re-entering the workforce after a break saw nearly 14,000 job applications. Over 200 job applications were received from people with disabilities. - TCS Sigma launched in FY 2023 to provide career opportunities for graduates and postgraduates in pharmacy in the company's life sciences business. - TCS Academic Interface Program continued to engage with faculty and students through focus group connects, workshops, faculty development programs and other campus outreach activities. In FY 2023, TCS engaged with over 216,000 students and about 17,000 faculty members in nearly 1,500 partner academic institutes across the world. More than 2,000 interns were engaged during the year. # Culture and Diversity TCS is an equal opportunity employer and has a well-defined and progressive Diversity, Equity and Inclusion (DEI) policy embracing all diversity parameters which includes gender, marital status, religion, race/caste, colour, age, ancestry, nationality, language, ethnic origin, socio-economic status, physical appearance, disability, sexual orientation, gender identity and/or expression and any other category protected by applicable law. TCS recognizes that a diverse and inclusive workforce is necessary to drive innovation, foster creativity, and guide business strategies. Its disclosures around DEI earned it a place in the Bloomberg Gender-Equality Index (GEI) once again. Other highlights include: - iExcel: TCS' flagship executive leadership development program for women completed 22 editions, benefiting 1,450 women leaders. - The Diversity Maturity Matrix: An in-house diversity measurement tool that aims at identifying gaps and assessing an organization's maturity in DEI. - Client engagement: Allies of Diversity is a program where senior leadership from client organizations are invited to share diversity best practices. Engagement with 75 C-Suite leaders with 63 different client organizations has been completed till date. An Allies of Diversity conclave was organized in London to provide a forum for DEI leaders to share organizational learnings. DEI focused learning programs were conducted for 4 client organizations. - The Workplace Coach: A 75-hour internal coach certification program enabling individuals to become coaches. This supports individuals within the organization towards ACC certification. So far, 3 cohorts have completed this program bringing together over 450 internal coaches."
+"- Education and Sensitization: TCS has mandatory online training designed to sensitize employees on key concepts of DEI. 504,255 employees completed this in FY 2023. - Employee Resource Groups: These serve as platforms for under-represented communities and their allies to share concerns, experiences, stories and strategic solutions. TCS has 13 voluntary, employee-led groups that have come together based on shared diversity identity characteristics or interest. # Champions of Equity This campaign was created to ensure a fair and inclusive culture at the workplace. Under this program, 105,000 employees have taken a pledge till date, to be a Champion of Equity - someone who treats everyone with fairness and transparency, and takes an inclusive approach towards every individual, culture and system. # TCS Culture Survey As part of the Belongingness campaign, TCS Culture Survey was rolled out and responded to by over 7,000 employees across 7 geographies. # Employee Engagement Over 84,000 employees participated in DEI learning programs and diversity celebration month. # Supplier Diversity TCS has a Supplier Diversity Program that identifies certified diverse suppliers that can provide competitive, high-quality goods and services, whose business model is aligned with the company's business strategy. # Talent Development TCS strongly believes that every employee should have access to market relevant learning opportunities for career growth and no TCSer should be left behind. The company has adopted a segmented approach to learning to ensure this. # TCS Elevate TCS' pioneering program linking learning to career growth and reward covered over 407,000 employees. Over 22,000 employees were identified as high talent and received increased compensation. # Contextual Masters TCS' program to identify tenured employees with contextual knowledge of the customer's business and technology landscape, continues to expand. The company has over 64,000 Contextual Masters who are being groomed to be next generation transformation leaders with specially curated leadership development programs designed in collaboration with Ivy league institutions. # Key Metrics - 60,000 open positions fulfilled using up-skilled / cross-skilled employees. - TCSers invested in 82.4 hours of learning on average during the year. # Average Learning Hours per employee |Learning Hours by cohorts|Mid-level focus showing results| |---|---| |Senior|41| |Middle|43| |Junior|112| # TCSers acquired certifications TCSers acquired 53,000 certifications on various hyperscaler cloud technologies during the year. With over 110,000 cloud certified employees in total, TCS is the #1 partner for Google and #2 partner for Microsoft Azure. # Management Discussion and Analysis # High Potential Communities High potential communities, thereby facilitating talent mobility. This embodies the company's philosophy of giving the first right of refusal for all leadership positions to internal candidates, thereby enabling better leadership development and building strong organizational loyalty. # Competitive Compensation TCS' business model depends on its ability to attract and retain talent in the highly competitive, global market for software engineers with graduate or post-graduate degrees in engineering and with relevant technical skills. Compensation levels are merit based, determined by qualification, experience levels, special skills if any, and individual performance. Compensation structures are driven by prevailing practices in each country that TCS operates in. The merit based, democratized, transparent talent framework - Elevate, is designed to establish a tighter linkage between learning, skill development, career and reward. The company regularly benchmarks its compensation plans and benefits with the market to ensure competitiveness. At TCS, three months' notice is required from either side for termination. Although most of the organization's activities are performed by full-time employees, TCS uses contractors, especially for short-term assignments or those requiring skills not internally available. # Engagement with Purpose With more employees returning to work, various programs were run to enable higher levels of engagement. More than 320,000 employees were engaged through townhalls and project confluences with an emphasis on Living my Values, Build my Career and Lifelong Learning. The company enabled more than 22,000 mentoring sessions and over 15,000 career conversations. # Highlights of the company's key engagement forums: - New Joinee Integration: Various structured programs such as meet and greet sessions, workplace visits and leader connects were organized to improve the integration experience of new joiners at various milestones of their induction in the initial one year. The effectiveness of these programs was demonstrated by the high 83% iBelong satisfaction index. - TCS Cares: Aims to build an emotionally strong and mentally resilient workforce. A special edition targeting leaders saw participation by over 1,100 leaders. 87% of participants agreed that it helped in their wellbeing and 80% agreed that their productivity increased after attending this program."
+"- Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness. 54,000 active participants logged physical activity equivalent to running 24 million kms. - Purpose4Life: Forum for volunteering for community projects in the areas of education, health and environment. More than 40,000 volunteers participated in various social outreach initiatives, contributing 898,000 volunteering hours that benefited 394,000 individuals in the community. - PULSE: Pulse 2022 recorded an enthusiastic participation with more than 400k employees taking in the survey. TCS has achieved Satisfaction Index of 79.5 and Engagement Index of 81.0. # Other engagement and collaboration platforms in TCS include: - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing and for rewards and recognition. - Safety First: Initiative focused on employee safety and security. - Maitree: Community of TCSers and their families who plan activities that help create a bond among employees and promote work-life balance. # Employee Retention TCS' values-driven culture, progressive HR policies, and philosophy of investing in people and empowering them have been integral to creating a culture of belonging and One TCS and also made it an industry benchmark in talent retention. The company's philosophy of grooming leadership from within, and giving first right of refusal to internal talent for new open positions, inspires higher levels of loyalty to the organization. This has resulted in a very strong, deeply acculturated mid-layer with long tenures in the company. This cohort played a pivotal role in seamlessly integrating new talent in FY 2023 and added significant value through their contributions and contextual knowledge. Unprecedented levels of employee churn across the industry drove TCS' attrition to an all-time high in the first half of FY 2023. It trended down in the second half. IT services attrition was 20.1% on an LTM basis. # Occupational Health and Safety TCS has a well-defined Occupational Health and Safety (OHS) policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The Stakeholders' Relationship Committee in the Board reviews the company's health and safety performance on a half-yearly basis. Over 94% of the workforce is represented in joint management-employee health and safety committees that monitor, advise, and drive occupational, health and safety initiatives. TCS is certified to ISO 45001:2018 Occupational Health and Safety Management System standard across 127 of its facilities worldwide covering approximately 94% of its total footprint. The company continued to focus on creating ergonomic awareness including correct postures and workstation stretches for an office-based work environment and remote working environment, as employees worked in hybrid mode during the year. General safety awareness (fire safety, office safety, road safety etc.,) and safety incident reporting awareness was also provided to employees through monthly themes and campaign initiatives. There were also several fitness programs, including yoga and meditation practices, mental health and wellbeing which drew employee participation. # FINANCIAL PERFORMANCE OVERVIEW The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2023. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the Company') are prepared in accordance with the Indian Accounting Standards (referred to as 'Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. # Overview of the consolidated financial results | | |FY 2023| | |FY 2022| |---|---|---|---|---|---| | |Amount|% of Revenue|% Growth|Amount|% of Revenue| |Revenue from operations|225,458|100.0|17.6|191,754|100.0| |Earnings before interest, tax, depreciation and amortization (EBITDA) (before other income)|59,259|26.3|11.7|53,057|27.7| |Profit Before Tax (PBT)|56,907|25.2|10.1|51,687|27.0| |Profit after tax attributable to shareholders of the company|42,147|18.7|10.0|38,327|20.0| |Earnings per share (in `)|115.19| |11.2|103.62| | # Analysis of revenue growth File: AR_TCS_2022_2023.md On a reported basis, TCS' revenue grew 17.6% in FY 2023, compared to 16.8% in the prior year. The growth was driven by accelerated spending on digital transformation initiatives, cloud adoption and increased outsourcing, aided by currency benefit. # Average currency exchange rates |Currency|Weightage (%)|FY 2023|FY 2022|% Change YoY| |---|---|---|---|---| |USD|56.0|80.74|74.61|8.2| |GBP|12.8|96.98|101.50|(4.5)| |EUR|10.8|84.01|86.36|(2.7)| Movements in currency exchange rates through the year resulted in a positive impact of 3.9% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was 13.7%."
+"# Growth attributable to | |FY 2023 (%)|FY 2022 (%)| |---|---|---| |Business growth|13.7|15.4| |Impact of exchange rate|3.9|1.4| |Total Growth|17.6|16.8| # Segmental Performance The revenue break-up by Industry Vertical and Geography is provided below: # Revenue by Industry Vertical Others 8.2% Manufacturing 9.4% Life Sciences and Healthcare 10.9% Banking, Financial Services and Insurance 38.2% Retail and Consumer Business 16.6% Communication, Media and Technology 16.7% # Revenue by Geography India 5.0% Middle East and Africa 1.9% Asia Pacific 8.0% Latin America 1.8% Continental Europe 14.9% North America 53.4% United Kingdom 15.0% # Segment revenues, year on year growth, a brief commentary and segment margins are provided below: |Industry Vertical|Segment Revenue FY 2023 (FY 2022)|YoY Revenue Growth %| |Key Demand Drivers|Segment Margin FY 2023 (FY 2022)| |---|---|---|---|---|---| |Banking, Financial Services and Insurance|86,127 (75,126)|14.6|* AI for risk monitoring and management, fraud detection and trading strategies. * Customer journey transformation, ecosystem strategies for new products and services, connected insurance, fintech adoption. * Decentralized finance, embedded finance, Banking as a Service, document custody transformation. * Sustainability and climate change initiatives, green lending.|25.9 (26.9)| | |Communication, Media and Technology|37,653 (31,874)|18.1|* 5G and fiber rollout, network virtualization, cloud enablement, product, and platform engineering. * AI-monitored networks, generative AI for automated content creation. * Hyper-personalization, immersive experiences in gaming, recommendation engines.| | | |Retail and Consumer Business|37,506 (30,715)|22.1|Retail and Consumer Packaged Goods (CPG): * Marketplace, social commerce, future stores, digital advertising platform, payments. * Smart shelves, smart manufacturing, automated micro-fulfilment centers. * Resilient and intelligent supply chain, partner integration, track and trace, last-mile delivery, AI enabled inventory management. * Seamless and unified customer experience across channels (omni-channel), hyper personalization, CX and recommendations, AI for apparel design and personalized fashion recommendations. * Green labeling. Travel, Transportation and Hospitality (TTH): * Retailing in airlines, new distribution capability, experiential selling and non-booking revenues in hospitality, decision intelligence. * Automation and self-service, touchless experience, digital identity solutions, maintenance drones in airlines, autonomous vehicles, and robots in airports. * Warehouse robotics, intelligent shipment planning, last mile delivery, real-time operations visibility, AI-enabled pricing, end-to-end shipment visibility in logistics. * Safe and sustainable travel.| | | Only industry specific drivers are listed. In addition, every industry vertical saw demand for TCS' services around IT estate rationalization, core platform simplification, application and data modernization, ERP modernization, cloud enablement, cloud migration, data democratization, data compliance and protection, IT infrastructure modernization, employee experience redesign, digital workplace transformation, cyber security, intelligent automation, business and IT operating model transformation, agile and DevOps adoption, digital marketing and analytics, mergers, acquisitions and divestitures, supply chain transformation, vendor consolidation and cost optimization. Integrated Annual Report 2022-23 Management Discussion and Analysis | 93 # Industry Vertical |Segment|YoY Revenue FY 2023 (FY 2022)|Revenue Growth %|Key Demand Drivers|Segment Margin FY 2023 (FY 2022)| |---|---|---|---|---| |Life Sciences and Healthcare|24,605 (20,462)|20.2|- Drug discovery, virtual clinical trials, connected labs, and instruments. - Digital twin for manufacturing and factory of the future. - AI-led pharmacovigilance and product surveillance. - Patient experience, health data platforms. - Wearable devices, mobile health. - AI powered diagnosis, treatment planning, digital surgery, personalized medicine. |28.0 (30.0)| |Manufacturing|21,236 (18,610)|14.1|- Integration across silos and digital twins for product innovation. - Connected assets and plants, remote asset management. - Resilient supply chain, parts track and trace. - Front-end digital investments to enhance customer experience. - Plant safety, energy efficiency and decarbonization, emission tracking and monitoring, sustainability focus on facilities waste management and energy, EVs. |27.5 (30.1)| |Others|18,331 (14,967)|22.5|- Connected ecosystems for utilities, connected home, smart metering and alerts, virtual power plants, remote monitoring and infra inspection. - AI-enabled smart grids, patterns, and predictions. - Energy transition, emission detection and monitoring in critical infrastructure. |21.1 (20.6)| # Business Outlook Global growth is projected to moderate from 3.4 percent in 2022 to 2.8 percent in 2023, weighed down by central banks raising interest rates to fight inflation, and Russia's war in Ukraine. In major economies, the heightened risk of a recession - made worse by a banking crisis - has led to uncertainty in enterprise decision-making, affecting spending on capex and certain discretionary programs. Despite this, spending on IT services has been resilient so far. Cloud migration programs are continuing apace, and clients continue to launch new G&T projects. The higher level of uncertainty in the business environment has made clients more receptive to proactive proposals around IT and business operating model transformations that can not only deliver significant efficiencies but also help them become more agile and resilient."
+"All this has resulted in a strong order book for FY 2023, at $34.1 Bn, which is 1.2 times revenue. The pipeline has also grown well. This provides visibility on medium-term growth amid near-term uncertainty. If the delayed decision-making and cash conservation seen in some segments at the end of FY 2023 flows over into the first half of FY 2024, that could result in some moderation in full year revenue growth after two years of strong growth. Key demand drivers expected to power the company's growth in FY 2024 include: - Technology transformation: IT infrastructure modernization, cloud enablement, application and data estate modernization, cloud migration, data centre and collocated data support, digital workplace, digital twins, cyber security, ERP modernization, low-code no-code, 5G/Edge and AI adoption. # Enterprise Risk Management FY 2023 saw multiple external and internal challenges continuing to shape the overall risk profile of the company. Macroeconomic and geo-political risks had an impact throughout the year. The Russia-Ukraine war and geo-political tensions, trade wars and imposed sanctions were pervasive and had direct and cascading impacts on economies and businesses. Shortages, rising inflation, supply-chain disruptions, energy crisis led to further uncertainties in the economic growth environment, with the year ending with banking industry upheavals in US and Europe. During the year, IT organizations including TCS faced the knock-on effects of the pandemic including attrition and impact of hybrid modes of working. Technological advancements and breakthroughs like generative AI and metaverse have opened up new vistas of both risks and opportunities. TCS continues to monitor this uncertain and dynamic business environment very closely and has strengthened the deployment of its Enterprise Risk Management framework to address the risks and leverage the associated opportunities. This framework enables risk identification, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. Key risk indicators and control indicators are used to anticipate risks and assess effectiveness of their mitigation actions respectively. TCS takes a holistic view of its enterprise risk profile, covering strategic, operational, compliance, financial and catastrophic risks, thus enabling informed decision-making. Risks are assessed and managed at various levels with a top-down and bottom-up approach across the enterprise, business units, geographies, business functions, customer relationships and individual projects. # Key Risks (R) / Opportunity (O) |Key Risks (R)|Impact on the Company| |---|---| |Volatile global political and economic environment (R)|- Geo-politics and macroeconomic volatility can affect demand for the company's services. The ongoing Russia-Ukraine war has led to supply chain disruptions, energy crisis, food and merchandise scarcities and related inflation. - Persistent high inflation in major economies could affect consumer spending and fuel social unrest. Repeated interest rate hikes by central banks to rein in the inflation could result in economic slowdowns. - Continuing turmoil in the banking sector could affect not only spending in that sector, but also squeeze liquidity. - All of these could affect clients' business outlook and result in reduced demand for TCS' services. It could also increase TCS' costs of doing business. - In addition, there could be risks to service delivery, business continuity, cybersecurity, sanctions compliance and human rights risks in geo-politically sensitive zones, all of which could increase costs or affect the company's revenue growth. | # In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity - Broad-based business mix, well diversified across geographies and industry verticals. - Monitor changing geopolitical scenarios, the potential business implications and strengthen internal controls to further safeguard against secondary risks. - Offerings and value propositions targeting all stakeholders (in addition to the CIO) in the customer organization, covering discretionary as well as non-discretionary spends, and relevant at every point in the business cycle. - Participate in the customer's G&T initiatives through services and offerings including advisory services, migration and modernization of applications and workplace transformation using location independent agile, deep contextual knowledge and data-driven analytics and dashboards. - Where customer's discretionary budgets are uncertain, focus on cost and optimization propositions in the short term to improve their business efficiency. # Management Discussion and Analysis 95 # Key Risks (R) # Impact on the Company # In case of risk, approach to adapt or mitigate # Financial / Opportunity * Proactively invest in infrastructure and resourcing to satisfy anticipated customer demand for flexible products and platforms-based solution offerings and subscription-based services to gain market share and new clients and markets. * Enter into more long-term contracts. * Target market segments which provide counter-cyclical support in times of downturn."
+"* Leverage business ecosystem through collaboration with partners, start-ups and alliances to participate in transformation initiatives of customers. * Country-level business continuity plans in place to address potential conflicts in the region. # Talent risk due to huge demand for talent globally and attrition (R & O) * The company's ability to attract, develop, motivate, and retain talent is critical to its business success. * Talent scarcity can lead to poaching of the company's employees and result in higher attrition. This can disrupt ongoing projects, slow down planned ramp ups and affect revenue growth. * Inability to scale up experienced professionals with niche digital skills from the market, can also impact TCS' ability to grow. # Approach to mitigate: * Commitment to organic talent development, best in class learning and development, career growth linkage to cross-skilling / upskilling, preference to internal talent for new leadership positions, all incentivize planning of longer-term careers in TCS and improved retention. * Tactical initiatives to retain talent using proactive as well as reactive initiatives. * Focused employee engagement to reduce attrition, increase sense of belonging and build capability to capture the demand from the market. * Leverage top employer brand and social networking sites and talent sourcing channels to tap into the passive pool. * Reduce talent acquisition cycle time to improve joining rates through innovative practices. * Engage in various markets through investments in STEM/goIT programs, campus engagements, local hiring and building reputation to attract local talent. # Opportunity: * Talent scarcity in major markets is impeding enterprises' ability to staff projects, increasing the propensity to outsource. * Superior talent retention by TCS can result in greater delivery certainty and therefore a differentiated positioning for the company, driving market share gains. * Commitment to organic talent development, best in class learning and development, career growth linkage to cross-skilling / upskilling, preference to internal talent for new leadership positions, all incentivize planning of longer-term careers in TCS and best in class talent retention. Integrated Annual Report 2022-23 Management Discussion and Analysis | 96 # Key Risks (R) / Opportunity (O) # Restrictions on global mobility, location strategies (R) * Distributed software development models require the free movement of people across countries and any restrictions in key markets pose a threat to the global mobility of skilled professionals. * Restrictions could also be due to legislations which limit / delay the availability of work visas or which apply onerous eligibility criteria or costs, leading to project delays and increased expenses. # Business model changes in customer environment (R & O) * Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. * High levels of economic uncertainty can result in clients recalibrating their IT programs and pulling back their spending on discretionary projects. * Increased focus on corporate restructuring and mergers and acquisitions in some industries is driving vendor consolidation, insourcing and cost reduction pressures. * These changes require agile responses. Inability to quickly adapt could affect company's competitiveness and result in loss of market share. # In case of risk, approach to adapt or mitigate * Focused employee engagement to reduce attrition, increase sense of belonging and build capacity to capture market share. * Higher level of industrialization, with robust processes and controls, and knowledge management reduces disruption due to attrition of individual team members, and helps differentiate TCS. * Ongoing monitoring of the global environment, working with advisors, partners and governments to promote local talent building efforts. * Material reduction in dependency on work visas through increased local hiring, use of contractors, local mobility and training in all major markets. * Leveraging the SBWSTM model to deliver from anywhere. Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location. * Active engagement in Science, Technology, Engineering and Math (STEM) initiatives designed to structurally increase the availability of engineering talent in major markets. * Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation. * Increased outreach to government stakeholders, trade bodies, think tanks and research institutes. * Investments in innovation and differentiated capabilities at scale on emerging technologies through large scale reskilling, external hiring, research and innovation, solution development and IP asset creation leveraging deep contextual knowledge across customer specific domain, technologies and processes."
+"* Dedicated business service units providing end-to-end transformational and operational solutions on leading cloud platforms spanning advisory, migration and modernization and support of applications. * Constantly scouring the technology landscape using strong partnerships with clients, technology providers, academia, and start-ups, to spot new trends, technologies and potential threats, invest early in building capabilities to mitigate risks and participate in the opportunities. # Management Discussion and Analysis | 97 # Key Risks (R) # Impact on the Company # In case of risk, approach to adapt or mitigate # Financial / Opportunity # Implications of the risk or opportunity # Opportunity: - Increased focus on corporate restructuring and mergers and acquisitions in some industries is creating new opportunities for IT separations and integrations. - Steadily expanding coverage of newer buyers in the enterprise by constantly launching new offerings and solutions to their most pressing business problems. - Interest in technology-enabled business model innovation has opened up opportunities for the company to participate in clients' growth and transformation spending. - Pressure to establish competitive differentiation is driving enterprises to look for partners to speed up and scale up their innovation efforts. - This is also driving greater interest in pre-built solutions, products and platforms that can accelerate the deployment of transformational solutions. - The quest for cost efficiency along with greater resilience and agility in operations is expanding the opportunity for comprehensive operating model transformations. # Innovative offerings: - Innovative offerings like operating model transformations using TCS Cognix to help deliver significant cost savings quickly. - Location Independent Agile methods to mitigate location constraints and pricing and margin pressures. - An entrepreneurial mindset, a decentralized decision-making which empowers frontline managers to take decisions, and an organization structure that enables the company to adapt to constantly evolving situations on the ground with agility and speed. - Differentiated solutions for organization divestiture and integration, catering to M&A-induced demand for advisory and business consolidation related services. - Large portfolio of IP made available on hyperscaler clouds to accelerate clients' Horizon 2 and 3 transformation journeys. - PacePort co-innovation hubs, Agile innovation cloud framework, and extended innovation ecosystem including partners and start-ups to help clients accelerate their product and business model innovation. - Bringing Life to Things framework to help clients create connected products, launch remote monitoring and maintenance services. - Solutions like TCS HOBS and Servitization engine to help clients embrace subscription-based business models. - Focused investments to expand presence in clients' growth and transformation spending, including programs like Contextual Masters to build organizational capacity, new brand tagline, amplification of transformation successes. - Platform-based business models and AI-based operating models to disrupt conventional labor arbitrage based constructs, and gain market share. Integrated Annual Report 2022-23 Management Discussion and Analysis | 98 # Key Risks (R) # Impact on the Company # In case of risk, approach to adapt or mitigate # Financial / Opportunity implications (O) |Currency volatility (R)|* Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee. Appreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and also result in collection losses. * Conversely, depreciation could optically inflate revenues and earnings, distorting stakeholder perceptions of the underlying business momentum and profitability.|* Currency hedging policy that is aligned with market best practices, to limit impact of short term exchange volatility on receivables, forecasted revenue and other current assets and liabilities. * Hedging strategies guided and monitored periodically by the Risk Management Committee of the Board. * Management commentary based on constant currency figures to enable a currency-neutral understanding of business growth.|Negative / Positive| |---|---|---|---| |Breach of data protection laws (R)|* The focus on data privacy and protection of personal data has increased compliance risk. * Legislations like GDPR in Europe carry severe consequences for non-compliance or breach. Many other countries have enacted or are enacting their Data Privacy regulations to ensure protection of personal data. * Violation of data protection laws or security breaches can result in substantive liabilities, fines or penalties and reputational impact.|* Global privacy policy covering all geographies, all areas of operations, and stakeholders, which sets out the privacy principles and guidance for deployment. * Organization structure with the Global Privacy Office to strategize, monitor and guide deployment of data privacy framework across the enterprise. Data Protection Officers and other privacy officers have been appointed for TCS entities as required by local privacy regulations to monitor and drive implementation of data protection principles."
+"Business Privacy Leaders are appointed to deploy compliance to the data privacy framework in all functions and business units. * Unified global framework PrivACE adopted across all entities and branches to standardize privacy practices while catering to local requirements. * Continuous monitoring and analysis of changes to regulatory and legal landscape and enhancing the data privacy framework. * Privacy Information Management Systems (ISO 27701:2019) adopted and certified. * Embedded privacy by design and privacy by default principles in development of new or changed internal processes, services and products. * Data protection controls and robust risk response mechanisms to protect personal data in the TCS ecosystem and also in customer engagements. * Industry standard data masking and encryption technologies to protect personal data.|Negative| # Key Risks (R) # Impact on the Company # In case of risk, approach to adapt or mitigate # Financial / Opportunity implications # Vendors and third parties * Vendors and third parties subjected to due diligence, contracted with appropriate privacy obligations and tracked for compliance based on risk assessment. * Mandatory trainings and workshops on data protection, Privacy by Design and global privacy regulations. Continuous awareness campaigns through blog posts, email broadcasts, gamification, roadshows and online events. * Risk assessments related to cross border transfers and maintaining data transfer agreements, where required for the transfer of data across jurisdictions. * Periodic reviews and audits by independent audit firm to verify compliance to obligations in addition to internal audits across the ecosystem. # Cyber Attacks (R & O) Risks of cyber-attacks are on the rise due to the fast-evolving nature of the threat. There is also an increased risk due to various pandemic themed cyber threats and attacks due to geo-political drivers. In addition to impact on business operations, a security breach could result in reputational damage, penalties and legal and financial liabilities. # Approach to mitigate Cyber Attack Risks * Use of advanced tools based on AI/ML to prevent and detect incursions with quarantine capabilities, including perimeter security controls with advanced tools, enhanced internal vulnerability detection, data leak prevention tools, defined and tested incident management and recovery process in compliance with industry best practices. * Continued reinforcement of stringent security policies and procedures (certified against ISO 27001) including enhanced security measures and awareness building to combat phishing attempts and soliciting for fraudulent causes or charities through social media, text or calls. * Close collaboration with Computer Emergency Response Team (CERT) and other private cyber intelligence agencies, and enhanced awareness of emerging cyber threats. * Enterprise-wide training and awareness programs on Information Security including the extensively used enterprise-wide communication and collaboration platforms accessed through mobile or desktop channels. * Strict access controls including non-persistent passwords (OTP) for secure access to enterprise applications/network, special handling of privileged administrator accounts, rigorous access management on all cloud deployments. * Encryption of data, data back-up and recovery mechanisms for ensuring business continuity. Integrated Annual Report 2022-23 Management Discussion and Analysis | 100 # Key Risks (R) # Impact on the Company # In case of risk, approach to adapt or mitigate |Financial / Opportunity|Implications| |---|---| |* Ability to isolate TCS enterprise network from client network and defined escalation mechanisms to handle security incidents in client environment. * Periodic rigorous testing to validate effectiveness of controls through vulnerability assessment and penetration testing. * Internal and external audits, red teaming, ""breach and attack"" simulation. * Sourcing threat intelligence from various government, public and private sources to proactively block IPs used by threat actors. * State of the art security operations center with automated playbooks.|# Opportunity:<br/>* Investments in building local threat management centers across the world. * Launch of new services and solutions including the Cyber Defense Suite. * Enterprises are increasing their investments in building cyber resilience and turning to specialized third parties to detect and foil intrusion attempts and limit the impact. * This presents a fast growing business opportunity for TCS to become the preferred cyber security partner to its clients.| |Non-compliance to complex and changing global regulations (R)|* As a global organization, the company has to comply with complex regulatory requirements across multiple jurisdictions, covering a broad range of areas grouped under environmental, social and governance themes. * The fast pace and complex nature of changes in the regulatory requirements requires quick identification and sound understanding of these requirements along with agility in adaptation in business operations."
+"Failure to comply could result in penalties, reputational damage and criminal prosecution.| |* Deployment of a comprehensive global compliance management framework that enables tracking of regulatory changes across various jurisdictions, including new countries of operations and functional areas and management of compliance risks. * In-house digitized regulatory compliance platform enabling clear accountability, tracking of compliance obligations and governance to ensure long-term business sustainability. * Operationalized regulatory requirements through business policies and embedding into business processes. * 100% digitized, quarterly regulatory compliance declarations enabling self-governance of all compliance areas applicable to company's global operations. * Up to date, effective internal controls to comply with regulations, keep a check on unlawful and fraudulent activities and internal audits to provide compliance assurance.| | Integrated Annual Report 2022-23 Management Discussion and Analysis | 101 # Key Risks (R) # Impact on the Company # In case of risk, approach to adapt or mitigate # Financial / Opportunity implications (O) * Strong focus on fostering ethical and compliance culture; awareness through web-based compliance training courses for all staff and regular notifications/alerts on regulatory changes communicated to stakeholders. * Strong governance at board, executive and management levels through compliance committees and compliance working groups. # Intellectual Property (IP) infringement and leakage (R) File: AR_TCS_2022_2023.md * Risk of infringement of IP of third parties including suppliers, partners and alliance organizations by TCS may lead to potential liabilities, increased litigation and impact reputation. * Inadequate protection of TCS' IP may lead to potential loss of ownership rights, revenue and value. * Establishment of an industry leading IP management framework (IP 4.0) with institutionalized frameworks, processes and procedures that address the risk of infringement of third-party IP while ensuring safeguarding of TCS' own IP assets. * Establishment of a centralized IP and Software Product Engineering group that strives to build an IP-led culture and IP related awareness effectively. * Well-defined (software) asset lifecycle governance framework that incorporates policy guidance and risk mitigation guidelines on IP, legal, software product engineering and business-related risks. * IP governance program that ensures that there is right access and right use of TCS IP, customer IP, partner IP, and third-party IP in service and partner engagements. * Other key controls include employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Digitized system to enable strict controls around movement of people and information across TCS' product teams and customer account teams. # Litigation risks (R) * Litigation risks might arise from commercial disputes, perceived violation of intellectual property rights/trade secret violations and employment related matters. * The company's rising profile and scale also makes it an attractive target to meritless lawsuits. * Besides the distraction and legal expense, litigations garner negative media attention and pose reputation risk. Adverse rulings can result in substantive damages. * Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and compliance with IP policies and procedures for protection of intellectual property and avoidance of allegations of trade secret violations. * Improved governance and controls over immigration process /increasing localization and inclusion of arbitration provisions in employment contracts. * Training and sensitization of business managers to spot the risks, adhere to best practices and escalate potential disputes within the organization for early mitigation steps. Integrated Annual Report 2022-23 Management Discussion and Analysis | 102 # Key Risks (R) Impact on the Company / Opportunity (O) # Sustainability Risks- Climate change and Environmental aspects (R & O)12 * Extreme weather events due to climate change pose a threat to human safety and can cause business disruptions. * With globally distributed operations, the company faces physical risks to life and property due to extreme weather events, transition risks resulting from disruptions in the market and emerging regulations, disruptions to operations due to water scarcity, risks of inadvertent non-compliance to emerging regulatory requirements around circular economy, e-waste and solid waste regulations, impacting health and safety in local communities, business disruption and reputational damage. All of these could affect TCS' growth and profitability. # Opportunity: * As enterprises look to reduce their own carbon footprint and cater to the growing demand for more environmentally friendly products and services, it opens up new business opportunities for TCS to provide technology-led solutions to help them realize their green plans. * Proactive measures taken by TCS to reduce its environmental footprint strengthens the brand and makes it attractive to enterprises looking for an IT partner with a shared purpose."
+"It also helps attract and retain younger, more purpose-driven employees. # In case of risk, approach to adapt or mitigate # Financial implications of the risk or opportunity - Team of in-house counsels in all major geographies and a network of reputed global law firms in countries it operates in. - Robust mechanism to track and respond to notices as well as defend the company's position in all claims and litigation. - An environmentally sustainable approach through green policies, processes, frameworks and infrastructure, on target to achieve net zero carbon emissions by 2030. - Delivery centers designed to withstand extreme weather events. Business continuity plans are tested periodically to ensure effectiveness. - Green buildings, efficient operations, green IT, greater use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles. - Operational and engineering controls to minimize freshwater consumption, upgradation of water infrastructure and more water efficient systems. - Water management through sewage treatment, recycling of treated water and rainwater harvesting. - Supply chain sustainability through responsible sourcing, including leveraging sustainability ratings platform. - Year-round employee engagement on environmental awareness and sensitizing them towards nature and conservation of resources. - Initiatives like TCS Circle4Llife™ and Sustainathons to come up with technology-led innovations to safeguard TCS' environment. - Dedicated business units for each of the large hyperscaler providers, helping clients migrate their workloads from owned data centers to the cloud, thereby reducing the carbon footprint associated with those workloads. - Steadily expanding suite of sustainability services including designing sustainability strategy, sustainability innovation, sustainable consumer analytics and sustainability dashboards. - Build and promote TCS products and solutions such as TCS Clever Energy™, Envirozone™, ESG integration solution, to help accelerate customers' sustainability journeys. Management Discussion and Analysis | 103 # Key Risks (R) # Impact on the Company # In case of risk, approach to adapt or mitigate # Financial / Opportunity implications # Challenges and Opportunities with Disruptive Technologies (R & O) Disruptive cutting-edge technologies like quantum computing, generative AI and large language models and metaverse could impact TCS' business: - Quantum computing may increase exposure to cyberattacks because existing security infrastructure may prove inadequate. - Generative AI, large language models and metaverse could lead to legal liabilities through plagiarism, deep fakes and privacy and copyright infringement issues. - The efficacy of AI models depends on the quality of the data they are trained on. Unless specifically designed to prevent such outcomes, the models could be vitiated by all kinds of human biases contained in large data sets, and produce outcomes that cause reputational damage and legal liabilities. - Generative AI technologies could disrupt software development and testing activities, distorting customer expectations in the short term. # Opportunity: - Generative AI technologies also have the potential to reimagine existing products and services and can also open up opportunities in form of new solutions using those technologies, and new services needing newer kinds of skills. # Approach to Adapt or Mitigate - Ensure controlled use of these technologies through pilots/research. - Restricted access to generative AI technologies like ChatGPT on company network until proven safe. - Work with government bodies, regulators and academia to build consensus about policies and guidelines for use of these technologies. - Embark on large-scale skilling of employees to prepare for deployment on market-oriented products and services based on these technologies. - Participate as a member of industry specific large language models consortia. - Proactively invest in research around embedding generative AI capabilities into software development processes to boost productivity. - Develop niche skills to tap demand created for Post Quantum cryptography services as customers seek Quantum safe security algorithms. - Leverage opportunities to market TCS' own generative AI tools and services as overall attention and adoption of the technology increases. Integrated Annual Report 2022-23 Management Discussion and Analysis | 104 # Internal Financial Control Systems and their Adequacy TCS has aligned its current systems of internal financial control with the requirement of Companies Act, 2013, on the lines of the globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness."
+"TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. TCS uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices. TCS management assessed the effectiveness of the company's internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) as of March 31, 2023. B S R & Co. LLP, the statutory auditors of TCS have audited the financial statements included in this annual report and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143 of Companies Act, 2013). TCS has appointed PricewaterhouseCoopers Services LLP (PwC) LLP to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the Audit Committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in the company's operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including the subsidiaries and foreign branches. TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI LODR), TCS' Audit Committee has concluded that, as of March 31, 2023, the company's internal financial controls were adequate and operating effectively. # Performance Trend - 10 years # (₹ Crore) | |Ind AS|Indian GAAP| |---|---|---| |FY 2023|225,458|FY 2015| |FY 2022|191,754|94,648| |FY 2021*|164,177|81,809| |FY 2021|164,177| | |FY 2020|156,949| | |FY 2019|146,463| | |FY 2018|123,104| | |FY 2017|117,966| | |FY 2016|108,646| | |FY 2015#|94,648| | |FY 2014|81,809| | # Revenue from operations Total revenue from operations 225,458 191,754 164,177 164,177 156,949 146,463 123,104 117,966 108,646 94,648 81,809 # Revenue by geographic segments |Segment|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2014| | |---|---|---|---|---|---|---|---|---|---|---|---|---| |Americas|124,336|100,072|84,278|84,278|82,000|77,562|66,145|66,091|60,011|51,053|51,053|45,259| |Europe|67,436|61,142|52,346|52,346|48,037|43,456|34,155|30,038|29,092|26,730|26,730|23,433| |India|11,271|9,805|8,449|8,449|8,964|8,393|7,921|7,415|6,729|6,108|6,108|5,488| |Others|22,415|20,735|19,104|19,104|17,948|17,052|14,883|14,422|12,814|10,757|10,757|7,629| # Cost |Cost Type|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2014| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Employee cost|127,522|107,554|91,814|91,814|85,952|78,246|66,396|61,621|55,348|48,296|50,924|40,486| | | |Other operating cost|38,677|31,143|25,817|27,035|28,888|28,711|24,192|24,034|22,621|19,242|19,242|16,170| | | |Total cost (excluding interest & depreciation)| | |166,199|138,697|117,631|118,849|114,840|106,957|90,588|85,655|77,969|67,538|70,166|56,656| # Profitability |Metric|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2014| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |EBITDA (before other income)| | |59,259|53,057|46,546|45,328|42,109|39,506|32,516|32,311|30,677|27,110|24,482|25,153| | |Profit before tax|56,907|51,687|44,978|43,760|42,248|41,563|34,092|34,513|31,840|28,437|25,809|25,402| | | |Profit after tax attributable to shareholders of the Company| | | |42,147|38,327|33,388|32,430|32,340|31,472|25,826|26,289|24,270|21,912|19,852|19,164| # Financial Position |Metric|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2014| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |Equity share capital|366|366|370|370|375|375|191|197|197|196|196|196| | | | |Reserves and surplus| |90,058|88,773|87,014|86,063|83,751|89,071|84,937|86,017|70,875|52,499|50,439|48,999| | |Gross block of property, plant and equipment| | | |32,344|30,300|28,658|28,658|26,444|24,522|22,720|20,891|19,308|16,624|16,624|13,162| | |Total investments|37,163|30,485|29,373|29,373|26,356|29,330|36,008|41,980|22,822|1,662|1,662|3,434| | | | |Net current assets| |66,712|65,959|66,076|65,125|63,177|70,047|63,396|65,804|47,644|30,726|28,495|27,227| | # Earnings per share in ₹ |Metric|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2014| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | |EPS- as reported|115.19|103.62|89.27|86.71|86.19|83.05|134.19|133.41|123.18|111.87|101.35|97.67| | | | | |EPS- adjusted for Bonus Issue| |115.19|103.62|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84| # Headcount (number) |Metric|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2014| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | |Headcount (including subsidiaries)| |614,795|592,195|488,649|488,649|448,464|424,285|394,998|387,223|353,843|319,656|319,656|300,464| Note: The company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. # Excluding the impact of one-time employee reward."
+"# Overview of Funds Invested Funds invested exclude earmarked balances with banks and equity shares measured at fair value through other comprehensive income. |(` Crore)|FY 2023|FY 2022|FY 2023|FY 2022|FY 2023|FY 2022| |---|---|---|---|---|---|---| | |Current| |Non-current| |Total funds invested| | |Investments in mutual funds, Government securities and others|36,897|30,262|230|187|37,127|30,449| |Deposits with banks|8,223|15,784|1,334|1,232|9,557|17,016| |Inter-corporate deposits|846|6,074|170|303|1,016|6,377| |Cash and bank balances|2,124|2,211|-|-|2,124|2,211| |Total|48,090|54,331|1,734|1,722|49,824|56,053| Total invested funds include ₹2,080 crore and ₹1,722 crore for FY 2023 and FY 2022, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Ratio Analysis - 10 years |Unit|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014| |---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance| | | | | | | | | | | | | |Employee Cost / Total Revenue|56.6|56.1|55.9|55.9|54.8|53.4|53.9|52.2|50.9|51.0|53.8|49.5| |Other Operating Cost / Total Revenue|17.1|16.2|15.7|16.5|18.4|19.6|19.7|20.4|20.9|20.4|20.3|19.8| |Total cost (excluding interest & depreciation) / Total Revenue|73.7|72.3|71.6|72.4|73.2|73.0|73.6|72.6|71.8|71.4|74.1|69.3| |EBITDA (Before Other Income) / Total Revenue|26.3|27.7|28.4|27.6|26.8|27.0|26.4|27.4|28.2|28.6|25.9|30.7| |Profit Before Tax / Total Revenue|25.2|27.0|27.4|26.7|26.9|28.4|27.7|29.3|29.3|30.0|27.3|31.1| |Tax / Total Revenue|6.5|6.9|7.0|6.8|6.2|6.8|6.7|6.9|6.9|7.2|6.6|7.4| |Effective Tax Rate- Tax / PBT|25.7|25.6|25.5|25.6|23.2|24.1|24.1|23.6|23.6|23.5|23.7|23.9| |Profit After Tax / Total Revenue|18.7|20.0|20.3|19.8|20.6|21.5|21.0|22.3|22.3|23.2|21.0|23.4| |Ratios - Growth| | | | | | | | | | | | | |Total Revenue|17.6|16.8|4.6|4.6|7.2|19.0|4.4|8.6|14.8|15.7|15.7|29.9| |EBITDA (Before Other Income)|11.7|14.0|10.5|7.6|6.6|21.5|0.6|5.3|25.3|7.8|(2.7)|39.4| |Profit After Tax|10.0|14.8|3.2|0.3|2.8|21.9|(1.8)|8.3|22.3|14.3|3.6|37.7| |Ratios - Balance Sheet| | | | | | | | | | | | | |Debt (excluding lease liabilities) - Equity Ratio|-|-|-|-|-|-|0.0|0.0|0.0|0.0|0.0|0.0| |Current Ratio|2.5|2.6|3.0|2.9|3.3|4.2|4.6|5.5|4.1|3.9|2.4|2.7| |Days Sales Outstanding (DSO) in ` terms|67|65|67|67|71|68|74|70|81|79|79|81| |Days Sales Outstanding (DSO) in $ terms|65|64|68|68|67|69|74|73|80|78|78|82| |Invested Funds / Capital Employed|50.4|57.4|52.6|53.1|47.7|55.2|55.6|55.8|45.8|42.3|43.9|44.0| |Capital Expenditure / Total Revenue|1.4|1.5|1.9|1.9|2.0|1.5|1.5|1.7|1.8|3.1|3.1|3.8| Note: The Company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. #Excluding the impact of one-time employee reward. # Ind As vs Indian GAAP |Unit|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015|FY 2014| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Operating Cash Flows / Total Revenue|%|18.6|20.8|23.6|23.6|20.6|19.5|20.4|21.4|17.6|20.5|20.5|18.0| |Free Cash Flow / Operating Cash Flow Ratio|%|92.7|92.6|91.9|91.9|90.5|92.5|92.8|92.3|89.7|84.8|84.8|78.9| |Depreciation of Property, Plant and Equipment / Average Gross Block of Property, Plant and Equipment|%|9.2|9.1|8.7|8.7|8.6|8.5|9.1|9.5|10.0|11.7|11.7|10.6| |EPS- adjusted for Bonus|`|115.19|103.62|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68|48.84| |Price Earnings Ratio, end of year|Times|27.8|36.1|35.6|36.6|21.2|24.1|21.2|18.2|20.4|22.8|25.1|21.8| |Dividend Per Share|`|115.00|43.00|38.00|38.00|73.00|30.00|50.00|47.00|43.50|79.00|79.00|32.00| |Dividend Per Share- adjusted for Bonus|`|115.00|43.00|38.00|38.00|73.00|30.00|25.00|23.50|21.75|39.50|39.50|16.00| |Market Capitalization / Total Revenue|Times|5.2|7.1|7.2|7.2|4.4|5.1|4.4|4.1|4.6|5.3|5.3|5.1| Note: The Company transitioned into Ind AS from April 1, 2015. *Excluding provision towards legal claim. #Excluding the impact of one-time employee reward. # Awards and Accolades # Financial Capital - Ranked #1 by revenue in the UK across the entire technology ecosystem for the second year, in the 2022 TechMarketView UK Software and IT Services Supplier Rankings. - Ranked #2, up one place over the prior year's position, in CRN's 2022 Solution Provider 500 rankings of the top system integrators, service providers and IT consultants by revenue in North America. - Won 3 awards at the India Risk Management Awards (IRMA) 2022 by ICICI Lombard and CNBC-TV18: 'Masters of Risk in IT-ITes' under the Large Cap category, Masters of Risk in Regulatory Compliance and Masters of Risk in Cyber Security. - Recognized with a special award in the category `Regional Asian Investor in Ireland', at the 2022 Asia Matters Business Awards. # Intellectual Capital - Awarded the Asia IP Elite Award 2022 for being an Exemplar of IP Value. - Named the Top Indian Company for Creating Brand in India and Abroad and awarded the World Intellectual Property Organization's (WIPO's) Users Trophy at the National Intellectual Property Awards 2021 & 2022. - Won ASSOCHAM IP Excellence Award for Best Intellectual Property (IP) Portfolio in the Large Enterprises category. - Won the CXO Tech Innovation Award for digital innovation in smart collaboration at the CXO Tech Awards 2022. - Recognized with `The Innovative 100' and `Mission Critical Master' awards by CIO 100 India. - TCS BaNCS™ ranked #1 in the Investment and Fund Management category for the third consecutive year, and #2 in the InsurTech category in the IBS Intelligence Sales League Tables for 2022. - TCS Quartz™ for Markets recognized as Best New Post Trade Solution of the Year by Financial Technologies Forum. - TCS Quartz recognized as an Industry Special Leader and ranked #1 Fraud Management solution in the IBS Intelligence Sales League Tables for 2022. - TCS Quartz won Outstanding Innovation of the Year at the Industry Excellence Awards by the Asset Servicing Times. - TCS OmniStore™ won the Omnichannel Technology of the Year award from Retail Systems for delivering a seamless customer experience. - TCS OmniStore and TCS Optumera™ won 2 Stevies at the International Business Awards 2022 in the AI/ML solution category. - The TCS Smart Store solution won the Best Customer Solution award at the IoT Solution Awards 2022 during the IoT Solutions World Congress."
+"- TCS Marketing Data Hub won the Economic Times DATA CON Awards 2022 for Automated Data Management. - CS Design Toolkit was awarded a Bronze award at the Stevie Awards Asia Pacific 2022 for Innovative Achievement in Customer Satisfaction. - TCS ADD™ Connected Clinical Trials platform won the India Pharma Award 2022 in the category, Excellence in Ancillary Pharma Services. # Awards and Accolades - Won an award for Revenue Generation (Customer Experience) at the Mint TechCircle Business Transformation Awards 2022. - Awarded SAP Customer Award for ""Best supplier collaboration story"" for TCS Procurement 4.0. - Won the Customer Innovation Award from Commvault in the Governance and compliance category for Digital Compliance solution. - Won a Gold at the Indian Smart Grid Forum Innovation Awards 2023 in the category 'Smart Technology - Electricity Transmission' for AI-Powered Control and Management of Power Networks. - Awarded 2 Golds at the 12th Competition on Software Verification (SV-COMP 2023) in the Reach Safety and Termination categories for TCS Research's tools VeriAbs and FuzzNT respectively. - Won the 'Special Purpose Vehicle Design' Award at the 12th CII Design Excellence Awards 2022 for PalPicker, a fork-over autonomous mobile robot by TCS. - Won 5 Stevies® in different categories at the 2023 Stevie® Awards for Sales & Customer Service, for solutions targeting the BFSI vertical. - Won 32 Brandon Hall awards (21 Golds, 7 Silvers and 4 Bronzes) and 13 Stevie awards (5 Golds, 5 Silvers and 3 Bronzes) across various functions in HR. - Won 2 awards at 2022 Brandon Hall Group Excellence in Technology Awards: 1 Gold for Best Advance in Business Strategy and Technology Innovation and 1 Silver for Best Advance in Learning Management Technology. - TCS products and solutions won 2 Gold, 3 Silver and 1 Bronze Stevies at the Stevie International Business Awards® 2022: 1 Gold in the Project Management Solution category for TCS Allocation Reimagination, 1 Gold in the Software Defined Infrastructure category for TCS Infrastructure as Code; 2 Silvers in the Artificial Intelligence/ Machine Learning Solution category for TCS Optumera™ and TCS OmniStore™; 1 Silver Stevie in the Event Management Solution category for TCS Prime Events and 1 Bronze in the Collaboration/Social Networking Solution category for TCS Enterprise Social Collaboration. # Human Capital - Named in the Forbes annual list of America's Best Large Employers, based on an independent survey of 45,000 employees working for American companies with more than 1,000 employees. - Certified as a Global Top Employer 2023 by the Top Employers Institute: - Recognized as a Top Employer in Europe for the eleventh consecutive year, and the Number One Top Employer in Belgium, Denmark, and The Netherlands. - Won the Indian Achievers' Award 2022 for Excellence in Industry Academia Collaboration from Indian Achievers Forum for the second year in a row. # Social Capital # CUSTOMER - Ranked the #1 IT service provider for customer satisfaction in Europe in an independent survey of over 1,800 CXOs of the continent's top IT spenders by Whitelane Research. This is the tenth consecutive year that TCS has topped this survey. TCS was also ranked #1 in France, Germany and the Nordics in the country-specific rankings published in Q4. - Ranked #1 in customer satisfaction in the UK, for the seventh year by Whitelane Research, with an overall customer satisfaction score of 82%. - Won the Supplier of the Year award in the Large Category (by spend) at the 2022 Microsoft Supplier Prestige Awards. - Won the 2022 Best IT Supplier Award from Infineon Technologies AG. - TCS and Virgin Media O2 won the GSA Professional Award 2022 in the category of Customer Experience Team of the Year for the technology transformation resulting in a cloud-native, resilient, future-ready IT infrastructure. # Awards and Accolades # INDUSTRY ANALYST - Won the SAP System Integrator BeLux 2022 award at the SAP BeLux Partner Awards for its strong partnership with SAP and its ongoing commitment to digital transformation and optimizing business processes. - TCS was ranked a Leader in 126 competitive assessments published by leading research firms in FY 2023 (92 in FY 2022). In 15 of these, TCS was positioned the foremost leader or ranked #1. - Won the 2021 Best Practices Company of the Year Award for its visionary innovation, market-leading performance, and unmatched customer impact in the GCC's Business Process Outsourcing Industry by Frost and Sullivan."
+"# INVESTOR - Recognized in FinanceAsia's Best Managed Companies 2022 list as the Best Managed Company and Most Effective in creating and implementing D&I Policies over the past 12 months, in India, based on a poll of investors and analysts across Asia. # PARTNER - Won three 2022 Microsoft Partner of the Year awards in the categories: SAP on Azure, Retail & Consumer Goods, and Global SI & Advisory Digital Transformation. - Named to the Microsoft Business Applications 2022/2023 Inner Circle, for the third consecutive year. This is based on TCS' sales achievements that place it in the top echelons of Microsoft Business Applications' global network of partners. - Recognized as the Microsoft Customer Success Partner of the Year for its commitment and dedication to building strong customer relationships and helping clients achieve their businesses success. - Won two Google Cloud Partner of the Year 2021 awards in the categories: Industry Solution Partner of the Year for Retail and Global Diversity & Inclusion Partner of the Year. - Won the 'Transformation Partner of the Year Award' at the Hitachi Vantara GSI Summit 2022 in Lisbon, Portugal. - Won the SUSE India Innovation Hero Award 2022 in the `Kubernetes Innovators' category. - Won the 'Emerging Partner of the Year 2022' award from Nexthink. - Recognized as BMC's Partner of the Year 2022 in the category `Digital Business Automation`. - Won the 2022 Growth Global System Integrator Partner of the Year award from Nutanix. - Won the APJ Top Alliance Growth Partner of the Year Award at Microfocus Partner Leadership Summit 2022. - Recognized as Enterprise Partner of the Year at the India 2022 AWS Partners of the Year awards; as the Security Partner of the Year (APJ) and Migration Partner of the Year (APJ) at the 2022 Regional and Global AWS Partners of the Year Awards. - Won ANZ 2022 AWS Partners of the Year award in the category Global Systems Integrator; and GSI Partner of the Year award at the AWS Summit, Bogota, Colombia. - TCS Interactive won the Digital Experience (DX) Partner of the Year 2022 award from Adobe. - Recognized as Global Partner of the Year 2022 by Beyond Trust. - Won Pega's Industry Excellence Award for Financial Services at the PegaWorldiNspire 2022. - Awarded Partner of the Year 2022 by Creatio for outstanding commitment to partnership and implementation of solutions. - Won 2 partner awards from Quadient at Inspire Days 2023: Services Partner of the Year - Americas and Breakthrough Partner of the Year - EMEA. - Named by Saviynt as the 'Delivery Partner of the Year' for APAC region. - Awarded by Siemens for the Highest Enterprise Sales Achievement for the Year 2022. - Won 2 awards at Yellow.ai's first-ever Virtual Partner Success Kickoff: Industry Partner of the Year - North America and Digital Transformation Award for TCS BaNCS. - Won the Qlik Global Transformation Awards 2022 for Partners Leveraging Active Intelligence for Transformation and Impact. - Won the Qlik Partner Excellence Award FY 21-22 in the category `Most Deal Influencer SI Partner`. File: AR_TCS_2022_2023.md - Named Intel Global System Integrator Partner of the year 2022. # COMMUNITY - Named as one of the top 50 community-minded companies in the United States; recognized as the Information Technology Sector Lead for the fourth year and honored with the Strategic Volunteer Award for aligning employee volunteer time and talent with its strategic CSR programs. - Won the Gold award in the WASH Initiative category at the 6th CSR Health Impact Awards for TCS' IoT-based smart water management solution in support of the Government of India's Jal Jeevan Mission. - Ranked the 2nd Largest CSR Spender according to the 2022 Burgundy Private Hurun India 500 list. - Awarded Gold at The Economic Times Human Capital Awards 2022 in the Excellence in Social Initiative category for the Sadhana SamarpaN initiative under TCS Purpose4Life. # BRAND - Named in the Fortune® magazine's 2023 list of the World's Most Admired Companies. - Ranked the second most valuable IT services brand globally by Brand Finance. - Only brand from India in the Top 50 in the 2022 Kantar BrandZ Top 100 Most Valuable Global Brands; also ranked among the Top 10 fastest growing brands globally. - Ranked as the most valuable Indian brand by Kantar BrandZ India; TCS' brand value rose 212% from 2020 to 2022. - Ranked as the second most valuable Indian company by the 2022 Hurun Global 500 report."
+"- Won a Gold at the ITSMA 2022 Marketing Excellence Awards in the category `Collaborating with Sales' for Digital Store. - Won a Drum Award for B2B 2022 in the category 'Most Effective Digital Transformation Initiative'. # Natural Capital - Won first place at the Celonis Ecosystem Hackathon for Smart Metering for Utilities to Reduce CO2 Emissions under the Use Case Ideation category. - TCS' Digital Farming Initiatives won the NASSCOM Enterprise Cloud Awards '22 in the category `Excellence in Leveraging Cloud for Sustainability`. - TCS' Food Digital Twin won the 2022 Vivekananda Sustainability Award for 'Innovative Use of Technology for Environmental Improvement'. - Won an award for 'Natural Resources Conservation' at the Dun & Bradstreet ESG Awards 2023. TCS brand ranked #4 overall and #1 among all technology firms in the 2022 FutureBrand Index for innovation, good customer service, contented workforce and strong management. # Corporate Governance Report # I. Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising employees, investors, customers, regulators, suppliers and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company follows the Tata Group philosophy of building sustainable businesses that are rooted in the community and demonstrate care for the environment. Being a part of the Tata Group, which epitomizes sustainability, the Company has inherited a strong legacy of fair and transparent ethical governance, as embodied in the Tata Code of Conduct (TCoC). The Company has adopted a Code of Conduct for its Information Security Policy that ensures proper utilization of IT resources. The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (""Insider Trading Code""). The details of TCS' board structure and the various committees that constitute the governance structure of the organization are covered in detail in this report. # Material Topics and TCS' Approach |Material Topic|TCS' Approach| |---|---| |Board effectiveness, independence and protection of minority shareholders' interests|Board effectiveness is enhanced by setting a high bar in selecting the right mix of individuals to serve on the Board, with the right qualifications, expertise and experience, who can collectively serve the best interests of all stakeholders, maintain board and management accountability and drive corporate ethics, values and sustainability. Profiles of Board of Directors are available at https://www.tcs.com/ir-corporate-governance. For greater diversity of opinions and perspectives within the Board, the Nomination and Remuneration Committee has fostered diversity in terms of backgrounds, areas of expertise and:| | |* Gender: Two (22.2 per cent) of the nine Directors are women.| | |* Nationality: Three nationalities represented - Indian, American and Danish.| | |* Industry: Technology, Banking, Energy, Transportation and Academia.| 21 GRI 2-9 GRI 2-10 Corporate Governance Report | 113 # Material Topic # Avoidance of conflict of interest # Values, Ethics and compliance # TCS' Approach TCS' policy on Appointment of Directors and Board Diversity can be found at https://on.tcs.com/appointment-BoD. Board independence is ensured by having an independent majority, with 5 independent directors out of 9 i.e., 55.6 percent. None of the independent directors is related to each other, or to the non-independent directors. Average tenure of independent directors is 6 years. Board effectiveness is further improved by ensuring that none of the directors holds directorships in more than seven listed entities, and none of the executive directors serves as an independent director on the Boards of more than three listed entities. TCS' governance philosophy around minority shareholders' interests is guided by the TCoC which emphasizes fairness and transparency to all stakeholders. Further a qualified, diverse and independent Board ensures that minority shareholders' interests are protected. TCS strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments."
+"The Company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances to the Company Secretary's office through a well-publicized channel, where complaints are tracked till closure. The Stakeholders' Relationship Committee oversees the redressal of these complaints. Chairmanship of the Board is a non-executive position, and separate from that of the Chief Executive Officer and Managing Director (CEO and MD). TCoC for non-executive directors, and for independent directors, carries explicit clauses covering avoidance of conflict of interest. Likewise, it explicitly prohibits any employee - including the executive directors - from accepting any position of responsibility, with or without remuneration, with any other organization without TCS' prior written approval. For the executive directors, such approval must be obtained from the Board. Over the last five decades, TCS has consistently demonstrated very principled conduct and has earned its reputation for trust and integrity while building a highly successful global business. The Company's core values are: Leading Change, Integrity, Respect for the Individual, Excellence, and Learning and Sharing. The TCoC serves as a moral guide and a governing framework for responsible corporate citizenship. It sets out guidelines on various topics including respect for human rights, prohibition of bribery and corruption, recognition of employees' freedom of association, and avoidance of conflicts of interest. Every employee of the Company is required to sign the TCoC at the time of joining. Web-based annual refresher courses are mandated to ensure continued awareness of the Code. Further, frequent communications from the leadership, reiterate the importance of the company values and the TCoC. Customers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts. Employees also undergo Web-based mandatory training every year on Anti-bribery and ethical behaviour. They can raise ethics concerns on Ultimatix - the intranet portal of the Company, which are investigated and tracked to closure by the HR department. Employees and other stakeholders can also report any non-compliance to the TCoC or to the laws of the land by senior executives directly to the Chairman of the Audit Committee under the Whistle blower Policy without fear of retaliation. Information about these channels is communicated to employees as part of the mandatory training modules. 43 GRI 2-15 5 GRI 2-11 6 https://www.tcs.com/tata-code-of-conduct GRI 2-12 # Material Topic # TCS' Approach Compliance to laws of the countries in which we operate, as well as global legislation such as Foreign Corrupt Practices Act, Bribery Act, 2010, etc. are monitored through formal compliance procedures led by the Corporate compliance office. Changes to legislation are closely monitored, risks are evaluated and effectively managed across the business operations. Governance, Risk and Compliance are overseen by the Chief Compliance Officer, Chief Risk Officer and the Chief HR Officer who report to the Chief Operating Officer and Executive Director (COO and ED), and CEO and MD respectively. At the apex level, the Audit Committee headed by an Independent Director oversees compliance to the TCoC, Anti-Bribery and Anti-Corruption Policy, Gift and Hospitality Policy and also to the external regulations. # Tax Strategy TCS is committed to comply with the applicable laws and regulations, and believes in reporting to the respective tax authorities, relevant information that is complete and accurate, in a timely manner. TCS does not engage in aggressive and contrived tax planning or tax structuring for the purpose of gaining tax advantages. TCS's tax policy is to optimize the tax cost, avail tax incentives where available, while achieving 100 per cent compliance with the spirit as well as the letter of the tax laws and regulations in all countries in which it operates. Compliance is achieved through a robust compliance reporting and monitoring process, with a strong governance on minimizing the tax risk. TCS has zero tolerance towards tax evasion, or the facilitation of tax evasion, by itself or by its employees or vendors. TCS maintains open and collaborative relationships with governments and tax authorities worldwide. Where appropriate, TCS seeks advance clearance from tax authorities on the proposed tax treatment of transactions, helping pre-empt future disputes. # Board Oversight of Sustainability Matters TCS' approach to sustainable growth is built on the belief that it can expand its business by creating longer term value for all its stakeholders, including employees, customers, suppliers and local communities, while also valuing the environment."
+"The various sustainability topics material to TCS are overseen by the relevant Board committees, as outlined below: |Material Sustainability Topics|Board Committee| |---|---| |Financial reporting, robustness of internal controls and risk management systems, auditor remuneration, compliance to policies around insider trading, whistle blower, ethics and TCoC.|Audit Committee| |Risk management policy and plan, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringement risks.|Risk Management Committee| |Recommend composition of Board and its committees, appointment/re-appointment of directors and KMP, design executive directors' remuneration, recommend remuneration policy for directors, executive team and KMP, evaluation of the performance of the Board, Committees and Directors.|Nomination and Remuneration Committee| |Health and safety at the workplace, shareholder grievances and other sustainability initiatives.|Stakeholders' Relationship Committee| |Community initiatives and Corporate Social Responsibility, including compliances.|Corporate Social Responsibility Committee| # Succession planning TCS' philosophy of empowering employees, its industry-leading talent retention, and an organization structure that devolves executive decision-making across the three business groups (viz., Relationship Incubation group, Enterprise Growth group and Business Transformation group) have resulted in a large and deep bench of leadership talent that enables robust succession planning and continuity and consistency in strategy. Succession planning for the top two leadership positions in each business unit is reviewed by senior management. Additionally, heads of business units carry out succession planning for key functions within their units. Succession planning at senior management levels is reviewed by the Board. Business or unit heads are invited to present on specific topics at Board meetings from time to time, offering an opportunity to the directors to assess their values, competencies, and capabilities. 7 GRI 207-1, GRI 207-2, GRI 207-3. TCS Tax Strategy link: https://on.tcs.com/TCS-Tax-Strategy 8 GRI 2-12, GRI 2-14, TCFD Governance A & B # Material Topic # TCS' Approach Building sustainable and responsible supply chain TCS requires its suppliers to sign the TCoC upon empanelment. That includes principles on protecting and safeguarding human rights, treating all persons with respect and dignity while safeguarding their rights, the abolition of forced and compulsory labor, child labor in the supply chain and strong corporate governance practices including anti-corruption and bribery and promoting fair business practices across the supply chain. TCoC also requires its suppliers to protect the environment and make conscious use of scarce natural resources in their business processes and at the same time highlighting the importance of health and safety in its workplace and expects the supplier to comply with sustainable business practices in letter and spirit in turn for its employees. The Company supports the principles contained in the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights. It works with its suppliers to ensure that they too are fully aligned with these principles. # II. Board of Directors # i. As on March 31, 2023, the Company has nine Directors. Of the nine Directors, seven (i.e. 77.8 percent) are Non-Executive Directors out of which five (i.e. 55.6 percent) are Independent Directors including women directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Sections 149 and 152 of the Act. # ii. None of the Directors on the Board: - holds directorships in more than ten public companies; - serves as Director or as independent directors in more than seven listed entities; and - who are the Executive Directors serve as independent directors in more than three listed entities. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2023 have been made by the Directors. None of the Directors is related to each other except N G Subramaniam and N Chandrasekaran. # iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management."
+"Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. # iv. Six Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: April 11, 2022; July 8, 2022; October 10, 2022; January 9, 2023 and March 13 and 14, 2023 and March 16, 2023. The necessary quorum was present for all the meetings. # v. The names and categories of the directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting (""AGM""), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships/Memberships held by them in other public limited companies as on March 31, 2023 are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public limited companies in which he/she is a director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. # Corporate Governance Report # Director Information |Name of the Director and DIN|Category|Number of Board Meetings attended during the FY 2023|Whether attended last AGM held on June 9, 2022|Number of Directorships in other Public Companies|Chairman|Member| |---|---|---|---|---|---|---| |N Chandrasekaran (Chairman) DIN 00121863|Non-Independent, Non-Executive|6|Yes|7|-|-| |Rajesh Gopinathan (Chief Executive Officer and Managing Director) DIN 06365813|Non-Independent, Executive|6|Yes|-|-|-| |N G Subramaniam (Chief Operating Officer and Executive Director) DIN 07006215|Non-Independent, Executive|6|Yes|2|1|-| |O P Bhatt DIN 00548091|Independent, Non-Executive|6|Yes|1|3|-| |Aarthi Subramanian DIN 07121802|Non-Independent, Non-Executive|6|Yes|2|5|-| |Dr Pradeep Kumar Khosla* DIN 03611983|Independent, Non-Executive|4|Yes|-|-|-| |Hanne Sorensen DIN 08035439|Independent, Non-Executive|6|Yes|-|1|-| |Keki Mistry DIN 00008886|Independent, Non-Executive|6|Yes|1|4|-| |Don Callahan DIN 08326836|Independent, Non-Executive|6|Yes|-|-|-| *Re-appointed as Independent Director for a second term w.e.f. January 11, 2023 # Number of Committee positions held in other Public Companies |Chairman|Member| |---|---| |-|-| |-|-| |1|5| |1|3| |-|-| |-|2| |1|6| |-|-| # Directorship in other listed entity (Category of Directorship) - 1. Tata Steel Limited @ - 2. Tata Motors Limited@ - 3. Tata Consumer Products Limited @ - 4. The Tata Power Company Limited @ - 5. The Indian Hotels Company Limited @ - 6. Tata Chemicals Limited @ - 1. Tata Elxsi Limited @ - 2. Tata Communications Limited@ - 3. Tejas Networks Limited @ - 1. Hindustan Unilever Limited # - 2. Tata Steel Limited # - 3. Tata Motors Limited # - 4. Aadhar Housing Finance Limited (Debt Listed)# - 1. Tata Capital Limited (Debt Listed)@ - 1. Housing Development Finance Corporation Limited $ - 2. Torrent Power Limited # - 3. HDFC Life Insurance Company Limited^ - 4. HDFC Asset Management Company Limited@ - 5. HDFC ERGO General Insurance Company Limited # Category of directorship held: @Non-Independent, Non-Executive # Independent, Non-Executive $ Executive Director ^ Nominee, Non-Executive Video-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings. # vi. During FY 2023, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. During FY 2023, two meetings of the Independent Directors were held on April 8, 2022 and March 13, 2023. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2023 are given below: |Name|Category|Number of equity shares| |---|---|---| |N Chandrasekaran|Non-Independent, Non-Executive|1,77,056| |Aarthi Subramanian|Non-Independent, Non-Executive|5,600| |Rajesh Gopinathan|Non-Independent, Executive|2,760| |N G Subramaniam|Non-Independent, Executive|1,97,760| |Keki Mistry*|Independent, Non-Executive|4,150| *includes shares held jointly with his relative The Company has not issued any convertible instruments. # x."
+"The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board: - Global Business: Understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions. - Strategy and Planning: Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments. - Governance: Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values. The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the requisite skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company's business or is a proven academician in the field relevant to the Company's business. Being an IT service provider, the Company's business runs across different industry verticals, geographical markets and is global in nature. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to the industries/fields from where they come. # III. Committees of the Board i. There are six Board Committees as on March 31, 2023, details of which are as follows |Name of the Committee|Extract of terms of reference|Category and composition| |---|---|---| |Audit Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act. The terms of reference of the Committee, inter alia, includes:|Name| | | |Keki Mistry| | | |Independent, Non-Executive| | | |O P Bhatt| | | |Independent, Non-Executive| | | |Aarthi Subramanian| | | |Non-Independent, Non-Executive| | | |Dr Pradeep Kumar Khosla| | | |Independent, Non-Executive| | | |Hanne Sorensen| | | |Independent, Non-Executive| | | |Don Callahan| | | |Independent, Non-Executive| - Oversight of financial reporting process. - Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval. - Evaluation of internal financial controls and risk management systems. - Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. - Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same. - To consider matters with respect to the TCoC, Anti-Bribery and Anti-Corruption Policy and Gift and Hospitality Policy. # Other details - Four meetings of the Audit Committee were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. - Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings. - The Company Secretary acts as the Secretary to the Audit Committee. - Pradeep Manohar Gaitonde, Company Secretary is the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. - Quarterly Reports are sent to the members of the Audit Committee on matters relating to the Insider Trading Code. - The previous AGM of the Company was held on June 9, 2022 and was attended by Keki Mistry, Chairman of the Audit Committee. # Extract of terms of reference # Nomination and Remuneration Committee (""NRC"") Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. The terms of reference, inter alia, includes: - Recommend to the Board the setup and composition of the Board and its Committees. - Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. - Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarization programs for Directors. |Name|Category| |---|---| |O P Bhatt|Independent, Non-Executive (Chairman)| |N Chandrasekaran|Non-Independent, Non-Executive| |Hanne Sorensen|Independent, Non-Executive| # Stakeholders' Relationship Committee (""SRC"") Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. The terms of reference, inter alia, includes: - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. - Review activities with regard to the Health Safety and Sustainability initiatives of the Company."
+"|Name|Category| |---|---| |Dr Pradeep Kumar Khosla|Independent, Non-Executive (Chairman)| |Rajesh Gopinathan|Non-Independent, Executive| |Keki Mistry|Independent, Non-Executive| # Corporate Social Responsibility (""CSR"") Committee Committee is constituted in line with the provisions of Section 135 of the Act. The terms of reference of the committee, inter alia, includes: - Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. |Name|Category| |---|---| |N Chandrasekaran|Non-Independent, Non-Executive (Chairman)| |O P Bhatt|Independent, Non-Executive| |N G Subramaniam|Non-Independent, Executive| # Other details File: AR_TCS_2022_2023.md - Four NRC meetings were held during the year under review. - The Company does not have any Employee Stock Option Scheme. - Details of Performance Evaluation Criteria and Remuneration Policy are provided at serial no. III (iii) below. - The previous AGM of the Company was held on June 9, 2022 and was attended by O P Bhatt, Chairman of the NRC. - Two meetings of the SRC were held during the year under review. - Details of Investor complaints and Compliance Officer are provided at serial no. III (ii) below. - The previous AGM of the Company was held on June 9, 2022 and was attended by Dr Pradeep Kumar Khosla, Chairman of the SRC. - Four meetings of the CSR Committee were held during the year under review. - Four Board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on CSR activities of the Company were held during the year. # Extract of terms of reference # Risk Management Committee (""RMC"") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. |Name|Category| |---|---| |Keki Mistry (Chairman)|Independent, Non-Executive| |Don Callahan|Independent, Non-Executive| |Rajesh Gopinathan|Non-Independent, Executive| |N G Subramaniam|Non-Independent, Executive| |Samir Seksaria|Chief Financial Officer| The terms of reference of the committee, inter alia, includes: - Formulate, monitor and review risk management policy and plan, inter alia, covering investment of surplus funds, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks. - Approve addition/deletion of banks from time to time for carrying out Treasury transactions and delegate the said power to such person as may deem fit. * Three meetings of the RMC were held during the year under review. * Fortnightly reports on management of foreign exchange risks are made available to the members of the RMC. # Executive Committee Detailed review of the following matters which form part of terms of Executive Committee, were presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the Board. The terms of reference of these committees are available on the website (https://www.tcs.com/ir-corporate-governance) The said matters were discussed in various Board meetings held during the year under review in the presence of the Executive Committee Members with the intent to avail expertise of all Board members. # ii. Stakeholders' Relationship Committee - other details # a. Name, designation and address of Compliance Officer: Pradeep Manohar Gaitonde, Company Secretary Tata Consultancy Services Limited, 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 # b. Details of investor complaints received and resolved during FY 2023 are as follows: |Opening as on April 1, 2022|Received during the year|Resolved during the year|Closing as on March 31, 2023| |---|---|---|---| |-|178|174|4| # iii. Nomination and Remuneration Committee - other details Performance Evaluation Criteria for Independent Directors The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement. # Remuneration Policy The remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations."
+"In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Managing Director and each Executive Director. The Company pays sitting fees of `30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Company also pays commission to the Non-Executive Directors within the ceiling of 1 percent of the net profits of the Company as computed under the applicable provisions of the Act, with the approval of the Members. The said commission is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and distributed amongst the Non-Executive Directors based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. The Remuneration policy is available on https://on.tcs.com/remuneration-policy. # iv. Details of the Remuneration for the year ended March 31, 2023 # a) Non-Executive Directors |Name|Commission (` lakh)|Sitting Fees (` lakh)| |---|---|---| |N Chandrasekaran, Chairman@|-|4.20| |O P Bhatt|275.00|6.00| |Aarthi Subramanian@@|-|3.00| |Dr Pradeep Kumar Khosla|250.00|3.30| |Hanne Sorensen|250.00|4.80| |Keki Mistry|275.00|5.10| |Don Callahan|250.00|4.20| |Total|1,300.00|30.60| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company. # b) Managing Director and Executive Director |Name of Director|Salary (` lakh)|Benefits, Perquisites and Allowances|Commission|ESPS*| |---|---|---|---|---| |Rajesh Gopinathan|173.00|243.00|2,500.00|-| |N G Subramaniam|161.30|248.90|1,950.00|-| *Employee Stock Purchase Scheme The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as actuarial valuation and premium payments are done at the Company level. Services of the Executive Directors may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. # v. Number of committee meetings held and attendance records |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |No. of meetings held|4|4|2|4|3| |Date of meetings|April 11, 2022; July 8, 2022; October 10, 2022 and January 9, 2023|April 11, 2022; October 11, 2022; March 13, 2023 and March 16, 2023|September 6, 2022 and January 11, 2023|April 14, 2022; July 18, 2022; October 11, 2022 and February 13, 2023@|July 5, 2022; October 12, 2022 and January 11, 2023| |Name of Member|No. of meetings attended| |---|---| |N Chandrasekaran|-| |Rajesh Gopinathan|-| |O P Bhatt|4| |N G Subramaniam|-| |Aarthi Subramanian|4| |Dr Pradeep Kumar Khosla|3| |Hanne Sorensen|4| |Keki Mistry|4| |Don Callahan|4| |Samir Seksaria|-| Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. @ TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on CSR activities of the Company, has held four meetings during the FY 2023. # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2020|June 11, 2020| | | |2021|June 10, 2021|3.30 p.m.|Meeting conducted through VC / OAVM pursuant to the MCA Circular| |2022|June 9, 2022| | | # V. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2023. # c. Special resolution: Special resolution for change of place of keeping and inspection of the registers and Annual Returns of the Company was passed at the AGM held in 2022 and no special resolution was passed in the previous AGMs held in 2021 and 2020. # ii."
+"Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise, details of the voting pattern and procedure of postal ballot: The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated January 9, 2023 for appointment of Dr Pradeep Kumar Khosla (DIN 03611983) as a director and re-appointment as an independent director for a second consecutive term of five years which was duly passed and the results of which were announced on February 13, 2023. P N Parikh (Membership No. FCS 327) of Parikh & Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. Details of the voting pattern are provided below: |Votes in favour of the resolution|Votes against the resolution|Invalid votes| |---|---|---| |Number of members voted|Number of valid Votes cast (Shares)|Percentage of total valid votes cast| |10,887|3,34,46,40,571|99.05| |569|3,21,56,152|0.95| |Total number of members whose votes were declared invalid|Total number of invalid votes cast (Shares)| | |-|-| | Procedure for postal ballot: The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the General Circular nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022, 11/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022 respectively issued by the Ministry of Corporate Affairs. # iii. Details of special resolution proposed to be conducted through postal ballot: None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # VI. A certificate has been received from Parikh & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. # VII. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) has been appointed as the Statutory Auditors of the Company. The particulars of payment of Statutory Auditors' fees, on consolidated basis for FY 2023 is given below: |Particulars|Amount (` lakh)| |---|---| |Services as statutory auditors (including quarterly audits)|1,120.40| |Tax audit|70.00| |Services for tax matters|24.10| |Other matters|402.01| |Reimbursement of out-of-pocket expenses|86.20| |Total|1,702.71| # VII. Other Disclosures |Particulars|Statutes|Details|Website link for details/policy| |---|---|---|---| |Related party transactions|Regulation 23 of SEBI (""RPT"")|During the year all RPTs entered by the Company were in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis and were approved by the members of Audit Committee including Independent Directors. The Company had sought the approval of shareholders at the 27th AGM held on June 9, 2022 for material RPT as per Regulation 23 of SEBI Listing Regulations. Similarly the Company intends seeking approval of its shareholders for the existing and material related party transactions for FY 2023 at its ensuing annual general meeting to be held on June 29, 2023. The Board's approved policy for related party transactions is uploaded on the website of the Company.|https://on.tcs.com/RPT| |Details of non-compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three financial years|Schedule V (C) 10(b) to the SEBI Listing Regulations|NIL| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has this Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|https://on.tcs.com/WhistleBP| |Discretionary requirements|Schedule II Part E of the SEBI Listing Regulations|The auditors' report on financial statements of the Company are unmodified. Internal auditors of the Company make quarterly presentations to the Audit Committee on their reports.| | # Particulars |Particulars|Statutes|Details|Website link for details/policy| |---|---|---|---| |Subsidiary Companies|Regulation 24 of the SEBI Listing Regulations|The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies."
+"The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.|https://on.tcs.com/| |Policy on Determination of Materiality for Disclosures|Regulation 30 of the SEBI Listing Regulations|Policy on Determination of Materiality for Disclosures|https://on.tcs.com/| |Policy on Archival and Preservation of Documents|Regulations 30 and 9 of the SEBI Listing Regulations|The Company has adopted this policy.|https://on.tcs.com/| |Reconciliation of Share Capital Audit Report|Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 and SEBI Circular No. D&CC/FITTC/Cir-16/2002|A practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.|https://www.tcs.com/ir-corporate-governance| |Code of Conduct|Regulation 17 of the SEBI Listing Regulations|The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2023. A certificate by the CEO and MD, on the compliance declarations received from the members of the Board and Senior Management forms part of this report.|https://www.tcs.com/tata-code-of-conduct| |Dividend Distribution Policy|Regulation 43A of the SEBI Listing Regulations|A regular annual dividend generally consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.|https://on.tcs.com/| # Particulars |Terms of Appointment of Independent Directors|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV to the Act|Terms and conditions of appointment/re-appointment of Independent Directors are available on the Company's website.| |---|---|---| |Familiarization Program|Regulation 25(7) and 46 of SEBI Listing Regulations|Details of familiarization program imparted to Independent Directors are available on the Company's website.| |Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018|Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014|The details have been disclosed in the Business Responsibility and Sustainability Report forming part of the Integrated Annual Report.| # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include, The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Website link for details/policy: - https://on.tcs.com/ApptID - https://on.tcs.com/familiarization-programme Statutory notices are published in The Free Press Journal, Business Standard and Navshakti. The Company also issues press releases from time to time. Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors/analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. The Management Discussion and Analysis Report is a part of the Integrated Annual Report. # IX. General shareholder information # i. Annual General Meeting for FY 2023 Date: June 29, 2023 Time: 3.30 p.m. (IST) Venue: Meeting is being conducted through VC/OAVM pursuant to the MCA General Circulars dated May 5, 2020 read with general circulars dated April 8, 2020, April 13, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022 and December 28, 2022. For details, please refer to the Notice of this AGM. As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM. # ii. Financial Calendar Year ending: March 31 AGM in: June # iii. Dividend Payment The final dividend, if approved, shall be paid/credited on Monday, July 3, 2023 # iv. Date of Book Closure/ Record Date As mentioned in the Notice of this AGM # v."
+"Listing on Stock Exchanges National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001 # vi. Stock Codes/Symbol NSE: TCS BSE: 532540 Listing Fees as applicable have been paid. # vii. Corporate Identity Number (CIN) L22210MH1995PLC084781 of the Company # viii. Market Price Data High, Low (based on daily closing prices) and number of equity shares traded during each month in FY 2023 on NSE and BSE: |Month|High (`)|Low (`)|Total number of equity shares traded|High (`)|Low (`)|Total number of equity shares traded| |---|---|---|---|---|---|---| |Apr-2022|3,814.80|3,471.90|4,32,95,317|3,814.05|3,474.30|25,10,240| |May-2022|3,542.40|3,167.65|5,11,24,294|3,542.05|3,166.60|36,60,216| |Jun-2022|3,440.15|3,088.90|5,06,89,330|3,438.80|3,089.25|24,67,335| |Jul-2022|3,315.10|2,994.60|5,98,47,596|3,316.15|2,993.55|38,61,555| |Aug-2022|3,422.50|3,132.55|3,43,42,786|3,422.45|3,133.70|30,20,461| |Sep-2022|3,242.95|2,982.05|5,39,36,799|3,241.30|2,982.80|45,03,708| |Oct-2022|3,193.15|2,984.95|3,65,59,310|3,193.05|2,985.70|44,09,532| |Nov-2022|3,397.35|3,205.65|3,55,04,157|3,397.40|3,206.00|38,39,303| |Dec-2022|3,475.65|3,202.05|3,23,69,777|3,475.10|3,201.60|16,43,242| |Jan-2023|3,436.30|3,211.55|3,99,21,886|3,435.85|3,212.00|16,15,077| |Feb-2023|3,558.05|3,312.85|3,13,42,992|3,553.95|3,314.15|11,07,802| |Mar-2023|3,390.40|3,106.10|39,995,219|3,389.70|3,105.90|14,00,734| # ix. Performance of the share price of the Company in comparison to the BSE Sensex TCS Share price and BSE Sensex Movement 11010090807060 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 TCS Share Price BSE Sensex Base 100 = Friday, April 1, 2022 # x. Registrar and Transfer Agents Name and Address: TSR Consultants Private Limited (TCPL) C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai 400 083 Telephone: +918108118484 Fax: +91226656 8494 E-mail: csg-unit@tcplindia.co.in Website: https://www.tcplindia.co.in # xi. Places for acceptance of documents Documents will be accepted at the above address between 10.00 a.m. and 5.00 p.m. (Monday to Friday except bank holidays). For the convenience of the shareholders, documents will also be accepted at the following branches of TCPL: |Place|Name and Address|Phone/Email| |---|---|---| |Mumbai|TSR Consultants Private Limited Building 17/19, Office no. 415 Rex Chambers, Ballard Estate, Walchand Hirachand Marg, Fort, Mumbai-400 001|Tel: +91 7304874606 Email: csg-unit@tcplindia.co.in| |Bengaluru|TSR Consultants Private Limited C/o.Mr. D. Nagendra Rao ""Vaghdevi"" 543/A, 7th Main 3rd Cross, Hanumanthnagar Bengaluru-560 019|Tel: +91 80 26509004 Email: csg-unit@tcplindia.co.in| |Kolkata|TSR Consultants Private Limited C/o. Link Intime Private Limited Vaishno Chamber, Flat No. 502 & 503 5th Floor, 6, Brabourne Road, Kolkatta- 700001|Tel: +91 33 40081986 Email: csg-unit@tcplindia.co.in| |New Delhi|TSR Consultants Private Limited C/o. Link Intime India Private Limited Noble Heights, 1st Floor Plot No NH-2, C-1 Block, LSC Near Savitri Market, Janakpuri, New Delhi - 110 058|Tel: +91 11 49411030 Email: csg-unit@tcplindia.co.in| |Jamshedpur|TSR Consultants Private Limited Qtr. No. L-4/5, Main Road, Bistupur (Beside Chappan-Bhog Sweet Shop) Jamshedpur-831 001|Tel: +91 657 2426937 Email: csg-unit@tcplindia.co.in| |Ahmedabad|TSR Consultants Private Limited C/o. Link Intime India Private Limited Amarnath Business Centre-1 (ABC-1) Beside Gala Business Centre, Nr. St. Xavier's College Corner Off. C.G. Road, Ellisbridge, Ahmedabad-380006|Tel: +91 79 26465179 Email: csg-unit@tcplindia.co.in| # xii. Share Transfer System In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. Pursuant to SEBI Circular dated January 25, 2022, the listed companies shall issue the securities in dematerialized form only, for processing any service requests from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition, etc. After processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository Participant for dematerializing those shares. If the shareholders fail to submit the dematerialisation request within 120 days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company. Shareholders can claim these shares transferred to Suspense Escrow Demat account on submission of necessary documentation. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorized by the Board severally to approve transfers, which are noted at subsequent Board Meetings. # xiii. Shareholding as on March 31, 2023 # a) Distribution of equity shareholding |Number of shares|Holding|Percentage to capital|Number of accounts|Percentage to total accounts| |---|---|---|---|---| |1-100|4,94,62,770|1.35|23,14,765|88.31| |101-500|5,21,27,240|1.42|2,58,714|9.88| |501-1000|1,87,54,401|0.51|26,324|1.00| |1001-5000|3,30,46,498|0.90|17,176|0.66| |5001-10000|1,08,58,233|0.30|1,539|0.06| |10001-20000|1,07,71,057|0.29|767|0.03| # Number of shares |Number of shares|Holding|Percentage to capital|Number of accounts|Percentage to total accounts| |---|---|---|---|---| |20001-30000|84,82,523|0.23|346|0.01| |30001-40000|61,77,198|0.17|177|0.01| |40001-50000|54,50,619|0.15|120|0.00| |50001-100000|2,67,46,395|0.74|371|0.01| |100001-above|3,43,71,74,439|93.94|800|0.03| |TOTAL|3,65,90,51,373|100.00|26,21,099|100.00| # b) Categories of equity shareholding |Category|Number of equity shares held|Percentage of holding| |---|---|---| |Promoter|2,64,43,17,117|72.27| |Other Entities of the Promoter Group|10,68,956|0.03| |Mutual Funds|12,70,84,071|3.47| |Banks, Financial Institutions, State and Central Government|1,96,96,625|0.53| |Insurance Companies|20,36,77,391|5.57| |Foreign Institutional Investors|46,53,36,259|12.72| |NRIs, OBCs, Foreign Nationals|77,22,080|0.21| |Corporate Bodies, Trusts|1,10,67,582|0.29| |Indian Public and Others|17,63,09,365|4.83| |Alternate Investment Fund|21,70,419|0.06| |IEPF account|6,01,508|0.02| |TOTAL|3,65,90,51,373|100.00| # c) Top ten equity shareholders of the Company |Sr."
+"No.|Name of the shareholders*|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Private Limited|2,64,43,17,117|72.27| |2|Life Insurance Corporation of India|16,34,27,223|4.47| |3|SBI Mutual Fund|3,65,24,190|1.00| |4|Invesco Developing Markets Fund|3,10,72,921|0.85| |5|Axis Mutual Fund|1,96,65,244|0.54| |6|Government of Singapore|1,64,30,083|0.45| |7|NPS Trust|1,58,20,315|0.43| |8|Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds|1,41,75,888|0.39| |9|Vanguard Total International Stock Index Fund|1,34,57,122|0.37| |10|UTI Mutual Fund|1,26,67,041|0.35| *Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder # xiv. Dematerialization of shares and liquidity The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares of the Company representing 99.98 percent of the Company's equity share capital are dematerialized as on March 31, 2023. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on March 31, 2023, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments. # xvi. Commodity price risk or foreign exchange risk and hedging activities The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. # xvii. Loans and advances The Company has not given any loans and advances to firms/company in which directors are interested. # xviii. Equity shares in the suspense account In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2022|26|1,640| |Shareholders who approached the Company for transfer of shares from suspense account during the year|-|-| |Shareholders to whom shares were transferred from the suspense account during the year|-|-| |Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act|26|820| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2023|26|820| The voting rights on the shares outstanding in the suspense account as on March 31, 2023 shall remain frozen till the rightful owner of such shares claims the shares. # xix. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund File: AR_TCS_2022_2023.md Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (""IEPF Rules""), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website https://on.tcs.com/unclaimed-dividend. In light of the aforesaid provisions, the Company has during the year, transferred to IEPF the unclaimed dividends, outstanding for seven years, of the Company, erstwhile CMC Limited (since amalgamated with the Company). Further, shares of the Company, in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority. The details of unclaimed dividends and shares transferred to IEPF during FY 2023 are as follows: |Financial year|Amount of unclaimed dividend transferred (` lakh)|Number of shares transferred| |---|---|---| |2014-15|214.43*|2,589| |2015-16|168.93*|47,643| |TOTAL|383.36|50,232| *Includes dividend and fractional shares entitlement arising out of amalgamation of erstwhile CMC Limited The Members who have a claim on above dividends and/or shares are requested to follow the below process: 1."
+"Submit self-attested copies of documents provided in IEPF 5 helpkit, which is available on IEPF website (www.iepf.gov.in) to the Company/ Registrar and Transfer Agent (RTA). 1. After verification of the aforesaid documents submitted, Company will issue an entitlement letter. 2. File Form IEPF-5 on IEPF website and send self-attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to RTA. 3. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority. Members are requested to note that no claims shall lie against the Company in respect of the dividend/shares transferred to IEPF. # The following table gives information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's RTA: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2015-16|June 17, 2016|July 17, 2023| |2016-17|July 14, 2016|August 15, 2023| | |October 13, 2016|November 16, 2023| | |January 12, 2017|February 12, 2024| | |June 16, 2017|July 16, 2024| |2017-18|July 13, 2017|August 13, 2024| | |October 12, 2017|November 12, 2024| | |January 11, 2018|February 10, 2025| | |June 15, 2018|July 15, 2025| |2018-19|July 10, 2018|August 9, 2025| | |October 11, 2018|November 10, 2025| | |January 10, 2019|February 9, 2026| | |June 13, 2019|July 13, 2026| |2019-20|July 9, 2019|August 8, 2026| | |October 10, 2019|November 9, 2026| | |January 17, 2020|February 16, 2027| | |March 10, 2020|April 9, 2027| | |June 11, 2020|July 11, 2027| |2020-21|July 9, 2020|August 8, 2027| | |October 7, 2020|November 6, 2027| | |January 8, 2021|February 7, 2028| | |June 10, 2021|July 10, 2028| |2021-22|July 8, 2021|August 7, 2028| | |October 8, 2021|November 7, 2028| | |January 12, 2022|February 11, 2029| | |June 9, 2022|July 9, 2029| |2022-23|July 8, 2022|August 7, 2029| | |October 10, 2022|November 9, 2029| | |January 9, 2023|February 8, 2030| # Plant locations In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa. # Address for correspondence Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 Designated e-mail address for Investor Services: investor.relations@tcs.com For queries on IEPF related matters: iepf.assist@tcs.com Website: www.tcs.com # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees, including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has, in respect of the year ended March 31, 2023, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, Global Head-HR, Global Business Unit Heads, Global Head-Legal and the Company Secretary as on March 31, 2023. Rajesh Gopinathan Chief Executive Officer and Managing Director DIN: 06365813 Mumbai, April 12, 2023 Corporate Governance Report | 133 # PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2023, as stipulated under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). Relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2023. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. The compliance of the conditions of Corporate Governance is the responsibility of the management."
+"Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management and considering the nterate nn a Report 2022 23 Corporate Governance Report | 134 For Parikh & Associates Practising Company Secretaries P. N. Parikh FCS: 327 CP: 1228 UDIN: F000327E000066987 PR No.: 1129/2021 Mumbai, Date: 12.04.2023 # CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata Consultancy Services Limited having CIN L22210MH1995PLC084781 and having registered office at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 (hereinafter referred to as 'the Company'), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. |Sr. No.|Name of Director|DIN|Date of Appointment in Company *| |---|---|---|---| |1.|N Chandrasekaran|00121863|September 6, 2007| |2.|Rajesh Gopinathan|06365813|February 21, 2017| |3.|N G Subramaniam|07006215|February 21, 2017| |4.|O P Bhatt|00548091|April 2, 2012| |5.|Aarthi Subramanian|07121802|March 12, 2015| |6.|Dr. Pradeep Kumar Khosla|03611983|January 11, 2018| |7.|Hanne Sorensen|08035439|December 18, 2018| |8.|Keki Mistry|00008886|December 18, 2018| |9.|Don Callahan|08326836|January 10, 2019| *the date of appointment is as per the MCA Portal. Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries P. N. Parikh Partner FCS No. 327 CP No. 1228 UDIN: F000327E000067053 PR No.: 1129/2021 Mumbai Date: 12.04.2023 # Corporate Social Responsibility # Overview In keeping with the Tata Group's purpose-driven worldview, TCS' vision is to empower people and communities to build self-reliance through technology while promoting the values of fairness, equity and respect for human rights. Its mission is to connect people to opportunities in the digital economy while building equitable, inclusive pathways for all - especially women, youth, and marginalized groups. TCS invests in addressing the most pressing needs of the community through various CSR initiatives and programs focused on education, skilling, employment, and entrepreneurship, aligned with the UN Sustainable Development Goals (UN SDGs). With a focus on bridging gaps in access to opportunities, TCS also invests in social innovation and community projects targeted at the poorest sections of society, and supports programs addressing basic health and wellness, water sanitation and hygiene, conservation, and disaster relief efforts across the globe. TCS leverages its intellectual capability, technological expertise, financial capacity and the skills of its employees to support wide-reaching, high-impact programs for social impact. These comprehensive programs are designed to be holistic and adaptable for community empowerment and lasting societal development. Over 150,000 TCSers served their local communities by volunteering 2.8 million hours in FY 2023, impacting the lives of over 1.25 million people. # Corporate Social Responsibility Overall, TCS empowered 4.5 million people across the world during the year, creating equitable and inclusive pathways for 1.1 million women, 581,000 youth and 1.3 million marginalized people through its strategic CSR programs."
+"# Key highlights: - Closed the literacy gap for 1.13 million Indians, including a pioneering public-private partnership reaching all 52 districts of Madhya Pradesh with the State Literacy Mission Authority. - GoIT continues to empower the next generation of innovators in school; 41,971 students across 28 countries are now digital innovators, solving real-world problems. - Ignite my Future helped 293,697 students across India, US, Canada and ANZ learn computational thinking. - Nearly half the goIT and IMF beneficiaries are girls and over 70% from minorities and underserved groups. - Youth Employment Program (YEP) empowered 10,869 rural youth, creating new pathways to 21st century jobs, and now reaches students across every state and union territory in India. - BridgeIT program is helping marginalized youth turn into digital entrepreneurs and earn well, providing essential last-mile services for 1,736 villages in rural India. - Supported NGOs across the world through pro-bono projects. Also supported institutions such as, Tata Memorial Center and Cancer Institute in India. - Engaged 433 customers through the Business with Purpose program, creating 186 purpose partnerships to jointly serve communities in need around the world. - Engaged 2,368 cross-sector leaders through 13 Digital Empowers thought leadership forums, using their collective wisdom to help advance advocacy and policy efforts globally. - Supported 77,303 refugees and families and contributed €1.28 million through humanitarian response to the Ukraine war. Thus far, LaaS has successfully paved the way to self-reliance for over 1.13 million learners (~60% women) and more than 200,000 Preraks through literacy. In August 2022, TCS launched the 'Each one Empowers one' portal which allows employees of TCS and Tata Group, along with their families, to empower non-literates in their local community, such as security guards, domestic workers and gardeners. The program has generated transforming impact by promoting social inclusion, financial stability and economic growth. It has also propelled neo-literates to receive better access to government benefit programs, financial systems and empowered them to have a more significant say in family and community decision-making. # LaaS Case Study Pyari Ben resides in the Bijori hamlet of Puwasa village, in Madhya Pradesh's Alirajpur district, one of the least literate and poorest districts in the country. Due to limited local employment prospects, villagers from Alirajpur travel for work to nearby Gujarat cities; Pyari is not an exception in this regard. She never had the opportunity to attend school, so she never achieved literacy. This became difficult because she couldn't keep track of her hard-earned daily income as a construction worker. She gained basic literacy skills after joining the Literacy as a Service (LaaS) program, which made her realize that her contractor used to defraud her by not paying her the proper wages. LaaS gave her the awareness she needed to fight for her rights and ultimately get her dues. She can now calculate her working hours and daily pay, create a budget, and save money. She created a bank account and enrolled in Ayushman Bharat, a health insurance scheme, to obtain medical benefits for herself and her family. As a migrant who travels from her village to distant work locations, she can now read and recognize train numbers to board the correct train. Pyari inspired other women in the village and encouraged them to participate in this program. # Literacy as a Service Adult non-literacy continues to be a problem holding back India from reaching its full economic potential. Women account for 65% of the illiterate population, and the rest is from marginalized communities. To address the causes of non-literacy, TCS devised the Literacy as a Service Program (LaaS) which augments the Government of India's efforts to improve literacy. LaaS provides an innovative teaching method by combining the power of IT with the theory of cognition and laws of perception. LaaS adopts creative means of delivery to enable functional literacy, such as animated graphic patterns for easy visual and auditory learning. Modules on the platform include functional literacy (8-10 hours), digital literacy (5-7 hours), and awareness on key citizen entitlements (3-4 hours), available in 12 languages - nine Indian, and three foreign. # Ignite My Future (IMF) Ignite My Future is a teacher professional development program which introduces the concept of computational thinking into all core subjects. This is a transdisciplinary education program that transforms the way students learn. IMF has generated a great impact through professional development offerings, special projects as well as volunteer and customer engagements with the partnered schools."
+"IMF's Learning Leaders community supports the growing global community of partnered educators, committed to learnings about the power of computational thinking. This year, IMF India launched Learning Leaders' regional chapters, catering to regional learning requirements of the teachers from the partner districts across India. # One of the IMF's pioneering STEM initiative interventions Global Innovations Project (GIP) aims to connect students and teachers from around the world as they explore and solve real-world problems using computational thinking. This year, IMF India has launched its Season 1 of GIP, where students were asked to explore accessible and adaptive tools, identify and problem-solve community level issues that are limiting the accessibility and inclusivity of all the learners. Teachers and students from schools like School of Scholars (Maharashtra), BGS Schools (Karnataka), Podar International School (Maharashtra), Rajya Ashram Paddhati Vidyalaya (Samaj Kalyan Department, Uttar Pradesh), APSWREIS (Andhra Pradesh) in India have collaborated with schools from North America in this experiential journey. Overall, the participants from India worked on 109 innovation projects, clocking over 560 collaborative learning hours and 268 videos over Microsoft Flip tool. Teachers were very appreciative of the opportunity to learn and collaborate with educators around the world. In FY 2023, IMF benefited more than 293,000 students and educators across North America, India, UK and Ireland, APAC and ANZ. # IMF Case Study This year, Ignite My Future made its impact through professional development, volunteer and customer engagement and special projects. One such collaboration was with the Meghe Group of Schools to encourage students for an interest in STEM and computational thinking. ""The purpose of education is best served when students are doing something that would not only improve their competencies but also create positive social impact. Global innovation project is one such opportunity I believe, because students are not only reflecting upon what they have learnt but are also getting step closer towards sustainable development goals. I am glad and proud of all the efforts that students and teachers have put in, also that they have consciously chosen to be a part of this project in identifying how can they improve accessibility not only around them but also pick up global perspectives around it. I am sure that the seeds of efforts that we are putting in most our students today, will give us citizens of tomorrow who would have SDGs as inherent part of their lives. Thank you TCS!"" - Director, Meghe Group of Schools # goIT TCS' flagship program goIT (go Innovate Together) is a Digital Innovation program which prepares students with culturally relevant and context-appropriate learning experiences, coupled with modern technologies. Across the world, the gap between employers' needs and available skills is growing. The National Science Foundation predicts that 80% of the jobs that will be created in the next decade will require a form of mathematics and science skilling. Insufficient numbers of students pursuing these streams, and lack of focus on innovation, problem-solving and creativity in school curricula, are the big challenges in fulfilling those future jobs. goIT prepares students with engaging design workshops and custom mentorship to pursue the careers of tomorrow of which involve STEM and computer sciences. It uses a four-pronged model of (1) volunteer-driven engagements, in-person or virtually, (2) seamless year-round connects via goIT Online, (3) SDG-focused monthly challenges and (4) Work experience designed to introduce students to local experts and opportunities. Each prong is layered with school district partnerships and mentoring by industry professionals from TCS which helps students develop core skills and makes goIT a unique program. After over a decade of success and a footprint across 42 countries, goIT has benefited over 144,000 students who have designed more than 29,000 tech-for-good digital innovation prototypes. Over 41,000 students and educators have benefited from this program in FY 2023 globally. # goIT Case Study Speaking about her experience at the first inaugural TCS goIT program in Saudi Arabia, Leah, a Grade 7 student, said, ""I am super happy to have had the opportunity to get involved in the design thinking program. The mobile app training is cool, and I am proud of my project on improving world health by using technology."" The event was celebrated with more than 100 learners from the Al Sahafa International School, Riyadh. Under the theme of UN SDG, students ideated solutions for good health and wellbeing, affordable and clean energy, and zero hunger."
+"Grade 7 students prototyped a mobile solution called 'Team Earth' which displays the location of the nearest renewable energy outlets and finds an environmental, social, and governance volunteer. Meanwhile, Grade 5 students pitched a technology solution to solve world hunger by creating an app called 'Free Supermarket' which would help people make and receive donations. Excited to see the STEM exposure students received through the TCS goIT program, the Academic Coordinator of Al Sahafa International School, Ola Mourad said, ""Programs like this are extremely important in showing students how they can succeed in a range of fields, with a good grounding in IT."" # BridgeIT BridgeIT is a unique initiative created to bridge the digital divide that places socially and economically underprivileged communities at a disadvantage. The program creates digital entrepreneurs who use IT to help local citizens avail essential digital services in education, adult literacy, unemployment and social discrimination. It attempts to address prevailing social inequities in India by proactively reaching out to women, Scheduled Caste and Scheduled Tribes (SC/ST) communities. Launched in 2014, BridgeIT has a footprint across 30 districts in 10 states. The program offers budding entrepreneurs the skills, mentoring, technology, tools and resources required to set up a Digital Service Centre from where they can provide services such as generating and updating documents (such as Aadhar cards, Pan cards, and voters ID), enrolling for different government schemes, filling in online forms and cash withdrawals/deposits from the bank to fellow villagers. In FY 2023, the program had 347 active digital entrepreneurs providing several of these services in 1,735 villages. 146 of these entrepreneurs were women. # BridgeIT Case Study Priyanka Kumari, a native of Dihi village, Latehar District, Jharkhand, had never dreamt that one day she would be an entrepreneur and earn an income of more than `40,000/-per month. Priyanka always had a desire to have her own identity. When she got married, she was still doing her graduation. She continued her studies after marriage and completed her graduation in 2016. In 2020, when she heard of BridgeIT she grabbed the opportunity to be part of the program. Gradually, she became a successful digital entrepreneur and is now providing several services such as photocopying, printing, taking and printing passport size photos, paying land taxes, booking railway tickets, Aadhaar, PAN Card and Ration card services, etc. Today, Priyanka not only runs a shop near her residence, she also has taken up the responsibility of another shop at the Panchayat Bhawan of her village, employing two other people from the village. BridgeIT has inspired her to dream big and is successfully supporting Priyanka in achieving her plans for future. She says, ""My dream is to expand my business further and I want to keep the latest models of mobile phones and other accessories for sale in my shop. Moreover, I also want to open a tent house employing more needy people in the business. Besides, I am planning to buy a new scooty."" # YEP Case Study Preeti Diwakar was born and brought up at Panipat in Haryana, and later her family shifted to Kaushambi in Uttar Pradesh. Her father worked as a helper at local grocery shops while her mother supported with household chores in neighborhood. Their meagre income barely put food on the table for the family of five. Preeti had to fight hard in her pursuit of education. She funded her own education by taking up tuitions and borrowing course books from senior students in school. While pursuing BCom at University of Allahabad, she discovered a strong desire to learn about the intricacies of stock market, and later taught her classmates. But she had neither the funds to invest nor the confidence to speak about it. She also lacked clarity on career goals or available job prospects. # Youth Employment Program (YEP) YEP tackles one of the biggest challenges in India - unemployment among youth, especially those from marginalized sections of society, due to lack of 21st century skills. YEP provides employability training, imparting skills such as business communication, aptitude, computer programming and domain skills with the help of subject matter experts, domain leaders, and certified trainers from TCS. File: AR_TCS_2022_2023.md The program offers participants a smooth transition from college to careers, building their confidence and enhancing their social and economic status through its unique teach, coach, mentor, and place model."
+"It helps them navigate opportunities available in the Indian job market with career guidance and mentoring, TCS Youth Employability Program brought a ray of sunshine to her gloomy worldview. During the Covid years, Preeti not only learned math and reasoning skills, she also worked on her overall personality. She learnt from her trainer, the importance of public speaking, projecting confidence in online interviews, and active listening. In the TCS NQT exam later that year, she scored 77.39% and got placed in December '21. She launched a website and her first YouTube channel ""Commerce Stocking"" about stock market investment tips. In December'22, she quit her job and became an entrepreneur, launching her dream website for educating people on the financial sector. In her own words, it was TCS' YEP which enabled her to find her own voice and she has been following it all along since then. Corporate Social Responsibility | 139 # Social Innovation Digital Impact Square (DISQ) is a social innovation platform established in 2015 in Nashik, Maharashtra. The platform encourages innovation among young employees who harness the power of digital technology and engage with the digital ecosystem, to develop solutions for a lasting change in society. Since its founding, DISQ has worked with 7 cohorts with more than 600 innovators, 35% of who are female. These innovators hail from 22 states and from over 180 colleges across India. In FY 2023, DISQ encouraged innovation using digital technologies to address the social challenges drawn from the voice of citizens, domain experts, local administration, and the government and has nurtured over 65 changemakers. These are purpose-led innovations in agri-tech, assistive-tech, health and wellness tech and sustainability tech across India. DISQ offers innovators extensive mentoring, access to ecosystems specific to their challenges, and a seed fund for investment in creating their innovation and start-up, along with physical infrastructure that fosters out-of-the-box thinking and a supportive ecosystem with domain partners for validation. Modeled around DISQ, Petronas and TCS in Malaysia, recently launched SEEd.Lab- a one-of-its-kind social enterprise innovation hub which targets youth unemployment. It promotes self-sustaining enterprises that forge solutions to the challenges faced in their communities by leveraging technology and innovation. # DISQ Case Study Vesatogo Innovations is a Nashik-based agritech startup conceptualized in 2019 by DISQ Changemakers who were passionate about reimagining the agrarian landscape. Other accolades include the Emerging Social Enterprise 2021 award from TiE Hyderabad, winner of TATA Motor's TACNet Initiative and Best Indian Social Enterprise Award by Action for India 2019. # Health and Wellness Holistic well-being programs offered within TCS promote healthier lifestyles by offering work-life balance and by looking into emotional health. When people are in a state of well-being at work, they are motivated to realize their potential, take on responsibility, build positive workplace relationships, manage their time better, make meaningful contributions, and be productive and creative. TCS actively promotes healthy and active lifestyles with employee engagement programs like Fit4Life, Purpose4Life and SafetyFirst which help create awareness about health and fitness and enables its employees to engage with the community for a positive impact. TCS has provided an integrated Hospital Management System and IT infrastructure, which includes a comprehensive and fully integrated web-based solution to The Cancer Institute, Chennai. TCS has also provided support to integrate the Health Insurance Scheme with the National Medical Commission (NMC) dashboard to facilitate daily syncing of patient data and statistics to aid monitoring and auditing. It has also been building new features including compliance with statutory requirements. TCS continued its support of the Hospital Management System (HMS) at Tata Medical Center (TMC), Kolkata. TMC Kolkata was recently accredited with National Accreditation Board for Hospitals and Healthcare Providers (NABH), which assures quality service to patients. TCS plays a crucial role in by providing IT solutions for various non-conformities raised by NABH Assessors. It works closely with the Bone Marrow Transplant department to provide IT related support for its FACT accreditation and has provided IT support to TMC for their Pharmacy migration to 'TATA 1mg.' TCS' transformations at Tata Medical Center, Kolkata and Cancer Institute, Chennai facilitated more than 117,600 new patient consultations in FY 2023. Their solution, conceptualized and designed at TCS' Digital Impact Square (DISQ), provides mobile and web-based seed to-plate supply chain management tools to reduce operating costs for farmer producer organizations and agribusinesses, and enable small farmers to have better market linkages."
+"It was awarded the National Startup Award 2021 in the Rural Impact category and was amongst the selected 175 startups across country to interact with the Honourable Prime Minister Narendra Modi. TCS partnered with TMC, Kolkata to successfully establish Tata Translational Cancer Research Centre (TTCRC). The partnership was established to create an interactive environment for clinicians, scientists, and industry to collaborate and translate data driven and discovery-based science for improvements in patient care. It focuses on personalizing therapies, decreasing the cost of treatment, and developing innovative care delivery models for cancer patients in India. TCS contributes to initiatives at TTCRC through multi-omics and bioinformatics analysis, scientific data management, management of multi-centric clinical studies - such as the large one on Acute Lymphoblastic Leukemia (ALL), clinical decisions automation and the development of innovative digital solutions. # HOPE - Hours of Purpose by Employees TCS' growing, highly skilled and diverse workforce serves as champions to build organic connects with the community while accelerating social impact. Opportunities for employees to volunteer time include skills-based volunteering, pro bono support to community-based organization and social cause leadership. TCS community investments have been actualized, in a large part, by its large employee base who generously volunteer their time, skills and expertise as last-mile connectors. In FY 2023, TCS launched the civic movement #millionhoursofpurpose, a collaborative effort by TCSers to volunteer a million hours of purpose in a quarter which celebrates a positive impact for the people, by the people. The initiative encourages employees to support in different causes, be it an employee's own initiative, a TCS community program, a TATA engagement or one with its customers. Through this, TCSers have created positive impact in myriad ways, addressing the 17 UN SDGs, ranging from planting saplings and trees, making and distributing newspaper bags, raising mental health awareness and educating children in schools, to name a few. TCSers also contribute to the Tata group's volunteering initiatives twice a year, such as Tata Volunteering Week and Pro-Engage (long-term pro bono volunteering). All the volunteering initiatives are monitored and driven by 'Purpose Councils' which consists of leaders from regions and business units. Omnichannel campaigns have also been launched at unit, branch and account level business groups to raise awareness, drive efforts, generate feedback and collect ideas. This has been supported by corporate-led communication and marketing events which have helped realize the initiative, project themes and recognize star volunteers, events, volunteer stories and journeys. TCSers far exceeded the pledge of a #millionhoursofpurpose, by volunteering over 2 million hours in Q4. # HOPE Case Study |3Empowers|3Empowers| |---|---| |Lourdes Monteiro|Varshnini M| |Executive, HR, Nagpur|Engineer, BFS, Bangalore| |When you find your why, you don't hit snooze anymore! I take pride in being a mouthpiece for the voiceless. I strive to ensure everyone at my office is aware of every volunteering opportunity, and I participate in all of them.|When you find your why, you don't hit snooze anymore! I take pride in being a mouthpiece for the voiceless. I strive to ensure everyone at my office is aware of every volunteering opportunity, and I participate in all of them.| |Encouraging a team of 200+ associates towards contributing to the HOPE campaign was an amazing experience.|Encouraging a team of 200+ associates towards contributing to the HOPE campaign was an amazing experience.| |It was wonderful to see people take up volunteering activities like tree planting and coaching underprivileged students. As a community, with our joint efforts, I believe we can multiply our impact through HOPE.|It was wonderful to see people take up volunteering activities like tree planting and coaching underprivileged students. As a community, with our joint efforts, I believe we can multiply our impact through HOPE.| # Volunteering for Youth Employment Program (YEP) Rahul Pathak's journey of volunteering started six years back, with him travelling to Osmanabad around 280 kms from Pune over weekends to teach the students of Terna College of Engineering. Rahul did face challenges initially teaching in virtual mode, but he overcame it by using effective online teaching skills like polling, breakout rooms etc. He felt because of the virtual mode now he can contribute to engineering colleges outside Maharashtra. In his sessions, Rahul always gives practical examples which the students can relate to, and understand better. He also helps these youth in developing confidence so that they can succeed in all aspects of their lives. Rahul quotes ""I felt quite proud as a teacher when my students secured their dream jobs. My life suddenly seemed to have a meaning and purpose."
+"Giving is the greatest feeling in the world, and seeing my students achieve their goals and flourish in their jobs brings me enormous joy. Continue to contribute to this worthy cause; these youngsters desperately need mentoring from TCS YEP Faculties."" # TCS Volunteers Deploy with Red Cross, NA In Oct'22, five TCSers deployed to Florida with the Red Cross to volunteer in areas impacted by Hurricane Ian, the deadliest hurricane to have hit Florida in decades. Their reasons were different and reflected their life experiences. Some signed on to a 9-day deployment to give back to the community the help they had received during a natural disaster. Others had served previously with the military or a service organization and wanted to use that experience to help. Function serves as an accelerator for social good and as a catalyst between purpose-driven organizations. Several studies and surveys have revealed that consumers are loyal towards organizations that are ""purpose driven"" and have an objective of ""giving back to the community."" Business with Purpose provides opportunities for business leaders from customers' organizations to meet their commitment to the society. This is enabled with strategic and established programs like goIT, Ignite My Future in School, Youth Employment which addresses pressing issues in countries where TCS and its customers live and work. Over 185 customer leaders which include 45 senior executives participated in various CSR initiatives globally in FY 2023. # Community Innovation Program This initiative provides advisory and technology consulting services on pro bono basis, to build capacity and capability for organizations and non-profits that seek to create social and environmental impact. In this digital age, it is imperative for non-profit organizations to use technology to become sustainable and build trust with a multitude of stakeholders. TCS' leadership and employees provide pro bono technology services to such organizations to generate sustainable impact. TCS works closely with key stakeholders to understand their requirements and build the right software tools that help them establish a digital presence, raise funds more easily, build transparency in their operations and work more efficiently. This helps those organizations extend their support to more local and global beneficiaries, demonstrating the force multiplier effect that technology can play. Millions of dollars of 'social value' have been generated by this program since its inception. During their deployment, Aria Rahimi, Lewis Hunt, Charu Mehndiratta, Patty Sanchez, and Niki Shah packed food supplies and distributed them to affected communities on Pine Island and other areas in Lee County. They assisted in identifying and addressing local needs with respect to shelter, food, health and spiritual services. # Business with Purpose Business with Purpose is a distinctive framework that enables 'Purpose Partnerships' with like-minded organizations to advance access, equity and inclusion around the world. # The International Medical Corps (IMC) Case Study A first responder, International Medical Corps (IMC) provides emergency relief to those struck by conflict, disaster, and disease. IMC approached TCS seeking help in digitizing their vendor pre-qualification platform, a critical component of the procurement workflow. IMC does not procure supplies from a vendor who has not completed the qualification process or whose qualification has lapsed, which can lead to a shortage of critical supplies that IMC beneficiaries depend on. The process was arduous and complicated with a high margin for potential error. After in-depth research seeking to gain a comprehensive understanding of IMC's vendor pre-qualification system, TCS redesigned and enhanced the existing system by placing it in a digital platform that is more transparent and accessible for IMC's team. The system offers IMC a structured workflow for maintaining vendor information, tracking critical vendor qualification status, and ensuring the organization has on-demand and concurrent access to vital information throughout the vendor database. Last year, the organization responded directly to the needs of more than 18 million people in 30 countries on five continents, including more than 1 million people in the United States. ""Being a first responder organization means our work is fast-paced and vital to vulnerable populations. Working with TCS enabled us to increase the efficiency of our vendor prequalification process, which is critical to our operations,"" said Salma Abdelfattah, Pharmaceutical Services Coordinator, International Medical Corps. # Digital Empowers TCS's Digital Empowers is a thought leadership initiative that raises awareness on how digital tools and innovative technology catalyzes social impact. The program focuses on convening experts from technology, business, non-profit, public policy, and academia to ideate, collaborate, and create digitally driven solutions towards challenges of social impact."
+"TCS has grown the Digital Empowers community by more than 500 individuals and the website provides up-to-date information for forums, events and insight reports. For FY 2023, TCS Digital Empowers, North America partnered with Chief Executives for Corporate Purpose (CECP) and PYXERA Global to host an eight-part virtual forum series on food security, the future of work, mental health equity, the digital divide and disaster response. The final forum took place in February 2023, and the seven forums in 2022 culminated in an annual 2023 Summit. The pilot of Digital Empowers Collaborative launched this year, facilitated a 20-person collaboration from across sectors to explore how digital can empower a more equitable and inclusive future of work. The group hosted four expert speakers and spent more than 150 professional hours to develop three partnership solution concepts to improve the future of work: 1. Digital Upskilling- A path to bring down the digital divide for rural residents over the age of 50 for better participation in the digital economy. 2. Generational Workforce Knowledge Retention- A digital wiki concept developed to support institutional knowledge retention and cross-pollination of senior knowledge to juniors enabling the retention of knowledge from a growing retiring population amidst the high turnover rate experienced by many organizations. 3. Equitable Foundation for the Workforce of Tomorrow - An employee resource group idea designed for a large-scale group with high accountability and impact to create a safer and more transparent workplace. # Purpose Partnerships TCS' CSR education programs focus on developing 21st century skills among the underrepresented and socio-economically weaker sections of society. The National Education Policy 2020 also recommends that skills like computational thinking, design thinking, problem-solving, and critical thinking should be included in the curriculum. The company leverages its industry and social responsibility expertise to build the capacity of educators and to nurture students from marginalized communities globally. This is achieved through partnerships with the right institutions for disseminating TCS' programs such as IMF and goIT which are in line with nationwide goals. The partnership with Samagra Shiksha Abhiyan enabled state-wide deployment of these programs throughout India. For example, in Gujarat training of 75,000 middle school teachers from 14,486 schools is expected to benefit 1.8 million students in grades 6, 7 and 8 over a period of 3 years. # Major partnerships in FY 2023 include: - Partnership with the state government departments of social welfare for deployment in residential and day-boarding schools they run. For example, partnerships with UP Samaj Kalyan department (105 schools) and the Andhra Pradesh social welfare department (189 schools). - Partnership with the education department to integrate 21st-century skills into textbooks and the curriculum. - Partnering with ACM India to organize challenges to generate interest and motivate students. For example, the Bebras India CT challenge which reached 65,000 students aged between 8-18, from 20 states in 8 different languages; and goIT monthly challenge for the global innovator. - Membership of bodies such as the Computer Science Teachers Association. - Partnership with Tata group companies such as Tata Steel Foundation which brought computational thinking to 5,000 students from schools in tribal areas. - Partnership with Academia to design and develop a M.A in Education (Ed Tech) course for in-service teachers on Computational teaching from 2023-2024 at Tata Institute of Social Sciences (TISS). - Partnership with Gujarat Knowledge Society to improve the knowledge and employability of young undergraduate/graduate students from over 450 government and government aided colleges. - Partnership with department of higher and technical education, Puducherry, to deploy youth employment program in 11 government aided colleges to enhance the employability of graduate and undergraduate youth. - Partnership for inclusion of dedicated career paths in IT - Full Stack Web Development, Cloud Computing, Artificial Intelligence, UX design, Project Management, IT Support, IT Automation, Digital Marketing, Data Analytics and domain - hospitality. # Disaster Relief Efforts # Ukraine War TCS extended its support to the humanitarian tragedy that unfolded in Ukraine through financial contribution of €1 million. # Corporate Social Responsibility to UNICEF, CARE, and the European Food Banks Federation (FEBA). A matched giving campaign for the company's employees and networks was launched to build on the initiatives of its employees across Europe. TCS employees in the region collectively donated €130,000 which was matched by TCS, totalling €260,000. This resulted in a final contribution of €1,260,000."
+"The company partnered with non-profit partners like UNICEF, CARE and the European Food Banks Federation to address critical needs such as access to safe drinking water and sanitation services, benefiting over 20 million people. Furthermore, short-term relief support such as shelter, food and health and long-term resilience care (child protection, psycho-social protection and temporary learning spaces) were provided. # Sunflower Project TCS participated in the 'Sunflower Project', an initiative from the 'Tent Partnership for Refugees'. It provided mentoring, training and upskilling to displaced Ukrainians to support their economic integration in the host countries. It also organized in-kind donations of more than 300 laptops to schools that support refugees in Europe. # Mentorship Programs TCS launched several mentorship programs in Europe to help refugees enter the labor market. This involves capacity building to strengthen the capabilities of NGOs through participation in TCS's Global Community Innovation program and exploration of the upskilling needs of refugees with TCS Education Business Units. TCS worked with another non-profit organization in Finland that trains refugees from Ukraine as part of a program. # Turkey / Syria Earthquake The earthquake in Turkey and Syria caused massive destruction and loss of lives. TCSers were quick to respond and extended their support to the humanitarian tragedy. Employees volunteered with local NGOs and launched donation drives across TCS' offices in Europe to collect winter clothes, blankets, food, and hygiene supplies for the affected population. TCS also made a financial contribution to UNICEF's long-term humanitarian relief efforts in support and solidarity with the people of Turkey and Syria. Additionally, a matched giving campaign was launched for the global workforce across various platforms. Donations made by TCS employees, their families and networks were matched up to €200,000, for a combined contribution of up to €550,000, through this. # Assam Floods During the Assam flood, TCS aided the relief activities through its branch in Kolkata. Flood responses were carried out in the severely affected areas of Cachar District, including the Kalain, Katigorah, Borkhola and Salchapra blocks. Over 1,200 household beneficiaries were identified after a thorough door-to-door survey and approximately 850 shelter kits and 800 housing kits were distributed to them. The volunteering efforts included surveying each village to identify beneficiary households, identifying and finalizing potential distribution sites, and meeting stakeholders such as the District Disaster Management Authority, and local security forces to coordinate efforts. TCS also rendered additional support through volunteer mapping, coupon generation and distribution at the village level, as well as relief distribution. # Business Responsibility & Sustainability Report In May 2022, TCS became the first company to publish the Business Responsibility and Sustainability Report (BRSR) to provide investors with enhanced disclosures about its ESG practices. The BRSR framework is based on the National Guidelines for Responsible Business Conduct (NGRBC) and consists of three sections: Section A provides a broad overview of the business, its offerings, business and operations footprint, employees, related parties, CSR and transparency. Section B covers management and process disclosures related to the businesses aimed at demonstrating the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements. # SECTION A: GENERAL DISCLOSURES # I. Details of the listed entity1 |1. Corporate Identity Number (CIN) of the Listed Entity:|L22210MH1995PLC084781| |---|---| |2. Name of the Listed Entity:|Tata Consultancy Services Limited| |3. Year of incorporation:|1995| |4. Registered office address:|9th Floor, Nirmal Building, Nariman Point, Mumbai- 400 021, India| |5. Corporate address:|TCS House, Raveline Street, Fort, Mumbai 400 001, Maharashtra, India.| |6. E-mail:|corporate.sustainability@tcs.com| |7. Telephone:|91 22 6778 9595| |8. Website:|www.tcs.com| |9. Financial year for which reporting is being done:|Financial year 2022-23 (April 1, 2022 to March 31, 2023)| Section C provides indicator-wise disclosures mapped to the nine principles of NGRBC which are listed at the start of Section B. 1 GRI 2-1, GRI 2-3 # 10. Name of the Stock Exchange(s) where shares are listed: National Stock Exchange of India Limited and BSE Limited # 11. Paid-up Capital: ₹365.91 crore # 12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report: Name: Milind Lakkad Designation: Chief Human Resources Officer Telephone number: 022 67789999 E-mail id: corporate.sustainability@tcs.com # 13. Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together)."
+"|Data|Basis|Exclusions| |---|---|---| |Financial|TCS' consolidated global operations.|None| |Human Resources|Generic topics: TCS' global operations, including wholly owned subsidiaries. Statutory topics: TCS' India operations.|Non wholly owned subsidiaries accounting for &lt; 0.26% of the consolidated headcount. Exclusions pertaining to individual disclosures are mentioned in the respective Notes.| |Environmental|TCS' global offices and delivery centers where it has operational control.|Centers where TCS does not have operational control accounting for &lt; 2% headcount.| The data measurement techniques used, and the basis of calculations and estimates have been mentioned in the relevant areas of this report. TCS does not believe there is any substantial divergence from the GRI Indicator Protocols. The scope, boundaries, and methodology for data analysis in this document remain the same as in the prior year and are mentioned above. There has been no restatement of information or changes in the material topics since the prior year. The data is sourced from Ultimatix, TCS' core enterprise platform. Other supporting data is reviewed by relevant third-party assurers as part of ISO and financial audit. External Assurance: Ernst & Young Associates LLP has assured the data presented under GRI Standards of disclosure as specified in their Assurance Statement. The scope and basis of assurance have been described in their assurance letter. The Board was not involved in seeking this assurance. # II. Products/services # 14. Details of business activities (accounting for 90% of the turnover): TCS provides IT services, consulting and business solutions to many of the world's largest businesses in their transformational journeys. Segment revenues, year on year growth, a brief commentary and segment margins are provided in the Financial Performance Overview section of Management Discussion and Analysis, which is a part of this Integrated Annual Report. # 15. Products/Services sold by the entity (accounting for 90% of the entity's Turnover): File: AR_TCS_2022_2023.md Application Development and Maintenance, Consulting and Service Integration, Digital Transformation Services, Cognitive Business Operations and Products and Platforms. Some of the services broadly map to NIC classes 6201, 6202, 6209 and 6311. # III. Operations # 16. Number of locations where plants and/or operations/offices of the entity are situated: |Location|Number of plants|Number of offices (Delivery offices)|Total| |---|---|---|---| |National|NA|Delivery centers - 111, Offices - 9|120| |International|NA|Delivery centers - 73, Offices - 112|185| 2 GRI 2-2 3 GRI 2-4 4 GRI 2-5 5 GRI 2-6 6 GRI 2-6 # 17. Markets served by the entity: # a. Number of locations |Locations|Number| |---|---| |National (No. of States)|28 States and 8 Union Territories| |International (No. of Countries)|53| # b. What is the contribution of exports as a percentage of the total turnover of the entity? The contribution of exports as a percentage of TCS' Standalone turnover is 94.3%. # c. A brief on types of customers TCS works with leading corporations across the world- typically Fortune 1000 or Global 2000 corporations and the public sector. In India, TCS works with departments of the Government of India, various state governments, systemically important entities and the private sector. # IV. Employees # 18. Details as at the end of Financial Year: FY 2022-23 # a. Employees (including differently abled) |S.|Particulars|Total (A)|No. (B)|% (B / A)|No. (C)|% (C / A)| |---|---|---|---|---|---|---| |1.|Permanent (D)|613,194|393,771|64.2|219,423|35.8| |2.|Other than Permanent (E)|2,527|1,343|53.1|1,184|46.9| |3.|Total employees (D + E)|615,721|395,114|64.2|220,607|35.8| Notes: - Based on TCS' global headcount; excludes employees of non-wholly owned subsidiaries. - Other than Permanent category includes individuals on direct TCS contracts / retainers. # b. Differently abled Employees: |S.|Particulars|Total (A)|No. (B)|% (B / A)|No. (C)|% (C / A)| |---|---|---|---|---|---|---| |1.|Permanent (D)|953|725|76.1|228|23.9| |2.|Other than Permanent (E)|0|0|0|0|0| |3.|Total differently abled employees (D + E)|953|725|76.1|228|23.9| Note: - Differently abled includes hearing, visual, locomotor, orthopedic and others. # 19. Participation/Inclusion/Representation of women | |Total (A)|No. and percentage of Females| |---|---|---| |Board of Directors|9|2 (22.2)| |Key Management Personnel|4|0 (0.0)| |Senior Management|29,933|3,981 (13.3)| Notes: - Key Management Personnel (KMP) are Chief Executive Officer and Managing Director (CEO & MD), Chief Operating Officer and Executive Director (COO), Chief Financial Officer (CFO) and Company Secretary (CS). - Senior Management excludes Directors and KMP. # 20. Turnover rate for permanent employees | |FY 2022-23| |FY 2021-22| |FY 2020-21| | | | | |---|---|---|---|---|---|---|---|---|---| |Permanent Employees|Male|Female|Total|Male|Female|Total|Male|Female|Total| | |20.9%|21.9%|21.3%|17.3%|17.8%|17.5%|7.5%|7.5%|7.5%| Note: - Turnover rates mentioned above are for TCS' global headcount, excluding non-wholly owned subsidiaries. # V. Holding, Subsidiary and Associate Companies (including joint ventures) # 21. Names of holding / subsidiary |S."
+"No.|Name of the holding/ subsidiary| |---|---| |1|Tata Sons Private Limited| |2|TCS Foundation| |3|APTOnline Limited| |4|MP Online Limited| |5|TCS e-Serve International Limited| |6|C-Edge Technologies Limited| |7|MahaOnline Limited| |8|Tata Consultancy Services (Thailand) Limited| |9|Tata Consultancy Services (Philippines) Inc.| |10|Tata Consultancy Services Asia Pacific Pte Ltd.| |11|Tata Consultancy Services Malaysia Sdn Bhd| |12|Tata Consultancy Services (China) Co., Ltd.| |13|PT Tata Consultancy Services Indonesia| |14|Tata Consultancy Services Japan, Ltd.| |15|TCS FNS Pty Limited| |16|TCS Financial Solutions Australia Pty Limited| |17|TCS Financial Solutions Beijing Co., Ltd.| |18|Tata Consultancy Services (South Africa) (PTY) Ltd.| |19|Tata Consultancy Services (Africa) (PTY) Ltd.| |20|Tata Consultancy Services Saudi Arabia| |21|Tata Consultancy Services Qatar L.L.C.| |22|Tata Consultancy Services Netherlands BV| |23|Tata Consultancy Services Deutschland GmbH| |24|Tata Consultancy Services Switzerland Ltd.| |25|Tata Consultancy Services France| |26|Tata Consultancy Services Sverige AB| |27|Tata Consultancy Services Belgium| |28|Tata Consultancy Services Italia s.r.l.| |29|Tata Consultancy Services Luxembourg S.A.| |30|Tata Consultancy Services Osterreich GmbH| |31|Tata Consultancy Services De Espana S.A.| |32|Tata Consultancy Services (Portugal) Unipessoal, Limitada| |33|Diligenta Limited| # Indicate % of shares held by |Holding/ Subsidiary|% of shares|Does the entity indicated at column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/No)| |---|---|---| |Holding|N/A|Yes| |Subsidiary|100|Yes| |Subsidiary|89|Yes| |Subsidiary|89|Yes| |Subsidiary|100|Yes| |Subsidiary|51|Yes| |Subsidiary|74|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|66|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|No| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|Yes| |Subsidiary|100|No| |Subsidiary|100|No| |Subsidiary|100|Yes| |Subsidiary|100|Yes| 9 GRI 401-1 10 GRI 2-2 # VI. CSR Details 22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) Yes (ii) Turnover (in ₹) ₹225,458 crore (iii) Net worth (in ₹) ₹90,424 crore # VII. Transparency and Disclosures Compliances 23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: |Stakeholder group from whom complaint is received|Grievance Redressal Mechanism in Place (Yes/No)|Number of complaints filed during the year|Number of complaints pending resolution at close of the year|Remarks|Number of complaints filed during FY 2021-22|Number of complaints pending resolution at close of the year|Remarks| |---|---|---|---|---|---|---|---| |Communities|Yes|0|0|-|0|0|-| |Investors (other than shareholders)|NA|NA|NA|NA|NA|NA|NA| |Shareholders|Yes|178|4|-|87|0|-| As per SEBI Listing Regulations 11: GRI 2-25 nte˥rate˟ ƪnnual Report 202223 Business Responsibility & Sustainability Report | 149 # Holding/Subsidiary Information |S. No.|Name of the holding/subsidiary/(A)|Indicate whether holding/Subsidiary|% of shares held by listed entity|Does the entity indicated at column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/No)| |---|---|---|---|---| |34|Tata Consultancy Services UK Limited|Subsidiary|100|Yes| |35|Tata America International Corporation|Subsidiary|100|Yes| |36|Tata Consultancy Services Canada Inc.|Subsidiary|100|Yes| |37|TCS Iberoamerica SA|Subsidiary|100|No| |38|TCS Solution Center S.A.|Subsidiary|100|No| |39|Tata Consultancy Services Do Brasil Ltda|Subsidiary|100|Yes| |40|Tata Consultancy Services De Mexico S.A., De C.V.|Subsidiary|100|Yes| |41|TCS Uruguay S.A.|Subsidiary|100|Yes| |42|Tata Consultancy Services Chile S.A.|Subsidiary|100|No| |43|Tata Consultancy Services Argentina S.A.|Subsidiary|100|Yes| |44|TATASOLUTION CENTER S.A.|Subsidiary|100|Yes| |45|TCS Inversiones Chile Limitada|Subsidiary|100|No| |46|MGDC S.C.|Subsidiary|100|No| |47|TCS Business Services GmbH|Subsidiary|100|Yes| |48|Tata Consultancy Services Ireland Limited|Subsidiary|100|Yes| |49|TCS Technology Solutions AG|Subsidiary|100|No| |50|Saudi Desert Rose Holding B.V.|Subsidiary|100|No| |51|Tata Consultancy Services Bulgaria EOOD|Subsidiary|100|Yes| |52|Tata Consultancy Services Guatemala, S.A.|Subsidiary|100|Yes| # Stakeholder Grievance Redressal Mechanism in FY 2022-23 |Stakeholder group from whom complaint is received|Grievance Redressal Mechanism in Place (Yes/No)|Number of complaints filed during the year|Number of complaints pending resolution at close of the year|Remarks|Number of complaints filed during FY 2021-22|Number of complaints pending resolution at close of the year|Remarks| |---|---|---|---|---|---|---|---| |Employees *|Yes|735|11|In Progress|190|14|-| |Customers|Yes. Escalation mechanisms are defined in individual client contracts and addressed as per TCS Quality Policy.|80|14|In Progress|65|9|-| |Value Chain Partners|https://on.tcs.com/WhistleBP|6|0|Closed|0|0|-| * Note: Data specific to India # 24. Overview of the entity's material responsible business conduct issues Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format |S. No.|Material issue identified|Indicate whether risk or opportunity (R/O)|Rationale for identifying the risk/opportunity|In case of risk, approach to adapt or mitigate|Financial implications of the risk or opportunity (Indicate positive or negative implications)| |---|---|---|---|---|---| |Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis| # SECTION B: MANAGEMENT AND PROCESS DISCLOSURES This section describes the structures, policies and processes aligned to nine principles of business responsibility."
+"These briefly are as follows: - P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner 12: GRI 3-2 13 GRI 3-3 14 GRI 201-2 # Businesses should support inclusive growth and equitable development # Businesses should engage with and provide value to their customers and consumers in a responsible manner # Disclosure Questions # Policy and management processes 1. a. Whether your entity's policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No) b. Has the policy been approved by the Board? (Yes/No) c. Web Link of the Policies, if available 2. Whether the entity has translated the policy into procedures. (Yes / No) 3. Do the enlisted policies extend to your value chain partners? (Yes/ No) 4. Name of the national and international codes/certifications/labels/standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle. 5. Specific commitments, goals and targets set by the entity with defined timelines, if any. 6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met. |P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |P1 to P9: Tata Code of Conduct|P1: Whistleblower Policy|P2: Green Procurement Policy|P3 and P5: Employees related Policies|P4 and P8: CSR Policy|P6: Environmental Sustainability Policy| | | | |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|Y|Y|Y|Y|Y|Y| |Y|Y|Y|NA|Y|Y|NA|NA|NA| |N|N|N|N|N|Y|N|N|N| |NA|NA|NA|NA|NA|Y|NA|NA|NA| # Footnotes 15 GRI 2-23 16 https://on.tcs.com/Tata-Code-Of-Conduct 17 https://on.tcs.com/WhistleBP 18 https://on.tcs.com/GPP 19 HR policies available to employees on Ultimatix, TCS Intranet 20 https://on.tcs.com/Global-CSR-Policy 21 https://on.tcs.com/Environmental-Sustainability 22 GRI 2-24 23 GRI 2-23 24 TATA Code of Conduct 25 iQMSTM, TCS' Integrated Quality Management System, comprehensively integrates the requirements and best practices of the latest industry models, frameworks and standards such as ISO 9001:2015, ISO 20000:2018, ISO 27001:2013, ISO 22301:2019, ISO 27701:2019, ISO 20017:2015, ISO 27018:2019, CMMI® DEV v 2.0 and CMMI® SVC v2.0; Environmental Management System Standard ISO 14001:2015, Occupational Health and Safety Management System Standard ISO 45001:2018; as well as industry domain specific standards such as AS9100 (Aerospace), TL9000 (Telecom) and ISO 13485 (Medical Devices). 26 Energy Management System Standard ISO 50001:2018 27 TCS is aligned with international laws, principles, and norms, including those contained in the Universal Declaration of Human Rights, ILO Declaration on Fundamental Principles and Rights at Work, United Nations Guiding Principles on Business and Human Rights and are a signatory to the UN Global Compact (UNGC) since 2006. 28 ISO 14001:2015, ISO 50001:2018 29 GRI 3-3 30 70% Reduction in absolute Scope 1 + Scope 2 emissions (vs base year 2016), Net zero by 2030 31 71% Reduction in Scope 1 and 2 emissions (vs base year 2016) and renewable energy use at 55.2% in FY 2023 # Governance, leadership and oversight 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has flexibility regarding the placement of this disclosure)32 N G Subramaniam, COO & Executive Director, TCS33: ""Our net zero goal underlines our renewed commitment to environmental stewardship. To curb emissions and limit global warming to well below 2, preferably to 1.5 degrees Celsius, compared to pre-industrial levels, all organizations will have to reimagine existing business models and aim for sustainable growth. We are in a unique position to combine our purpose-driven world view with digital innovation to not only drive our own sustainability, but also partner with customers, civil society and governments to lead and shape solutions for a sustainable future,"" At the core of TCS' strategy to reduce its carbon footprint is increased use of renewable sources of energy, and improved energy efficiency. The company's strategy for the latter includes addition of more green buildings to the company's real estate portfolio, reduction of IT system power usage, and the use of TCS Clever Energy™, which leverages IoT, machine learning and AI to optimize energy consumption across campuses."
+"TCS' Vision 25x25 is a strategic lever that delinks TCS' business growth from campus expansion and brings down emissions related to employee commutes and business travel. Environmental targets and achievements are part of Natural Capital section, which is a part of Integrated Annual Report. 8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies)34. |Name:|Milind Lakkad| |---|---| |Designation:|Chief Human Resources Officer| |Telephone number:|022 67789999| |E-mail id:|corporate.sustainability@tcs.com| 9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details35. The Stakeholders' Relationship Committee (SRC) of the Board of Directors is responsible for decision making on sustainability related issues. |DIN|Name|Designation| |---|---|---| |03611983|Dr Pradeep Kumar Khosla|Chairman| |00008886|Keki Mistry|Member| |06365813|Rajesh Gopinathan|Member| 10. Details of Review of NGRBCs by the Company: |Subject for Review|Indicate whether review was undertaken by|Frequency: Annually (A) / Half yearly (H) / (D)irector / (C)ommittee of the Board / Any (O)ther Committee / (B)oard of Directors| |---|---|---| |Performance against above policies and follow up action|C|Q| |Compliance with statutory requirements of relevance to the principles, and, rectification of any non-compliances|Statutory Compliance Certificate on applicable laws is provided by the CEO to the Board of Directors.|Quarterly| 11. Has the entity carried out independent assessment/evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency.36 N Y37 Y38 N N Y38 N N N 12. If answer to question (1) above is ""No"" i.e. not all Principles are covered by a policy, reasons to be stated: All the principles are covered by a policy at TCS. 32 GRI 2-22 33 https://www.tcs.com/tcs-targets-net-zero-emissions-by-2030 34 GRI 2-13 35 GRI 2-9 36 GRI 2-5 37 EY has provided a 'limited assurance' on sustainability disclosures based on GRI standards 38 TUV India Pvt Ltd. # SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE # PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. # Essential Indicators 1. Percentage coverage by training and awareness programs on any of the Principles during the financial year#: |Segment|Total number of training and awareness programs held *|Topics / principles covered under the training and its impact|%age of persons in respective category covered by the awareness programs| |---|---|---|---| |Board of Directors|1|All|100%| |Key Managerial Personnel|1|All|100%| |Employees other than BoD and KMPs|18,738|All|99%| # Notes: - All nine principles laid down in BRSR are covered by TCS mandatory trainings and Tata Code of Conduct (TCoC), which is adhered to by all employees and Directors. - Awareness programs covering the applicable principles were held and attended by all respective committee members of the Board and/or the Board of Directors. - *The count is based on the total number of relevant offering IDs of Virtual / Instructor Led Training programs in the learning management system, conducted in FY 2023, covering any of the nine principles. Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators / law enforcement agencies / judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity's website)39: |NGRBC Principle|Name of the regulatory / enforcement agencies / judicial institutions|Monetary Amount (In INR)|Brief of the Case|Has an appeal been preferred? (Yes/No)| |---|---|---|---|---| |Penalty/ Fine| |NIL| | | |Settlement| |NIL| | | |Compounding fee| | | | | # Non-Monetary |NGRBC Principle|Name of the regulatory / enforcement agencies / judicial institutions|Brief of the Case|Has an appeal been preferred? (Yes/No)| |---|---|---|---| |Imprisonment| |NIL| | |Punishment| | | | Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed. |Case Details|Name of the regulatory / enforcement agencies / judicial institutions| |---|---| |Not Applicable| | Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy40. Yes. The TCoC contains guidelines on anti-bribery and anti-corruption. TCS is committed to upholding the highest moral and ethical standards, and does not tolerate bribery or corruption in any form. The policy is available on the company website at: https://on.tcs.com/Tata-Code-Of-Conduct 39 GRI 2-27 40 GRI 2-23, GRI 205-2 # GRI 2-17 # 5."
+"Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption: | |FY 2022-23|FY 2021-22| |---|---|---| |Directors|NIL|NIL| |KMPs|NIL|NIL| |Employees|1 (Under fraud)|3 (Under fraud)| Note: - Data specific to India. Cases pertain to employees in continued employment, where investigation by law enforcement agencies is underway, pending conclusion. # 6. Details of complaints with regard to conflict of interest: | |FY 2022-23| |FY 2021-22| | |---|---|---|---|---| |Number of complaints received in relation to issues of Conflict of Interest of the Directors|NIL|NIL|NIL|NIL| |Number of complaints received in relation to issues of Conflict of Interest of the KMPs|NIL|NIL|NIL|NIL| # 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest. Not Applicable # Leadership Indicators # 1. Awareness programs conducted for value chain partners on any of the Principles during the financial year: |Total number of Awareness programs held|Topics / Principles covered under the training| |---|---| |878|* Principle 3: Awareness on Safe Work at height, Use of Personal Protective equipments, First aid & Medical Emergency, Incident Reporting, Housekeeping Awareness, Slip, trip, Falls, General Briefing on Covid-19, Electrical safety, Material Handling, Chemical Safety, Food Safety, Awareness on Earthing, Lux, Noise and Indoor Air Quality Monitoring, Material Safety Data Sheet, HSE Legal Requirement, Lock-out and Tag-out, Permit to Work| % of value chain programs partners covered (by value of business done with such partners) under the awareness programs 100% value chain partner were covered by training on various OH&S topics (including induction) * Principle 6: Environmental Awareness - Overview, Noise Pollution, Energy Conservation, Waste Disposal, Green IT, Energy Management System # 2. Does the entity have processes in place to avoid/manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same. Yes. Kindly refer to the section titled ""Material aspects and TCS' approach to them"" in the Corporate Governance Report within the Integrated Annual Report. 41 GRI 205-3 Integrated Annual Report 2022-23 Business Responsibility & Sustainability Report | 154 # PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe # Essential Indicators 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively. |Amount in ₹ crore|FY 2022-23|FY 2021-22|Details of improvements in environmental and social impacts| |---|---|---|---| |R&D|2,500 (1.1% of Turnover)|2,242 (1.2% of Turnover)|TCS' investments in research and innovation have resulted in solutions like Envirozone™, Clever Energy and IP2™. TCS has been using Clever Energy for the last few years to reduce its energy consumption, and is now commercially selling it and the other two solutions to clients to help them achieve their sustainability goals. All of this, along with greater use of renewable energy has helped TCS bring down its carbon footprint by 71% versus base year 2016.| |Capex|3,063 (1.4% of Turnover)|2,964 (1.5% of Turnover)|Investments in green buildings across locations.| 2. 1. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) Yes. TCS' Sustainable Supply Chain policy and Green Procurement policy outline its commitment to making its supply chain more responsible and sustainable. The policies are available on TCS website: |TCS Policy|Web link| |---|---| |Sustainable Supply Chain policy|https://on.tcs.com/SSCP| |Green Procurement policy|https://on.tcs.com/GPP| 2. b. If yes, what percentage of inputs were sourced sustainably? 100% of the companies' suppliers are covered in the responsible sourcing program. 3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. TCS does not manufacture any product hence this question is not applicable. 4. Whether Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. No. EPR is not applicable to TCS. # Leadership Indicators 1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format? TCS is primarily an IT services organization and products, if any, are software products."
+"Hence the life-cycle approach is not applicable to the company's offerings. |NIC Code|Name of Product/Service|% of total Turnover|Boundary for which the Life Cycle Perspective / Assessment was conducted|Whether conducted by independent external agency (Yes/No)|Results communicated in public domain (Yes/No). If yes, provide the web-link.| |---|---|---|---|---|---| |Not Applicable| | | | | | 42 TCFD Metrics and Targets A 43 TCS Energy Management Solution - TCS AR FY 2016-17 44 GRI 308-1 45 GRI 306-2 # 2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products/services, as identified in the Life Cycle Perspective/Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same46. TCS is a provider of IT consulting services and business solutions. No social or environmental concerns are associated with the use of its offerings. Details of the environmental footprint of TCS' operations and mitigation steps are provided as part of disclosures under Principle 6. # 3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry). Not applicable to TCS. # 4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format: Not applicable to TCS. # 5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category. Not applicable to TCS. # PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains # Essential Indicators # 1. Details of measures for the well-being of employees47: |Category|Total (A)|Health Insurance (B)|Accident Insurance (C)|Maternity benefits (D)|Paternity benefits (E)|Day care facilities (F)| |---|---|---|---|---|---|---| |Permanent Employees|334,825|334,825 (100.0%)|334,825 (100.0%)|NA|54 (0.02%)|334,044 (99.8%)| |Male|334,825|334,825 (100.0%)|334,825 (100.0%)|NA|54 (0.02%)|334,044 (99.8%)| |Female|189,017|189,017 (100.0%)|189,017 (100.0%)|189,017 (100.0%)|NA|188,796 (99.9%)| |Total|523,842|523,842 (100.0%)|523,842 (100.0%)|189,017 (100.0%)|54 (0.02%)|522,840 (99.8%)| |Other than Permanent Employees|1,256|1,256 (100.0%)|1,256 (100.0%)|NA|NA|NA| |Male|1,256|1,256 (100.0%)|1,256 (100.0%)|NA|NA|NA| |Female|1,156|1,156 (100.0%)|1,156 (100.0%)|1,156 (100.0%)|NA|NA| |Total|2,412|2,412 (100.0%)|2,412 (100.0%)|1,156 (100.0%)|NA|NA| # Notes: - Data specific to India. - Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited. - TCS does not offer daycare facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail of. - TCS monitors and tracks compliance of vendors with regard to statutory benefits and other state-wise labor rules pertaining to individuals on their payrolls working on TCS premises. # 2. Details of retirement benefits, for Current Financial Year and Previous Financial Year |Benefits|FY 2022-23|FY 2021-22| |---|---|---| |PF|100|100| |Gratuity|100|100| |ESI|5|6| |SA|6|6| |NPS|2|1| Notes: * Data specific to India. * All employees are covered under PF and Gratuity from their date of joining. * TCS monitors and tracks compliance of vendors with regard to statutory benefits and other state-wise labor rules pertaining to individuals on their payrolls working on TCS premises. # 3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016 (RPWD 2016 ACT)? If not, whether any steps are being taken by the entity in this regard. Yes. All TCS-owned premises have accessibility provided as per the RPWD 2016 ACT. # 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy. Yes. The Tata Code of Conduct can be accessed at: https://www.tcs.com/tata-code-of-conduct. Additionally, there is a Disability Inclusion Policy, governing TCS' India operations mapped to the RPWD 2016 ACT, available to employees on the company's local intranet. # 5. Return to work and Retention rates of permanent employees that took parental leave |Gender|Permanent employees|Return to work rate|Retention rate| |---|---|---|---| |Male| |100%|87%| |Female| |91%|90%| |Total| |91%|90%| Notes: File: AR_TCS_2022_2023.md * Data specific to India. * Return to work: Rate of employees who joined back from their parental leave in FY 2023. * Retention Rate: Of the employees ""Returned to Work"", % of employees those who are employed with TCS at the end of FY 2023. * Parental leave includes maternity leave, paternity leave and adoption leave. # 6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief."
+"|Category|Yes/No|Details of the mechanism| |---|---|---| |Permanent Employees|Yes|Employees can use the ""Employee Concerns"" application to log their grievances in TCS internal portal, which is addressed by the respective stakeholders within the stipulated timelines.| |Other than Permanent Employees|Yes|Non-permanent employees can raise the grievances via email to the concerned stakeholders.| 48 GRI 201-3 49 GRI 401-3 50 GRI 2-25 # 7. Membership of employees and worker in association(s) or Unions recognised by the listed entity: |Category|Total employees in respective category (A)|No. of employees in respective category, who are part of association(s) or Union (B)|% (B / A)|Total employees in respective category (C)|No. of employees in respective category, who are part of association(s) or Union (D)|% (D/ C)| |---|---|---|---|---|---|---| |Total Permanent Employees|523,842|55|0.01|508,186|55|0.01| |-Male|334,825|55|0.02|325,241|55|0.02| |-Female|189,017|0|0.00|182,945|0|0.00| Note: Data specific to India. # 8. Details of training given to employees and workers: |Category|Total (A)|On Health and Safety Measures No. (B)|% (B/A)|On Skill Upgradation No. (C)|% (C/A)|Total (D)|On Health and Safety Measures No. (E)|% (E/D)|On Skill Upgradation No. (F)|% (F/D)| |---|---|---|---|---|---|---|---|---|---|---| |Employees Male|393,771|388,587|98.7|349,717|88.8|379,942|374,645|98.6|367,461|96.7| |Female|219,423|213,293|97.2|193,281|88.1|210,720|205,656|97.6|201,314|95.5| |Total|613,194|601,880|98.2|542,998|88.6|590,662|580,301|98.2|568,775|96.3| Note: Data is based on TCS' global headcount of permanent employees, and excludes employees of non-wholly owned subsidiaries. # 9. Details of performance and career development reviews of employees: |Category|Total (A)|No. (B)|% (B/A)|Total (C)|No. (D)|% (D/C)| |---|---|---|---|---|---|---| |Employees Male|253,389|248,055|97.9|251,176|248,972|99.1| |Female|143,140|136,061|95.1|131,896|130,857|99.2| |Total|396,529|384,116|96.9|383,072|379,829|99.2| Notes: - Data specific to India. - Column A represents employees eligible for annual performance review and excludes new joiners with less than a year in the company. # 10. Health and safety management system: a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system? Yes. TCS is certified to ISO 45001:2018 Occupational Health and Safety (OHS) Management System standard across 127 of its facilities worldwide as on 31st March, 2023. These certified locations constitute 81% of office footprint and >94% of people footprint operating from these locations. # Occupational Health and Safety (OHS) Policy TCS has a well-defined Occupational Health and Safety (OHS) policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The board-level Stakeholders' Relationship Committee reviews the company's health and safety performance on a half yearly basis. Over 94% of the workforce is represented in joint management-employee health and safety committees that monitor, advise and drive occupational, health and safety initiatives. # a. Processes to Identify Work-Related Hazards As a part of its ISO 45001:2018 compliant Occupational Health and Safety Management System, TCS has a documented procedure to carry out assessment of work-related hazards and risks for all routine and non-routine activities carried out at any location. Hazard and risk identification is carried out by the process owners in consultation with the safety experts. The process owners are responsible to ensure adequate controls are identified and implemented to control the identified OHS risks. Mitigation plan and controls are provided to eliminate the identified hazards and risks. # b. Reporting Work-Related Hazards Yes. TCS has a safety incident reporting and management process to ensure that all work-related incidents (which include accidents, near-misses, unsafe conditions and unsafe acts) are reported and closed after taking necessary corrective actions. This is enabled through an online safety incident reporting tool which is accessible to all TCS employees to facilitate transparent reporting. The platform also supports incident investigation and corrective action with the perspective of eliminating hazards and preventing incidents. The awareness to employees on incident reporting is created during induction, mandatory OHS web-based training (WBT) and communication through mailers during monthly theme on incident reporting. The action owners are also sensitized on the importance of taking corrective action within given timelines with the perspective of eliminating hazards and ensuring mitigation plan is implemented. TCSers can also report their health and safety related issues or concerns through an internal administration helpdesk and these issues are resolved by the concerned action owner within prescribed timelines. They can also email their concerns to the Corporate HSE email ID and communicate with local health and safety teams. # c. Access to Non-Occupational Medical and Healthcare Services Yes. TCS recognizes that overall physical and mental wellbeing of its employees is integral to its success and growth aspirations. TCS has taken a holistic approach to well-being to cover mental health, ergonomic health, physical health, and safety at home, delivered through digital channels, hospital insurance services, occupational health services and through seamless integration of all stakeholders. TCS has occupational health centers (OHC) at TCS facilities in India."
+"The employees and contractors at these facilities have access to non-occupational medical and healthcare services as well. During the year, TCS facilitated several virtual specialist consultations with physiotherapists, gynecologists, nutritionists, gastroenterologists with whom employees can book pre-scheduled appointments and avail the services. These consulting services have helped employees to a large extent during their return to the offices after the pandemic. Beyond the OHCs, TCS provides comprehensive medical and healthcare services to employees through the company-funded medical insurance to employees and their dependents. In overseas geographies, non-occupational medical and healthcare services are provided as per the country regulations. To enable physical fitness, TCS has recreational facilities and gymnasiums at many of its facilities; it organized yoga programs such as online sessions, sun salutation challenge and personalized yoga training; continued to run the Fit4Life program with daily workout sessions, walking and running challenges. # d. Mental Well-Being Initiatives TCS, through its TCS Cares initiative, instituted programs for employees and their families to help cope with the mental stress and anxiety. Online counselling sessions and self-help resources help employees facing high distress levels through empathetic support by HR, managers, and peers. Emotional well-being (EWB) leaves are available to employees who need it. With many employees returning to work during the year, 'Return to office' transition program included multiple training and sensitization programs for HRs, managers and employees. TCS Cares mental health wellness web-based training (WBT) was completed by many employees during the year. Also, several leaders completed the Cares Leadership Program. Global mental health month was observed in October where two major events on 'Resilience' were carried out through #OneTCS events. 55 GRI 403-2 56 GRI 403-2 57 GRI 403-6 # 11. Details of safety related incidents Typical to any service sector company operating out of office-based premises, most common injuries occur due to slips, trips and falls or being struck by stationary objects, road accidents in company provided transport. TCS ensures capturing all types of incidents including accidents, near-misses and safety observations and ensuring 100% closure of the reported incidents with appropriate corrective and preventive actions. The safety incident statistics is given below - |Safety Incident/Number|Category|FY 2022-23|FY 2021-22| |---|---|---|---| |Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked)|Employees|0.0160|0.0032| |Total recordable work-related injuries|Employees|46|4| |No. of fatalities|Employees|0|0| |High consequence work-related injury or ill-health (excluding fatalities)|Employees|0|0| # 12. Describe the measures taken by the entity to ensure a safe and healthy work place TCS recognizes that occupational, health and safety (OHS) and overall physical and mental wellbeing of its employees is integral to its success and growth aspirations as spelled out in its OHS Policy. TCS is committed to provide safe workplaces focusing on preventing injuries, illnesses, and continuously strives to eliminate hazards and reduce OHS risks. There are no major health and safety (H&S) risks associated with TCS' services as the company provides customized software solutions and IT services. Key workplace safety risks include fire safety in buildings, office safety risks such as slips/ trips/ falls and electrical safety (e.g., electric shock) from use of office equipment and road safety risks during commutes in company-provided vehicles. Key occupational health related risks are associated with workplace ergonomics, indoor air quality, workplace illumination and noise. Hazard identification and risk assessment process is conducted to identify each such risk and ensure that proper mitigation measures are put in place to create a healthy and safe work environment. Some of the mitigation measures to prevent or mitigate significant occupational health & safety impacts include, - Provision and maintenance of fire detection, alarm and suppression systems. - Regular site review, inspections and audits to assess safety preparedness. - Regular mock drills for fire as well as medical emergencies. - Provision of ergonomically designed chairs and workstations to prevent musculoskeletal disorders (MSD's) and low radiation computer monitors for better visual health. - Digital monitoring of indoor air quality and periodic cleaning of the HVAC ducts to avoid sick building syndrome. - Regular training on occupational health & safety training to sensitize employees on OHS aspects to inculcate a culture of safety. - Employee engagement campaigns on health & safety topics such as fire safety, road safety, emergency evacuation, ergonomics among others. # 13."
+"Number of Complaints on the following made by employees | |FY 2022-23| |FY 2021-22| | | | |---|---|---|---|---|---|---| | |Filed during the year|Pending resolution at the end of year|Remarks|Filed during the year|Pending resolution at the end of year|Remarks| |Working Conditions|581|0|NIL|40|0|NIL| |Health & Safety| | | | | | | Notes: - Human rights related complaints disclosed under Principle 5. - The sharp increase in complaints YoY is due to the increase in number of employees working from office in FY 2023. # 14. Assessments for the year % of your plants and offices that were assessed (by entity or statutory authorities or third parties) |Health and safety practices|TCS has 127 locations globally certified as compliant with ISO 45001:2018, OHS Standards. 100% of TCS offices have been audited during FY 2023 by qualified internal auditors at TCS.| |---|---| |Working Conditions|Every year, one third of TCS locations are identified to be sampled for external/ third party audits. In FY 2023, 41 offices have undergone ISO 45001:2018 audits by TUV Nord for occupational health and safety (external auditor). 99 statutory audits were conducted on health and safety practices (lift, fire, electrical and food safety) in FY 2023 for offices in India. There were 13 third party audits conducted on HSE on behalf of customers.| # 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions. There were a few road/transport, slip, trip and fall related incidents during the year which have been investigated and closed with necessary corrective and preventive actions. Defensive driving focus and behavioral based safety practices have been emphasized as corrective measures. # Leadership Indicators 1. Does the entity extend any life insurance or any compensatory package in the event of death of Employees (Y/N)- Yes 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners. 3. TCS monitors and tracks the compliance of value chain partners locally and centrally. Every month administration teams at each center upload the applicable, verified compliance documents in the company's compliance tracking system for central monitoring. TCS ensures that monthly statutory dues are remitted to respective PF / ESI / LWF etc. authority by the contractors and proof of the same is produced to the company on a periodic basis. Provide the number of employees having suffered high consequence work-related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment: 4. | |Total no. of affected employees/ workers|No. of employees/workers that are rehabilitated and placed in suitable employment or whose family members have been placed in suitable Employment| |---|---|---| |FY 2022-23|0|0| |FY 2021-22|0|0| Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/ No) - No 61 GRI 3-3 62 GRI 403-10 63 GRI 403-9, GRI 3-3 # 5. Details on assessment of value chain partners64: | |% of value chain partners (by value of business done with such partners) that were assessed| |---|---| |Health and safety practices|TCS' supply chain sustainability requirements are integrated with online procurement platform, 'Sourcing module' and 'Risk module'. TCS' HSE policies, procedures, guidelines, and Supplier Code of Conduct (SCoC) are included in sourcing module in RFP template for digital acceptance by all suppliers/ vendors who are considered for evaluation.| |Working Conditions|Some critical suppliers such as regulated waste disposal services (e-waste, hazardous waste, battery wastes), bottled water suppliers, food suppliers for cafeteria and similar suppliers undergo legal due diligence and site inspection before initiating the negotiation process. The procurement team ensures that SCoC acceptance is done by vendors and all compliances are in place for which a tracking system is maintained. TCS also conducts periodic audits/review of processes/documents of on-boarded vendors who have contractual agreement.| # 6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners64. The company conducts regular H&S audits for high-risk vendors such as caterers, transport vendors, and bottled water vendors. Any findings during these audits are tracked to closure."
+"For example, if any vehicle provided by a transport vendor is found non-compliant to the TCS safety standards and guidelines, it is immediately removed from the roster. # PRINCIPLE 4: Businesses should respect the interests of, and be responsive to all its stakeholders # Essential Indicators # 1. Describe the processes for identifying key stakeholder groups of the entity65. TCS engages with a broad spectrum of stakeholders, to deepen its insights into their needs and expectations, and to develop sustainable strategies for the short, medium and long term. Stakeholder engagement also helps to manage risks and opportunities in business operations. The key stakeholders identified in consultation with the company's management are: customers, employees, shareholders, academic institutions, staffing firms, other suppliers, technology partners and collaborators, industry bodies, governments, NGOs, local communities, regulators and society at large. Some other stakeholders that TCS closely engages with - such as industry analysts, equity analysts, and the news media -are proxies for other named stakeholders - i.e. customers, shareholders, and society at large, respectively. Stakeholder interactions might be structured (e.g. surveys, account statements) or unstructured (town halls, 1x1 or group meetings). Based on mutual convenience and need, the engagement may be scheduled as needed, or pre-scheduled on a periodic basis, or ongoing (e.g. website, social media). # 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group66 |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)|Channels of Communication|Frequency of Engagement| |---|---|---|---| |Customers|No|As needed: Project-related calls and meetings; project management reviews; relationship meetings and reviews; executive meetings and briefings; customer visits; responses to RFIs/RFPs; sponsored events; mailers; newsletters; brochures|* Continuous: TCS website; social media (LinkedIn, Twitter, Facebook, Instagram, YouTube) * Half-yearly: Customer satisfaction surveys * Annual: Customer summits; Innovation days; Executive customer surveys; Sponsored Community events| # Purpose and scope of engagement including key topics and concerns raised during such engagement - Understanding client, industry and business challenges - Identifying opportunities to improve TCS' service and products for cross-selling - Deciding on investments and capabilities required to fulfil demand - Understanding client's data privacy and security requirements 64 GRI 414-2 65 GRI 2-29 66 GRI 2-29 nte˥rate˟ ƪnnual Report 202223 Business Responsibility & Sustainability Report | 162 # Stakeholder Communication |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other| |---|---|---| |Investors and Shareholders|No|As needed: Press releases and press conferences; email advisories; in-person meetings; investor conferences; non-deal roadshows; conference calls| |Employees|No|As needed: Town halls; roadshows; project or operations reviews; video conferences; audio conference calls; one-on-one counselling| |Partners and Collaborators|No|As needed: Meetings/calls; COINTM meetings; visits; partner events| |Academic Institutions|No|As needed: Academic Interface Program; Co-Innovation Network (COIN™) meetings| |Recruiters; staffing firms; other suppliers|No|One-time: RFIs/RFPs; empanelment process| |Industry bodies, Regulators|No|As needed (need basis / usually 1-2 meetings in 3 months' basis): Conferences and seminars, working committee meetings, surveys, other meetings| # Frequency of Engagement |Frequency|Purpose and scope of engagement including key topics and concerns raised during such engagement| |---|---| |Quarterly|Financial statements in IndAS and IFRS; earnings call; exchange notifications; press conferences| |Continuous|Investors page on the TCS website| |Annual|Annual General Meeting; Annual Report| |Monthly|@TCS (in-house magazine)| |Continuous|TCS website; Communication via TCS intranet, dipstick surveys; grievance redressal system, OneTCS Newsroom| |Annual|PULSE (employee feedback survey); long-service awards; sales meets; Blitz (business planning meet)| |Monthly|Conference calls| |Quarterly|Business reviews| |Annual|Partner events| |Continuous|TCS website; academic portal| |Annual|Sangam (high-level academic conference); campus recruitment| |As needed|Transactional meetings; periodic reviews; surveys| |Continuous|Tata Code of Conduct, Supplier evaluations| |Annual|Conferences; summits| |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website, Other)|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)| |---|---|---|---| |Governments; NGOs; local communities; media, industry analysts, society at large|No|As needed: Governance RFIs/RFPs; presentations; project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys; press releases; press conferences; media interviews and quotes; sponsored events, Analyst Days|* Continuous: Annual General Meeting, Quarterly Reports and Annual Report, Earnings Conference Call, Media interaction, Press Releases, TCS website| # Leadership Indicators 1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board."
+"Purpose and scope of engagement including key topics and concerns raised during such engagement: - Understand areas for sustainable development - Communicate TCS' performance and strategy - Manage TCS' brand and reputation - Share and contribute to thought leadership and insight into public and business concerns - Discuss TCS' response to responsible business issues - Work in partnership to develop solutions to global challenges TCS is an IT services, consulting and business solutions organization with a presence across multiple geographies, industries, services and products. TCS consults stakeholders on material topics and also conducts annual materiality assessments to update the list on an ongoing basis. Stakeholder interactions result in the identification of a broad funnel of issues important to each of the constituencies. The Company's Sustainability Council uses discussions with internal and external stakeholders, as well as its own judgment, to prioritize and arrive at a list of material topics with significant economic, environmental, or social impacts on TCS' business, reputation, and operations. The TCS management shares feedback with the Board on these issues. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity. Yes, TCS' ESG strategy on material topics uses inputs gathered during stakeholder consultations. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups. All of TCS' CSR programs are focused on addressing the most pressing issues and meeting the needs of the most vulnerable populations across the globe especially women, youth, and marginalized groups. TCS ensures assurance across the organization, to operate its business in an ethical, economic, social, and environmentally sustainable manner, while recognizing the needs and interests of its critical stakeholders. TCS' CSR projects evolve in accordance with feedback/concerns received from key stakeholders. TCS views feedback from the field - from implementation partners and from the target communities - as fundamental to ensure CSR Project success. Post program implementation, surveys and questionnaires capture the feedback which is then duly implemented. Annual Report 2022-23 Business Responsibility & Sustainability Report | 164 # PRINCIPLE 5 Businesses should respect and promote human rights # Essential Indicators # 1. Employees who have been provided training on human rights issues and policy(ies) of the entity, in the following format67: |Category| |FY 2022-23| | |FY 2021-22| | |---|---|---|---|---|---|---| | |Total (A)|No. of employees / workers covered (B)|% (B / A)|Total (C)|No. of employees / workers covered (D)|% (D / C)| |Permanent|523,842|519,799|99.2|508,186|504,115|99.2| |Other than permanent|2,412|2,396|99.3|2,011|1,982|98.6| |Total Employees|526,254|522,195|99.2|510,197|506,097|99.2| Note: - Data specific to India. # 2. Details of minimum wages paid to employees, in the following format68: |Category| | |FY 2022-23| | |FY 2021-22| | |---|---|---|---|---|---|---|---| | |Total (A)|Equal to Minimum Wage|More than Minimum Wage|Total (D)|Equal to Minimum Wage|More than Minimum Wage| | |Permanent|Male|334,827|554|0.2|334,273|99.8| | | |Female|189,015|533|0.3|188,482|99.7| | |Other than Permanent|Male|1,256|242|19.3|1,014|80.7| | | |Female|1,156|332|28.7|824|71.3| | Note: - Data specific to India. # 3. Details of remuneration/salary/wages, in the following format69: | | |Male| |Female| | |---|---|---|---|---|---| | |Number|Median remuneration/ salary/ wages of respective category (₹ Lakh per annum)|Number|Median remuneration/ salary/ wages of respective category (₹ Lakh per annum)| | |Board of Directors (BoD)|7|280.1|2|128.9| | |Key Managerial Personnel|4|1,463.4|-|NA| | |Employees other than BoD and KMP|(a) Junior|169,358|3.80|118,949|3.85| | |(b) Middle|146,469|14.23|66,935|11.62| | |(c) Senior|18,996|35.99|3,131|34.17| Notes: - At TCS, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location, and with the same level of experience70. Where relevant, the company publishes the raw mean and median pay differences between genders (not normalized for part-timers or grade and role differences) on its own website as well as on public sites. Gaps in median salary between genders at middle and senior levels is due to a higher proportion of women at the junior ends of each cohort. TCS' focused diversity and inclusion programs are expected to narrow this gap over time. 67 GRI 2-24 68 GRI 405-2 69 GRI 2-19, GRI 2-21 70 GRI 202-1, GRI 405-2 - Data is specific to India. - The median remuneration of Non-Executive, Non-Independent Directors is Nil (refer serial no. III(iv)(a) of the Corporate Governance Report) - Key Managerial Personnel include CEO, COO, CFO and Company Secretary. # 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business71? (Yes/No) Yes # 5."
+"Describe the internal mechanisms in place to redress grievances related to human rights issues72. Reporting avenues have been provided for TCS' employees, customers, suppliers and other stakeholders to raise concerns or make disclosures when they become aware of any actual or potential violation of the Company Code, policies or law including human rights violations. The Employees can use the ""Employee Concerns"" application to log their grievances in TCS internal portal, which is addressed by the respective stakeholders within the stipulated timelines. Non-permanent employees can raise the grievances via email to the concerned stakeholders. Additionally, anybody can make protected disclosures under the company's Whistle Blower policy. Representations made in the reporting avenues are reviewed and appropriate action is taken on substantiated violations. # 6. Number of Complaints on the following made by employees73: | |FY 2022-23|FY 2022-23|FY 2022-23|FY 2021-22|FY 2021-22|FY 2021-22| |---|---|---| | |Filed during the year|Pending resolution at the end of year|Remarks|Filed during the year|Pending resolution at the end of year|Remarks| |Sexual Harassment|49|8|Review in progress|36|16|Review in progress| |Discrimination at workplace|3|0|Closed|1|0|Closed| |Child Labour|0|0|NIL|0|0|NIL| |Forced Labour/ Involuntary Labour|0|0|NIL|0|0|NIL| |Wages|0|0|NIL|0|0|NIL| |Other human rights related issues|0|0|NIL|0|0|NIL| Note: - Data specific to India # 7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases74. Concerns on discrimination and harassment are dealt with confidentially. TCS does not tolerate any form of retaliation against anyone reporting good faith concerns. Anyone involved in targeting such a person raising such complaints will be subject to disciplinary action. # 8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)75 Yes 71 GRI 2-13 72 GRI 2-25 73 GRI 406-1 74 GRI 2-25 75 GRI 2-23, GRI 2-24 # 9. Assessments for the year: File: AR_TCS_2022_2023.md - Child labour - Forced/involuntary labour - Sexual harassment - Discrimination at workplace - Wages - Others - please specify % of your plants and offices that were assessed (by entity or statutory authorities or third parties) TCS internally monitors compliance for all relevant laws and policies pertaining to these issues at 100% of its offices. There have been no observations by local statutory / third parties in India in FY 2023. # 10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above. Not Applicable # Leadership Indicators # 1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints. Human rights are protected and upheld in TCS' core value of 'Respect for the individual' and enshrined in the TCoC that guides how TCS conducts itself in every community that it operates in. TCS has relevant in-house policies and procedures to reinforce human rights, resulting in an impeccable track record of never facing any human rights grievances or complaints. Further, TCS continually gathers feedback and keeps track of developments in the regulatory area to further strengthen existing processes. # 2. Details of the scope and coverage of any human rights due-diligence conducted. TCS adopts a zero-tolerance approach to issues related to human rights. TCS follows all government regulations and regulatory policies and comply to global and local laws in the countries where the company operates and complies to all applicable global and local laws including collective bargaining agreements through its policies and standards. While empaneling suppliers, the company carries out extensive due diligence on various ESG areas, including human rights. # 3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016? Yes. TCS believes in accessibility for all. # 4. Details on assessment of value chain partners: - Sexual Harassment - Discrimination at workplace - Child Labour - Forced Labour / Involuntary Labour - Wages - Others - please specify % of value chain partners (by value of business done with such partners) that were assessed All value chain partners are expected to adhere to the TCoC, which does not tolerate any form of harassment, whether sexual, physical, verbal or psychological. However, TCS does not conduct any formal assessment for the same. 100% of value chain partners were assessed. Not Applicable # 5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above. There were no significant risks / concerns arising from the assessments. # PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment # Essential Indicators 1."
+"Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format: Much of the electricity that TCS uses comes from the grid but over the years, TCS has increased the share of renewable electricity (RE) through onsite rooftop solar generation, procurement from third party producers and purchase of Energy Attribute Certificate (EAC) in certain countries. The RE consumption as a % of total energy consumption has increased from 37.2% in FY 2022 to 55.2% in FY 2023. Electricity consumption across TCS operations increased by 33.3% y-o-y due to increased resumption of operations (compared to FY 2022) and inclusion of additional offices. Other sources of energy include natural gas (mainly used for space heating/cooling), district heating and cooling, fuel used in company owned vehicles, cooking gas used in cafeteria and diesel used in diesel generators (mainly used as a back-up source for power shortages). Details of total energy consumption (in Joules or multiples) and energy intensity are provided below: |Parameter|FY 2022-23|FY 2021-22| |---|---|---| |From renewable sources| | | |Total electricity consumption (A)|830,388,643|401,662,127| |Total fuel consumption (B)|NIL|NIL| |Energy consumption through other sources (C)|154,994|8,482,654| |Total energy consumed from renewable sources (A+B+C)|830,543,637|410,144,781| |From non-renewable sources| | | |Total electricity consumption (D)|602,410,331|672,917,518| |Total fuel consumption (E)|72,062,111|41,303,253| |Energy consumption through other sources (F)|NIL|NIL| |Total energy consumed from non-renewable sources (D+E+F)|674,472,442|714,220,770| |Energy intensity per rupee of turnover|0.0007|0.0006| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). 2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. Not Applicable to TCS. 3. Provide details of the following disclosures related to water, in the following format: The sources of freshwater at TCS include third party water (90%), groundwater (7.6%) and rainwater harvested (2.5%). TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for higher water efficiencies, 100% treatment and recycling of sewage, and rainwater harvesting. The detailed break up is given below. |Parameter|FY 2022-23|FY 2021-22| |---|---|---| |Water withdrawal by source (in kilolitres)| | | |(i) Surface water|NIL|NIL| |(ii) Groundwater|173,539|121,756| |(iii) Third party water|2,058,419|1,243,889| |(iv) Seawater / desalinated water|NIL|NIL| Footnotes: 76 GRI 302-1, GRI 302-3, TC-SI-130a.1. 77 There was a marginal change of 0.4% in fuel consumption data reported in FY 2022, which has now been corrected in the table above. 78 GRI 303-3, GRI 303-5, TC-SI-130a.2. # Parameter |Parameter|FY 2022-23|FY 2021-22| |---|---|---| |(v) Others - Rainwater utilized|56,730|75,314| |Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)|2,288,688|1,440,959| |Total volume of water consumption (in kilolitres)|2,082,781|1,319,696| |Water intensity per rupee of turnover (Water consumed / turnover)|0.0000009|0.0000007| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation. Yes, TCS has achieved zero liquid discharge across all the campuses. TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All new campuses have been designed for 100% treatment and recycling of sewage, and rainwater harvesting. # 5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: TCS being an IT consulting services and business solutions company does not have significant air emissions other than those arising from the operation of diesel generator sets during power outages. TCS' operations in India have necessary consent under the Air (Prevention & Control of Pollution) Act (1981), for operation of DG sets and ensures compliance to the conditions which includes stack emission parameters like nitrous oxide, non-methane hydrocarbons, carbon monoxide, particulate matter, etc. Stack emission monitoring is conducted as per the frequency required under the Consent To Operate (CTO) the generator sets. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency."
+"The DG stack emissions are sampled and analyzed by government approved laboratories and the reports are reviewed by the internal team to ensure compliance to the CTO conditions. These stack emission reports are submitted to government authorities (State Pollution Control Boards) as per consent conditions. These reports are also verified during internal and external audits to check compliance. # 6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: The Scope 1 emissions are from direct GHG sources like fuel used in company owned vehicles, diesel generators & cafeteria, fugitive emissions from refrigerants and fuel used for space heating. Scope 1 accounts to about 15.2% of the Scope 1 + Scope 2 carbon footprint in FY 2023. The remaining 84.8% are from indirect emissions, referred to as Scope 2 emissions, associated with purchased electricity. The breakup is provided as required in the table below. 79 GRI 303-1, GRI 303-2 80 GRI 305-1; GRI 305-2, GRI 305-4. Scope 1 emissions have been calculated using the emissions factors published by the DEFRA conversion factors 2022. For Scope 2 emissions - for India, the source is the emission factor is the CO2 Baseline Database for the Indian Power Sector, User Guide, Version 18.0, December 2022, published by the Central Electricity Authority of India. For Australia, Canada, North America, and UK emission factors specific to the region published by local authorities are used. For other countries IEA v4 emission factors 2022 and GHG protocol/ IEA 2022 have been used. # Parameter | |Unit|FY 2022-23|FY 2021-22| |---|---|---|---| |Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes of CO2|20,972|16,684| |- CO2|tCO2e|4,780|2,813| |- CH4|tCO2e|2.73|1.38| |- N2O|tCO2e|39.8|28.3| |- HFC|tCO2e|16,150|13,841| |Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes of CO2 equivalent|117,265|141,045| |Total Scope 1 and Scope 2 emissions per rupee of Turnover|tCO2e/Million INR|0.05|0.08| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details. Yes. TCS had set a target to reduce its absolute Scope 1 and Scope 2 emissions by 70% by 2025 and become net zero by 2030. The first part was achieved in FY 2023 through a combination of green infrastructure, green IT, energy efficiency and renewable energy. # Commitment to Science Based Targets initiative (SBTi) In June 2022, TCS has responded to SBTi's urgent call for corporate climate action by committing to align with 1.5°C and net-zero through the Business Ambition for 1.5°C campaign. This is published on SBTi website and can be viewed at Companies taking action- Science Based Targets. TCS is working on the next steps to developing company targets for validation by SBTi. # Green Infrastructure and IT enabled operational efficiency: All new campuses owned by TCS are designed according to green building standards for energy and resource efficiency. They have roof-top solar photovoltaic installations to reduce the carbon footprint. Currently, 36 TCS offices, with over 23.68 million sq. ft of office area, are certified green buildings by Indian Green Building Council (IGBC). These make up over 64.6% of TCS' total real estate portfolio in India. During the year, several initiatives were aligned to achieve the carbon targets which included those in building and IT infrastructure. Initiatives in building infrastructure included energy efficiencies in HVAC systems, Uninterrupted Power Supply (UPS), LEDs, motors, and chillers. - HVAC system upgradation included deployment of energy efficient fans for Air handling units (AHUs), Variable Refrigerant Flow (VRF) systems for 24X7 on variable load, oilless centrifugal chillers like magnetic or ceramic bearing chillers and chiller plant manager. - Energy efficient UPS included Insulated Gate Bipolar Transistors (IGBT) based UPS with high efficiency and modular UPS. - Other energy efficiency initiatives included LED lighting with advanced controls, EFF1/IE3 rated high efficiency motors, 11KV power distribution from sub-station to different buildings, use of 11 kV centrifugal chillers and elevators with energy efficient and gearless motors. There are some inclusions and modifications in estimating carbon emissions during FY 2023 when compared to FY 2022."
+"Scope 2 emissions: The emission factors for the grid electricity across various geographies have been taken primarily from IEA v5-IEA 2022 (12/2022) database except for US, Canada, Australia, and India where emission factors are available from regional sources. For India geography, the Central Electricity Authority (CEA), user guide 18.0, Dec 2022 emission factor of 0.715 tCO2/ MWh (carbon emission factor of grid electricity, including RE) has been considered for estimating the carbon emissions from procured electricity in FY 2023. Over the years CEA has been publishing the weighted average carbon emission factor (conventional) of the grid which was being used by TCS for Scope 2 emissions until FY 2022 as emission factors (including RE) was not available earlier. However, in Dec 2022, CEA published the carbon emission factor of grid electricity (including RE) for the first time for years 2013-14 to 2021-22. As TCS procures electricity from the India grid, which is mix of conventional and renewable energy, the emission factor of 0.715 tCO2/ MWh is considered more appropriate. Corrected Scope 1 emissions data for FY 2022 due to minor changes in fuel consumption data. GRI 305-5, TC-SI-130a.3. TCFD- Metrics and Targets B # Green IT: Initiatives in green IT focused on data center and IT device consolidation and optimization to reduce the carbon footprint. The areas covered under green IT initiatives include IT energy optimization in data center and equipment rooms. In addition, green attributes are considered in every asset procurement. TCS' data centers have a weighted average PUE of 1.66. TCS' IoT-based Real-time Energy Management System (TCS Clever Energy™)84 initiative involves real time monitoring to optimize the operational energy efficiency across all offices. The smart, scalable, analytics driven IoT solution uses TCS Connected Universe Platform (TCUP) IoT platform, which forms the backbone enabling visualization of data acquired from various locations and facilities' energy meters and sensors. # Renewable Energy: The roof top solar photo voltaic installations this year remained at 10.2 MWp contributing to 3.4% of total electricity use in FY 2023. The company increased its renewable energy procurement through a) switch over to green tariffs for its operations in Hyderabad, Bengaluru, Indore, Bhubaneshwar, Pune, and Thane, b) 1 MWp open access power purchase agreements (PPA) signed at Siruseri (as an extension to the previous 12 MWp PPA). The renewable energy procurement has resulted in an increase in renewable energy use to 55.2% of total energy use. # Carbon Neutrality: The company became carbon neutral across Scope 1 and Scope 2 emissions in North America, UK and Ireland (except Diligenta), Europe, Asia Pacific (excluding Japan), Latin America, and Middle East & Africa in FY 2023. # Waste Management Details: |Parameter|FY 2022-23|FY 2021-22| |---|---|---| |Total Waste generated (in metric tonnes)| | | |Plastic waste (A)|46.7|42.9| |E-waste (B)|415|563| |Bio-medical waste (C)|0.83|1.61| |Construction and demolition waste (D)|194,973|62.4| |Battery waste (E)|387|286| |Radioactive waste (F)|NA|NA| |Other Hazardous waste. Please specify, if any. (G)|26.1|27.6| |Other Non-hazardous waste generated (H). Please specify, if any.|3,538|2,351| # Break-up by composition i.e. by materials relevant to the sector |Quantity of office paper [t]|115|41.5| |---|---|---| |Quantity of Newspaper / Magazine [t]|3.8|2.3| |Quantity of packaging material waste[t]|199|151.2| |Quantity of Restroom waste generated [t]|357|98| |Quantity of Cafeteria dry waste generated [t]|220|114| |Quantity of Other mixed waste generated [t]|592|315.2| |Other office scrap waste generated [t]|137|217.2| |Garden waste generated [t]|1,261|1,330| |Total food waste generated [t]|653|81.9| |Total (A+B + C + D + E + F + G + H)|199,386|3,384.5| # For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes) |Category of waste|(i) Recycled **| | |---|---|---| |Battery|422|258| |E-waste|424|583| |Hazardous waste|25|27| |Non-Hazardous waste|1,685|1,077| 84 TCFD Metrics and Targets A 85 GRI 306-3; 306-4; 306-5 # Plastic Waste |Category of waste|Metric Tonnes|Metric Tonnes| |---|---|---| |- Plastic Waste|46|38| |- Construction & Demolition waste|61.6| | |(ii) Re-used|194,316| | |(iii) Other recovery operations|-|-| |Total|196,918|2,044.6| # For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes) |Category of waste|(i) Incineration| |(ii) Landfilling| |(iii) Other disposal operations| |---|---|---|---|---|---| |- Biomedical waste|0.8|1.6|- Non-hazardous waste|61.7|36.4| |- Non-hazardous waste|1,612|1,112|- Construction & demolition waste|519|-| |-|-|-|-|-|-| |Total|2,193.5|1,150| | | | 100% of the regulated waste (hazardous wastes, e-waste, battery waste), plastic wastes, paper & packaging wastes are disposed through recycling. The generated quantities, if remaining at the end of the financial year for disposal, are stored at the facilities and recycled through approved/ authorized vendors. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency."
+"Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes. Not applicable. TCS does not manufacture anything and therefore does not use any hazardous or toxic chemicals in its processes. # 10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format: Yes, TCS has its office in Kalinga Park, Bhubaneswar, Odisha which is located near Chandaka Wildlife Sanctuary. TCS office is located in the Special Economic Zone (SEZ) developed by the Odisha Industrial Infrastructure Development Corporation (IDCO). All necessary environmental clearances have been obtained for the campus. |S. No.|Location of operations/offices|Type of operations|Whether the conditions of environmental approval / clearance are being complied with? (Y/N)|If no, the reasons thereof and corrective action taken, if any.| |---|---|---|---|---| |1|TCS Kalinga Park, Chandaka Industrial Estate, Bhubanewar, Odisha|Software Consultancy Services|Yes, the conditions of Environmental Clearance have been complied with.| | 86 GRI 306-2; GRI 3-3 87 GRI 304-1 # 11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: |Name and brief details of project|EIA Notification No.|Date|Whether conducted by independent external agency (Yes / No)|Results communicated in public domain (Yes / No)|Relevant Web link| |---|---|---|---|---|---| |Expansion of TCS Noida ITSEZ Campus, Uttar Pradesh.|EC23B039UP128426|January 12, 2023|Yes|Yes|https://www.tcs.com/investor-relations/environmental-impact-assessments-details| |Proposed Expansion at, Rajarhat Kolkata, West Bengal.|EC22B039WB170289|May 13, 2022|Yes|Yes| | # 12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: Yes, TCS has complied with applicable environmental law/regulations / guidelines applicable in India. No fine/penalty/action was initiated against the entity under any of the applicable environmental laws/regulation/guidelines. |S. No.|Specify the law / regulation / guidelines which was not complied with|Provide details of the non-compliance|Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts|Corrective action taken, if any| |---|---|---|---|---| |Not Applicable| | | | | # Leadership Indicators # 1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the following format: This information has been covered in Principle 6, Q1 of the Essential Indicators. # 2. Provide the following details related to water discharged: |Parameter|FY 2022-23|FY 2021-22| |---|---|---| |Water discharge by destination and level of treatment (in kilolitres)| | | |(i) To Surface water| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(ii) To Groundwater| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(iii) To Seawater| | | |- No treatment|0|0| |- With treatment - please specify level of Treatment|0|0| |(iv) Sent to third-parties| | | |- No treatment|92,510|19,216| |Note: Wastewater sent for municipal treatment| | | |- Tertiary treatment|67,180|86,073| Footnotes: - GRI 413-1, GRI 303-1 - GRI 2-27 - GRI 302-1 - GRI 303-4 # Water Discharge and Treatment |Parameter|FY 2022-23|FY 2021-22| |---|---|---| |(v) Others| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |Total water discharged (in kilolitres)|159,690|105,289| Note: This data pertains to India only. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 3. Water withdrawal, consumption and discharge in areas of water stress (in kiloliters): For each facility / plant located in areas of water stress, provide the following information: 1. Name of the area: Data provided for 12 areas as per CGWB in individual tabs 2. Nature of operations: Software and IT operations 3."
+"Water withdrawal, consumption and discharge in the following format: |Parameter|FY 2022-23|FY 2021-22| |---|---|---| |Water withdrawal by source (in kilolitres)| | | |(i) Surface water|0|0| |(ii) Groundwater|43,320|0| |(iii) Third party water|505,970|531,427| |(iv) Seawater / desalinated water|0|0| |(v) Others (Rain water)|610|0| |Total volume of water withdrawal (in kilolitres)|549,900|531,427| |Total volume of water consumption (in kilolitres)|526,730|520,733| |Water intensity per rupee of turnover (Water consumed / turnover)|0.00000023|0.00000027| |Water discharge by destination and level of treatment (in kiloliters)| | | |(i) Into Surface water| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(ii) Into Groundwater| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(iii) Into Seawater| | | |- No treatment|0|0| |- With treatment - please specify level of treatment|0|0| |(iv) Sent to third-parties| | | |- No treatment|20,150|7,622| |Note: Wastewater sent for municipal treatment| | | |- With treatment - please specify level of treatment|3,020|3,071| |Note: Tertiary treatment| | | 92 GRI 303-3, GRI 303-4, TC-SI-130a.2 # Parameter | |FY 2022-23|FY 2021-22| |---|---|---| |Others| | | |No treatment|0|0| |With treatment - please specify level of treatment|0|0| |Total water discharged (in kilolitres)|23,170|10,693| Note: This data pertains to India only. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). # 4. Please provide details of total Scope 3 emissions & its intensity, in the following format: |Parameter|Unit|FY 2022-23|FY 2021-22| |---|---|---|---| |Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes of CO2 equivalent|366,606|358,453| |Category 1 - Purchased goods & services|tCO2e|2,515|12,020| |Category 2 - Capital goods|tCO2e|18,549|111,290| |Category 3 Fuel and energy related activities (not included in Scope 1 or 2)|tCO2e|32,094|52,415| |Category 4 - Upstream transportation and distribution|tCO2e|5,107|7,542| |Category 5 - Waste generated in operations|tCO2e|1,070|639| |Category 6 - Business travel|tCO2e|89,907|35,043| |Category 7 - Employee commuting (Work from home (WFH) emission is included in this category as per GHG protocol since both are pandemic years)|tCO2e|217,364|139,504| |Total Scope 3 emissions per rupee of turnover|tCO2e/INR|0.00000016|0.00000019| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by Ernst & Young Associates LLP (EY). 93 GRI 305-3, GRI 305-4; There are some inclusions and modifications in estimating scope 3 carbon emissions during FY 2023 when compared to FY 2022. 94 Scope 3 emissions: - Category 1 & 2: Emission factors (spend based) for purchased and capital goods are taken from the latest available US EPA (Supply Chain GHG Emission Factors for US Commodities and Industries v1.1.1) information for computer equipment, electrical equipment, office equipment, vehicles, and furniture items. Until FY 2022, TCS used the DEFRA 2012, spend based emission factors, which are outdated. In view of adopting updated emission factors, there was a reduction in category 1 by 89% and category 2 by 82%. - Category 3: The well to tank (WTT) emissions from the fuel used in stationary and mobile combustion such as diesel in DG sets and owned vehicles, LPG or PNG in cafeteria, natural gas for space heating/ cooling, fuel used in hired vehicles (cabs/ buses) are included in this category in FY 2023. Earlier in FY 2022, only WTT of electricity procured was considered. The increase in scope of reporting contributes to 3.5% of the total emissions under category 3. File: AR_TCS_2022_2023.md - Category 4: Until FY 2022, TCS had included only emissions from transportation of IT assets considering its relative significance compared to other supplies. In FY 2023, TCS has also included emissions related to non-IT supplies and waste disposal. The supplies include cafeteria/ canteen supplies, water supplies through tankers, housekeeping material and other stationary supplies and disposal of wastes (e-wastes, hazardous wastes, batteries etc.,). Emission factors are taken from DEFRA 2022 for the transport emissions based on vehicle type and weight. The increase in scope of reporting contributes to 31% of the total emissions under category 4. - Category 5: No change in approach in FY 2023. The emissions are based on disposal mechanisms (e.g., recycling, reuse, landfill) for different categories of waste (plastic, metal, e-waste, batteries, food waste, garden waste etc.,) and have been computed based on emission factors from DEFRA 2022. - Category 6: In FY 2022, business travel included emissions from air and rail."
+"In FY 2023, business travel emissions also include hotel stays at various geographies during business travel. Relevant emission factors are taken from DEFRA 2022. The increase in scope of reporting contributes to 0.5% of the total emissions under category 6. - Category 7: In FY 2023, the employee commute related carbon emission includes those from TCS hired vehicles for transport of employees (global), personal employee commute (only India), public employee commute (only India) and work from home (WFH) emissions (global). In pre-pandemic period, TCS had considered and included private and public commute of India employees in carbon emissions, however during FY 2021 and FY 2022, this was insignificant to be included under this category. The occupancy in overseas offices has been minimum during FY 2023 due to majority of the associates working from home and therefore considered insignificant, and not included in the emissions. # 5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities. |Sr. No|Initiative undertaken|Details of the initiative (Web-link, if any, may be provided along-with summary)|Outcome of the initiative| |---|---|---|---| |1|Chandaka Wildlife sanctuary authority|- Installation of inward facing low intensity peripheral lights to avoid any impact on wildlife movement. High mast lights in TCS parking area are switched off after 11 pm. - Plantation of native/indigenous plants, medicinal and spice garden, butterfly garden. - Protection of native/medicinal, plant species as well as butterfly species. - Garden and food waste vermicomposting and organic waste composting technology has been installed to generate organic manure and it is reused for landscaping. - Provision of rainwater harvesting structure and sewage treatment plant (STP). - 100% treatment and recycling of wastewater inside the premises. - Groundwater recharging pits for enriching the water table. |- Inward direction peripheral lights of low intensity to avoid any impact on wildlife movement. - 100% treatment and recycling of wastewater inside the premises. | As a proactive initiative, TCS has included 'Urban Biodiversity' conservation as an integral part of TCS Environmental Sustainability Policy and its long-term plan for sustainable development. Biodiversity action plan is implemented across 18 TCS campuses in India to conserve and enhance urban biodiversity. Biodiversity mapping for various flora and fauna species is conducted on an annual basis. TCS campuses across India are home to over 590+ flora species and 180+ fauna species. 10 species of IUCN category trees i.e., Endemic, Endangered, Threatened, Vulnerable and Rare species, are protected within TCS campuses. # 6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: |Sr. No|Initiative undertaken|Details of the initiative (Web-link, if any, may be provided along-with summary)|Outcome of the initiative| |---|---|---|---| |1|HVAC energy efficiency projects|- Energy efficient fans driven AHU's - VRF systems for 24x7 systems on variable load - Oilless Centrifugal Chillers like Magnetic or Ceramic Bearing chillers - Chiller plant manager |505,266 kWh energy savings| |2|UPS based energy efficiency projects|IGBT based UPS with high efficiency and Modular UPS|333,448 kWh energy savings| |3|Energy Monitoring and Analytics (Clever Energy + Resource Optimization Center)|- Chiller Optimization - AHU Optimization - AC Schedule Change - Elimination of energy wastage in the non-peak hour operations |3.38 Mn kWh energy savings| # 7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. The business continuity and disaster management function in TCS supports the strategic objective of the organization, protects business interest, and proactively strengthens the organization's ability to effectively respond to internal and external threats and enable seamless, continued delivery of critical business operations, in the event of any disruption. The end-to-end framework is effectively managed through defined policy, procedures, guidelines and through in-house developed tools that support planning and communication with all stakeholders. The framework is fully compliant and certified to ISO 22301:2019, CMMI-SVC and is integrated with TCS quality management system for consistent deployment across the organization. 95 GRI 304-2; GRI 304-3 96 TCFD Metrics and Targets A TCS has Emergency Preparedness Plans (EPP) for disasters such as earthquake, floods, cyclones etc in its internal portal."
+"The plan outlays the responsibilities of action owners, plan description including precautions to be taken, evacuation procedures and post incident action plan which would need to be followed at locations facing the emergency scenario. Every customer relationship, region (branch), global delivery center and corporate IS function maintains a BCP plan that is updated once in six months or on a need basis. The framework ensures that respective owners consider all contractual/regulatory requirements, scope of services, demographics of operations, interdependencies of services and underlying assets, identifies business impact of loss/ interruption or disruption, and determines appropriate continuity strategy for the same. The associated potential risks are identified, assessed and appropriate response is devised to handle respective risks. # 8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard. No significant adverse impact envisaged from TCS' value chain. # 9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts. TCS assesses 100% of its suppliers' environmental footprint at the time of their respective empanelment. Towards ongoing sustainability assessment, TCS launched its Supplier Sustainability Assessment Platform and initiated on-boarding of its top supply chain partners in FY 2023. Through this platform, TCS plans to support its suppliers with engagement and guidance to help them improve their sustainability performance. During FY 2023, TCS has also implemented system-enabled database checks and risk profiling of its top 80% suppliers (by spend) across sectors and geographies. Of the top 80% suppliers by spend, 20% suppliers have already completed sustainability assessment for environment criteria. # PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent # Essential Indicators # 1. a. Number of affiliations with trade and industry chambers/ associations 9 in India, and 3 outside India. TCS works with various leading trade bodies/ industry chambers/ associations in India. In addition, TCS collaborates with bilateral/ multilateral international chambers, based out of India, on multiple technology and trade related matters. # b. entity is a member of/ affiliated to |Sr. No.|Name of the trade and industry chambers/associations|Reach of trade and industry chambers/ associations (State/National)| |---|---|---| |1|National Association of Software and Service Companies (NASSCOM)|National| |2|Confederation of Indian Industry (CII)|National| |3|Federation of Indian Chambers of Commerce & Industry (FICCI)|National| |4|Associated Chambers of Commerce & Industry of India (ASSOCHAM)|National| |5|Public Affairs Forum of India (PAFI)|National| |6|The Information Technology Industry Council|International| |7|BitKom|International| |8|Indo American Chamber of Commerce (IACC)|National| |9|Whitehall and Industry Group|International| |10|British Business Promotion Association|International| # 2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities |Name of authority|Brief of the case|Corrective action taken| |---|---|---| |Not Applicable| | | 97 GRI 308-2 98 GRI 308-1, GRI 308-2 99 GRI 2-28 100 GRI 2-28 nte˥rate˟ ƪnnual Report 202223 Business Responsibility & Sustainability Report | 177 # Leadership Indicators # 1. Details of public policy positions advocated by the entity: |S. No.|Public policy advocated|Method resorted for such advocacy| |---|---|---| |1.|Special Economic Zones (SEZ) reforms introduced by GOI:|- Industry meetings with Ministry of Electronics and Information and Technology (MeitY), Department of Commerce, Ministry of Finance (MoF). - Participation in round tables discussions and consultations organized by industry associations such as CII, FICCI, NASSCOM. - Recommendations submitted to relevant government departments, trade associations on request. | |2.|GOI's endeavor to facilitate Free Trade Agreements (FTAs) to leverage India's ability to be a key trading partner:|- Multiple engagements with governments to share concerns over totalization, mobility of resources, amongst other challenges. - Shared inputs as a part of industry representations with relevant government departments- Department of Commerce, and industry bodies such as CII, FICCI, NASSCOM, highlighting challenges related to non-tariff barriers (NTBs), mobility of STEM talent and other issues related to taxation. | |3.|Promoting trade in goods and services:|- Recommendations on India's Foreign Trade Policy (FTP) (released on 31st March 2023) by the Ministry of Commerce, GOI. - Provided the Ministry with regular inputs and recommendations on the sectoral opportunities for India. | |4.|Data regulation policies by the GOI:|- Participated in the consultation process facilitated by MeitY. - Submitted recommendations on the Digital Personal Data Protection Bill (DPDPB), 2022 regarding applicability, definitions amongst other recommendations."
+"| |5.|Ongoing engagements on policies and regulations under consideration by Government of India and maybe important for the technology sector, namely:|- Telecom- 5G - Digital India Act - National Data Governance Policy - DESH Bill- Cybersecurity Engaging with multiple Ministries and relevant working committees. Participated in policy discussions, consultations, round-tables and/or expert meetings to share insights on critical upcoming policies and regulations such as- Draft Telecommunications Bill, Proposed Digital India Act, National Data Governance Policy, Draft DESH Bill and on topical issues such as cybersecurity.| # Whether information available in public domain? |Frequency of Review by Board (Annually/ Half yearly/ Quarterly / Others - please specify)|Web Link, if available| |---|---| |Yes|As and when required.| |Partially|As and when required.| |Yes|As and when required. https://www.tcs.com/investor-relations/public-policy-positions-details| |Yes|As and when required.| |Yes|As and when required.| Business Responsibility & Sustainability Report | 178 # PRINCIPLE 8 Businesses should promote inclusive growth and equitable development # Essential Indicators 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year101. |Name and brief details of project|Whether conducted by independent external agency (Yes/No)|Results communicated in public domain (Yes/No)| |---|---|---| |BridgeIT program, Development Focus, Bangalore|Yes|Yes| 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: Relevant web link https://on.tcs.com/BridgeIT-2023 Not applicable for TCS. 3. Describe the mechanisms to receive and redress grievances of the community102. All agreements between TCS and the stakeholders, contain clauses on handling of grievances, disputes etc. Additionally, TCS Regional Leaders are connected at the ground level and provide feedback for implementation if any. Post program implementation, surveys and questionnaires capture the feedback which is duly implemented. 4. Percentage of input material (inputs to total inputs by value) sourced from suppliers103: | |FY 2022-23|FY 2021-22| |---|---|---| |Directly sourced from MSMEs / small producers|12.9%|8.4%| |Sourced directly from within the district and neighboring districts|91.6%|91.0%| # Leadership Indicators 1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above): Not applicable for TCS. 101 GRI 413-1 102 GRI 2-25, GRI 413-1 103 GRI 204-1 nte˥rate˟ ƪnnual Report 202223 Business Responsibility & Sustainability Report | 179 # 2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies: |Sr."
+"No.|Program|State|Aspirational District|Amount spent (in ` crore)| |---|---|---|---|---| |1|Youth Employment Program|Andaman and Nicobar Islands, Andhra Pradesh, Arunachal Pradesh, Assam, Bihar, Chandigarh, Chhattisgarh, Dadra and Nagar Haveli, Daman and Diu, Delhi, Goa, Gujarat, Haryana, Himachal Pradesh, Jammu & Kashmir, Jharkhand, Karnataka, Kerala, Ladakh, Madhya Pradesh, Maharashtra, Manipur, Meghalaya, Mizoram, Nagaland, Odisha, Puducherry, Punjab, Rajasthan, Tamil Nadu, Telangana, Tripura, Uttar Pradesh, Uttarakhand and West Bengal|Agra, Alwar, Anuppur, Araria, Aurangabad, Bahraich, Balangir, Ballia, Balrampur, Banas kantha, Banka, Bankura, BaraBanki, Baramula, Bareilly, Bastar, Basti, Belgaum, Bellary, Bhadradri Kothagudem, Bhagalpur, Bharatpur, Bharuch, Bhavnagar, Bhojpur, Beed, Birbhum, Chamba, Chandauli, Chhindwara, Chitradurga, Cuddalore, Dakshin, Darbhanga, Darrang, Deoghar, Deoria, Dewas, Dhalai, Dhanbad, Dhenkanal, Dhule, Dohad, Dumka, Dungarpur, East Champaran, East Khasi Hills, Faizabad, Fatehpur, Firozpur, Gadchiroli, Gajapati, Garhchiroli, Gaya, Goalpara, Gonda, Gopalganj, Hardoi, Haridwar, Hazaribagh, Jabalpur, Jalgaon, Jalpaiguri, Jamtara, Jashpur Kamrup, Metropolitan, Kandhamal, Kannur, Karaikal, Kendujhar, Kheda, Cooch Behar, Kokrajhar, Kupwara, Kurnool, Lakshadweep, Madhubani, Malappuram, Malkangiri, Mau Mayurbhanj, Meerut, Moradabad, Murshidabad, Muzaffarpur, Nagaon, Nagapattinam, Nalanda, Nalgonda, Nandurbar, Nizamabad, North Tripura, Osmanabad, Palakkad, Panchmahal, Paschim Bardhaman, Pashchimi Singhbhum, Patna, Prakasam, Pratapgarh, Purba Bardhaman, Purnia, Puruliya, Rae Bareli, Raichur, Raigarh, Raipur Rajnandgaon, Ramgarh, Ranchi, Rewa, Ri Bhoi, Rohtas, Sabarkantha, Sagar, Sahibganj, Salem, Saraikela-Kharsawan, Satna, Seoni, Shahjahanpur, Sitapur, Sonbhadra, South 24 Parganas, Surguja, Tirunelveli, Tirupur, Tiruvannamalai, Tumakuru, Udham Singh Nagar, Ujjain, Unnao, Vadodara, Vaishali, Valsad, Vidisha, Viluppuram, Virudhunagar, Visakhapatnam, Vizianagaram, Wayanad, West Nimar, YSR Kadapa, Yadgir, Yavatmal|7.63| |2|BridgeIT|Mizoram, Karnataka, Odisha, Jharkhand|Aizawl, Raichur, Yadgir, Gajapati, Rayagada, Lohardaga and Latehar|1.46| |3|LaaS|Bihar, Chandigarh, Delhi, Gujarat, Madhya Pradesh, Maharashtra, Odisha, Punjab, Telangana, Uttar Pradesh, West Bengal|Bhavnagar, Indore, Ujjain, Dhar, Jhabua, West Nimar, Dahod, Alirajpur, Seoni, Palghar, Barwani, Guna, Rajgarh, Damoh, Chhatarpur, Singrauli, Mandla, Anuppur, Balaghat, Betul, Burhanpur, Chhindwara, Dewas, Dindori, Gwalior, Jabalpur, Katni, Morena, Raisen, Ratlam, Rewa, Sagar, Satna, Shahdol, Shivpuri, Sidhi, Umaria, Vidisha|0.92| |4|goIT|Kerala, Gujarat, Maharashtra, Andhra Pradesh, Tamil Nadu, Telangana, Karnataka, Uttar Pradesh, Manipur, Madhya Pradesh, Odisha, West Bengal, Ladakh|Yavatmal, Dhule, Palnadu District, Vadodara, Palakkad, Visakhapatnam, Dhenkanal, Kendujhar|0.60| |5|Ignite My Future|Tamil Nadu, Kerala, West Bengal, Puducherry, Karnataka, Maharashtra, Uttar Pradesh, Ladakh, Andhra Pradesh, Manipur, Rajasthan, Delhi, Jammu & Kashmir, Gujarat, Madhya Pradesh, Odisha, Jharkhand|Bankura, South 24 Parganas, Tumakuru, Ayodhya, Meerut, Raebareli, Sultanpur, Visakhapatnam, Palakkad, Virudhunagar, Bankura, North 24 Parganas, Virudhunagar|0.59| Note: - The amount mentioned above is for the entire program across all districts (not only the aspirational ones). # 3. a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized /vulnerable groups? (Yes/No) While procuring goods/services from MSME vendors, TCS treats MSME vendors at par with non MSME vendors. However, TCS follows more preferential payment norms for MSME vendors. b) From which marginalized /vulnerable groups do you procure? Please refer to the above answer c) What percentage of total procurement (by value) does it constitute? Please refer to answer for Q.4 in Principle 8, Essential indicators # 4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge: |Sr.No.|Intellectual Property based on traditional knowledge|Owned / Acquired|Benefit shared (Yes/No)|Basis of calculating Benefit share| |---|---|---|---|---| | | |Not Applicable| | | # 5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved. |Name of authority|Brief of the case|Corrective action taken| |---|---|---| | | |Not Applicable| # 6. Details of beneficiaries of CSR Projects: |Sr.No.|CSR Project|No. of persons benefited from CSR projects|% of beneficiaries from vulnerable and marginalized groups| |---|---|---|---| |1|Literacy as a Service (LaaS)|1,328,976|60%| |2|BridgeIT|319,547|77%| |3|Youth Employment Program|31,155|17%| |4|goIT|41,971|77%| |5|Ignite My Future|293,697|70%| # PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner # Essential Indicators # 1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback. TCS' customers are large enterprises, typically Fortune 1000 or Global 2000 corporations. They are provided with multiple mechanisms to report complaints or feedback. Each customer concern is addressed with utmost care at all levels. TCS teams acknowledge, analyze the incidents and develop an action plan to resolve it. The team engages with the customer, to validate the action plan and regularly updates customers about the progress of action taken. TCS has a structured approach to receive feedback from customers periodically. Such feedback is analyzed for improvements and action plans are implemented to ensure utmost customer satisfaction. For privacy specific complaints, they can also raise incidents with TCS' Data Protection or Privacy Officers."
+"The contact details of the data protection and privacy officers is available in TCS website at https://www.tcs.com/privacy-policy or as otherwise notified to the customers from time to time. # 2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about: Not Applicable 104 GRI 2-25 # 3. Number of consumer complaints in respect of the following: |Category| |FY 2022-23|Remarks| |FY 2021-22|Remarks| |---|---|---|---|---|---|---| |Data privacy|19|5|TCS treats Customers as consumers. These complaints pertain to accidental data sharing with unintended recipients|6|2|TCS treats Customers as consumers. These complaints pertain to accidental data sharing with unintended recipients| |Advertising|NA|NA|NA|NA|NA| | |Cyber-security|NIL|NIL|NIL|NIL|NIL| | |Delivery of essential services|NIL|NIL|NIL|NIL|NIL| | |Restrictive Trade Practices|NIL|NIL|NIL|NIL|NIL| | |Unfair Trade Practices|NIL|NIL|NIL|NIL|NIL| | # 4. Details of instances of product recalls on account of safety issues: Not applicable. # 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy. TCS has information security policy which covers for cybersecurity and is approved by top management. TCS has deployed cybersecurity framework which is aligned with NIST CSF. TCS' commitment to privacy is espoused in the company's Global Privacy Policy. This is accessible from TCS website. # 6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services. Please refer to the answer to Q.5 above. All the initiatives explained above has ensured that TCS did not have any incidents leading to regulatory issues / penalties. # Leadership Indicators # 1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available). www.tcs.com # 2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. Not applicable, as TCS does not have any products/services that can entail safety issues or a usage abuse. # 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services. Each customer relationship in TCS has a business continuity mechanism to handle any disruption of services/products and a suitable communication plan. # 4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No) Not Applicable # 5. Provide the following information relating to data breaches: a. Number of instances of data breaches along-with impact: As a data fiduciary, TCS has not had any data breach incidents in FY 2023. b. Percentage of data breaches involving personally identifiable information of customers: 0% 105 GRI 2-23 106 National Institute of Standards and Technology (NIST) CSF is Cybersecurity framework published by NIST (Standards Institute in USA) which enables organization to improve Cybersecurity for its critical infrastructure. # Consolidated Financial Statements # Independent Auditor's Report # To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as the ""Holding Company"") and its subsidiaries (Holding Company and its subsidiaries together referred to as ""the Group""), which comprise the consolidated balance sheet as at 31 March 2023, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ""the consolidated financial statements""). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (""Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2023, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended."
+"# Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. # Key Audit Matter(s) Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. |Revenue recognition- Fixed price contracts where revenue is recognized using percentage of completion method|See Note 5(a) and Note 12 to consolidated financial statements| |---|---| |The key audit matter|How the matter was addressed in our audit| |The Group inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Group's estimate of contract costs. We identified revenue recognition of fixed price contracts where the percentage of completion is used as a key audit matter since- there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems;|Our audit procedures included the following: Obtained an understanding of the systems, processes and controls implemented by the Group for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances.| | |Involvement of our Information technology ('IT') specialists, as required: Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised; Tested the IT controls over appropriateness of cost and revenue reports generated by the system;| # The key audit matter - Application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates in mainly identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; - These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Group; - At year-end, significant amount of work in progress (Contract assets), related to these contracts are recognised on the balance sheet. # Other Information File: AR_TCS_2022_2023.md The Holding Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual Report, but does not include the financial statements and auditor's reports thereon. The Holding Company's Annual Report is expected to be made available to us after the date of this auditor's report. Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. # Management's and Board of Directors' Responsibilities for the Consolidated Financial Statements The Holding Company's Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state. # How the matter was addressed in our audit - Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/ changes to costs incurred; - Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects."
+"On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including: - Evaluated the identification of performance obligations and the ascribed transaction price; - For testing the Group's computation of the estimation of contract costs and onerous obligations, if any. We: Of affairs, consolidated profit/ loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Management and Board of Directors of the Holding Company, as aforesaid. In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group are responsible for assessing. The ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of each company. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - If a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance of the Holding Company and such other companies included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion."
+"The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. # A. As required by Section 143(3) of the Act, we report, to the extent applicable, that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. 2. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements. have been kept so far as it appears from our examination of those books. c. The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act. e. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiaries which are incorporated in India, as on 31 March 2023, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act. f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". # B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2023 on the consolidated financial position of the Group. Refer income tax liabilities disclosed in the consolidated balance sheet along with Note 10(g) and Note 20 to the consolidated financial statements. b. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2023. c. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March 2023. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Subsidiary Companies incorporated in India during the year ended 31 March 2023. d."
+"(i) The management of the Holding Company represented that, to the best of their knowledge and belief, as disclosed in the Note 23 to the consolidated financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of its subsidiary companies incorporated in India to or in any other person(s) or entity(ies), including foreign entities (""Intermediaries""), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of its subsidiary companies incorporated in India (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (ii) The management of the Holding Company represented that, to the best of their knowledge and belief, as disclosed in the Note 23 to the consolidated financial statements, no funds have been received by the Holding Company or any of its subsidiary companies incorporated in India from any person(s) or entity(ies), including foreign entities (""Funding Parties""), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of its subsidiary companies incorporated in India shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as ,nte˥˳ated ƪnnXal 5e˱o˳t 2022-23 Consolidated Financial Statements | 186 provided under (i) and (ii) above, contain the Companies (Audit and Auditors) Rules, 2014 any material misstatement. is not applicable. e. The interim dividend declared and paid by the Holding Company during the year and until the date of this audit report is in accordance with Section 123 of the Act. The final dividend paid by the Holding Company and its subsidiary companies incorporated in India during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in Note 29 to the financial statements, the Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company is not in excess of the limit laid down under Section 197 of the Act. The subsidiary companies incorporated in India have not paid any remuneration to its directors during the year. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company or any of its subsidiary companies incorporated in India only with effect from 1 April 2023, reporting under Rule 11(g) of Amit Somani Partner Place : Mumbai Membership No: 060154 Date : 12 April 2023 ICAI UDIN:23060154BGXCZT4611 nte˥˳ated ƪnnXal 5e˱o˳t 2022-23 Consolidated Financial Statements | 187 # Annexure A to the Independent Auditor's Report on the Consolidated Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2023 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # (xxi) In our opinion and according to the information and explanations given to us, the Companies (Auditor's Report) Order, 2020 of the Holding Company did not include any unfavourable answers or qualifications or adverse remarks."
+"In respect of the following entities the CARO report relating to them has not been issued by its auditor till the date of principal auditor's report: |Name of the Subsidiaries|CIN| |---|---| |MP Online Limited|U72400MP2006PLC018777| |APT Online Limited|U75142TG2002PLC039671| |C-Edge Technologies Limited|U72900MH2006PLC159038| |Mahaonline Limited|U72900MH2010PLC206026| |TCS e-Serve International Limited|U72300MH2007PLC240002| For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place : Mumbai Membership No: 060154 Date : 12 April 2023 ICAI UDIN:23060154BGXCZT4611 # Annexure B to the Independent Auditor's Report on the Consolidated Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2023 # Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph 2A(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Opinion In conjunction with our audit of the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") as of and for the year ended 31 March 2023, we have audited the internal financial controls with reference to the financial statements of the Holding Company and such companies incorporated in India under the Companies Act, 2013, which are its subsidiary companies, as of that date. In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ""Guidance Note""). # Management's and Board of Directors' Responsibilities for Internal Financial Controls The respective Company's Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements based on the criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditor's Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements. # Meaning of Internal Financial Controls with Reference to Financial Statements A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles."
+"A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place : Mumbai Membership No: 060154 Date : 12 April 2023 ICAI UDIN:23060154BGXCZT4611 Consolidated Financial Statements 2022-23 | 189 # Consolidated Balance Sheet |Note|As at March 31, 2023|As at March 31, 2022| | |---|---|---|---| |ASSETS| | | | |Non-current assets| | | | |Property, plant and equipment|10(a) 10,230| |10,774| |Capital work-in-progress|10(a) 1,234| |1,205| |Right-of-use assets|9 7,560| |7,636| |Goodwill|10(b) 1,858| |1,787| |Other intangible assets|10(c) 867| |1,101| |Financial assets| | | | |Investments|8(a) 266| |223| |Trade receivables|Billed 8(b) 149| |145| |Unbilled| |199|55| |Loans|8(e) 173| |311| |Other financial assets|8(f) 2,149| |2,253| |Income tax assets (net)| |2,583|1,983| |Deferred tax assets (net)|17 3,307| |3,708| |Other assets|10(d) 2,806| |2,023| |Total non-current assets| |33,381|33,204| |Current assets| | | | |Inventories|10(e) 28| |20| |Financial assets| | | | |Investments|8(a) 36,897| |30,262| |Trade receivables|Billed 8(b) 41,049| |34,074| |Unbilled| |8,905|7,736| |Cash and cash equivalents|8(c) 7,123| |12,488| |Other balances with banks|8(d) 3,909| |5,733| |Loans|8(e) 1,325| |6,445| |Other financial assets|8(f) 1,319| |1,390| |Income tax assets (net)| |8|11| |Other assets|10(d) 9,707| |10,151| |Total current assets| |1,10,270|1,08,310| |TOTAL ASSETS| |1,43,651|1,41,514| |EQUITY AND LIABILITIES| | | | |Equity| | | | |Share capital|8(k) 366|366| | |Other equity| |90,058|88,773| |Equity attributable to shareholders of the Company| |90,424|89,139| |Non-controlling interests| |782|707| |Total equity| |91,206|89,846| |Liabilities| | | | |Non-current liabilities| | | | |Financial liabilities| | | | |Lease liabilities| |6,203|6,368| |Other financial liabilities|8(g) 353| |572| |Employee benefit obligations|13 536| |677| |Deferred tax liabilities (net)|17 792| |590| |Unearned and deferred revenue| |1,003|1,110| |Total non-current liabilities| |8,887|9,317| |Current liabilities| | | | |Financial liabilities| | | | |Lease liabilities| |1,485|1,450| |Trade payables| |10,515|8,045| |Other financial liabilities|8(g) 9,068| |7,687| |Unearned and deferred revenue| |3,843|3,635| |Other liabilities|10(f) 4,892| |8,392| |Provisions|10(g) 345| |1,411| |Employee benefit obligations|13 4,065| |3,810| |Income tax liabilities (net)| |9,345|7,921| |Total current liabilities| |43,558|42,351| |TOTAL EQUITY AND LIABILITIES| |1,43,651|1,41,514| # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 12, 2023 Mumbai, April 12, 2023 Consolidated Financial Statements 2022-23 | 190 # Consolidated Statement of Profit and Loss |(` crore)|Note|Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---|---| |Revenue from operations|12|2,25,458|1,91,754| |Other income|13|3,449|4,018| |TOTAL INCOME| |2,28,907|1,95,772| |Expenses| | | | |Employee benefit expenses|14|127,522|107,554| |Cost of equipment and software licences|15(a)|1,881|1,163| |Finance costs|16|779|784| |Depreciation and amortisation expense| |5,022|4,604| |Other expenses|15(b)|36,796|29,980| |TOTAL EXPENSES| |1,72,000|1,44,085| |PROFIT BEFORE TAX| |56,907|51,687| |Tax expense| | | | |Current tax|17|14,757|13,654| |Deferred tax|17|(153)|(416)| |TOTAL TAX EXPENSE| |14,604|13,238| |PROFIT FOR THE YEAR| |42,303|38,449| |OTHER COMPREHENSIVE INCOME (OCI)| | | | |Items that will not be reclassified subsequently to profit or loss| | | | |Remeasurement of defined employee benefit plans| |350|261| |Net change in fair values of investments in equity shares carried at fair value through OCI| |(2)|(4)| |Income tax on items that will not be reclassified subsequently to profit or loss| |(75)|19| |Items that will be reclassified subsequently to profit or loss| | | | |Net change in fair values of investments other than equity shares carried at fair value through OCI| |(679)|(516)| |Net change in intrinsic value of derivatives designated as cash flow hedges| |(25)|(37)| |Net change in time value of derivatives designated as cash flow hedges| |32|(34)| |Exchange differences on translation of financial statements of foreign operations| |655|20| |Income tax on items that will be reclassified subsequently to profit or loss| |236|196| File: AR_TCS_2022_2023.md |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)| |492|(95)| |TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |42,795|38,354| |Profit for the year attributable to:| | | | |Shareholders of the Company| |42,147|38,327| |Non-controlling interests| |156|122| | | |42,303|38,449| |Other comprehensive income for the year attributable to:| | | | |Shareholders of the Company| |493|(63)| |Non-controlling interests| |(1)|(32)| | | |492|(95)| |Total comprehensive income for the year attributable to:| | | | |Shareholders of the Company| |42,640|38,264| |Non-controlling interests| |155|90| | | |42,795|38,354| |Earnings per equity share:- Basic and diluted (`)|18|115.19|103.62| |Weighted average number of equity shares| |365,90,51,373|369,88,32,195| # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2023 For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2023 Consolidated Financial Statements 2022-23 | 191 # Consolidated Statement of Changes in Equity # A. EQUITY SHARE CAPITAL (` crore) |Balance as at|Changes in equity share capital|Restated balance as at|Changes in equity share capital|Balance as at| |---|---|---|---|---| |April 1, 2022|due to prior period errors|366|-|366| |April 1, 2021|due to prior period errors|370|-|366| | |during the year|*| |March 31, 2022| *Refer Note 8(m). # B. OTHER EQUITY (` crore) |Reserves and surplus|Items of other comprehensive income|Equity|Non-controlling interests|Total| |---|---|---|---|---| |Capital|Capital|General|Special|Retained earnings| |Statutory|Investment|Cash flow hedging reserve|Foreign currency translation reserve|Economic Zone re-investment reserve| |Intrinsic value reserve| | | | | |Balance as at April 1, 2022|75|440|-|7,287| | |78,158|162|488|27| | |(53)|2,189|88,773|707| | |89,480| | | | |Profit for the year|-|-|-|42,147| |Other comprehensive income / (losses)|-|-|-|275| | |-|(447)|(19)|25| | |659|493|(1)|492| |Total comprehensive income|-|-|-|42,640| |Dividend|-|-|-|(41,347)| |Purchase of non-controlling interests|-|-|-|(8)| |Transfer to Special Economic Zone|-|-|8,380|(8,380)| |Transfer from Special Economic Zone|-|-|(3,858)|3,858| |Transfer to reserves|-|-|-|19| |Balance as at March 31, 2023|75|440|-|11,809| | |74,722|143|41|8| | |(28)|2,848|90,058|782| | |90,840| | | | |Balance as at April 1, 2021|75|436|27|2,538| | |79,586|407|828|56| | |(27)|2,137|86,063|675| |Profit for the year|-|-|-|38,327| |Other comprehensive income / (losses)|-|-|-|280| | |-|(340)|(29)|(26)| | |52|(63)|(32)|(95)| |Total comprehensive income|-|-|-|38,264| |Dividend|-|-|-|(13,317)| |Expenses for buy-back of equity shares|-|-|-|(49)| |Tax on liability towards buy-back of equity shares|-|-|-|(4,192)| |Buy-back of equity shares|4|-|(18,000)|-| | |-|-|-|(17,996)| |Transfer to Special Economic Zone|-|-|9,407|(9,407)| |Transfer from Special Economic Zone|-|-|(4,658)|4,658| |Transfer to reserves|-|(27)|-|272| | |(245)|-|-|-| |Balance as at March 31, 2022|75|440|-|7,287| | |78,158|162|488|27| | |(53)|2,189|88,773|707| | |89,480| | | | Gain of `275 crore and `280 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2023 and 2022, respectively. Total equity (primarily retained earnings) includes `1,601 crore and `1,759 crore as at March 31, 2023 and 2022, respectively, pertaining to trusts and TCS Foundation held for specified purposes."
+"# Nature and purpose of reserves # (a) Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (c) General reserve The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss. # (d) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (e) Retained earnings This reserve represents undistributed accumulated earnings of the Group as on the balance sheet date. # (f) Statutory reserve Statutory reserves are created to adhere to requirements of applicable laws and will be utilised in accordance with the said laws. # (g) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (h) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # (i) Foreign currency translation reserve The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2023 For and on behalf of the Board Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Samir Seksaria Pradeep Manohar Gaitonde CFO Company Secretary Mumbai, April 12, 2023 ,nte˥˳ated ƪnnXal 5e˱o˳t 2022-23 Consolidated Financial Statements 2022-23 | 193 # Consolidated Statement of Cash Flows | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|42,303|38,449| |Adjustments for:| | | |Depreciation and amortisation expense|5,022|4,604| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|140|135| |Tax expense|14,604|13,238| |Net (gain) / loss on lease modification|2|(7)| |Net loss on sub-lease|-|9| |Unrealised foreign exchange gain|(189)|(120)| |Net gain on disposal of property, plant and equipment|(26)|(23)| |Net gain on disposal / fair valuation of investments|(224)|(198)| |Interest income|(3,248)|(2,663)| |Dividend income|(15)|(4)| |Finance costs|779|784| |Operating profit before working capital changes|59,148|54,204| |Net change in| | | |Inventories|(8)|(12)| |Trade receivables| | | |Billed|(6,501)|(4,210)| |Unbilled|(1,182)|(934)| |Loans and other financial assets|261|(116)| |Other assets|(25)|807| |Trade payables|2,036|186| |Unearned and deferred revenue|39|(103)| |Other financial liabilities|1,417|1,153| |Other liabilities and provisions|(254)|460| |Cash generated from operations|54,931|51,435| |Taxes paid (net of refunds)|(12,966)|(11,486)| |Net cash generated from operating activities|41,965|39,949| |CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(4,548)|(15,947)| |Inter-corporate deposits placed|(8,293)|(14,619)| |Purchase of investments#|(1,29,745)|(75,374)| |Payment for purchase of property, plant and equipment|(2,532)|(2,483)| |Payment including advances for acquiring right-of-use assets|(213)|(15)| |Payment for purchase of intangible assets|(355)|(497)| |Proceeds from bank deposits|6,252|11,950| |Proceeds from inter-corporate deposits|13,654|19,498| |Proceeds from disposal / redemption of investments#|1,22,687|73,852| |Proceeds from sub-lease receivable|2|3| # Consolidated Statement of Cash Flows | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Proceeds from disposal of property, plant and equipment|37|31| |Interest received|3,080|2,700| |Dividend received|13|4| |Net cash generated from / (used in) investing activities|39|(897)| # CASH FLOWS FROM FINANCING ACTIVITIES |Repayment of lease liabilities|(1,515)|(1,417)| |---|---|---| |Interest paid|(779)|(698)| |Dividend paid|(41,347)|(13,317)| |Dividend paid to non-controlling interests|(63)|(58)| |Transfer of funds to buy-back escrow account|-|(180)| |Transfer of funds from buy-back escrow account|18|162| |Expenses for buy-back of equity shares|-|(49)| |Tax on buy-back of equity shares|(4,192)|-| |Buy-back of equity shares|-|(18,000)| |Advance towards purchase of non-controlling interests|-|(24)| |Net cash used in financing activities|(47,878)|(33,581)| |Net change in cash and cash equivalents|(5,874)|5,471| |---|---|---| |Cash and cash equivalents at the beginning of the year|12,488|6,858| |Exchange difference on translation of foreign currency cash and cash equivalents|509|159| |Cash and cash equivalents at the end of the year|7,123|12,488| # Components of cash and cash equivalents |Balances with banks| | | |---|---|---| |In current accounts|2,114|2,211| |In deposit accounts|4,999|10,277| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|10|-*| | |7,123|12,488| *Represents values less than `0.50 crore. #Purchase of investments include `165 crore and `17 crore for the years ended March 31, 2023 and 2022, respectively, and proceeds from disposal / redemption of investments include `161 crore and `87 crore for the years ended March 31, 2023 and 2022, respectively, held by trusts and TCS Foundation held for specified purposes. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2023 For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2023 # Notes forming part of Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively together with employee welfare trusts referred to as ""the Group"") provide IT services, consulting and business solutions and have been partnering with many of the world's largest businesses in their transformation journeys. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai- 400001. As at March 31, 2023, Tata Sons Private Limited, the holding company owned 72.27% of the Company's equity share capital. The Board of Directors approved the consolidated financial statements for the year ended March 31, 2023 and authorised for issue on April 12, 2023."
+"# 2) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standard (referred to as ""Ind AS"") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows has been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The significant accounting policies used in preparation of the consolidated financial statements have been discussed in the respective notes. # 4) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases. The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate. The financial statements of the Group companies are consolidated on a line-by-line basis and all inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average. # Notes forming part of Consolidated Financial Statements Exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. When a foreign operation is disposed off in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI is reclassified to statement of profit and loss as part of the gain or loss on disposal."
+"# 5) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of consolidated financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Group uses the following critical accounting estimates in preparation of its consolidated financial statements: - (a) Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Group uses judgement to estimate the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation. - (b) Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. - (c) Impairment of goodwill The Group estimates the value-in-use of the cash generating units (CGUs) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used for the CGUs represent the weighted average cost of capital based on the historical market returns of comparable companies. - (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. - (e) Provision for income tax and deferred tax assets The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. - (f) Provisions and contingent liabilities The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Group uses significant judgements to assess contingent liabilities. Contingent liabilities are recognised when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the consolidated financial statements. - (g) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Group to use assumptions. These assumptions have been explained under employee benefits note. - (h) Leases The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease."
+"# Notes forming part of Consolidated Financial Statements If the Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # 6) Recent pronouncements Ministry of Corporate Affairs (""MCA"") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below: # Ind AS 1 - Presentation of Financial Statements The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Group does not expect this amendment to have any significant impact in its financial statements. # Ind AS 12 - Income Taxes The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group is evaluating the impact, if any, in its financial statements. # Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are ""monetary amounts in financial statements that are subject to measurement uncertainty"". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect this amendment to have any significant impact in its financial statements. # 7) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the consolidated statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity. # 8) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value, except for trade receivables which are initially measured at transaction price."
+"Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. # Notes forming part of Consolidated Financial Statements # Cash and cash equivalents The Group considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost File: AR_TCS_2022_2023.md Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. subsidiaries which are approved by their respective Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company and its subsidiaries. The hedge instruments are designated and documented as hedges at the inception of the contract. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. # The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue cost. # Derivative accounting # Instruments in hedging relationship The Group designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Group uses hedging instruments that are governed by the policies of the Company and its subsidiaries. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the intrinsic value and time value of an option is recognised in the other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss."
+"Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Group enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured. Consolidated Financial Statements 2022-23 | 199 # Notes forming part of Consolidated Financial Statements through a loss allowance. The Group recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # (a) Investments Investments consist of the following: # Investments - Non-current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Investments designated at fair value through OCI| | | |Fully paid equity shares (unquoted)| | | |Mozido LLC|82|76| |FCM LLC|62|57| |Taj Air Limited|19|19| |Philippine Dealing System Holdings Corporation|7|7| |Less: Impairment in value of investments|(134)|(123)| |Investments carried at amortised cost| | | |Government bonds and securities (quoted)|188|187| |Corporate bonds (quoted)|42|-| | |266|223| Investments - Non-current includes `229 crore and `187 crore as at March 31, 2023 and 2022, respectively, pertaining to trusts held for specified purposes. # Investments - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|2,296|1,874| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|26,128|25,667| |Corporate bonds (quoted)|3,110|1,242| |Investments carried at amortised cost| | | |Corporate bonds (quoted)|10|10| |Certificate of deposits (quoted)|2,955|99| |Commercial papers (quoted)|2,398|381| |Treasury bills (quoted)|-|989| | |36,897|30,262| Investments - Current includes `68 crore and `100 crore as at March 31, 2023 and 2022, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Government bonds and securities includes bonds pledged with bank for credit facility and with manager to the buy-back amounting to `1,650 crore and `3,560 crore as at March 31, 2023 and 2022, respectively."
+"# Notes forming part of Consolidated Financial Statements # Aggregate value of quoted and unquoted investments is as follows: |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Aggregate value of quoted investments|37,127|30,449| |Aggregate value of unquoted investments (net of impairment)|36|36| |Aggregate market value of quoted investments|37,121|30,455| |Aggregate value of impairment of investments|134|123| # Market value of quoted investments carried at amortised cost is as follows: |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Government bonds and securities|186|192| |Corporate bonds|50|10| |Certificate of deposits|2,951|99| |Commercial papers|2,400|381| |Treasury bills|-|990| # Equity instruments designated at fair value through OCI are as follows: |In Numbers|Currency|Face value per share|Equity instruments designated at fair value through OCI|As at March 31, 2023|As at March 31, 2022| |---|---|---|---|---|---| |1,00,00,000|USD|1|Mozido LLC|82|76| |15|USD|5,00,000|FCM LLC|62|57| |1,90,00,000|INR|10|Taj Air Limited|19|19| |5,00,000|PHP|100|Philippine Dealing System Holdings Corporation|7|7| |Less: Impairment in value of investments|Less: Impairment in value of investments|Less: Impairment in value of investments| |(134)|(123)| | | | |Total|36|36| # The movement in fair value of investments carried / designated at fair value through OCI is as follows: |(` crore)|Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|488|828| |Net loss arising on revaluation of financial assets carried at fair value|(2)|(4)| |Net loss arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(676)|(516)| |Deferred tax relating to net loss arising on revaluation of investments other than equities carried at fair value through other comprehensive income|233|180| |Net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|(3)|-| |Deferred tax relating to net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|1|-| |Balance at the end of the year|41|488| # Notes forming part of Consolidated Financial Statements # (b) Trade receivables - Billed Trade receivables- Billed (unsecured) consist of the following: # Trade receivables - Billed - Non-current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Trade receivables- Billed|824|1,013| |Less: Allowance for doubtful trade receivables- Billed|(675)|(868)| |Considered good|149|145| # Ageing for trade receivables - non-current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment|Total| | | | | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|-|-|-|71|83|638|792| | |Disputed trade receivables - considered good|-|-|-|-|8|24|32| | | |-|-|-|71|91|662|824| |Less: Allowance for doubtful trade receivables - Billed| | | | | | | |(675)| | | | | | | | | |149| |Trade receivables - Unbilled| | | | | | | |199| | | | | | | | | |348| # Ageing for trade receivables - non-current outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | | | |Total| |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|-|-|12|123|247|615|997| | |Disputed trade receivables - considered good|-|-|-|-|-|16|16| | | |-|-|12|123|247|631|1013| |Less: Allowance for doubtful trade receivables- Billed| | | | | | | |(868)| | | | | | | | | |145| |Trade receivables - Unbilled| | | | | | | |55| | | | | | | | | |200| # Notes forming part of Consolidated Financial Statements # Trade receivables - Billed - Current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Trade receivables- Billed|41,244|34,253| |Less: Allowance for doubtful trade receivables- Billed|(297)|(219)| |Considered good|40,947|34,034| |Trade receivables- Billed|343|286| |Less: Allowance for doubtful trade receivables- Billed|(241)|(246)| |Credit impaired|102|40| | |41,049|34,074| # Ageing for trade receivables - current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | |Total| | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|36,529|3,360|889|119|53|256|41,206| | |Undisputed trade receivables - credit impaired|65|42|2|24|36|170|339| | |Disputed trade receivables - considered good|-|-|12|1|-|25|38| | |Disputed trade receivables - credit impaired|-|-|-|-|1|3|4| | | |36,594|3,402|903|144|90|454|41,587| |Less: Allowance for doubtful trade receivables- Billed| | | | | | | |(538)| | | | | | | | |"
+"|41,049| |Trade receivables - Unbilled| | | | | | | |8,905| | | | | | | | | |49,954| # Ageing for trade receivables - current outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | |Total| | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|30,102|2,601|582|585|154|205|34,229| | |Undisputed trade receivables - credit impaired|2|3|7|81|25|152|270| | |Disputed trade receivables - considered good|-|-|-|-|-|24|24| | |Disputed trade receivables - credit impaired|-|-|-|9|-|7|16| | | |30,104|2,604|589|675|179|388|34,539| |Less: Allowance for doubtful trade receivables- Billed| | | | | | | |(465)| | | | | | | | | |34,074| |Trade receivables - Unbilled| | | | | | | |7,736| | | | | | | | | |41,810| # Notes forming part of Consolidated Financial Statements # (c) Cash and cash equivalents Cash and cash equivalents consist of the following: |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Balances with banks| | | |In current accounts|2,114|2,211| |In deposit accounts|4,999|10,277| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|10|-*| |Total|7,123|12,488| *Represents value less than `0.50 crore. Balances with banks in current accounts include `8 crore and `32 crore as at March 31, 2023 and 2022, respectively, pertaining to trusts held for specified purposes. # (d) Other balances with banks Other balances with banks consist of the following: |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Earmarked balances with banks|685|226| |Short-term bank deposits|3,224|5,507| |Total|3,909|5,733| Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money for derivative contracts, unclaimed dividends and liquidity backstop as a part of regulatory requirements. # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Considered good| | | |Inter-corporate deposits|170|303| |Loans and advances to employees|3|8| |Total|173|311| # Loans - Current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Considered good| | | |Inter-corporate deposits|846|6,074| |Loans and advances to employees|479|371| |Credit impaired| | | |Loans and advances to employees|32|23| |Less: Allowance on loans and advances to employees|(32)|(23)| |Total|1,325|6,445| Inter-corporate deposits yield fixed interest rate and are placed with financial institutions, who are authorized to accept and use such inter-corporate deposits as per regulations applicable to them. Inter-corporate deposits include `932 crore and `978 crore as at March 31, 2023 and 2022, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Notes forming part of Consolidated Financial Statements # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Security deposits|614|825| |Earmarked balances with banks|192|183| |Long-term bank deposits|1,334|1,232| |Interest receivable|2|-| |Others|7|13| |Total|2,149|2,253| # Other financial assets - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Security deposits|378|178| |Fair value of foreign exchange derivative assets|191|388| |Interest receivable|720|648| |Others|30|176| |Total|1,319|1,390| Interest receivable includes `66 crore and `34 crore as at March 31, 2023 and 2022, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # (g) Trade Payables Ageing for trade payables outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment|Total| | | | |---|---|---|---|---|---|---| | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade payables Others|1,776|1,903|-|9|42|3,730| |Disputed dues- Others|-|-|-|-|29|29| |Total|1,776|1,903|-|9|71|3,759| Accrued expenses 6,756 10,515 Ageing for trade payables outstanding as at March 31, 2022 is as follows: |Particulars| |Not due|Outstanding for following periods from due date of payment| |Total| | | |---|---|---|---|---|---|---|---| | |Less than 1 year| | |1 - 2 years|2 - 3 years|More than 3 years| | |Trade payables Others| |1,187|778|22|8|52|2,047| |Disputed dues- Others|-|-|-|-|32|32| | |Total|1,187|778|22|8|84|2,079| | Accrued expenses 5,966 8,045 # Notes forming part of Consolidated Financial Statements # (h) Other financial liabilities Other financial liabilities consist of the following: # Other financial liabilities - Non-current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Capital creditors|120|339| |Others|233|233| | |353|572| Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2023 and 2022, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by tax authorities, is payable to the seller."
+"# Other financial liabilities - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Accrued payroll|6,847|5,572| |Unclaimed dividends|51|46| |Fair value of foreign exchange derivative liabilities|141|128| |Capital creditors|731|771| |Liabilities towards customer contracts|1,137|1,034| |Others|161|136| | |9,068|7,687| # (i) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2023 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|7,123|7,123| |Bank deposits|-|-|-|-|4,558|4,558| |Earmarked balances with banks|-|-|-|-|877|877| |Investments|2,296|29,274|-|-|5,593|37,163| |Trade receivables|Billed|-|-|-|41,198|41,198| |Unbilled|-|-|-|-|9,104|9,104| |Loans|-|-|-|-|1,498|1,498| |Other financial assets|-|-|37|154|1,751|1,942| | |2,296|29,274|37|154|71,702|1,03,463| # Financial liabilities | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables|-|-|-|-|10,515|10,515| |Lease liabilities|-|-|-|-|7,688|7,688| |Other financial liabilities|-|-|-|141|9,280|9,421| | |-|-|-|141|27,483|27,624| Loans include inter-corporate deposits of `1,016 crore, with original maturity period within 24 months. # Notes forming part of Consolidated Financial Statements The carrying value of financial instruments by categories as at March 31, 2022 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|12,488|12,488| |Bank deposits|-|-|-|-|6,739|6,739| |Earmarked balances with banks|-|-|-|-|409|409| |Investments|1,874|26,945|-|-|1,666|30,485| |Trade receivables|Billed|-|-|-|34,219|34,219| |Unbilled|-|-|-|-|7,791|7,791| |Loans|-|-|-|-|6,756|6,756| |Other financial assets|-|-|124|264|1,840|2,228| | |1,874|26,945|124|264|71,908|1,01,115| |Financial liabilities|Trade payables|-|-|-|8,045|8,045| |Lease liabilities|-|-|-|-|7,818|7,818| |Other financial liabilities|-|-|22|106|8,131|8,259| | |-|-|22|106|23,994|24,122| Loans include inter-corporate deposits of `6,377 crore, with original maturity period within 36 months. Carrying amounts of cash and cash equivalents, trade receivables, loans and trade payables as at March 31, 2023 and 2022, approximate the fair value due to their nature. Carrying amounts of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities which are subsequently measured at amortised cost also approximate the fair value due to their nature in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `5,587 crore and `1,672 crore as at March 31, 2023 and 2022, respectively. # (j) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Notes forming part of Consolidated Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): |As at March 31, 2023| | | | | | |---|---|---|---|---|---| |Financial assets|Level 1|Level 2|Level 3| |Total| |Mutual fund units|2,296|-|-|2,296| | |Equity shares| |-|-|36|36| |Government bonds and securities|26,314|-|-|26,314| | |Corporate bonds|3,160|-|-|3,160| | |Certificate of deposits|2,951|-|-|2,951| | |Commercial papers|2,400|-|-|2,400| | |Fair value of foreign exchange derivative assets| |-|191|-|191| |Total|37,121|191| |36|37,348| |As at March 31, 2022| | | | | | |---|---|---|---|---|---| |Financial assets|Level 1|Level 2|Level 3| |Total| |Mutual fund units|1,874|-|-|1,874| | |Equity shares|-|-| |36|36| |Government bonds and securities|25,859|-|-|25,859| | |Corporate bonds|1,252|-|-|1,252| | |Certificate of deposits|99|-|-|99| | |Commercial papers|381|-|-|381| | |Treasury bills|990|-|-|990| | |Fair value of foreign exchange derivative assets|-|388|-|388| | |Total|30,455|388| |36|30,879| # Reconciliation of Level 3 fair value measurement of financial assets is as follows: |Year ended|Year ended|March 31, 2023|March 31, 2022| | |---|---|---|---| |Balance at the beginning of the year| |36|93| |Impairment in value of investments| |(2)|(4)| |Other adjustments during the year| |-|(55)| |Translation exchange difference| |2|2| |Balance at the end of the year| |36|36| # (k) Derivative financial instruments and hedging activity The Group's revenue is denominated in various foreign currencies."
+"Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Board of Directors has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Group which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Group uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. # Notes forming part of Consolidated Financial Statements The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|As at March 31, 2023|As at March 31, 2023|As at March 31, 2023|As at March 31, 2022|As at March 31, 2022|As at March 31, 2022| |---|---|---| | |No. of contracts|Notional amount (` crore)|Fair value (` crore)|No. of contracts|Notional amount (` crore)|Fair value (` crore)| |US Dollar|8|225|13|63|1,635|44| |Great Britain Pound|22|200|14|41|338|55| |Euro|22|203|10|53|382|25| |Australian Dollar|-|-|-|30|202|(21)| |Canadian Dollar|-|-|-|25|137|(1)| *Represents value less than `0.50 crore. The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2022|Year ended March 31, 2022| |---|---|---| | |Intrinsic value|Time value|Intrinsic value|Time value| |Balance at the beginning of the year|27|(53)|56|(27)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(376)|488|(636)|525| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|90|(144)|139|(122)| |Change in the fair value of effective portion of cash flow hedges|351|(456)|599|(559)| |Deferred tax on change in the fair value of effective portion of cash flow hedges|(84)|137|(131)|130| |Balance at the end of the year|8|(28)|27|(53)| The Group has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2023 and 2022, the notional amount of outstanding contracts aggregated to `47,500 crore and `46,392 crore, respectively, and the respective fair value of these contracts have a net gain of `13 crore and `158 crore. Exchange loss of `1,162 crore and gain of `645 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the consolidated statement of profit and loss for the years ended March 31, 2023 and 2022, respectively. Net foreign exchange gain / (loss) include loss of `112 crore and gain of `111 crore transferred from cash flow hedging reserve for the years ended March 31, 2023 and 2022, respectively. Net loss on derivative instruments of `20 crore recognised in cash flow hedging reserve as at March 31, 2023, is expected to be transferred to the statement of profit and loss by March 31, 2024. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2023. Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |10% Appreciation of the underlying foreign currencies|-|(387)| |10% Depreciation of the underlying foreign currencies|544|2,034| # Notes forming part of Consolidated Financial Statements # (l) Financial risk management The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. # Market risk File: AR_TCS_2022_2023.md Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk."
+"# * Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the consolidated statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 8(k). # The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2023: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|3,869|262|90|2,136| |Net financial liabilities|(11,021)|(657)|(1,536)|(270)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `713 crore for the year ended March 31, 2023. # The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2022: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,900|165|84|1,234| |Net financial liabilities|(8,589)|(437)|(1,290)|(421)| # Notes forming part of Consolidated Financial Statements 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `635 crore for the year ended March 31, 2022. # Interest rate risk The Group's investments are primarily in fixed rate interest bearing investments. Hence, the Group is not significantly exposed to interest rate risk. # Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `1,016 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of `4,273 crore held with three banks having high credit rating which are individually in excess of 10% or more of the Group's total bank deposits as at March 31, 2023. None of the other financial instruments of the Group result in material concentration of credit risk. # Exposure to credit risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `1,09,258 crore and `1,05,498 crore as at March 31, 2023 and 2022, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables, loan, contract assets and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables and contract assets as at March 31, 2023 and 2022."
+"# Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances) and contract assets is as follows: | |As at March 31, 2023|As at March 31, 2023|As at March 31, 2022|As at March 31, 2022| |---|---|---| |Geographic Area|Gross%|Net%|Gross%|Net%| |United States of America|43.65|44.31|43.79|44.69| |India|15.45|14.06|15.51|13.83| |United Kingdom|16.05|16.37|16.47|16.86| Geographical concentration of trade receivables (gross and net of allowances) and contract assets is allocated based on the location of the customers. The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2023 and 2022, was `126 crore and `123 crore respectively. The reconciliation of allowance for doubtful trade receivables is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|1,333|1,289| |Change during the year|126|123| |Bad debts written off|(253)|(83)| |Translation exchange difference|7|4| |Balance at the end of the year|1,213|1,333| # Notes forming part of Consolidated Financial Statements # Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. # Contractual maturities of significant financial liabilities as at: # March 31, 2023 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|10,515|-|-|-|10,515| |Lease liabilities|1,969|1,771|3,185|2,836|9,761| |Other financial liabilities|8,948|51|302|9|9,310| | |21,432|1,822|3,487|2,845|29,586| |Derivative financial liabilities|141|-|-|-|141| | |21,573|1,822|3,487|2,845|29,727| # March 31, 2022 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|8,045|-|-|-|8,045| |Lease liabilities|1,850|1,618|3,201|3,150|9,819| |Other financial liabilities|7,582|343|231|5|8,161| | |17,477|1,961|3,432|3,155|26,025| |Derivative financial liabilities|128|-|-|-|128| | |17,605|1,961|3,432|3,155|26,153| # (m) Equity instruments The authorised, issued, subscribed and fully paid up share capital consist of the following: # As at March 31, 2023 # As at March 31, 2022 | |March 31, 2023|March 31, 2022| |---|---|---| |Authorised|460,05,00,000 equity shares of `1 each|460| | |(March 31, 2022: 460,05,00,000 equity shares of `1 each)|460| | |105,02,50,000 preference shares of `1 each|105| | |(March 31, 2022: 105,02,50,000 preference shares of `1 each)|105| | |565|565| |Issued, Subscribed and Fully paid up|365,90,51,373 equity shares of `1 each|366| | |(March 31, 2022: 365,90,51,373 equity shares of `1 each)|366| The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. # Notes forming part of Consolidated Financial Statements The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share in the previous year. The equity shares bought back were extinguished on March 29, 2022. # I. Reconciliation of number of shares | | |As at March 31, 2023| |As at March 31, 2022| | | |---|---|---|---|---|---|---| |Equity shares|Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | | |Opening balance|365,90,51,373| |366|369,90,51,373| |370| |Shares extinguished on buy-back|-|-| |(4,00,00,000)| |(4)| |Closing balance|365,90,51,373| |366|365,90,51,373|366| | # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III."
+"Shares held by Holding company, its Subsidiaries and Associates | | |As at March 31, 2023| |As at March 31, 2022| | |---|---|---|---|---|---| |Equity shares|Holding company|264,43,17,117 equity shares (March 31, 2022: 264,43,17,117 equity shares) are held by Tata Sons Private Limited|264| | | |Subsidiaries and Associates of Holding company|7,220 equity shares (March 31, 2022: 7,220 equity shares) are held by Tata Industries Limited*|-| | | | | |10,14,172 equity shares (March 31, 2022: 10,14,172 equity shares) are held by Tata Investment Corporation Limited*|-| | | | | |46,798 equity shares (March 31, 2022: 46,798 equity shares) are held by Tata Steel Limited*|-| | | | | |766 equity shares (March 31, 2022: 766 equity shares) are held by The Tata Power Company Limited*|-| | | | | | |264| | | | *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2023| |As at March 31, 2022| |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|264,43,17,117|264,43,17,117| | |% of shareholding|72.27%|72.27%| # Notes forming part of Consolidated Financial Statements # V. Equity shares movement during 5 years preceding March 31, 2023 - Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in the quarter ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. - Equity shares extinguished on buy-back The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share. The equity shares bought back were extinguished on March 29, 2022. The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. # VI. Disclosure of Shareholding of Promoters Disclosure of shareholding of promoters as at March 31, 2023 is as follows: |Promoter name|Shares held by promoters|% Change during the year| |---|---|---| |Tata Sons Private Limited|<br/>No. of shares|% of total shares| |2,64,43,17,117|72.27%| - Total |No. of shares|% of total shares| |---|---| |2,64,43,17,117|72.27%| - Disclosure of shareholding of promoters as at March 31, 2022 is as follows: |Promoter name|Shares held by promoters|% Change during the year| |---|---|---| |Tata Sons Private Limited|<br/>No. of shares|% of total shares| |2,64,43,17,117|72.27%| 0.11% Total |No. of shares|% of total shares| |---|---| |2,66,91,25,829|72.16%| 0.11% # 9) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease # Notes forming part of Consolidated Financial Statements Incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment."
+"Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. For leases with reasonably similar characteristics, the Group, on a lease-by-lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Group recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the re-measurement in statement of profit and loss. The Group has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Group as a lessor At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Group is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Group applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract. # The details of the right-of-use assets held by the Group is as follows: | |Additions for the year ended March 31, 2023|Net carrying amount as at March 31, 2023| |---|---|---| |Leasehold land|179|940| |Buildings|1,236|6,330| |Leasehold improvements|14|30| |Computer equipment|73|125| |Software licences|-|96| |Vehicles|17|34| |Office equipment|1|5| |Total|1,520|7,560| # Notes forming part of Consolidated Financial Statements |Particulars|Additions for the year ended March 31, 2022 (` crore)|Net carrying amount as at March 31, 2022 (` crore)| |---|---|---| |Leasehold land|100|774| |Buildings|1,357|6,586| |Leasehold improvements|-|23| |Computer equipment|4|81| |Software licences|145|133| |Vehicles|16|32| |Office equipment|2|7| |Total|1,624|7,636| # Depreciation on right-of-use assets is as follows: |Particulars|Year ended March 31, 2023 (` crore)|Year ended March 31, 2022 (` crore)| |---|---|---| |Leasehold land|10|9| |Buildings|1,530|1,465| |Leasehold improvements|6|6| |Computer equipment|32|23| |Software licences|37|38| |Vehicles|16|16| |Office equipment|3|3| |Total|1,634|1,560| Interest on lease liabilities is `492 crore and `519 crore for the years ended March 31, 2023 and 2022, respectively. The Group incurred `318 crore and `277 crore for the years ended March 31, 2023 and 2022, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `2,538 crore and `2,228 crore for the years ended March 31, 2023 and 2022, respectively, including cash outflow for short term and low value leases."
+"The Group has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods is `786 crore and `773 crore as at March 31, 2023 and 2022, respectively. Lease contracts entered by the Group majorly pertain for buildings taken on lease to conduct its business in the ordinary course. The Group does not have any lease restrictions and commitment towards variable rent as per the contract. # 10) Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. # Notes forming part of Consolidated Financial Statements |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|2-5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # Notes forming part of Consolidated Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2022|352|7,829|2,569|770|12,087|39|2,686|2,062|1,906|30,300| |Additions|-|234|72|56|1,628|8|180|67|69|2,314| |Disposals|-|(5)|(15)|-|(342)|(4)|(69)|(9)|(14)|(458)| |Translation exchange difference|2|8|47|2|62|-|18|18|31|188| |Cost as at March 31, 2023|354|8,066|2,673|828|13,435|43|2,815|2,138|1,992|32,344| |Accumulated depreciation as at April 1, 2022|-|(3,343)|(1,736)|(377)|(8,563)|(35)|(2,315)|(1,503)|(1,654)|(19,526)| |Depreciation|-|(398)|(186)|(80)|(1,755)|(4)|(219)|(140)|(110)|(2,892)| |Disposals|-|4|15|-|340|3|62|9|14|447| |Translation exchange difference|-|(7)|(38)|(1)|(47)|-|(15)|(12)|(23)|(143)| |Accumulated depreciation as at March 31, 2023|-|(3,744)|(1,945)|(458)|(10,025)|(36)|(2,487)|(1,646)|(1,773)|(22,114)| |Net carrying amount as at March 31, 2023|354|4,322|728|370|3,410|7|328|492|219|10,230| |Capital work-in-progress*|1,234|1,234|1,234|1,234|1,234|1,234|1,234|1,234|1,234|1,234| |Total|11,464|11,464|11,464|11,464|11,464|11,464|11,464|11,464|11,464|11,464| *`2,314 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2023. # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| | |---|---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2021| |351|7,777|2,502|737|10,734|40|2,574|2,058|1,885|28,658| |Additions|-|51|108|35|1,868|-|187|41|55|2,345| | |Disposals|-|(2)|(53)|(1)|(515)|(1)|(75)|(44)|(42)|(733)| | | |Translation exchange difference|1|3|12|(1)|-|-|7|8|30| | |Cost as at March 31, 2022| |352|7,829|2,569|770|12,087|39|2,686|2,062|1,906|30,300| |Accumulated depreciation as at April 1, 2021| |-|(2,947)|(1,575)|(302)|(7,531)|(33)|(2,199)|(1,393)|(1,568)|(17,548)| |Depreciation|-|(396)|(205)|(76)|(1,547)|(3)|(191)|(149)|(122)|(2,689)| | |Disposals|-|2|52|-|510|1|75|43|42|725| | | |Translation exchange difference|-|(2)|(8)|1|5|-|-|(4)|(6)|(14)| |Accumulated depreciation as at March 31, 2022| |-|(3,343)|(1,736)|(377)|(8,563)|(35)|(2,315)|(1,503)|(1,654)|(19,526)| |Net carrying amount as at March 31, 2022| |352|4,486|833|393|3,524|4|371|559|252|10,774| |Capital work-in-progress*| |1,205| | | | | | | | | | |Total|11,979| | | | | | | | | | | *`2,345 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2022. # Notes forming part of Consolidated Financial Statements # Capital work-in-progress # * Capital work-in-progress ageing Ageing for capital work-in-progress as at March 31, 2023 is as follows: |Capital work-in-progress|Amount in Capital work-in-progress for a period of|Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years|Total| |---|---|---|---|---|---|---| |Projects in progress| |658|212|42|322|1,234| Ageing for capital work-in-progress as at March 31, 2022 is as follows: |Capital work-in-progress|Amount in Capital work-in-progress for a period of|Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years|Total| |---|---|---|---|---|---|---| |Projects in progress| |691|102|39|373|1,205| * Project execution plans are modulated basis capacity requirement assessment on an annual basis and all the projects are executed as per rolling annual plan."
+"# (b) Goodwill Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. The financial projections basis which the future cash flows have been estimated consider economic uncertainties, reassessment of the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Goodwill consists of the following: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Balance at the beginning of the year|1,787|1,798| |Translation exchange difference|71|(11)| |Balance at the end of the year|1,858|1,787| Goodwill of `685 crore and `646 crore as at March 31, 2023 and 2022, respectively, has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 9.30%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. File: AR_TCS_2022_2023.md The remaining amount of goodwill of `1,173 crore and `1,141 crore as at March 31, 2023 and 2022, respectively, (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts. # Notes forming part of Consolidated Financial Statements # (c) Other intangible assets Intangible assets purchased including acquired in business combination, are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences and customer-related intangibles. # Following table summarises the nature of intangibles and their estimated useful lives: |Type of asset|Useful lives| |---|---| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years| |Customer-related intangibles|3 years| Intangible assets are amortised on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss."
+"# Intangible assets consist of the following: | |Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2022|1,697|121|1,818| |Additions|262|-|262| |Disposals / Derecognised|(73)|-|(73)| |Translation exchange difference|6|5|11| |Cost as at March 31, 2023|1,892|126|2,018| |Accumulated amortisation as at April 1, 2022|(596)|(121)|(717)| |Amortisation|(496)|-|(496)| |Disposals / Derecognised|73|-|73| |Translation exchange difference|(6)|(5)|(11)| |Accumulated amortisation as at March 31, 2023|(1,025)|(126)|(1,151)| |Net carrying amount as at March 31, 2023|867|-|867| # Intangible assets consist of the following: | |Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2021|740|122|862| |Additions|1,002|-|1,002| |Disposals / Derecognised|(42)|-|(42)| |Translation exchange difference|(3)|(1)|(4)| |Cost as at March 31, 2022|1,697|121|1,818| |Accumulated amortisation as at April 1, 2021|(265)|(117)|(382)| |Amortisation|(349)|(6)|(355)| |Disposals / Derecognised|16|-|16| |Translation exchange difference|2|2|4| |Accumulated amortisation as at March 31, 2022|(596)|(121)|(717)| |Net carrying amount as at March 31, 2022|1,101|-|1,101| # Notes forming part of Consolidated Financial Statements # The estimated amortisation for the years subsequent to March 31, 2023 is as follows: |Year ending March 31,|Amortisation expense (` crore)| |---|---| |2024|466| |2025|274| |2026|82| |2027|44| |2028|1| |Total|867| # (d) Other assets # Other assets consist of the following: # Other assets - Non-current | |As at March 31, 2023 (` crore)|As at March 31, 2022 (` crore)| |---|---|---| |Considered good| | | |Capital advances|68|78| |Advances to related parties|63|23| |Contract assets|215|171| |Prepaid expenses|2,138|1,291| |Contract fulfillment costs|114|150| |Others|208|310| |Total|2,806|2,023| # Advances to related parties, considered good, comprise: |Entity|As at March 31, 2023 (` crore)|As at March 31, 2022 (` crore)| |---|---|---| |Voltas Limited|-*|-*| |Tata Realty and Infrastructure Ltd|-*|-*| |Tata Projects Limited|54|23| |Titan Engineering and Automation Limited|-|-*| |Saankhya Labs Private Limited|8|-| |Universal MEP Projects & Engineering Services Limited|1|-| *Represents value less than `0.50 crore. # Other assets - Current | |As at March 31, 2023 (` crore)|As at March 31, 2022 (` crore)| |---|---|---| |Considered good| | | |Advance to suppliers|91|202| |Advance to related parties|9|8| |Contract assets|5,616|4,248| |Prepaid expenses|1,494|2,994| |Prepaid rent|20|18| |Contract fulfillment costs|1,035|1,074| |Indirect taxes recoverable|1,049|1,310| |Others|393|297| # Notes forming part of Consolidated Financial Statements | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Considered doubtful| | | |Advance to suppliers|2|2| |Other advances|4|4| |Less: Allowance on doubtful assets|(6)|(6)| | |9,707|10,151| |Advance to related parties, considered good comprise:| | | |Tata Sons Private Limited|7|7| |Tata AIG General Insurance Company Limited|1|1| |Titan Company Limited|1|-| *Represents value less than `0.50 crore. Non-current - Others includes advance of `177 crore and `271 crore towards acquiring right-of-use of leasehold land as at March 31, 2023 and 2022, respectively. Contract fulfillment costs of `967 crore and `809 crore for the years ended March 31, 2023 and 2022, respectively, have been amortised in the consolidated statement of profit and loss. Refer note 12 for changes in contract assets. # (e) Inventories Inventories consists of a) Raw materials, sub-assemblies and components, b) Work-in-progress, c) Stores and spare parts and d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Group includes direct material and labour cost and a proportion of manufacturing overheads. # Inventories consist of the following: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Raw materials, sub-assemblies and components|23|17| |Finished goods and work-in-progress|5|3| | |28|20| *Represents value less than `0.50 crore."
+"# (f) Other liabilities Other liabilities consist of the following: # Other liabilities - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Advance received from customers|543|468| |Indirect taxes payable and other statutory liabilities|4,119|3,632| |Tax liability on buy-back of equity shares|-|4,192| |Others|230|100| | |4,892|8,392| # Notes forming part of Consolidated Financial Statements # (g) Provisions Provisions consist of the following: # Provisions - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Provision towards legal claim (Refer note 19)|206|1,249| |Provision for foreseeable loss|101|131| |Other provisions|38|31| |Total|345|1,411| # 11) Other equity Other equity consist of the following: # Other equity - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Capital reserve|75|75| |Capital redemption reserve| | | |Opening balance|440|436| |Transfer from retained earnings|-|4| |Total|440|440| |General reserve| | | |Opening balance|-|27| |Transfer to retained earnings|-|(27)| |Total|-|-| |Special Economic Zone re-investment reserve| | | |Opening balance|7,287|2,538| |Transfer from retained earnings|8,380|9,407| |Transfer to retained earnings|(3,858)|(4,658)| |Total|11,809|7,287| |Retained earnings| | | |Opening balance|78,158|79,586| |Profit for the year|42,147|38,327| |Remeasurement of defined employee benefit plans|275|280| |Expenses for buy-back of equity shares|-|(49)| |Tax on buy-back of equity shares|-|(4,192)| |Buy-back of equity shares|-|(17,996)| |Transfer from Special Economic Zone re-investment reserve|3,858|4,658| |Transfer from general reserve|-|27| |Purchase of non-controlling interests|(8)|-| |Total|1,24,430|1,00,641| |Less: Appropriations| | | |Dividend on equity shares|41,347|13,317| |Transfer to capital redemption reserve|-|4| |Transfer to Special Economic Zone re-investment reserve|8,380|9,407| |Transfer from statutory reserve|(19)|(245)| |Total|74,722|78,158| # Notes forming part of Consolidated Financial Statements | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Statutory reserve| | | |Opening balance|162|407| |Transfer to retained earnings|(19)|(245)| | |143|162| |Investment revaluation reserve| | | |Opening balance|488|828| |Change during the year (net)|(447)|(340)| | |41|488| |Cash flow hedging reserve (Refer note 8(k))| | | |Opening balance|(26)|29| |Change during the year (net)|6|(55)| | |(20)|(26)| |Foreign currency translation reserve| | | |Opening balance|2,189|2,137| |Change during the year (net)|659|52| | |2,848|2,189| | |90,058|88,773| # 12) Revenue recognition The Group earns revenue primarily from providing IT services, consulting and business solutions. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Group is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Group is acting as the principal or as an agent of the customer. The Group recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. The Group's contracts with customers could include promises to transfer multiple products and services to a customer. The Group assesses the products / services promised in a contract and identifies distinct performance obligations in the contract."
+"# Notes forming part of Consolidated Financial Statements Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Group allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there are excess of revenues earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there are billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Group recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Group disaggregates revenue from contracts with customers by nature of services, industry verticals and geography. # Revenue disaggregation by nature of services is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Consultancy services|2,23,332|1,90,289| |Sale of equipment and software licences|2,126|1,465| |Total|2,25,458|1,91,754| Revenue disaggregation by industry vertical and geography has been included in segment information (Refer note 19). While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Group has applied the practical expedient in Ind AS 115. Accordingly, the Group has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. # Notes forming part of Consolidated Financial Statements Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc)."
+"The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is 1,38,231 crore out of which 53.17% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Changes in contract assets are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|4,419|4,080| |Invoices raised that were included in the contract assets balance at the beginning of the year|(3,305)|(3,150)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|4,519|3,457| |Translation exchange difference|198|32| |Balance at the end of the year|5,831|4,419| # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|4,745|4,847| |Revenue recognised that was included in the unearned and deferred revenue balance at the beginning of the year|(3,071)|(3,251)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|3,088|3,094| |Translation exchange difference|84|55| |Balance at the end of the year|4,846|4,745| # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Contracted price|2,28,932|1,94,777| |Reductions towards variable consideration components|(3,474)|(3,023)| |Revenue recognised|2,25,458|1,91,754| The reduction towards variable consideration comprises of volume discounts, service level credits, etc. # Notes forming part of Consolidated Financial Statements # 13) Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Interest income|3,248|2,663| |Dividend income|15|4| |Net gain on disposal / fair valuation of investments carried at fair value through profit or loss|220|198| |Net gain on sale of investments other than equity shares carried at fair value through OCI|4|-| |Net gain on disposal of property, plant and equipment|26|23| |Net gain / (loss) on lease modification|(2)|7| |Net loss on sub-lease|-|(9)| |Net foreign exchange gain / (loss)|(159)|1,045| |Other income|97|87| |Total|3,449|4,018| Interest income comprise: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Interest on bank balances and bank deposits|291|295| |Interest on financial assets carried at amortised cost|657|546| |Interest on financial assets carried at fair value through OCI|2,131|1,818| |Other interest (including interest on tax refunds)|169|4| Dividend income comprise: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Dividend from mutual fund units and other investments|15|4| # 14) Employee benefits Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Group provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Group provides benefits such as superannuation, provident fund (other than Company managed fund) and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Notes forming part of Consolidated Financial Statements # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service."
+"A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date using the Projected Unit Credit Method. # Employee benefit expenses consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Salaries, incentives and allowances|1,14,359|96,263| |Contributions to provident and other funds|9,644|8,450| |Staff welfare expenses|3,519|2,841| |Total|1,27,522|1,07,554| # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Gratuity liability|11|13| |Foreign defined benefit plans|383|490| |Other employee benefit obligations|142|174| |Total|536|677| # Employee benefit obligations - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Compensated absences|4,027|3,760| |Other employee benefit obligations|38|50| |Total|4,065|3,810| # Notes forming part of Consolidated Financial Statements Employee benefit plans consist of the following: # Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India operate a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"# The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |Change in benefit obligations| |Year ended March 31, 2023| | | | |Year ended March 31, 2022| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | | |Benefit obligations, beginning of the year|4,482|3|2,294|269|7,048|4,315|12|2,292|237|6,856| | |Translation exchange difference|-|-|94|29|123|-|-|(17)|4|(13)| | |Plan participants' contribution|-|-|18|-|18|-|-|15|-|15| | |Service cost|515|-|37|50|602|539|-|51|47|637| | |Interest cost|332|-|30|11|373|296|-|19|3|318| | |Remeasurement of the net defined benefit liability|(158)|-|(627)|(39)|(824)|(188)|1|(34)|(9)|(230)| | |Past service cost / (credit)|-|-|(7)|-|(7)|-|-|3|-|3| | |Benefits paid|(504)|-|(6)|(26)|(536)|(489)|(1)|(35)|(13)|(538)| | |Shift of plan from unfunded to funded position| |-|-|-|-|-|9|(9)|-|-|-| |Benefit obligations, end of the year|4,667|3|1,833|294|6,797|4,482|3|2,294|269|7,048| | # Change in plan assets |Change in plan assets|Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2022|Year ended March 31, 2022|Year ended March 31, 2022|Year ended March 31, 2022| | | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | | |Fair value of plan assets, beginning of the year|5,527| |-|2,132|-|7,659|4,706|-|2,073|-|6,779| |Translation exchange difference| |-|-|111|-|111|-|-|(21)|-|(21)| |Interest income|425| |-|26|-|451|335|-|16|-|351| |Employers' contributions|1,060| |-|19|-|1,079|980|-|48|-|1,028| # Notes forming part of Consolidated Financial Statements |(` crore)| | |Year ended March 31, 2023| | | | | |Year ended March 31, 2022| | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| | |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| |Plan participants' contribution| |-|-|18|-|18|-|-|15|-|15| |Benefits paid|(504)| |-|(6)|-|(510)|(489)|-|(35)|-|(524)| |Remeasurement- return on plan assets excluding amount included in interest income|(103)|-|(371)|-| |(474)|(5)|-|36|-|31| |Fair value of plan assets, end of the year|6,405| |-|1,929|-|8,334|5,527|-|2,132|-|7,659| |(` crore)| | |As at March 31, 2023| | | | | |As at March 31, 2022| | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans| | |Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| |Funded status|Deficit of plan assets over obligations|(8)|(3)|(89)|(294)|(394)|(10)|(3)|(221)|(269)|(503)| |Surplus of plan assets over obligations|1,746|-|185|-| |1,931|1,055|-|59|-|1,114| | | |1,738|(3)|96|(294)|1,537|1,045|(3)|(162)|(269)|611| |(` crore)| | |As at March 31, 2023| | | |As at March 31, 2022| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total|Domestic plans|Domestic plans|Foreign plans|Foreign plans|Total| | | |Category of assets|Corporate bonds|1,832|-|287|-|2,119|1,697|-|369|-|2,066| | |Equity instruments|121|-|352|-|473|66|-|543|-|609| | |Government bonds and securities|2,917|-|-|-|2,917|2,625|-|195|-|2,820| | |Insurer managed funds|1,390|-|543|-|1,933|983|-|503|-|1,486| | |Bank balances|16|-|94|-|110|10|-|24|-|34| | |Others|129|-|653|-|782|146|-|498|-|644| | | |6,405|-|1,929|-|8,334|5,527|-|2,132|-|7,659| # Notes forming part of Consolidated Financial Statements Net periodic gratuity / pension cost, included in employee cost consists of the following components: |(` crore)| | |Year ended March 31, 2023| | | | |Year ended March 31, 2022| | | |---|---|---|---|---|---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total|Domestic|Domestic|Foreign|Foreign|Total| |plans|Funded|Unfunded|Funded|Unfunded| |Funded|Unfunded|Funded|Unfunded| | |Service cost|515|-|37|50|602|539|-|51|47|637| |Net interest on net defined benefit (asset) / liability|(93)|-|4|11|(78)|(39)|-|3|3|(33)| |Past service cost / (credit)|-|-|(7)|-|(7)|-|-|3|-|3| |Net periodic gratuity / pension cost|422|-|34|61|517|500|-|57|50|607| |Actual return on plan assets|322|-|(345)|-|(23)|330|-|52|-|382| # Remeasurement of the net defined benefit (asset) / liability: |(` crore)|Year ended March 31, 2023| | | | | |---|---|---|---|---|---| |Domestic|Domestic|Foreign|Foreign|Total| | |plans|Funded|Unfunded|Funded|Unfunded| | |Actuarial (gains) and losses arising from changes in demographic assumptions|30|-|-|5|35| |Actuarial (gains) and losses arising from changes in financial assumptions|(164)|-|(625)|(47)|(836)| |Actuarial (gains) and losses arising from changes in experience adjustments|(24)|-|(2)|3|(23)| |Remeasurement of the net defined benefit liability|(158)|-|(627)|(39)|(824)| |Remeasurement- return on plan assets excluding amount included in interest income|103|-|371|-|474| |Asset ceiling recognised in OCI|-|-|-|-|-| | |(55)|-|(256)|(39)|(350)| # Notes forming part of Consolidated Financial Statements |(` crore)| | | |Year ended March 31, 2022|Total| | |---|---|---|---|---|---|---| | | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| | |Actuarial (gains) and losses arising from changes in demographic assumptions|(20)| | |(13)|(2)|(35)| |Actuarial (gains) and losses arising from changes in financial assumptions|(166)| | |(55)|(25)|(246)| |Actuarial (gains) and losses arising from changes in experience adjustments|(2)| | |34|18|51| |Remeasurement of the net defined benefit liability|(188)| | |(34)|(9)|(230)| |Remeasurement- return on plan assets excluding amount included in interest income| |5| |(36)|-|(31)| | |(183)| | |(70)|(9)|(261)| File: AR_TCS_2022_2023.md # The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2022|Year ended March 31, 2022| |---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|7.25%- 7.50%|2.16%- 9.40%|4.50%-7.25%|0.77%-8.30%| |Rate of increase in compensation levels of covered employees|4.00%- 8.00%|1.50%- 7.00%|4.00%-6.00%|1.50%-7.00%| |Rate of return on plan assets|7.25%- 7.50%|2.16%- 9.40%|4.50%-7.25%|0.77%-8.30%| |Weighted average duration of defined benefit obligations|2-13 Years|3-28 Years|2-16 years|3-31 years| Future mortality assumptions are taken based on the published statistics by the Insurance Regulatory and Development Authority of India. The expected benefits are based on the same assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2023."
+"The Group is expected to contribute `55 crore to defined benefit plan obligations funds for the year ending March 31, 2024 comprising domestic component of `8 crore and foreign component of `47 crore. # The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. # If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Increase of 0.50%|(265)|(372)| |Decrease of 0.50%|290|422| # If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Increase of 0.50%|155|200| |Decrease of 0.50%|(147)|(188)| # Notes forming part of Consolidated Financial Statements The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset-Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. The defined benefit obligations shall mature after year ended March 31, 2023 as follows: |Year ending March 31|Defined benefit obligations (` crore)| |---|---| |2024|755| |2025|644| |2026|617| |2027|618| |2028|609| |2029-2033|2,722| # Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of the company's contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised as an expense in profit and loss under employee benefit expenses. The details of fund and plan assets are given below: | |As at March 31, 2023 (` crore)|As at March 31, 2022 (` crore)| |---|---|---| |Fair value of plan assets|25,511|22,814| |Present value of defined benefit obligations|(25,511)|(22,814)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds."
+"# Notes forming part of Consolidated Financial Statements The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Discount rate|7.50%|7.00%| |Average remaining tenure of investment portfolio|7 years|8 years| |Guaranteed rate of return|8.15%|8.10%| The Group expensed `1,628 crore and `1,383 crore for the years ended March 31, 2023 and 2022, respectively, towards provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred. The Group has no further obligation beyond its monthly contribution. The Group expensed `394 crore and `383 crore for the years ended March 31, 2023 and 2022, respectively, towards Employees' Superannuation Fund. # Foreign defined contribution plans The Group expensed `2,109 crore and `1,796 crore for the years ended March 31, 2023 and 2022, respectively, towards foreign defined contribution plans. # 15) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses are aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Raw materials, sub-assemblies and components consumed|37|29| |Equipment and software licences purchased|1,846|1,137| | |1,883|1,166| |Finished goods and work-in-progress| | | |Opening stock|3|-*| |Less: Closing stock|5|3| | |(2)|(3)| | |1,881|1,163| *Represents value less than `0.50 crore. # Notes forming part of Consolidated Financial Statements # (b) Other expenses Other expenses consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Fees to external consultants|21,337|17,409| |Facility expenses|2,655|2,139| |Travel expenses|2,675|1,589| |Communication expenses|2,246|2,050| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|140|135| |Other expenses|7,743|6,658| |Total|36,796|29,980| # 16) Finance costs Finance costs consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Interest on lease liabilities|492|519| |Interest on tax matters|46|218| |Other interest costs|241|47| |Total|779|784| # 17) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach."
+"Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. # Notes forming part of Consolidated Financial Statements The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # The income tax expense consists of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Current tax| | | |Current tax expense for current year|15,389|14,333| |Current tax benefit pertaining to prior years|(632)|(679)| | |14,757|13,654| |Deferred tax| | | |Deferred tax benefit for current year|(130)|(333)| |Deferred tax benefit pertaining to prior years|(23)|(83)| | |(153)|(416)| | |14,604|13,238| # The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in consolidated statement of profit and loss is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Profit before tax|56,907|51,687| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|19,887|18,062| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(5,112)|(4,792)| |Income exempt from tax|(236)|(396)| |Undistributed earnings in branches and subsidiaries|276|(47)| |Tax on income at different rates|508|980| |Tax pertaining to prior years|(655)|(762)| |Others (net)|(64)|193| |Total income tax expense|14,604|13,238| # Notes forming part of Consolidated Financial Statements Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011, profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Significant components of net deferred tax assets and liabilities for the year ended March 31, 2023 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / Utilisation|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|434|250|-|-|2|686| |Provision for employee benefits|1,042|73|(62)|-|3|1,056| |Cash flow hedges|7|-|(1)|-|-|6| |Receivables, financial assets at amortised cost|471|(46)|-|-|13|438| |MAT credit entitlement|975|-|-|(975)|-|-| |Branch profit tax|(77)|(58)|-|-|-|(135)| |Undistributed earnings of subsidiaries|(355)|(179)|-|-|-|(534)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(320)|(1)|234|-|3|(84)| |Lease liabilities|241|5|-|-|4|250| |Others|700|109|-|-|23|832| |Total|3,118|153|171|(975)|48|2,515| # Gross deferred tax assets and liabilities are as follows: |As at March 31, 2023|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|788|102|686| |Provision for employee benefits|1,065|9|1,056| |Cash flow hedges|6|-|6| |Receivables, financial assets at amortised cost|438|-|438| |Branch profit tax|-|135|(135)| |Undistributed earnings of subsidiaries|-|534|(534)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(83)|1|(84)| |Lease liabilities|250|-|250| |Others|843|11|832| |Total|3,307|792|2,515| # Notes forming part of Consolidated Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2022 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Ajustments / utilisation|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|309|131|-|-|(6)|434| |Provision for employee benefits|897|94|58|(2)|(5)|1,042| |Cash flow hedges|(8)|-|16|-|(1)|7| |Receivables, financial assets at amortised cost|424|42|-|-|5|471| |MAT credit entitlement|1,710|-|-|(735)|-|975| |Branch profit tax|(310)|233|-|-|-|(77)| |Undistributed earnings of subsidiaries|(198)|(157)|-|-|-|(355)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(500)|-|180|-|-|(320)| |Lease liabilities|261|(22)|-|-|2|241| |Others|579|95|-|-|26|700| |Total|3,164|416|254|(737)|21|3,118| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|539|105|434| |Provision for employee benefits|1,062|20|1,042| |Cash flow hedges|7|-|7| |Receivables, financial assets at amortised cost|471|-|471| |MAT credit entitlement|975|-|975| |Branch profit tax|-|77|(77)| |Undistributed earnings of subsidiaries|-|355|(355)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(320)|-|(320)| |Lease liabilities|240|(1)|241| |Others|734|34|700| |Total|3,708|590|3,118| Under the Income-tax Act, 1961, unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership. # Notes forming part of Consolidated Financial Statements Unrecognised deferred tax assets relate primarily to business losses and tax credit entitlements which do not qualify for recognition as per the applicable accounting standards. These unexpired business losses will expire based on the year of origination as follows: |March 31,|Unabsorbed business losses (` crore)| |---|---| |2028|35| Under the Income-tax Act, 1961, Tata Consultancy Services Limited is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Deferred tax liability on temporary differences of `7,180 crore as at March 31, 2023, associated with investments in subsidiaries, has not been recognised, as it is the intention of Tata Consultancy Services Limited to reinvest the earnings of these subsidiaries for the foreseeable future. # Direct tax contingencies The Company and its subsidiaries have ongoing disputes with income tax authorities in India and in some of the other jurisdictions where they operate. The disputes relate to tax treatment of certain expenses claimed as deduction, computation or eligibility of tax incentives and allowances and characterisation of fees for services received. The Company and its subsidiaries have recognised contingent liability in respect of tax demands received from direct tax authorities in India and other jurisdictions of `1,542 crore and `1,652 crore as at March 31, 2023 and 2022, respectively. These demand orders are being contested by the Company and its subsidiaries based on the management evaluation and advise of tax consultants. In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2023 and 2022, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in."
+"The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2018 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2017 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2018 and earlier. # 18) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The Company did not have any potentially dilutive securities in any of the years presented. | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Profit for the year attributable to shareholders of the Company (` crore)|42,147|38,327| |Weighted average number of equity shares|365,90,51,373|369,88,32,195| |Basic and diluted earnings per share (`)|115.19|103.62| |Face value per equity share (`)|1|1| # 19) Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. # Notes forming part of Consolidated Financial Statements The Group has identified business segments ('industry vertical') as reportable segments. The business segments comprise: 1. Banking, Financial Services and Insurance 2. Manufacturing 3. Retail and Consumer Business 4. Communication, Media and Technology 5. Life Sciences and Healthcare 6. Others such as Energy, Resources and Utilities, e-Governance and Products. Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated since associated revenue of the segment or manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. The assets and liabilities of the Group are used interchangeably amongst segments. Allocation of such assets and liabilities is not practicable and any forced allocation would not result in any meaningful segregation. Hence assets and liabilities have not been identified to any of the reportable segments. # Summarised segment information for the years ended March 31, 2023 and 2022, is as follows: # Year ended March 31, 2023 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Life Sciences and Healthcare|Others|Total| |---|---|---|---|---|---|---|---| |Revenue from operations|86,127|21,236|37,506|37,653|24,605|18,331|2,25,458| |Segment result|22,345|5,842|9,636|10,667|6,894|3,875|59,259| |Total unallocable expenses| | | | | | |5,801| |Operating income| | | | | | |53,458| |Other income| | | | | | |3,449| |Profit before tax| | | | | | |56,907| |Tax expense| | | | | | |14,604| |Profit for the year| | | | | | |42,303| |Depreciation and amortisation expense (unallocable)| | | | | | |5,021| |Significant non-cash items (allocable)|32|6|6|5|25|65|139| # Year ended March 31, 2022 | |Banking, Financial Services and Insurance|Manufacturing|Retail and Consumer Business|Communication, Media and Technology|Life Sciences and Healthcare|Others|Total| |---|---|---|---|---|---|---|---| |Revenue from operations|75,126|18,610|30,715|31,874|20,462|14,967|1,91,754| |Segment result|20,174|5,602|8,534|9,518|6,139|3,090|53,057| |Total unallocable expenses| | | | | | |5,388| |Operating income| | | | | | |47,669| |Other income| | | | | | |4,018| |Profit before tax| | | | | | |51,687| |Tax expense| | | | | | |13,238| |Profit for the year| | | | | | |38,449| |Depreciation and amortisation expense (unallocable)| | | | | | |4,604| |Significant non-cash items (allocable)|14|(3)|10|2|(1)|113|135| # Notes forming part of Consolidated Financial Statements # Information regarding geographical revenue is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Americas| | | |North America|1,20,336|96,865| |Latin America|4,000|3,207| |Europe| | | |United Kingdom|33,861|30,399| |Continental Europe|33,575|30,743| |Asia Pacific|18,132|16,927| |India|11,271|9,805| |Middle East and Africa|4,283|3,808| |Total|2,25,458|1,91,754| Geographical revenue is allocated based on the location of the customers."
+"# Information regarding geographical non-current assets is as follows: |Geography|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Americas| | | |North America|1,899|1,637| |Latin America|1,056|852| |Europe| | | |United Kingdom|1,487|1,470| |Continental Europe|2,422|2,164| |Asia Pacific|848|743| |India|19,254|19,494| |Middle East and Africa|178|152| |Total|27,144|26,512| Geographical non-current assets (property, plant and equipment, right-of-use assets, goodwill, other intangible assets, income tax assets and other non-current assets) are allocated based on the location of the assets. # Information about major customers No single customer represents 10% or more of the Group's total revenue for the years ended March 31, 2023 and 2022, respectively. # 20) Commitments and contingencies # Capital commitments The Group has contractually committed (net of advances) `1,543 crore and `1,439 crore as at March 31, 2023 and 2022, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters Refer note 17. # Notes forming part of Consolidated Financial Statements # * Indirect tax matters The Company and its subsidiaries have ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company and its subsidiaries have demands amounting to `568 crore and `568 crore as at March 31, 2023 and 2022, respectively, from various indirect tax authorities which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. # * Other claims Claims aggregating `277 crore and `291 crore as at March 31, 2023 and 2022, respectively, against the Group have not been acknowledged as debts. In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. In April 2016, the Company received an unfavourable jury verdict awarding damages of `7,730 crore (US $940 million) to Epic which was thereafter reduced by the Trial Court to `3,454 crore (US $420 million). Pursuant to reaffirmation of the District Court Order in March 2019, the Company filed an appeal in the Appeals Court to fully set aside the Order. Epic also filed a cross appeal challenging the reduction by the District Court judge of `822 crore (US $100 million) award and `1,645 crore (US $200 million) in punitive damages. File: AR_TCS_2022_2023.md On August 20, 2020, the Appeals Court (a) vacated the award of `2,303 crore (US $280 million) in punitive damages considering the award to be constitutionally excessive and remanded the case back to District Court with instructions to reassess and reduce the punitive damages award to at most `1,151 crore (US $140 million), (b) affirmed the District Court's decision vacating the jury's award of `822 crore (US $100 million) in compensatory damages for alleged use of ""other confidential information"" by the Company, and, (c) affirmed the District Court's decision upholding the jury's award of `1,151 crore (US $140 million) in compensatory damages for use of the comparative analysis by the Company. Considering all the facts and various legal precedence, on a conservative and prudent basis, the Company provided `1,218 crore (US $165 million) towards this legal claim in its statement of profit and loss for three month period ended September 30, 2020. This was presented as an ""exceptional item"" in the consolidated statement of profit and loss. On April 8, 2021, Epic approached the Supreme Court seeking review of the Order of the Appeals Court which was denied by the Supreme Court on March 21, 2022. On April 21, 2022, Epic invoked payment of `1,151 crore (US $140 million) out of `3,618 crore (US $440 million) Letter of Credit provided as security, towards compensatory damages awarded by the District Court and confirmed by the Appeals Court, already provided for in the earlier years. On July 1, 2022, the District Court passed an Order affirming the punitive damages at `1,151 crore (US $140 million). The Company has filed an appeal on November 16, 2022, in the Appeals Court to reduce the punitive damages awarded by the District Court, which is pending. Pursuant to encashment of the Letter of Credit towards compensatory damages, the value of Letter of Credit made available to Epic stands reduced to `1,250 crore (US $152 million). # * Letter of comfort The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries."
+"As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. # Notes forming part of Consolidated Financial Statements # 21) Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interests |Name of the entity|Country of incorporation|% of voting power as at March 31, 2023|% of voting power as at March 31, 2022|Net assets, i.e. total assets minus total liabilities (` crore)|Share in Profit or loss As % of consolidated profit or loss Amount (` crore)|Share in other comprehensive income As % of total comprehensive income Amount (` crore)|Share in total comprehensive income Amount (` crore)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|76.39|74,538|87.24|39,106| | | | | |243.21|(394)|86.67|38,712| |Subsidiaries (held directly)| | | | | | | | |APTOnline Limited|India|89.00|89.00|0.12|116|0.04|16| |MP Online Limited|India|89.00|89.00|0.13|127|0.06|26| |C-Edge Technologies Limited|India|51.00|51.00|0.37|361|0.19|86| |MahaOnline Limited|India|74.00|74.00|0.09|86|0.02|7| |TCS e-Serve International Limited|India|100.00|100.00|0.26|249|0.21|92| |TCS Foundation|India|100.00|100.00|1.34|1,306|(0.36)|(161)| |Diligenta Limited|U.K.|100.00|100.00|1.56|1,525|0.28|124| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|1.40|1,367|1.86|835| |Tata America International Corporation|U.S.A.|100.00|100.00|1.68|1,642|2.15|962| |Tata Consultancy Services Asia Pacific Pte Ltd.|Singapore|100.00|100.00|1.04|1,011|0.62|278| |Tata Consultancy Services Belgium|Belgium|100.00|100.00|0.48|465|0.22|97| |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.82|804|0.60|269| |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|3.16|3,080|1.05|469| |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|0.93|906|0.44|198| |TCS FNS Pty Limited|Australia|100.00|100.00|0.15|143|0.10|43| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.85|1,806|0.39|174| |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.05|49|0.06|27| |Tata Consultancy Services Qatar L.L.C.|Qatar|100.00|100.00|0.04|35|-|(2)| |Tata Consultancy Services UK Limited|U.K.|100.00|100.00|0.03|29|-|1| # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2023|% of voting power as at March 31, 2022|Net assets, i.e. total assets minus total liabilities (` crore)|Share in Profit or loss As % of total comprehensive income Amount (` crore)|Share in other comprehensive income As % of total comprehensive income Amount (` crore)|Share in total comprehensive income Amount (` crore)| |---|---|---|---|---|---|---|---| |Tata Consultancy Services Ireland Limited|Ireland|100.00|100.00|0.34|329|0.14|64| |Tata Consultancy Services (China) Co., Ltd.|China|100.00|93.20|0.32|309|0.10|47| |Tata Consultancy Services Japan, Ltd.|Japan|66.00|66.00|1.72|1,677|0.72|323| |Tata Consultancy Services Malaysia Sdn Bhd|Malaysia|100.00|100.00|0.07|69|0.04|17| |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|31|0.03|14| |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.13|127|0.18|80| |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.01|6|-|1| |Tata Consultancy Services Italia s.r.l.|Italy|100.00|100.00|0.08|78|-|-| |Tata Consultancy Services Luxembourg S.A. (G.D. de Luxembourg)|Luxembourg|100.00|100.00|0.12|118|0.12|53| |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.86|844|0.46|207| |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|-|4|-|-| |Tata Consultancy Services Danmark ApS|Denmark|-|100.00|-|-5|-|-5| |Tata Consultancy Services De España S.A.|Spain|100.00|100.00|0.12|121|0.10|43| |Tata Consultancy Services (Portugal) Unipessoal, Limitada|Portugal|100.00|100.00|0.04|35|0.04|19| |Tata Consultancy Services France|France|100.00|100.00|(0.38)|(367)|0.05|24| |Tata Consultancy Services Saudi Arabia|Saudi Arabia|100.00|100.00|0.14|134|0.02|11| |TCS Business Services GmbH|Germany|100.00|100.00|0.08|76|0.01|4| |TCS Technology Solutions AG|Germany|100.00|100.00|0.73|716|0.66|295| # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2023|% of voting power as at March 31, 2022|Net assets, i.e. total assets minus total liabilities (` crore)|Share in Profit or loss As % of consolidated net assets|Share in Profit or loss Amount (` crore)|Share in other comprehensive income As % of total comprehensive income|Share in other comprehensive income Amount (` crore)|Share in total comprehensive income As % of total comprehensive income|Share in total comprehensive income Amount (` crore)| | |---|---|---|---|---|---|---|---|---|---|---|---| |Saudi Desert Rose Holding B.V.|Netherlands|100.00|100.00|-|-|-|-|-|-|-| | |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.10|93|0.08|38|-|-|0.09|38| |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.04|37|(0.01)|(4)|-|-|(0.01)|(4)| |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.11|74|0.08|34|-|-|0.08|34| |Tata Consultancy Services Bulgaria EOOD|Bulgaria|100.00|100.00|0.03|26|0.04|16|-|-|0.04|16| |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.34|329|0.25|117|-|-|0.26|117| |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.25|240|0.23|101|-|-|0.23|101| |Tata Consultancy Services Argentina S.A.|Argentina|100.00|100.00|0.01|5|0.01|4|-|-|0.01|4| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.42|406|0.17|85|-|-|0.19|85| |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|1.18|1,150|0.83|370|(6.79)|11|0.84|381| |MGDC S.C.|Mexico|100.00|100.00|0.06|59|0.01|6|(0.62)|1|0.02|7| |TCS Inversiones Chile Limitada|Chile|100.00|100.00|0.33|344|0.15|74|-|-|0.16|74| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.42|428|0.19|83|-|-|0.18|83| |Tata Consultancy Services Guatemala, S.A.|Guatemala|100.00|100.00|0.01|20|0.02|7|-|-|0.02|7| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.11|120|0.11|49|0.62|(1)|0.10|48| |Trusts|India|-|-|0.29|295|0.01|3|-|-|0.01|3| |TOTAL| |100.00| |97,580|100.00|44,827|100.00|(162)|100.00|44,665| | a) Adjustments arising out of consolidation (6,374) (2,524) 654 (1,870) b) Non-controlling interests Indian subsidiaries APTOnline Limited (13) (2) - (2) MP Online Limited (14) (3) - (3) # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2023|% of voting power as at March 31, 2022|Net assets, i.e. total assets minus total liabilities (` crore)|Share in Profit or loss (` crore)|Share in other comprehensive income (` crore)|Share in total comprehensive income (` crore)| |---|---|---|---|---|---|---|---| |C-Edge Technologies Limited| |(177)|(42)| |(42)| | | |MahaOnline Limited| |(22)|(2)| |(2)| | | |Tata Consultancy Services (China) Co., Ltd.| |(557)|(107)| |1| |(106)| |Tata Consultancy Services Japan, Ltd.| | | | | | | | |TOTAL| |(782)|(156)| |1| |(155)| |TOTAL| | | |90,424|42,147|493|42,640| # Notes: 1. On May 18, 2022, Tata Consultancy Services Asia Pacific Pte Ltd. acquired additional 6.8% ownership interest in Tata Consultancy Services (China) Co., Ltd."
+"for a purchase consideration of `25 crore thereby making it a wholly owned subsidiary. 2. Tata Consultancy Services Danmark ApS liquidated w.e.f. July 27, 2022. # Notes forming part of Consolidated Financial Statements # 22) Related party transactions The Company's principal related parties consist of its holding company Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Refer note 21 for list of subsidiaries of the Company. Transactions and balances with its own subsidiaries are eliminated on consolidation. # Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Year ended March 31, 2023|38|1,174|3,050|-|4,262| |Revenue from operations|1|610|225|-|836| |Purchases of goods and services (including reimbursements)|227|-|-|-|227| |Brand equity contribution|1|25|59|-|85| |Facility expenses|-|56|47|-|103| |Lease rental|-|(1)|-|-|(1)| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|-|2,955|2,955| |Contribution and advance to post employment benefit plans|-|13|137|-|150| |Purchase of property, plant and equipment|-|1|45|-|46| |Advances given|-|1|15|-|16| |Advances recovered|-|25|4|-|29| |Advances taken|29,881|16|6|-|29,903| | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Year ended March 31, 2022|40|789|2,785|-|3,614| |Revenue from operations|-|571|159|-|730| |Purchases of goods and services (including reimbursements)|204|-|-|-|204| |Brand equity contribution|1|20|45|-|66| |Facility expenses|-|73|24|-|97| |Lease rental|-|(3)|1|-|(2)| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|-|2,322|2,322| |Contribution and advance to post employment benefit plans|-|15|147|-|162| |Purchase of property, plant and equipment|-|3|6|-|9| |Advances given|-|4|17|-|21| |Advances recovered|9,609|5|2|-|9,616| |Dividend paid|11,164|4|6|-|11,174| # Notes forming part of Consolidated Financial Statements # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |As at March 31, 2023|2|434|1,004|-|1,440| | |10|95|85|-|190| | |12|529|1,089|-|1,630| | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |As at March 31, 2022|11|245|925|-|1,181| | |10|53|31|-|94| | |21|298|956|-|1,275| # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |As at March 31, 2023|213|377|322|278|1,190| | |-|12|50|-|62| | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |As at March 31, 2022|189|499|146|-|834| | |-|37|201|-|238| # Notes forming part of Consolidated Financial Statements # Material related party transactions are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Revenue from operations|1,707|1,500| |Jaguar Land Rover Limited|1,707|1,500| |Tata Steel IJmuiden BV|533|558| |Tata Digital Private Limited|502|269| # Material related party balances are as follows: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Trade receivables and contract assets|482|379| |Jaguar Land Rover Limited|482|379| # Transactions with key management personnel are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Short-term benefits|58|53| |Dividend paid during the year|2|1| |Total|60|54| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. # 23) No funds have been advanced/loaned/invested (from borrowed funds or from share premium or from any other sources / kind of funds) by the Group to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. No funds have been received by the Group from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding (whether recorded in writing or otherwise) that the Group shall (i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."
+"# 24) The sitting fees and commission paid to non-executive directors is `13 crore and `12 crore as at March 31, 2023 and 2022, respectively. # 25) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Company and its Indian subsidiaries will assess the impact and its evaluation once the subject rules are notified. The Company and its Indian subsidiaries will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. # 26) On May 18, 2022, Tata Consultancy Services Asia Pacific Pte Ltd. acquired additional 6.8% ownership interest in Tata Consultancy Services (China) Co., Ltd. for a purchase consideration of `25 crore thereby making it a wholly owned subsidiary. # Notes forming part of Consolidated Financial Statements # 27) On March 16, 2023, Tata Consultancy Services (China) Co., Ltd., acquired control of 100 % equity interest in TCS Financial Solutions Beijing Co., Ltd., from TCS Financial Solutions Australia Pty Limited. The entities are engaged in the business of developing and selling computer software and providing information technology services. The transaction has been accounted as combination of entities under common control. There is no impact in the consolidated financial statements of the Group as the entities are under the same parent. # 28) Tata Consultancy Services Danmark ApS liquidated w.e.f. July 27, 2022. # 29) Dividends Dividends paid during the year ended March 31, 2023 include an amount of `22.00 per equity share towards final dividend for the year ended March 31, 2022 and an amount of `91.00 per equity share towards interim dividends for the year ended March 31, 2023. Dividends paid during the year ended March 31, 2022 include an amount of `15.00 per equity share towards final dividend for the year ended March 31, 2021 and an amount of `21.00 per equity share towards interim dividends for the year ended March 31, 2022. Dividends declared by the Company are based on profits available for distribution. On April 12, 2023, the Board of Directors of the Company have proposed a final dividend of `24.00 per share in respect of the year ended March 31, 2023 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `8,782 crore. As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2023 For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2023 ,nte˥˳ated ƪnnXal 5e˱o˳t 2022-23 Consolidated Financial Statements 2022-23 | 250 # Standalone Financial Statements # Independent Auditor's Report To the Members of Tata Consultancy Services Limited # Report on the Audit of the Standalone Financial Statements # Opinion We have audited the standalone financial statements of Tata Consultancy Services Limited (the ""Company"") which comprise the standalone balance sheet as at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (""Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report."
+"We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements. # Key Audit Matter(s) Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. |Revenue recognition- Fixed price contracts where revenue is recognized using percentage of completion method|Refer Note 4(a) and 10 to the standalone financial statements| |---|---| |The key audit matter|How the matter was addressed in our audit| |The Company inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Company's estimate of contract costs. We identified revenue recognition of fixed price contracts where the percentage of completion is used as a Key Audit Matter since - there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems;|Our audit procedures included the following: 1. Obtained an understanding of the systems, processes and controls implemented by the Company for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances. 2. Involvement of our Information technology ('IT') specialists, as required: i. Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised; ii. Tested the IT controls over appropriateness of cost and revenue reports generated by the system;| # The key audit matter 2. Application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates mainly in identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; 3. These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Company; and 4. At year-end, significant amount of work in progress (Contract assets), related to these contracts are recognised on the balance sheet. # How the matter was addressed in our audit iii. Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/ changes to costs incurred; and iv. Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects. 3. On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including- i. Evaluated the identification of performance obligations and the ascribed transaction price; ii. For testing Company's computation of the estimation of contract costs and onerous obligations, if any. We: - assessed that the estimates of costs to complete were reviewed and approved by appropriate designated management personnel; - performed a retrospective analysis of costs incurred with estimated costs to identify significant variations and challenged whether those variations are required to be considered in estimating the remaining costs to complete the contract; - assessed the appropriateness of work in progress (contract assets) on balance sheet date by evaluating the underlying documentation to identify possible changes in estimated costs to complete the remaining performance obligations; - inspected underlying documents and performed analytics to determine reasonableness of contract costs. # Other Information The Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the financial statements and auditor's report(s) thereon. The Company's annual report is expected to be made available to us after the date of this auditor's report. Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon."
+"In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. # Management's and Board of Directors' Responsibilities for the Standalone Financial Statements The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease. # Auditor's Responsibilities for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors. File: AR_TCS_2022_2023.md - Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern."
+"- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. A. As required by Section 143(3) of the Act, we report that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 2. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. 3. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account. 4. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. 5. On the basis of the written representations # received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". # B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone financial statements- Refer income tax liabilities disclosed in the balance sheet along with Note 8(f) and Note 19 to the standalone financial statements. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. The management has represented that, to the best of it's knowledge and belief, as disclosed in the Note 21 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (""Intermediaries""), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."
+"The management has represented that, to the best of it's knowledge and belief, as disclosed in the Note 21 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (""Funding Parties""), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act. The final dividend paid by the Company during the year, in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in note 25 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable. # C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm's Registration No.: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No.: 060154 Date: 12 April 2023 ICAI UDIN: 23060154BGXCZS4294 nte˥˳ated ƪnnXal 5e˱o˳t 2022-23 Standalone Financial Statements | 254 # Annexure A to the Independent Auditor's Report on the Standalone Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2023 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # (i) # (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. (B) The Company has maintained proper records showing full particulars of intangible assets. # (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. # (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company."
+"# (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. # (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. # (ii) # (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory. # (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of account of the Company. The Company has not been sanctioned any working capital limit from the financial institutions. # (iii) According to the information and explanations given to us and on the basis of our examination of the records, the Company has made investments in other parties during the year. The Company has granted unsecured loans to a company and other parties and has granted unsecured advances in the nature of loans to other parties during the year, in respect of which the requisite information is as below. The Company has not made any investments in companies, firms or limited liability partnerships. The Company has not granted any loans, unsecured, to firms or limited liability partnerships and has not granted any advances in the nature of loans, unsecured, to companies, firms or limited liability partnerships during the year. The Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured, to companies, firms, limited liability partnerships or any other parties during the year. # (a) A. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has not given any loans or advances in the nature of loans or stood guarantee or provided security to subsidiaries. The Company does not hold any investment in any joint ventures or associates. B. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has given unsecured loans and unsecured advances in the nature of loans to parties other than subsidiaries as listed below. The Company has not stood guarantee or provided security to parties other than subsidiaries. # Particulars | |Guarantees|Security|Loans|Advances in nature of loans| | | |---|---|---|---|---|---|---| |Aggregate amount during the year|-|-|-|-| | | |Subsidiaries*|-|-|-|-| | | |Joint ventures*|-|-|-|-| | | |Associates*|-|-|-|-| | | |Others|-|₹ 7,588.90 Crores|₹ 196.35 Crores| | | | |Balance outstanding as at balance sheet date-|-|-|-|-| | | |Subsidiaries*|-|-|-|-| | | |Joint ventures*|-|-|-|-| | | |Associates*|-|-|-|-| | | |Others*|-|₹ 12.59 Crores|₹ 262.39 Crores| | | | *As per the Companies Act, 2013 # (b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investment made and the terms and conditions of the grant of loans and advances in the nature of loans during the year are, prima facie, not prejudicial to the interest of the Company. # (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given and in case of advances in the nature of loans given, in our opinion the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular."
+"# (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given and advances in the nature of loan given. # (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan or advance in the nature of loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties. # (f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment. # (iv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not given any loans, or provided any guarantee or security as specified under Section 185 of the Companies Act, 2013 and the Company has not provided any guarantee or security as specified under Section 186 of the Companies Act, 2013. Further, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in relation to loans given and investments made. # (v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable. # (vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the products manufactured by it (and/or services provided by it). Accordingly, clause 3(vi) of the Order is not applicable. # (vii) # (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable."
+"# (b) According to the information and explanations given to us, there are no statutory dues of Goods and Service Tax, Provident Fund, Employees' State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been deposited by the Company on account of any dispute except for the following: |Name of the Statute|Nature of the dues|Amount (` in crores)|Period to which the amount relates|Forum where dispute is pending|Remarks, if any| |---|---|---|---|---|---| |The Income-tax Act, 1961|Income-tax|4,181|Assessment Year- 2007-08, 2011-12, 2017-18, 2018-19|Commissioner of Income-tax (Appeals)| | | | |193|Assessment Year- 2006-07|Income-tax Appellate Tribunal| | | | |39|Assessment Year- 2008-09, 2009-10, 2010-11, 2016-17|Assessing Officer / National Faceless Assessment Centre| | |The Central Sales Tax Act, 1956 and Value Added Tax Act|Sales tax and VAT|233|Financial Year- 1994-1995, 2004-2005, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|High Court| | | | |10|Financial Year- 1990-1991, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2011-2012, 2012-2013|Tribunal| | | | |2|Financial Year- 1995-1996, 1997-1998, 2004-2005, 2011-2012, 2016-2017, 2017-2018|Assistant Commissioner| | | | |3|Financial Year- 2008-2009, 2010-2011, 2011-2012, 2012-2013, 2015-2016, 2016-2017|Deputy Commissioner| | | | |18|Financial Year- 1997-1998, 2005-2006, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Joint Commissioner| | |The Finance Act, 1994|Service tax|2|Financial Year- 2002-2003, 2003-2004, 2004-2005, 2008-09, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Commissioner Appeals| | | | |212|Financial Year- 2006-2007, 2007-2008, 2009-2010, 2010-2011, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Tribunal| | |Goods and Service Tax Act|GST|2|Financial Year - 2020-21|Commissioner Appeals| | These amounts are net of amount paid/ adjusted under protest ` 327 crores. # (viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. # (ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender. (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority. (c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable. (d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company. # (f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act). The Company does not hold any investment in any associate or joint venture (as defined under the Act) during the year ended 31 March 2023. # (x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable. (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable. # (xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit. (b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government."
+"(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures. # (xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable. # (xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. # (xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (b) We have considered the internal audit reports of the Company issued till date for the period under audit. # (xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company. # (xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable. (b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable. (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable. (d) According to the information and explanations provided to us, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) has more than one CIC as part of the Group. The Group has six CICs as part of the Group. # (xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year. # (xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable. # (xix) File: AR_TCS_2022_2023.md According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in Company's annual report is expected to be made available to us after the date of this auditor's report. # (xx) (a) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to any project other than ongoing projects. Accordingly, clause 3(xx)(a) of the Order is not applicable. (b) In our opinion and according to the information and explanations given to us and based on an independent legal opinion obtained by the Company, upon irrevocable transfer of funds by the Company to implementing agencies for designated multi-year projects undertaken through them, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to ongoing projects. Accordingly, clause 3(xx)(b) of the Order is not applicable. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No.: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No.: 060154 Date: 12 April 2023 ICAI UDIN: 23060154BGXCZS4294 Standalone Financial Statements | 258 # Annexure B to the Independent Auditor's Report on the standalone financial statements of Tata Consultancy Services Limited for the year ended 31 March 2023 # Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act (Referred to in paragraph 2(A)(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Opinion We have audited the internal financial controls with reference to financial statements of Tata Consultancy Services Limited (""the Company"") as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ""Guidance Note""). # Management's and Board of Directors' Responsibilities for Internal Financial Controls The Company's Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to financial statements. # Meaning of Internal Financial Controls with Reference to Financial Statements A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles."
+"A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co. LLP Chartered Accountants Firm's Registration No.: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No.: 060154 Date: 12 April 2023 ICAI UDIN: 23060154BGXCZS4294 # Standalone Balance Sheet |(` crore)|Note|As at March 31, 2023|As at March 31, 2022| | |---|---|---|---|---| |ASSETS|ASSETS|ASSETS|ASSETS| | | | | |Non-current assets|Non-current assets|Non-current assets|Non-current assets| | | | | |Property, plant and equipment|8(a)|9,186|9,669| | |Capital work-in-progress|8(a)|1,103|1,146| | |Right-of-use assets|7|5,695|5,837| | |Intangible assets|8(b)|809|1,018| | |Financial assets|Financial assets|Financial assets|Financial assets| | | | | |Investments|6(a)|2,405|2,405| | |Trade receivables|Billed|6(b)|125|90| |Unbilled| |196|53| | |Loans|6(e)|3|8| | |Other financial assets|6(f)|532|626| | |Income tax assets (net)| |2,115|1,643| | |Deferred tax assets (net)|15|2,464|2,779| | |Other assets|8(c)|2,410|1,797| | |Total non-current assets| |27,043|27,071| | |Current assets|Current assets|Current assets|Current assets| | | | | |Inventories|8(d)|27|19| | |Financial assets|Investments|6(a)|35,738|29,262| |Trade receivables|Billed|6(b)|35,534|29,852| |Unbilled| |7,264|6,250| | |Cash and cash equivalents|6(c)|1,462|8,197| | |Other balances with banks|6(d)|3,081|5,495| | |Loans|6(e)|332|5,653| | |Other financial assets|6(f)|1,557|1,432| | |Other assets|8(c)|7,789|8,032| | |Total current assets| |92,784|94,192| | |Total Assets| |1,19,827|1,21,263| | |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| | | | | |Equity|Share capital|6(n)|366|366| |Other equity|9|74,172|76,807| | |Total equity| |74,538|77,173| | |Liabilities| | | | | |Non-current liabilities|Financial liabilities| | | | |Lease liabilities| |4,698|4,879| | |Other financial liabilities|6(i)|340|518| | |Employee benefit obligations|12|95|103| | |Deferred tax liabilities (net)|15|190|129| | |Unearned and deferred revenue| |642|560| | |Total non-current liabilities| |5,965|6,189| | |Current liabilities|Financial liabilities| | | | |Lease liabilities| |961|976| | |Trade payables|Dues of small enterprises and micro enterprises|6(g)|-|10,082| |Dues of creditors other than small enterprises and micro enterprises|6(h)|13,768| | | |Other financial liabilities|6(i)|6,948|5,826| | |Unearned and deferred revenue| |2,962|3,013| | |Other liabilities|8(e)|3,113|7,033| | |Provisions|8(f)|279|1,377| | |Employee benefit obligations|12|3,022|2,844| | |Income tax liabilities (net)| |8,271|6,750| | |Total current liabilities| |39,324|37,901| | |Total Equity and Liabilities| |1,19,827|1,21,263| | # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Samir Seksaria Pradeep Manohar Gaitonde CFO Company Secretary Mumbai, April 12, 2023 Mumbai, April 12, 2023 Standalone Financial Statements 2022-23 | 260 # Standalone Statement of Profit and Loss |(` crore)|Note|Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---|---| |Revenue from operations|10|1,90,354|1,60,341| |Other income|11|5,328|7,486| |TOTAL INCOME| |1,95,682|1,67,827| |Expenses| | | | |Employee benefit expenses|12|96,218|81,097| |Cost of equipment and software licences|13(a)|1,416|1,010| |Finance costs|14|695|486| |Depreciation and amortisation expense| |3,940|3,522| |Other expenses|13(b)|41,723|31,989| |TOTAL EXPENSES| |1,43,992|1,18,104| |PROFIT BEFORE TAX| |51,690|49,723| |Tax expense| | | | |Current tax|15|12,946|11,931| |Deferred tax|15|(362)|(395)| |TOTAL TAX EXPENSE| |12,584|11,536| |PROFIT FOR THE YEAR| |39,106|38,187| |OTHER COMPREHENSIVE INCOME (OCI)| | | | |Items that will not be reclassified subsequently to profit or loss| | | | |Remeasurement of defined employee benefit plans| |54|180| |Income tax on items that will not be reclassified subsequently to profit or loss| |(12)|(39)| |Items that will be reclassified subsequently to profit or loss| | | | |Net change in fair values of investments other than equity shares carried at fair value through OCI| |(679)|(516)| |Net change in intrinsic value of derivatives designated as cash flow hedges| |(25)|(37)| |Net change in time value of derivatives designated as cash flow hedges| |32|(34)| |Income tax on items that will be reclassified subsequently to profit or loss| |236|196| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)| |(394)|(250)| |TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |38,712|37,937| |Earnings per equity share:- Basic and diluted (`)|16|106.88|103.24| |Weighted average number of equity shares| |365,90,51,373|369,88,32,195| # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board Rajesh Gopinathan N Ganapathy Subramaniam CEO and Managing Director COO and Executive Director Samir Seksaria Pradeep Manohar Gaitonde CFO Company Secretary Mumbai, April 12, 2023 Mumbai, April 12, 2023 nte˥˳ated ƪnnXal 5e˱o˳t 2022-23 Standalone Financial Statements 2022-23 | 261 # Standalone Statement of Changes in Equity # A. EQUITY SHARE CAPITAL (` crore) |Balance as at April 1, 2022|Changes in equity share capital due to prior period errors|Restated balance as at April 1, 2022|Changes in equity share capital during the year|Balance as at March 31, 2023| |---|---|---|---|---| |366|-|366|-|366| |Balance as at April 1, 2021|Changes in equity share capital due to prior period errors|Restated balance as at April 1, 2021|Changes in equity share capital during the year|Balance as at March 31, 2022| |---|---|---|---|---| |370|-|370|(4)|366| *Refer note 6(n). # B. OTHER EQUITY (` crore) |Reserves and surplus|Items of other comprehensive income|Total Equity| |---|---|---| |Capital reserve|Investment revaluation reserve|74,172| |Special Economic Zone re-investment reserve|Cash flow hedging reserve| | |Retained earnings| | | |Balance as at April 1, 2022|Profit for the year|Other comprehensive income / (losses)|Total comprehensive income|Dividend|Transfer to Special Economic Zone re-investment reserve|Transfer from Special Economic Zone re-investment reserve|Balance as at March 31, 2023| |---|---|---|---|---|---|---|---| |-|-|-|-|-|-|-|-| |17|-|-|39,106|-|-|-|74,172| |7,287|-|-|39,148|(41,347)|8,380|(3,858)|62,228| |Balance as at April 1, 2021|Profit for the year|Other comprehensive income / (losses)|Total comprehensive income|Dividend|Expenses for buy-back of equity shares|Tax on buy-back of equity shares|Buy-back of equity shares|Transfer to Special Economic Zone re-investment reserve|Transfer from Special Economic Zone re-investment reserve|Balance as at March 31, 2022| |---|---|---|---|---|---|---|---|---|---|---| |-|-|-|-|-|-|-|-|-|-|-| |13|-|-|38,187|-|-|-|-|-|-|76,807| |2,538|-|-|38,328|(13,317)|(49)|(4,192)|(18,000)|9,407|(4,658)|68,949| *Represents values less than `0.50 crore. Gain of `42 crore and `141 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2023 and 2022, respectively. # Nature and purpose of reserves # (a) Capital reserve The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. # (b) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (c) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961."
+"The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (d) Retained earnings This reserve represents undistributed accumulated earnings of the Company as on the balance sheet date. # (e) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (f) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2023 Mumbai, April 12, 2023 nte˥˳ated ƪnnXal 5e˱o˳t 2022-23 Standalone Financial Statements 2022-23 | 263 # Standalone Statement of Cash Flows | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|39,106|38,187| |Adjustments for:| | | |Depreciation and amortisation expense|3,940|3,522| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|110|107| |Tax expense|12,584|11,536| |Net (gain) / loss on lease modification|3|(2)| |Net gain on sub-lease|(7)|-| |Unrealised foreign exchange gain|(185)|(119)| |Net gain on disposal of property, plant and equipment|(27)|(25)| |Net gain on disposal / fair valuation of investments|(209)|(186)| |Interest income|(3,046)|(2,555)| |Dividend income (including exchange impact)|(2,112)|(3,554)| |Finance costs|695|486| |Operating profit before working capital changes|50,852|47,397| |Net change in| | | |Inventories|(8)|(12)| |Trade receivables| | | |Billed|(5,817)|(4,761)| |Unbilled|(1,157)|(644)| |Loans and other financial assets|192|(152)| |Other assets|(384)|747| |Trade payables|3,686|2,120| |Unearned and deferred revenue|31|412| |Other financial liabilities|1,222|968| |Other liabilities and provisions|(654)|388| |Cash generated from operations|47,963|46,463| |Taxes paid (net of refunds)|(10,934)|(10,336)| |Net cash generated from operating activities|37,029|36,127| |CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(3,528)|(14,653)| |Inter-corporate deposits placed|(7,580)|(13,655)| |Purchase of investments|(1,22,721)|(70,826)| |Payment for purchase of property, plant and equipment|(2,041)|(2,147)| |Payment including advances for acquiring right-of-use assets|(94)|(13)| |Payment for purchase of intangible assets|(340)|(457)| |Proceeds from bank deposits|5,930|11,201| |Proceeds from inter-corporate deposits|12,966|18,560| |Proceeds from disposal / redemption of investments|1,15,825|69,451| |Proceeds from sub-lease receivable|5|4| # Standalone Statement of Cash Flows | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Proceeds from disposal of property, plant and equipment|29|29| |Interest received|2,933|2,594| |Dividend received from subsidiaries|1,866|3,554| |Net cash generated from investing activities|3,250|3,642| |CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES| |Repayment of lease liabilities|(1,006)|(935)| |Interest paid|(697)|(478)| |Dividend paid|(41,347)|(13,317)| |Transfer of funds to buy-back escrow account|-|(180)| |Transfer of funds from buy-back escrow account|18|162| |Expenses for buy-back of equity shares|-|(49)| |Tax on buy-back of equity shares|(4,192)|-| |Buy-back of equity shares|-|(18,000)| |Net cash used in financing activities|(47,224)|(32,797)| |Net change in cash and cash equivalents|(6,945)|6,972| |Cash and cash equivalents at the beginning of the year|8,197|1,112| |Exchange difference on translation of foreign currency cash and cash equivalents|210|113| |Cash and cash equivalents at the end of the year|1,462|8,197| # Components of cash and cash equivalents |Balances with banks| | | |---|---|---| |In current accounts|776|809| |In deposit accounts|686|7,388| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|-*|-*| |Total|1,462|8,197| *Represents values less than ₹ 0.50 crore. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS Refer note 13(c) for amount spent during the years ended March 31, 2023 and 2022 on construction / acquisition of any asset and other purposes relating to CSR activities. As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2023 # Notes forming part of Standalone Financial Statements # 1) Corporate information Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides IT services, consulting and business solutions and has been partnering with many of the world's largest businesses in their transformation journeys. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai- 400001. As at March 31, 2023, Tata Sons Private Limited, the holding company owned 72.27% of the Company's equity share capital. The Board of Directors approved the standalone financial statements for the year ended March 31, 2023 and authorised for issue on April 12, 2023. # 2) Statement of compliance These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") as prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These standalone financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Company has considered an operating cycle of 12 months. The statement of cash flows has been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. The Company considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. These standalone financial statements have been prepared in Indian Rupee (`) which is the functional currency of the Company. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The significant accounting policies used in preparation of the standalone financial statements have been discussed in the respective notes. # 4) Use of estimates and judgements The preparation of standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of standalone financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Company uses the following critical accounting estimates in preparation of its standalone financial statements: # (a) Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation."
+"# (b) Useful lives of property, plant and equipment The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. # (c) Impairment of investments in subsidiaries The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss. # (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their # Notes forming part of Standalone Financial Statements Fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # (e) Provision for income tax and deferred tax assets The Company uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # (f) Provisions and contingent liabilities File: AR_TCS_2022_2023.md The Company estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Company uses significant judgements to assess contingent liabilities. Contingent liabilities are recognised when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the standalone financial statements. # (g) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Company to use assumptions. These assumptions have been explained under employee benefits note. # (h) Leases The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # 5) Recent pronouncements Ministry of Corporate Affairs (""MCA"") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time."
+"On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below: # Ind AS 1 - Presentation of Financial Statements The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements. # Ind AS 12 - Income Taxes The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements. # Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are ""monetary amounts in financial statements that are subject to measurement uncertainty"". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. Standalone Financial Statements 2022-23 | 267 # Notes forming part of Standalone Financial Statements measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements. # 6) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. # Cash and cash equivalents The Company considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Investment in subsidiaries Investment in subsidiaries are measured at cost less impairment loss, if any. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method."
+"# Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost. # Derivative accounting # Instruments in hedging relationship The Company designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Board of Directors. The policies provide written principles on the use of such financial derivatives consistent with the risk management strategy of the Company. The hedge instruments are designated and documented as hedges at the inception of the contract. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the intrinsic value of the option is recognised in the statement of profit and loss. # Notes forming part of Standalone Financial Statements and time value of an option is recognised in the other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in the statement of profit and loss when the forecasted transaction ultimately affects profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Company enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition."
+"# Notes forming part of Standalone Financial Statements # (a) Investments Investments consist of the following: # Investments - Non-current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Investment in subsidiaries| | | |Fully paid equity shares (unquoted)|2,405|2,405| |Investments designated at fair value through OCI| | | |Fully paid equity shares (unquoted)| | | |Taj Air Limited|19|19| |Less: Impairment in value of investments|(19)|(19)| | |2,405|2,405| # Investments - Current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|1,147|884| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|26,128|25,667| |Corporate bonds (quoted)|3,110|1,242| |Investments carried at amortised cost| | | |Certificate of deposits (quoted)|2,955|99| |Commercial papers (quoted)|2,398|381| |Treasury bills (quoted)|-|989| | |35,738|29,262| Government bonds and securities includes bonds pledged with bank for credit facility and with manager to the buy-back amounting to `1,650 crore and `3,560 crore as at March 31, 2023 and 2022, respectively. # Aggregate value of quoted and unquoted investments |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Aggregate value of quoted investments|35,738|29,262| |Aggregate value of unquoted investments (net of impairment)|2,405|2,405| |Aggregate market value of quoted investments|35,736|29,263| |Aggregate value of impairment of investments|19|19| # Market value of quoted investments carried at amortised cost |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Certificate of deposits|2,951|99| |Commercial papers|2,400|381| |Treasury bills|-|990| # Notes forming part of Standalone Financial Statements # Carrying value of investment in equity instruments is as follows: |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2023|As at March 31, 2022| |---|---|---|---|---|---| |212,27,83,424|UYU|1|TCS Iberoamerica SA|461|461| |15,75,300|INR|10|APTOnline Limited|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium|1|1| |66,000|EUR|1,000|Tata Consultancy Services Netherlands BV|403|403| |1,000|SEK|100|Tata Consultancy Services Sverige AB|19|19| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|2|2| |20,000|USD|10|Tata America International Corporation|453|453| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|19|19| |3,72,58,815|AUD|1|TCS FNS Pty Limited|212|212| |10,00,001|GBP|1|Diligenta Limited|429|429| |1,000|USD|-|Tata Consultancy Services Canada Inc.|-*|-*| |100|CAD|70,653.61|Tata Consultancy Services Canada Inc.|31|31| |51,00,000|INR|10|C-Edge Technologies Limited|5|5| |8,90,000|INR|10|MP Online Limited|1|1| |1,40,00,000|ZAR|1|Tata Consultancy Services (Africa) (PTY) Ltd.|66|66| |18,89,005|INR|10|MahaOnline Limited|2|2| |-|QAR|-|Tata Consultancy Services Qatar L.L.C.|2|2| |10,00,000|INR|100|TCS e-Serve International Limited|10|10| |1,00,500|GBP|0.00001|Tata Consultancy Services UK Limited|66|66| |2,50,00,000|EUR|1|Tata Consultancy Services Ireland Limited|224|224| |10,00,000|INR|10|TCS Foundation|-|-| |2,405|2,405|2,405|2,405|2,405|2,405| # Equity instruments designated at fair value through OCI |In Numbers|Currency|Face value per share|Equity instruments designated at fair value through OCI|As at March 31, 2023|As at March 31, 2022| |---|---|---|---|---|---| |1,90,00,000|INR|10|Taj Air Limited|19|19| |Less : Impairment in value of investments|Less : Impairment in value of investments|Less : Impairment in value of investments|Less : Impairment in value of investments|(19)|(19)| |-|-|-|-|-|-| *Represents value less than `0.50 crore."
+"# Notes forming part of Standalone Financial Statements # The movement in fair value of investments carried / designated at fair value through OCI is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|580|916| |Net loss arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(675)|(516)| |Deferred tax relating to net loss arising on revaluation of investments other than equities carried at fair value through other comprehensive income|236|180| |Net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|(4)|-| |Deferred tax relating to net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|1|-| |Balance at the end of the year|138|580| # (b) Trade receivables - Billed Trade receivables- Billed (unsecured) consist of the following: # Trade receivables - Billed - Non-current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Trade receivables- Billed|771|932| |Less: Allowance for doubtful trade receivables- Billed|(646)|(842)| |Considered good|125|90| # Ageing for trade receivables- billed - non-current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | |Total| | |---|---|---|---|---|---|---|---| | |Less than 6 months|6 months - 1 year| |1 - 2 years|2 - 3 years|More than 3 years| | |Trade receivables - Billed Undisputed trade receivables - considered good|-|-|12|39|75|613|739| |Disputed trade receivables - considered good|-|-|-|-|8|24|32| | |-|-|12|39|83|637|771| |Less: Allowance for doubtful trade receivables - Billed| | | | | | |(646)| | | | | | | | |125| Trade receivables - Unbilled 196 321 # Notes forming part of Standalone Financial Statements # Ageing for trade receivables- billed - non-current outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | |Total| | | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|-|-|12|93|227|584|916| | |Disputed trade receivables - considered good|-|-|-|-|-|16|16| | | |-|-|12|93|227|600|932| Less: Allowance for doubtful trade receivables - Billed (842) Trade receivables - Unbilled 90 Trade receivables - Unbilled 53 Trade receivables - Billed 143 # Trade receivables - Billed - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Trade receivables- Billed|35,731|30,010| |Less: Allowance for doubtful trade receivables- Billed|(275)|(173)| |Considered good|35,456|29,837| |Trade receivables- Billed|256|137| |Less: Allowance for doubtful trade receivables- Billed|(178)|(122)| |Credit impaired|78|15| | |35,534|29,852| Above balances of trade receivables- billed include balances with related parties (Refer note 20). # Ageing for trade receivables- billed - current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | | |Total| | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|28,935|5,292|1,124|135|16|191|35,693| | |Undisputed trade receivables - credit impaired|66|42|-|11|18|119|256| | |Disputed trade receivables - considered good|-|-|12|1|-|25|38| | | |29,001|5,334|1,136|147|34|335|35,987| Less: Allowance for doubtful trade receivables - Billed (453) Trade receivables - Unbilled 35,534 Trade receivables - Unbilled 7,264 Trade receivables - Unbilled 42,798 # Notes forming part of Standalone Financial Statements # Ageing for trade receivables- billed Current outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | |Total| | | |---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Trade receivables - Billed|23,985|4,069|903|594|224|211|29,986| |Undisputed trade receivables - considered good|-|-|-|57|6|67|130| |Disputed trade receivables - considered good|-|-|-|-|-|24|24| |Disputed trade receivables - credit impaired|-|-|-|-|-|7|7| | |23,985|4,069|903|651|230|309|30,147| Less: Allowance for doubtful trade receivables - Billed (295) 29,852 Trade receivables - Unbilled 6,250 36,102 # Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Balances with banks| | | |In current accounts|776|809| |In deposit accounts|686|7,388| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|-*|-*| | |1,462|8,197| *Represents value less than `0.50 crore."
+"# Other balances with banks Other balances with banks consist of the following: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Earmarked balances with banks|653|195| |Short-term bank deposits|2,428|5,300| | |3,081|5,495| Earmarked balances with banks primarily relate to margin money for purchase of investments, margin money of derivative contracts and unclaimed dividends. # Notes forming part of Standalone Financial Statements # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Considered good|3|8| # Loans - Current |(` crore)|As at March 31, 2023|As at March 31, 2022| | |---|---|---|---| |Considered good|Inter-corporate deposits|-|5,386| |Loans and advances to employees| |332|267| |Credit impaired|Loans and advances to employees|31|22| |Less: Allowance on loans and advances to employees| |(31)|(22)| | | |332|5,653| Inter-corporate deposits yield fixed interest rate and are placed with financial institutions, who are authorized to accept and use such inter-corporate deposits as per regulations applicable to them. # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Security deposits|508|613| |Others|24|13| | |532|626| # Other financial assets - Current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Security deposits|296|161| |Fair value of foreign exchange derivative assets|190|388| |Interest receivable|624|597| |Others|447|286| | |1,557|1,432| # Notes forming part of Standalone Financial Statements # (g) Dues of small enterprises and micro enterprises The disclosure pursuant to the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED Act) for dues to micro enterprises and small enterprises as at March 31, 2023 and March 31, 2022 is as under: | |As at March 31, 2023|As at March 31, 2022| | | |---|---|---|---|---| |Dues remaining unpaid to any supplier|Principal| |-|-| | |Interest on the above| |-|-| |Amount of interest paid in terms of section 16 of the MSMED Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year| | |32|33| |Amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act, 2006| | |-|-| |Amount of interest accrued and remaining unpaid| | |-|-| |Amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act, 2006| | |-*|-*| *Represents value less than `0.50 crore. # (h) Trade Payables Ageing for trade payables outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment|Total| | | | |---|---|---|---|---|---|---| | | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Trade payables Others|3,774|4,715|18|7|42|8,556| |Disputed dues- Others|-|-|-|-|29|29| | |3,774|4,715|18|7|71|8,585| Accrued expenses 5,183 Total 13,768 *MSME as per the Micro, Small and Medium Enterprises Development Act, 2006. Ageing for trade payables outstanding as at March 31, 2022 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment|Total| | | | |---|---|---|---|---|---|---| | | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Trade payables Others|2,673|2,541|46|27|80|5,367| |Disputed dues- Others|-|-|-|-|32|32| | |2,673|2,541|46|27|112|5,399| Accrued expenses 4,683 Total 10,082 # Notes forming part of Standalone Financial Statements # (i) Other financial liabilities Other financial liabilities consist of the following: # Other financial liabilities - Non-current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Capital creditors|111|289| |Others|229|229| |Total|340|518| Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2023 and 2022, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by tax authorities is payable to the seller."
+"# Other financial liabilities - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Accrued payroll|4,970|3,914| |Unclaimed dividends|51|46| |Fair value of foreign exchange derivative liabilities|141|128| |Capital creditors|635|723| |Liabilities towards customer contracts|1,075|972| |Others|76|43| |Total|6,948|5,826| # (j) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2023 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|1,462|1,462| |Bank deposits|-|-|-|-|2,428|2,428| |Earmarked balances with banks|-|-|-|-|653|653| |Investments (other than in subsidiary)|1,147|29,238|-|-|5,353|35,738| |Trade receivables|Billed|-|-|-|35,659|35,659| |Unbilled|-|-|-|-|7,460|7,460| |Loans|-|-|-|-|335|335| |Other financial assets|-|-|37|153|1,899|2,089| |Total Financial Assets|1,147|29,238|37|153|55,249|85,824| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities|-|-|-|-|13,768|13,768| |Lease liabilities|-|-|-|-|5,659|5,659| |Other financial liabilities|-|-|-|141|7,147|7,288| |Total Financial Liabilities|-|-|-|141|26,574|26,715| # Notes forming part of Standalone Financial Statements The carrying value of financial instruments by categories as at March 31, 2022 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|8,197|8,197| |Bank deposits|-|-|-|-|5,300|5,300| |Earmarked balances with banks|-|-|-|-|195|195| |Investments (other than in subsidiary)|884|26,909|-|-|1,469|29,262| |Trade receivables|Billed|-|-|-|29,942|29,942| |Unbilled|-|-|-|-|6,303|6,303| |Loans|-|-|-|-|5,661|5,661| |Other financial assets|-|-|124|264|1,670|2,058| | |884|26,909|124|264|58,737|86,918| |Financial liabilities|Trade payables|-|-|-|10,082|10,082| |Lease liabilities|-|-|-|-|5,855|5,855| |Other financial liabilities|-|-|22|106|6,216|6,344| | |-|-|22|106|22,153|22,281| Loans include inter-corporate deposits of `5,386 crore, with original maturity period within 10 months. Carrying amounts of cash and cash equivalents, trade receivables, loans and trade payables as at March 31, 2023 and 2022, approximate the fair value due to their nature. Carrying amounts of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities which are subsequently measured at amortised cost also approximate the fair value due to their nature in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `5,351 crore and `1,470 crore as at March 31, 2023 and 2022, respectively. # (k) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. File: AR_TCS_2022_2023.md - Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. # Notes forming part of Standalone Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): |As at March 31, 2023| | | | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| |Total| |Financial assets|Mutual fund units|1,147|-|-|1,147| | |Equity shares|-|-|-|-| | |Government bonds and securities|26,128|-|-|26,128| | |Corporate bonds|3,110|-|-|3,110| | |Certificate of deposits|2,951|-|-|2,951| | |Commercial papers|2,400|-|-|2,400| | |Treasury bills|-|-|-|-| | |Fair value of foreign exchange derivative assets|-|190|-|190| | |Total|Total|Total|Total|35,926| | | | |As at March 31, 2022|As at March 31, 2022|As at March 31, 2022|As at March 31, 2022|As at March 31, 2022| | | | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3|Total| | |Financial assets|Mutual fund units|884|-|-|884| | |Equity shares|-|-|-|-| | |Government bonds and securities|25,667|-|-|25,667| | |Corporate bonds|1,242|-|-|1,242| | |Certificate of deposits|99|-|-|99| | |Commercial papers|381|-|-|381| | |Treasury bills|990|-|-|990| | |Fair value of foreign exchange derivative assets|-|388|-|388| | | | | |Total|29,651| # (l) Derivative financial instruments and hedging activity The Company's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Company to currency fluctuations."
+"The Board of Directors has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Company which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Company uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. # Notes forming part of Standalone Financial Statements The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|As at March 31, 2023|As at March 31, 2023|As at March 31, 2023|As at March 31, 2022|As at March 31, 2022|As at March 31, 2022| |---|---|---| | |No. of contracts|Notional amount of contracts (` crore)|Fair value (` crore)|No. of contracts|Notional amount of contracts (` crore)|Fair value (` crore)| |US Dollar|8|225|13|63|1,635|44| |Great Britain Pound|22|200|14|41|338|55| |Euro|22|203|10|53|382|25| |Australian Dollar|-|-|-|30|202|(21)| |Canadian Dollar|-|-|-|25|137|(1)| The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2022|Year ended March 31, 2022| |---|---|---| | |Intrinsic value (` crore)|Time value (` crore)|Intrinsic value (` crore)|Time value (` crore)| |Balance at the beginning of the year|27|(53)|56|(27)| |(Gain) / loss transferred to profit or loss on occurrence of forecasted hedge transactions|(376)|488|(636)|525| |Deferred tax on (gain) / loss transferred to profit or loss on occurrence of forecasted hedge transactions|90|(144)|139|(122)| |Change in the fair value of effective portion of cash flow hedges|351|(456)|599|(559)| |Deferred tax on change in the fair value of effective portion of cash flow hedges|(84)|137|(131)|130| |Balance at the end of the year|8|(28)|27|(53)| The Company has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2023 and 2022, the notional amount of outstanding contracts aggregated to `46,102 crore and `46,392 crore, respectively, and the respective fair value of these contracts have a net gain of `12 crore and `158 crore. Exchange loss of `1,159 crore and gain of `645 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the standalone statement of profit and loss for the years ended March 31, 2023 and 2022, respectively. Net foreign exchange gain / (loss) include loss of `112 crore and gain of `111 crore transferred from cash flow hedging reserve for the years ended March 31, 2023 and 2022, respectively. Net loss on derivative instruments of `20 crore recognised in cash flow hedging reserve as at March 31, 2023, is expected to be transferred to the statement of profit and loss by March 31, 2024. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2023. Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2023 (` crore)|As at March 31, 2022 (` crore)| |---|---|---| |10% Appreciation of the underlying foreign currencies|-|(387)| |10% Depreciation of the underlying foreign currencies|544|2,034| # Notes forming part of Standalone Financial Statements # (m) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company. # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. # * Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company."
+"Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currency of the various operations of the Company against major foreign currencies may impact the Company's revenue in international business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the functional currency of the Company. The following analysis has been worked out based on the net exposures of the Company as of the date of balance sheet which could affect the statements of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Company as disclosed in note 6(l). # The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2023: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,747|91|436|2,736| |Net financial liabilities|(12,419)|(723)|(1,923)|(1,108)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `1,016 crore for the year ended March 31, 2023. # The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2022: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|515|89|147|1,709| |Net financial liabilities|(8,981)|(513)|(1,403)|(1,049)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `949 crore for the year ended March 31, 2022. # Notes forming part of Standalone Financial Statements # * Interest rate risk The Company's investments are primarily in fixed rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk. # Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Bank deposits include an amount of `2,428 crore held with three banks having high credit rating which is individually in excess of 10% or more of the Company's total bank deposits as at March 31, 2023. None of the other financial instruments of the Company result in material concentration of credit risk. # * Exposure to credit risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `90,655 crore and `90,388 crore as at March 31, 2023 and 2022, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, loans, contract assets and other financial assets. The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable and contract assets as at March 31, 2023 and March 31, 2022. # * Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances) and contract assets is as follows: | |As at March 31, 2023|As at March 31, 2023|As at March 31, 2022|As at March 31, 2022| |---|---|---| | |Gross%|Net%|Gross%|Net%| |United States of America|54.14|55.13|52.43|53.78| |India|12.03|10.37|12.73|10.68| |United Kingdom|15.48|15.80|16.47|16.84| Geographic concentration of trade receivables (gross and net of allowances) and contract assets is allocated based on the location of the customers. The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2023 and 2022 was `98 crore and `96 crore, respectively."
+"The reconciliation of allowance for doubtful trade receivables is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|1,137|1,082| |Change during the year|98|96| |Bad debts written off|(137)|(39)| |Translation Exchange difference|1|(2)| |Balance at the end of the year|1,099|1,137| # Notes forming part of Standalone Financial Statements # Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. # Details regarding the contractual maturities of significant financial liabilities as at: # March 31, 2023 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|13,768|-|-|-|13,768| |Lease liabilities|1,333|1,129|2,430|2,531|7,423| |Other financial liabilities|6,828|42|301|9|7,180| | |21,929|1,171|2,731|2,540|28,371| |Derivative financial liabilities|141|-|-|-|141| | |22,070|1,171|2,731|2,540|28,512| # March 31, 2022 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|10,082|-|-|-|10,082| |Lease liabilities|1,345|1,186|2,460|2,732|7,723| |Other financial liabilities|5,721|294|228|5|6,248| | |17,148|1,480|2,688|2,737|24,053| |Derivative financial liabilities|128|-|-|-|128| | |17,276|1,480|2,688|2,737|24,181| # (n) Equity instruments The authorised, issued, subscribed and fully paid up share capital consist of the following: # As at March 31, 2023 # As at March 31, 2022 | |March 31, 2023|March 31, 2022| |---|---|---| |Authorised|460|460| |460,05,00,000 equity shares of `1 each| | | |105,02,50,000 preference shares of `1 each|105|105| | |565|565| |Issued, Subscribed and Fully paid up|366|366| |365,90,51,373 equity shares of `1 each| | | The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. # Notes forming part of Standalone Financial Statements The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share in the previous year. The equity shares bought back were extinguished on March 29, 2022. # I. Reconciliation of number of shares | | |As at March 31, 2023| |As at March 31, 2022| | | |---|---|---|---|---|---|---| | |Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | | |Equity shares|Opening balance|365,90,51,373|366|369,90,51,373| |370| |Shares extinguished on buy-back|-|-| |(4,00,00,000)| |(4)| |Closing balance|365,90,51,373| |366|365,90,51,373|366| | # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III. Shares held by Holding company, its Subsidiaries and Associates | | |As at March 31, 2023| |As at March 31, 2022| | |---|---|---|---|---|---| |Equity shares|Holding company|264,43,17,117 equity shares (March 31, 2022: 264,43,17,117 equity shares)|264|264| | |Subsidiaries and Associates of Holding company|7220 equity shares (March 31, 2022: 7,220 equity shares) are held by Tata Industries Limited*|-|-| | | | |10,14,172 equity shares (March 31, 2022: 10,14,172 equity shares) are held by Tata Investment Corporation Limited*|-|-| | | | |46,798 equity shares (March 31, 2022: 46,798 equity shares) are held by Tata Steel Limited*|-|-| | | | |766 equity shares (March 31, 2022: 766 equity shares) are held by The Tata Power Company Limited*|-|-| | | | | |264|264| | | *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2023| |As at March 31, 2022| |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|264,43,17,117|264,43,17,117| | |% of shareholding|72.27%|72.27%| # Notes forming part of Standalone Financial Statements # V."
+"Equity shares movement during the 5 years preceding March 31, 2023 - Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in three month period ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. - Equity shares extinguished on buy-back The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share. The equity shares bought back were extinguished on March 29, 2022. The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. # VI. Disclosure of Shareholding of Promoters Disclosure of shareholding of promoters as at March 31, 2023 is as follows: |Promoter name|Shares held by promoters|% Change during the year| |---|---|---| |Tata Sons Private Limited|<br/>No. of shares|% of total shares| |264,43,17,117|72.27%| |264,43,17,117|72.27%| - Total |No. of shares|% of total shares| |---|---| |264,43,17,117|72.27%| |264,43,17,117|72.27%| - Disclosure of shareholding of promoters as at March 31, 2022 is as follows: |Promoter name|Shares held by promoters|% Change during the year| |---|---|---| |Tata Sons Private Limited|<br/>No. of shares|% of total shares| |264,43,17,117|72.27%| |266,91,25,829|72.16%| 0.11% Total |No. of shares|% of total shares| |---|---| |264,43,17,117|72.27%| |266,91,25,829|72.16%| 0.11% # 7) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Company as a lessee The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. # Notes forming part of Standalone Financial Statements The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease-by-lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease."
+"The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss. The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Company as a lessor At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract. # The details of the right-of-use assets held by the Company is as follows: | |Additions for the year ended March 31, 2023|Net carrying amount as at March 31, 2023| |---|---|---| |Leasehold land|179|940| |Buildings|799|4,608| |Leasehold improvement|-|2| |Computer equipment|-|49| |Software licences|-|96| |Vehicles|-|-*| |Total|978|5,695| *Represents value less than `0.50 crore. # Notes forming part of Standalone Financial Statements | |Additions for the year ended March 31, 2022|Net carrying amount as at March 31, 2022| |---|---|---| |Leasehold land|100|774| |Buildings|779|4,860| |Leasehold improvement|-|4| |Computer equipment|3|66| |Software licences|145|133| |Vehicles|-*|-*| |Total|1,027|5,837| *Represents value less than `0.50 crore. # Depreciation on right-of-use assets is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Leasehold land|10|9| |Buildings|1,034|991| |Leasehold improvement|2|3| |Computer equipment|16|15| |Software licences|37|38| |Vehicles|-*|1| |Total|1,099|1,057| *Represents value less than `0.50 crore. Interest on lease liabilities is `421 crore and `451 crore for the years ended March 31, 2023 and 2022, respectively. The Company incurred `211 crore and `162 crore for the years ended March 31, 2023 and 2022, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `1,732 crore and `1,561 crore for the years ended March 31, 2023 and 2022, respectively, including cash outflow for short term and low value leases. The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods is `786 crore and `722 crore as at March 31, 2023 and 2022, respectively. Lease contracts entered by the Company majorly pertain for buildings taken on lease to conduct its business in the ordinary course. The Company does not have any lease restrictions and commitment towards variable rent as per the contract. # 8) Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. File: AR_TCS_2022_2023.md Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives based on a technical evaluation."
+"The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. # Notes forming part of Standalone Financial Statements |Type of asset|Useful lives| |---|---| |Buildings|20 years| |Leasehold improvements|Lease term| |Plant and equipment|10 years| |Computer equipment|4 years| |Vehicles|4 years| |Office equipment|2-5 years| |Electrical installations|4-10 years| |Furniture and fixtures|5 years| Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # Notes forming part of Standalone Financial Statements # Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2022|323|7,737|1,885|752|9,925|35|2,395|1,872|1,512|26,436| |Additions|-|234|48|56|1,291|8|151|63|53|1,904| |Disposals|-|(5)|(8)|-|(269)|(3)|(54)|(9)|(12)|(360)| |Cost as at March 31, 2023|323|7,966|1,925|808|10,947|40|2,492|1,926|1,553|27,980| |Accumulated depreciation as at April 1, 2022|-|(3,286)|(1,221)|(366)|(7,061)|(33)|(2,085)|(1,367)|(1,348)|(16,767)| |Depreciation|-|(393)|(127)|(78)|(1,386)|(4)|(186)|(130)|(81)|(2,385)| |Disposals|-|4|8|-|268|3|54|9|12|358| |Accumulated depreciation as at March 31, 2023|-|(3,675)|(1,340)|(444)|(8,179)|(34)|(2,217)|(1,488)|(1,417)|(18,794)| |Net carrying amount as at March 31, 2023|323|4,291|585|364|2,768|6|275|438|136|9,186| |Capital work-in-progress*|1,103|1,103|1,103|1,103|1,103|1,103|1,103|1,103|1,103|1,103| |Total|10,289|10,289|10,289|10,289|10,289|10,289|10,289|10,289|10,289|10,289| *`1,904 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2023. # Previous Year Data |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2021|323|7,688|1,817|718|8,781|36|2,302|1,883|1,509|25,057| |Additions|-|51|86|35|1,606|-|160|33|41|2,012| |Disposals|-|(2)|(18)|(1)|(462)|(1)|(67)|(44)|(38)|(633)| |Cost as at March 31, 2022|323|7,737|1,885|752|9,925|35|2,395|1,872|1,512|26,436| |Accumulated depreciation as at April 1, 2021|-|(2,897)|(1,108)|(293)|(6,349)|(31)|(2,001)|(1,270)|(1,287)|(15,236)| |Depreciation|-|(391)|(131)|(73)|(1,172)|(3)|(151)|(140)|(99)|(2,160)| |Disposals|-|2|18|-|460|1|67|43|38|629| |Accumulated depreciation as at March 31, 2022|-|(3,286)|(1,221)|(366)|(7,061)|(33)|(2,085)|(1,367)|(1,348)|(16,767)| |Net carrying amount as at March 31, 2022|323|4,451|664|386|2,864|2|310|505|164|9,669| |Capital work-in-progress*|1,146|1,146|1,146|1,146|1,146|1,146|1,146|1,146|1,146|1,146| |Total|10,815|10,815|10,815|10,815|10,815|10,815|10,815|10,815|10,815|10,815| *`2,012 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2022. # Notes forming part of Standalone Financial Statements # Capital work-in-progress # * Capital work-in-progress ageing Ageing for capital work-in-progress as at March 31, 2023 is as follows: |Capital work-in-progress|Amount in Capital work-in-progress for a period of|Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years|Total| |---|---|---|---|---|---|---| |Projects in progress|543|203|37|320|1,103| | Ageing for capital work-in-progress as at March 31, 2022 is as follows: |Capital work-in-progress|Amount in Capital work-in-progress for a period of|Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years|Total| |---|---|---|---|---|---|---| |Projects in progress|639|97|37|373|1,146| | * Project execution plans are modulated basis capacity requirement assessment on an annual basis and all the projects are executed as per rolling annual plan. # (b) Intangible assets Intangible assets purchased are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences which are amortised over licence period which equates the economic useful life ranging between 2-5 years on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss."
+"Intangible assets consist of the following: | |Rights under licensing agreement and software licences| |---|---| |Cost as at April 1, 2022|1,530| |Additions|247| |Disposals / Derecognised|(50)| |Cost as at March 31, 2023|1,727| |Accumulated amortisation as at April 1, 2022|(512)| |Amortisation|(456)| |Disposals / Derecognised|50| |Accumulated amortisation as at March 31, 2023|(918)| |Net carrying amount as at March 31, 2023|809| # Notes forming part of Standalone Financial Statements |Rights under licensing agreement and software licences|(` crore)| |---|---| |Cost as at April 1, 2021|580| |Additions|961| |Disposals / Derecognised|(11)| |Cost as at March 31, 2022|1,530| |Accumulated amortisation as at April 1, 2021|(218)| |Amortisation|(305)| |Disposals / Derecognised|11| |Accumulated amortisation as at March 31, 2022|(512)| |Net carrying amount as at March 31, 2022|1,018| The estimated amortisation for years subsequent to March 31, 2023 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2024|434| |2025|259| |2026|76| |2027|40| | |809| # (c) Other assets Other assets consist of the following: # Other assets - Non-current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Considered good| | | |Capital advances|67|75| |Advances to related parties|63|23| |Contract assets|153|136| |Prepaid expenses|1,907|1,197| |Contract fulfillment costs|33|81| |Others|187|285| | |2,410|1,797| Advances to related parties, considered good, comprise: |Entity|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Voltas Limited|-*|-*| |Tata Realty and Infrastructure Ltd|-*|-*| |Tata Projects Limited|54|23| |Titan Engineering and Automation Limited|-|-*| |Saankhya Labs Private Limited|8|-| |Universal MEP Projects & Engineering Services Limited|1|-| *Represents value less than `0.50 crore. # Notes forming part of Standalone Financial Statements # Other assets - Current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Considered good| | | |Advance to suppliers|48|117| |Advance to related parties|18|8| |Contract assets|4,678|3,334| |Prepaid expenses|1,332|2,735| |Prepaid rent|4|7| |Contract fulfillment costs|531|616| |Indirect taxes recoverable|853|1,001| |Others|325|214| |Considered doubtful| | | |Advance to suppliers|2|2| |Other advances|2|2| |Less: Allowance on doubtful assets|(4)|(4)| |Total|7,789|8,032| Advance to related parties, considered good comprise: |Entity|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Tata Sons Private Limited|7|7| |Tata AIG General Insurance Company Limited|1|1| |Tata Consultancy Services Deutschland GmbH|7|-| |Tata Consultancy Services De Mexico S.A.,De C.V.|2|-| |Titan Company Limited|1|-| Non-current - Others includes advance of `177 crore and `271 crore towards acquiring right-of-use of leasehold land as at March 31, 2023 and 2022, respectively. Contract fulfillment costs of `631 crore and `564 crore for the years ended March 31, 2023 and 2022, respectively, have been amortised in the standalone statement of profit and loss. Refer note 10 for the changes in contract asset. # (d) Inventories Inventories consists of a) Raw materials, sub-assemblies and components, b) Work-in-progress, c) Stores and spare parts and d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Company includes direct material and labour cost and a proportion of manufacturing overheads."
+"Inventories consist of the following: |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Raw materials, sub-assemblies and components|22|16| |Finished goods and work-in-progress|5|3| |Total|27|19| # Notes forming part of Standalone Financial Statements # (e) Other liabilities Other liabilities consist of the following: # Other liabilities - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Advance received from customers|457|473| |Indirect taxes payable and other statutory liabilities|2,429|2,271| |Tax liability on buy-back of equity shares|-|4,192| |Others|227|97| |Total|3,113|7,033| # (f) Provisions Provisions consist of the following: # Provisions - Current | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Provision towards legal claim (Refer note 19)|206|1,249| |Provision for foreseeable loss|70|125| |Other provisions|3|3| |Total|279|1,377| # 9) Other equity Other equity consist of the following: | |As at March 31, 2023|As at March 31, 2022| | |---|---|---|---| |Capital reserve*|-|-| | |Capital redemption reserve|Opening balance|17|13| | |Transfer from retained earnings|-|4| | |Total|17|17| |Special Economic Zone re-investment reserve|Opening balance|7,287|2,538| | |Transfer from retained earnings|8,380|9,407| | |Transfer to retained earnings|(3,858)|(4,658)| | |Total|11,809|7,287| |Retained earnings|Opening balance|68,949|70,928| | |Profit for the year|39,106|38,187| | |Remeasurement of defined employee benefit plans|42|141| | |Expenses for buy-back of equity shares|-|(49)| | |Tax on buy-back of equity shares|-|(4,192)| | |Buy-back of equity shares|-|(17,996)| | |Transfer from Special Economic Zone re-investment reserve|3,858|4,658| | |Total|1,11,955|91,677| # Notes forming part of Standalone Financial Statements |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Less: Appropriations| | | |Dividend on equity shares|41,347|13,317| |Transfer to capital redemption reserve|-|4| |Transfer to Special Economic Zone re-investment reserve|8,380|9,407| | |62,228|68,949| |Investment revaluation reserve| | | |Opening balance|580|916| |Change during the year (net)|(442)|(336)| | |138|580| |Cash flow hedging reserve (Refer note 6(l))| | | |Opening balance|(26)|29| |Change during the year (net)|6|(55)| | |(20)|(26)| | |74,172|76,807| *Represents value less than `0.50 crore. # 10) Revenue recognition The Company earns revenue primarily from providing IT services, consulting and business solutions. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight-lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Company may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Company is acting as the principal or as an agent of the customer. The Company recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. # Notes forming part of Standalone Financial Statements The Company's contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract."
+"Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Revenue from subsidiaries is recognised based on transaction price which is at arm's length. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there are excess of revenues earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there are billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Company disaggregates revenue from contracts with customers by nature of services, industry verticals and geography. # Revenue disaggregation by nature of services is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Consultancy services|1,88,748|1,59,106| |Sale of equipment and software licences|1,606|1,235| |Total|1,90,354|1,60,341| # Notes forming part of Standalone Financial Statements # Revenue disaggregation by industry vertical is as follows: |(` crore)|Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Banking, Financial Services and Insurance|68,240|58,614| |Manufacturing|16,905|14,576| |Retail and Consumer Business|33,169|26,966| |Communication, Media and Technology|33,606|28,778| |Life Sciences and Healthcare|22,398|18,341| |Others|16,036|13,066| |Total|1,90,354|1,60,341| # Revenue disaggregation by geography is as follows: |(` crore)|Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Americas| | | |North America|1,13,208|90,630| |Latin America|382|314| |Europe| | | |United Kingdom|30,676|27,595| |Continental Europe|19,209|17,595| |Asia Pacific|12,017|11,178| |India|10,941|9,547| |Middle East and Africa|3,921|3,482| |Total|1,90,354|1,60,341| Geographical revenue is allocated based on the location of the customers. # Information about major customers No single customer represents 10% or more of the Company's total revenue during the years ended March 31, 2023 and March 31, 2022."
+"While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is `1,13,145 crore out of which 55.41% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Notes forming part of Standalone Financial Statements # Changes in contract assets are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|3,470|3,051| |Invoices raised that were included in the contract assets balance at the beginning of the year|(2,632)|(2,464)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|3,826|2,828| |Translation exchange difference|167|55| |Balance at the end of the year|4,831|3,470| # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Balance at the beginning of the year|3,573|3,161| |Revenue recognised that was included in the contract liability balance at the beginning of the year|(2,643)|(2,311)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|2,589|2,735| |Translation exchange difference|85|(12)| |Balance at the end of the year|3,604|3,573| # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Contracted price|1,93,451|1,62,898| |Reductions towards variable consideration components|(3,097)|(2,557)| |Revenue recognised|1,90,354|1,60,341| # Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Interest income|3,046|2,555| |Dividend income|2,106|3,548| |Net gain on disposal / fair valuation of investments carried at fair value through profit or loss|205|186| |Net gain on sale of investments other than equity shares carried at fair value through OCI|4|-| |Net gain on disposal of property, plant and equipment|27|25| |Net gain / (loss) on lease modification|(3)|2| # Notes forming part of Standalone Financial Statements |(` crore)|Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Net gain on sub-lease|7|-| |Net foreign exchange gain / (loss)|(173)|1,068| |Rent income|22|21| |Other income|87|81| |Total|5,328|7,486| # Interest income comprise: |Interest on bank balances and bank deposits|173|256| |---|---|---| |Interest on financial assets carried at amortised cost|574|481| |Interest on financial assets carried at fair value through OCI|2,131|1,818| |Other interest (including interest on tax refunds)|168|-| # Dividend income comprise: Dividend from subsidiaries 2,106 3,548 # 12) Employee benefits # Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Company provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. # Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits."
+"The Company provides benefits such as superannuation and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date using the Projected Unit Credit Method. # Notes forming part of Standalone Financial Statements # Employee benefit expenses consist of the following: |(` crore)|Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Salaries, incentives and allowances|87,049|73,115| |Contributions to provident and other funds|6,450|5,734| |Staff welfare expenses|2,719|2,248| |Total|96,218|81,097| # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Foreign defined benefit plans|28|25| |Other employee benefit obligations|67|78| |Total|95|103| # Employee benefit obligations - Current |(` crore)|As at March 31, 2023|As at March 31, 2022| |---|---|---| |Compensated absences|2,991|2,802| |Other employee benefit obligations|31|42| |Total|3,022|2,844| # Employee benefit plans consist of the following: # Gratuity and pension In accordance with Indian law, the Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas branches of the Company also provide for retirement benefit plans in accordance with the local laws."
+"# Notes forming part of Standalone Financial Statements The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: |Change in benefit obligations| | |As at March 31, 2023| | | | | |As at March 31, 2022| | | |---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Foreign plans|Foreign plans| | | |Total|Domestic plans|Foreign plans|Foreign plans|Total| | |Benefit obligations, beginning of the year|4,464| |1| |25|4,490|4,313|1| |19|4,333| |Translation exchange difference| |-|-| |2|2|-|-| |1|1| |Changes due to inter-company transfers|(3)|-|-|(3)|(3)|-|-|(3)| | | | |Service cost|512| |-|5| |517|536|-|5| |541| |Interest cost|330| |-| |1|331|296|-|-|296| | |Remeasurement of the net defined benefit liability|(158)| |-|1| |(157)|(190)|-|5| |(185)| |Benefits paid|(502)| |-| |(6)|(508)|(488)|-| |(5)|(493)| |Benefit obligations, end of the year|4,643| |1| |28|4,672|4,464|1| |25|4,490| |Change in plan assets| | |As at March 31, 2023| | | | | |As at March 31, 2022| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Foreign plans|Foreign plans| | | |Total|Domestic plans|Foreign plans|Foreign plans|Total| | | |Fair value of plan assets, beginning of the year|5,517|1| | |-|5,518|4,704|1|-| | |4,705| |Changes due to inter-company transfers|(3)|-|-|(3)|(3)|-|-|(3)| | | | | |Interest income|424| |-|-|424| |334|-|-|334| | | |Employers' contributions|1,056| |-|-|1,056| |975|-|-|975| | | File: AR_TCS_2022_2023.md |Benefits paid|(502)| |-|-|(502)| |(488)|-|-|(488)| | | |Remeasurement- return on plan assets excluding amount included in interest income|(103)|-|-|(103)| | |(5)|-|-|(5)| | | |Fair value of plan assets, end of the year|6,389| |1| |-|6,390|5,517|1|-| | |5,518| |Funded status| | |As at March 31, 2023| | | |As at March 31, 2022| | | | |---|---|---|---|---|---|---|---|---|---|---| |Domestic plans|Foreign plans|Foreign plans| | |Total|Domestic plans|Foreign plans|Foreign plans|Total| | |Deficit of plan assets over obligations| |-|-|(28)|(28)|-|-| |(25)|(25)| |Surplus of plan assets over obligations|1,746| |-|-|1,746|1,053|-|-|1,053| | | |1,746| |-|(28)|1,718|1,053|-| |(25)|1,028| # Notes forming part of Standalone Financial Statements |Category of assets| | |As at March 31, 2023| | | | |As at March 31, 2022| | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans| | | | | | |Foreign plans|Foreign plans| |Total|Domestic plans|Foreign plans|Foreign plans|Total| |Corporate bonds|1,832| |-|-|1,832| |1,696|-|-|1,696| | | | | |Equity instruments|121| |-|-|121| |66|-|-|66| | | | | |Government bonds and securities|2,917| |-|-|2,917| |2,624|-|-|2,624| | | | | |Insurer managed funds|1,387|1| | |-|1,388|981|1|-| |982| | | | |Bank balances|6| |-|-|6| |5|-|-|5| | | | | |Others|126| |-|-|126| |145|-|-|145| | | | | |Total| | | | | |6,390| | | | |5,518| | | | # Net periodic gratuity cost, included in employee cost consists of the following components: |Components| | |As at March 31, 2023| | | | |As at March 31, 2022| | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Domestic plans| | | | | | |Foreign plans|Foreign plans| |Total|Domestic plans|Foreign plans|Foreign plans|Total| |Service cost|512| |-|5| |517|536|-|5| |541| | | | |Net interest on net defined benefit asset|(94)| |-| |1|(93)|(38)|-|-|(38)| | | | | |Net periodic gratuity / pension cost|418| |-| |6|424|498|-| |5|503| | | | |Actual return on plan assets|321| |-|-|321| |329|-|-|329| | | | | # Remeasurement of the net defined benefit (asset) / liability: |As at March 31, 2023|Domestic plans|Foreign plans|Foreign plans|Total| |---|---|---|---|---| |Actuarial losses arising from changes in demographic assumptions|30|-|1|31| |Actuarial gains arising from changes in financial assumptions|(164)|-|(3)|(167)| |Actuarial (gains) and losses arising from changes in experience adjustments|(24)|-|3|(21)| |Remeasurement of the net defined benefit liability|(158)|-|1|(157)| |Remeasurement- return on plan assets excluding amount included in interest income|103|-|-|103| |Total|(55)|-|1|(54)| # Notes forming part of Standalone Financial Statements | |Domestic plans|Foreign plans|Foreign plans|Total| |---|---|---|---|---| |Actuarial (gains) and losses arising from changes in demographic assumptions|(20)|-|2|(18)| |Actuarial gains arising from changes in financial assumptions|(165)|-|(1)|(166)| |Actuarial (gains) and losses arising from changes in experience adjustments|(5)|-|4|(1)| |Remeasurement of the net defined benefit liability|(190)|-|5|(185)| |Remeasurement- return on plan assets excluding amount included in interest income|5|-|-|5| | |(185)|-|5|(180)| The assumptions used in accounting for the defined benefit plan are set out below: | |As at March 31, 2023|Foreign plans|Domestic plans|Foreign plans| |---|---|---|---|---| |Discount rate|7.50%|3.90%-4.80%|7.00%|1.50%-2.70%| |Rate of increase in compensation levels of covered employees|6.00%|1.95%-3.62%|6.00%|2.24%-3.80%| |Rate of return on plan assets|7.50%|3.90%-4.80%|7.00%|1.50%-2.70%| |Weighted average duration of defined benefit obligations|7 Years|3-8 Years|8 years|3-6.4 years| Future mortality assumptions are taken based on the published statistics by the Insurance Regulatory and Development Authority of India. The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2023. The Company does not expect to contribute to defined benefit plan obligations funds for year ending March 31, 2024 in view of adequate surplus plan assets as at March 31, 2023. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase."
+"The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Increase of 0.50%|(121)|(159)| |Decrease of 0.50%|127|170| If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Increase of 0.50%|129|171| |Decrease of 0.50%|(123)|(161)| # Notes forming part of Standalone Financial Statements The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset- Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. # The defined benefit obligations shall mature after the year ended March 31, 2023 as follows: |Year ending March 31,|Defined benefit obligations| |---|---| |2024|636| |2025|556| |2026|534| |2027|523| |2028|508| |2029-2033|2,106| # Provident fund In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in statement of profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. # The details of fund and plan assets are given below: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Fair value of plan assets|25,511|22,814| |Present value of defined benefit obligations|(25,511)|(22,814)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. # The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2023|As at March 31, 2022| |---|---|---| |Discount rate|7.50%|7.00%| |Average remaining tenure of investment portfolio|7 Years|8 years| |Guaranteed rate of return|8.15%|8.10%| The Company expensed `1,614 crore and `1,372 crore for the years ended March 31, 2023 and 2022, respectively, towards provident fund. # Notes forming part of Standalone Financial Statements # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. The Company recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. The Company expensed `278 crore and `271 crore for the years ended March 31, 2023 and 2022, respectively, towards Employees' Superannuation Fund. # Foreign defined contribution plan The Company expensed `1,070 crore and `885 crore for the years ended March 31, 2023 and 2022, respectively, towards foreign defined contribution plans. # 13) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses."
+"Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net) and other expenses. Other expenses are aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Raw materials, sub-assemblies and components consumed|37|29| |Equipment and software licences purchased|1,381|984| | |1,418|1,013| |Finished goods and work-in-progress| | | |Opening stock|3|-*| |Less: Closing stock|5|3| | |(2)|(3)| | |1,416|1,010| *Represents value less than `0.50 crore. # (b) Other expenses Other expenses consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Fees to external consultants|25,539|19,338| |Facility expenses|2,178|1,707| |Travel expenses|2,100|1,361| |Communication expenses|1,588|1,303| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|110|107| |Other expenses|10,208|8,173| | |41,723|31,989| Other expenses include `4,777 crore and `3,733 crore for the years ended March 31, 2023 and 2022, respectively, towards sales, marketing and advertisement expenses and `2,544 crore and `1,708 crore for the years ended March 31, 2023 and 2022, respectively, towards project expenses. # Notes forming part of Standalone Financial Statements # (c) Corporate Social Responsibility (CSR) expenditure | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |1 Amount required to be spent by the company during the year|773|716| |2 Amount of expenditure incurred on:| | | |(i) Construction/acquisition of any asset|-|-| |(ii) On purposes other than (i) above|783|727| |3 Shortfall at the end of the year|-|-| |4 Total of previous years shortfall|-|-| |5 Reason for shortfall|NA|NA| |6 Nature of CSR activities|Disaster Relief, Education, Skilling, Employment, Entrepreneurship, Health, Wellness and Water, Sanitation and Hygiene, Heritage|Disaster Relief, Education, Skilling, Employment, Entrepreneurship, Health, Wellness and Water, Sanitation and Hygiene, Heritage| |7 Details of related party transactions in relation to CSR expenditure as per relevant Accounting Standard:| | | |Contribution to TCS Foundation in relation to CSR expenditure|543|680| # 14) Finance costs Finance costs consist of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Interest on lease liabilities|421|451| |Interest on tax matters|49|7| |Other interest costs|225|28| |Total|695|486| # 15) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Current income taxes The current income tax expense includes income taxes payable by the Company having its branches in India and overseas where it operates. The current tax payable by the Company in India is Indian income tax payable on income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. # Notes forming part of Standalone Financial Statements Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised."
+"The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # The income tax expense consists of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Current tax| | | |Current tax expense for current year|13,623|12,912| |Current tax benefit pertaining to prior years|(677)|(981)| | |12,946|11,931| |Deferred tax| | | |Deferred tax benefit for current year|(362)|(395)| |Deferred tax benefit pertaining to prior years|-|-| | |(362)|(395)| | |12,584|11,536| # The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Profit before taxes|51,690|49,723| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|18,063|17,375| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(5,097)|(4,604)| |Income exempt from tax|(736)|(1,240)| |Undistributed earnings in branches|58|(232)| |Tax on income at different rates|963|1,107| |Tax pertaining to prior years|(677)|(981)| |Others (net)|10|111| |Total income tax expense|12,584|11,536| # Notes forming part of Standalone Financial Statements The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profit or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfillment of certain conditions. From April 1, 2011 profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Significant components of net deferred tax assets and liabilities for the year ended March 31, 2023 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / utilisation|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | | | |Property, plant and equipment and intangible assets|374|223|-|-|597| |Provision for employee benefit obligations|733|53|-|-|786| |Cash flow hedges|8|-|(1)|-|7| |Receivables, financial assets at amortised cost|372|31|-|-|403| |MAT credit entitlement|974|-|-|(974)|-| |Branch profit tax|(77)|(58)|-|-|(135)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(320)|-|237|-|(83)| |Lease liabilities|181|7|-|-|188| |Others|405|106|-|-|511| |Total|2,650|362|236|(974)|2,274| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | |Property, plant and equipment and Intangible assets|651|54|597| |Provision for employee benefit obligations|786|-|786| |Cash flow hedges|7|-|7| |Receivables, financial assets at amortised cost|403|-|403| |Branch profit tax|-|135|(135)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(83)|-|(83)| |Lease liabilities|188|-|188| |Others|512|1|511| |Total|2,464|190|2,274| # Notes forming part of Standalone Financial Statements # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2022 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / utilisation|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | | | |Property, plant and equipment and intangible assets|290|84|-|-|374| |Provision for employee benefit obligations|639|94|-|-|733| |Cash flow hedges|(8)|-|16|-|8| |Receivables, financial assets at amortised cost|336|36|-|-|372| |MAT credit entitlement|1,710|-|-|(736)|974| |Branch profit tax|(310)|233|-|-|(77)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(500)|-|180|-|(320)| |Lease liabilities|210|(29)|-|-|181| |Others|428|(23)|-|-|405| |Total|2,795|395|196|(736)|2,650| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to| | | | |Property, plant and equipment and Intangible assets|426|52|374| |Provision for employee benefit obligations|733|-|733| |Cash flow hedges|8|-|8| |Receivables, financial assets at amortised cost|372|-|372| |MAT credit entitlement|974|-|974| |Branch profit tax|-|77|(77)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(320)|-|(320)| |Lease liabilities|181|-|181| |Others|405|-|405| |Total|2,779|129|2,650| # Under the Income-tax Act, 1961 The Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # Direct tax contingencies The Company has ongoing disputes with income tax authorities in India and in some of the other jurisdictions where it operates. The disputes relate to tax treatment of certain expenses claimed as deduction, computation or eligibility of tax incentives and allowances and characterisation of fees for services received. The Company has recognised contingent liability in respect of tax demands received from direct tax authorities in India and other jurisdictions of `1,471 crore and `1,616 crore as at March 31, 2023 and 2022, respectively. These demand orders are being contested by the Company based on the management evaluation and advise of tax consultants. In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2023 and 2022. # Notes forming part of Standalone Financial Statements respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in. The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2020 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2019 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2019 and earlier. # 16) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period."
+"The Company did not have any potentially dilutive securities in any of the periods presented. | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Profit for the year (` crore)|39,106|38,187| |Weighted average number of equity shares|365,90,51,373|369,88,32,195| |Basic and diluted earnings per share (`)|106.88|103.24| |Face value per equity share (`)|1|1| # 17) Auditor's remuneration Auditor's remuneration consists of the following: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Auditor|11|9| |For taxation matters|1|1| |For other services|4|4| |For reimbursement of expenses|1|1| # 18) Segment information The Company publishes the standalone financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. # 19) Commitments and contingencies # Capital commitments The Company has contractually committed (net of advances) `1,454 crore and `1,315 crore as at March 31, 2023 and 2022, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters - Refer note 15. Indirect tax matters # Notes forming part of Standalone Financial Statements # Other claims Claims aggregating `218 crore and `235 crore as at March 31, 2023 and 2022, respectively, against the Company have not been acknowledged as debts. In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. In April 2016, the Company received an unfavourable jury verdict awarding damages of `7,730 crore (US $940 million) to Epic which was thereafter reduced by the Trial Court to `3,454 crore (US $420 million). Pursuant to reaffirmation of the District Court Order in March 2019, the Company filed an appeal in the Appeals Court to fully set aside the Order. Epic also filed a cross appeal challenging the reduction by the District Court judge of `822 crore (US $100 million) award and `1,645 crore (US $200 million) in punitive damages. On August 20, 2020, the Appeals Court (a) vacated the award of `2,303 crore (US $280 million) in punitive damages considering the award to be constitutionally excessive and remanded the case back to District Court with instructions to reassess and reduce the punitive damages award to at most `1,151 crore (US $140 million), (b) affirmed the District Court's decision vacating the jury's award of `822 crore (US $100 million) in compensatory damages for alleged use of ""other confidential information"" by the Company, and, (c) affirmed the District Court's decision upholding the jury's award of `1,151 crore (US $140 million) in compensatory damages for use of the comparative analysis by the Company. Considering all the facts and various legal precedence, on a conservative and prudent basis, the Company provided `1,218 crore (US $165 million) towards this legal claim in its statement of profit and loss for three month period ended September 30, 2020. This was presented as an ""exceptional item"" in the standalone statement of profit and loss. On April 8, 2021, Epic approached the Supreme Court seeking review of the Order of the Appeals Court which was denied by the Supreme Court on March 21, 2022. On April 21, 2022, Epic invoked payment of `1,151 crore (US $140 million) out of `3,618 crore (US $440 million) Letter of Credit provided as security, towards compensatory damages awarded by the District Court and confirmed by the Appeals Court, already provided for in the earlier years. On July 1, 2022, the District Court passed an Order affirming the punitive damages at `1,151 crore (US $140 million). The Company has filed an appeal on November 16, 2022, in the Appeals Court to reduce the punitive damages awarded by the District Court, which is pending. Pursuant to encashment of the Letter of Credit towards compensatory damages, the value of Letter of Credit made available to Epic stands reduced to `1,250 crore (US $152 million). # Guarantees and letter of comfort File: AR_TCS_2022_2023.md The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The Company has provided guarantees to third parties on behalf of its subsidiaries."
+"The Company does not expect any outflow of resources in respect of the above. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. # Related party transactions The Company's principal related parties consist of its holding company, Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enter into transactions in the ordinary course of business. Refer note 21 of consolidated financial statement for list of subsidiaries of the Company."
+"# Notes forming part of Standalone Financial Statements # Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Year ended March 31, 2023|38|23,753|1,152|2,506|-|27,449| |Revenue from operations|38|23,753|1,152|2,506|-|27,449| |Dividend income|-|2,106|-|-|-|2,106| |Rent income|-|33|-|-|-|33| |Other income|-|36|-|-|-|36| |Purchases of goods and services (including reimbursements)|-|15,069|564|226|-|15,859| |Brand equity contribution|99|-|-|-|-|99| |Facility expenses|1|109|23|59|-|192| |Lease rental|-|-|56|47|-|103| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)|-|-|(1)|1|-|-| |Contribution and advance to post employment benefit plans|-|-|-|-|2,955|2,955| |Purchase of property, plant and equipment|-|1|13|137|-|151| |Advances given|-|-|1|45|-|46| |Advances recovered|-|-|1|15|-|16| |Advances taken|-|2|25|5|-|32| |Dividend paid|29,881|-|16|6|-|29,903| |Guarantees given|-|237|-|-|-|237| |Cost recovery|-|3,591|-|-|-|3,591| |Transfer out of employee benefit obligations|-|6|-|-|-|6| |Transfer in of employee benefit obligations|-|1|-|-|-|1| | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Year ended March 31, 2022|40|21,358|770|2,233|-|24,401| |Revenue from operations|40|21,358|770|2,233|-|24,401| |Dividend income|-|3,548|-|-|-|3,548| |Rent income|-|26|-|-|-|26| |Other income|-|44|-|-|-|44| |Purchases of goods and services (including reimbursements)|-|11,045|534|159|-|11,738| |Brand equity contribution|100|-|-|-|-|100| |Facility expenses|1|101|19|45|-|166| |Lease rental|-|-|73|24|-|97| # Notes forming part of Standalone Financial Statements |(` crore)| | | |Year ended March 31, 2022| | | | | |---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| | | |Total| |Bad debts and advances written off, allowance for doubtful trade receivables and advances (net)| |-|-|(3)| |1|-|(2)| |Contribution and advance to post employment benefit plans| |-|-|-|-| |2,322|2,322| |Purchase of property, plant and equipment| |-|-|15| |147|-|162| |Advances given| |-|2|3| |6|-|11| |Advances recovered| |-|1|3| |17|-|21| |Advances taken| |-|158|-|1|-| |159| |Dividend paid|9,609| |-|5| |2|-|9,616| |Guarantees given| |-|29|-|-|-|29| | |Buy-back of shares|11,164|-|4|6|-| | |11,174| |Cost recovery| |-|2,799|-|-|-|2,799| | |Sale of property, plant and equipment| |-|1|-|-|-|1| | # Balances receivable from related parties are as follows: |(` crore)| | | | |As at March 31, 2023| | | | | |---|---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| | | | |Total| |Trade receivables and contract assets| |2|7,279| |429|794| |-|8,504| |Loans, other financial assets and other assets| |10|458| |95|85| |-|648| | | |12|7,737| |524|879| |-|9,152| # As at March 31, 2022 |(` crore)| | | |As at March 31, 2022| | | | | |---|---|---|---|---|---|---|---|---| |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties| | | |Total| |Trade receivables and contract assets| |11|6,704|242|673| |-|7,630| |Loans, other financial assets and other assets| |10|157|52|30| |-|249| | | |21|6,861|294|703| |-|7,879| # Notes forming part of Standalone Financial Statements # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2023|90|6,771|364|314|278|7,817| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| | | | | | | |Commitments and guarantees|-|4,427|12|50|-|4,489| |As at March 31, 2022|92|5,067|499|111|-|5,769| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| | | | | | | |Commitments and guarantees|-|4,610|37|201|-|4,848| # Material related party transactions are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Revenue from operations| | | |Tata Consultancy Services Deutschland GmbH|3,221|3,038| |Tata Consultancy Services Netherlands BV|3,402|3,006| |Tata Consultancy Services Canada Inc.|3,544|2,804| |Tata Consultancy Services Switzerland Ltd.|2,699|2,285| |Tata Consultancy Services Sverige AB|2,274|2,172| |Jaguar Land Rover Limited|1,706|1,500| |Tata Digital Private Limited|502|269| |Purchases of goods and services (including reimbursements) and net of cost recovery| | | |Tata America International Corporation|3,824|3,156| |Tata Consultancy Services De Mexico S.A., De C.V.|2,946|2,130| |TCS Foundation|542|679| |Tata Consultancy Services Canada Inc.|1,280|495| |Dividend income| | | |Tata America International Corporation|643|707| |TCS Iberoamerica SA|190|682| |Tata Consultancy Services Canada Inc.|304|649| |Tata Consultancy Services Netherlands BV|211|646| # Notes forming part of Standalone Financial Statements # Material related party balances are as follows: | |Year ended March 31, 2023|Year ended March 31, 2022| |---|---|---| |Trade receivables and contract assets| | | |Tata America International Corporation|1,366|1,291| |Tata Consultancy Services France|1,227|1,063| |Diligenta Limited|463|745| |Tata Consultancy Services Netherlands BV|634|594| |Tata Consultancy Services Asia Pacific Pte Ltd.|474|345| |Tata Consultancy Services Sverige AB|185|88| |Jaguar Land Rover Limited|482|379| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| | | |Tata America International Corporation|2,688|2,044| |Tata Consultancy Services De Mexico S.A., De C.V.|933|433| # Transactions with key management personnel are as follows: | |Year ended"
+"March 31, 2023|Year ended March 31, 2022| |---|---|---| |Short-term benefits|58|53| |Dividend paid during the year|2|1| | |60|54| The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. # 21) No funds have been advanced / loaned / invested (from borrowed funds or from share premium or from any other sources / kind of funds) by the Company to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding (whether recorded in writing or otherwise) that the Company shall (i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. # 22) The sitting fees and commission paid to non-executive directors is `13 crore and `12 crore as at March 31, 2023 and 2022, respectively. # 23) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Company will assess the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. # 24) Additional Regulatory Information # * Ratios |Ratio|Numerator|Denominator|Current year|Previous year| |---|---|---|---|---| |Current ratio (in times)|Total current assets|Total current liabilities|2.4|2.5| |Debt-Equity ratio (in times)|Debt consists of borrowings|Total equity|0.1|0.1| |Debt service coverage ratio (in times)|Earning for Debt Service = Net Profit after taxes + Non-cash operating expenses + Interest + Other non-cash adjustments|Debt service = Interest and lease payments + Principal repayments|23.4|23.2| |Return on equity ratio (in %)|Profit for the year less Preference dividend (if any)|Average total equity|51.6%|50.3%| |Trade receivables turnover ratio (in times)|Revenue from operations|Average trade receivables|4.8|4.8| |Trade payables turnover ratio (in times)|Cost of equipment and software licences + Other expenses|Average trade payables|3.6|3.7| |Net capital turnover ratio (in times)|Revenue from operations|Average working capital (i.e. Total current assets less Total current liabilities)|3.5|2.9| |Net profit ratio (in %)|Profit for the year|Revenue from operations|20.5%|23.8%| |Return on capital employed (in %)|Profit before tax and finance costs|Capital employed = Net worth + Lease liabilities + Deferred tax liabilities|65.2%|60.4%| |Return on investment (in %)|Income generated from invested funds|Average invested funds in treasury investments|7.4%|6.1%| # 25) Dividend Dividends paid during the year ended March 31, 2023 include an amount of `22.00 per equity share towards final dividend for the year ended March 31, 2022 and an amount of `91.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2023. Dividends paid during the year ended March 31, 2022 include an amount of `15.00 per equity share towards final dividend for the year ended March 31, 2021 and an amount of `21.00 per equity share towards interim dividends for the year ended March 31, 2022. Dividends declared by the Company are based on the profit available for distribution. On April 12, 2023, the Board of Directors of the Company have proposed a final dividend of `24.00 per share in respect of the year ended March 31, 2023 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `8,782 crore. As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2023 Mumbai, April 12, 2023 Annual Report 2022-23 Standalone Financial Statements 2022-23 | 315 # Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr. No.|Name of the Subsidiary Company|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Rate|Capital and Reserves|Total Assets|Total Liabilities|Turnover before Tax|Profit for Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|APT Online Limited|August 9, 2004|April 1, 2022|March 31, 2023|INR|1.000000|2|114|179|63|25|134|22|6|16|-|89%|India| |2|MP Online Limited|September 8, 2006|April 1, 2022|March 31, 2023|INR|1.000000|1|126|181|54|47|92|35|9|26|-|89%|India| |3|C-Edge Technologies Limited|January 19, 2006|April 1, 2022|March 31, 2023|INR|1.000000|10|351|441|80|-|356|115|29|86|-|51%|India| |4|MahaOnline Limited|September 23, 2010|April 1, 2022|March 31, 2023|INR|1.000000|3|83|149|63|33|1|9|2|7|-|74%|India| |5|TCS e-Serve International Limited|December 31, 2008|April 1, 2022|March 31, 2023|INR|1.000000|10|239|1,087|838|155|2,046|128|35|93|-|100%|India| |6|Diligenta Limited|August 23, 2005|January 1, 2022|December 31, 2022|GBP|101.647598|10|1,515|2,838|1,313|391|4,258|153|23|130|-|100%|U.K.| |7|Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2022|March 31, 2023|CAD|60.661331|43|1,324|3,241|1,874|-|10,217|1,133|299|834|-|100%|Canada| |8|Tata America International Corporation|August 9, 2004|April 1, 2022|March 31, 2023|USD|82.232500|2|1,640|5,000|3,358|412|5,017|1,314|337|977|-|100%|U.S.A.| |9|Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2022|March 31, 2023|USD|82.232500|36|975|2,099|1,088|916|2,798|321|38|283|-|100%|Singapore| |10|Tata Consultancy Services (China) Co., Ltd.|November 16, 2006|January 1, 2022|December 31, 2022|CNY|11.965790|242|67|468|159|41|1,050|73|24|49|-|100%|China| |11|Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2022|March 31, 2023|JPY|0.616829|267|1,410|2,996|1,319|-|5,260|488|154|334|-|66%|Japan| |12|Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2022|March 31, 2023|MYR|18.634149|4|65|272|203|-|518|28|11|17|-|100%|Malaysia| |Sr. No.|Name of the Subsidiary|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Capital and Reserves|Total Assets|Total Liabilities|Total Investments before Tax|Profit after Tax|Provision for Tax|Proposed Dividend|% of Shareholding|Country| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |13|PT Tata Consultancy Services|October 5, 2006|April 1, 2022|March 31, 2023|IDR|0.005484|1|30|100|69|-|105|21|6|15|-|100%|Indonesia| |14|Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2022|March 31, 2023|PHP|1.512530|(42)|169|542|415|-|991|94|10|84|-|100%|Philippines| |15|Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2022|March 31, 2023|THB|2.405866|2|4|40|34|-|90|1|-|1|-|100%|Thailand| |16|Tata Consultancy Services Belgium|August 9, 2004|April 1, 2022|March 31, 2023|EUR|89.444305|2|463|998|533|-|2,626|140|37|103|-|100%|Belgium| |17|Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2022|March 31, 2023|EUR|89.444305|1|803|2,309|1,505|-|6,812|415|132|283|-|100%|Germany| |18|Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2022|March 31, 2023|SEK|7.933748|-|906|1,528|622|-|4,258|258|55|203|-|100%|Sweden| |19|Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2022|March 31, 2023|EUR|89.444305|590|2,490|5,030|1,950|1,744|7,625|611|104|507|-|100%|Netherlands| |20|Tata Consultancy Services Italia s.r.l.|August 9, 2004|April 1, 2022|March 31, 2023|EUR|89.444305|20|58|211|133|-|400|9|9|-|-|100%|Italy| |21|Tata Consultancy Services Capellen (G.D. de Luxembourg) S.A.|October 28, 2005|April 1, 2022|March 31, 2023|EUR|89.444305|50|68|313|195|-|798|80|23|57|-|100%|Luxembourg| |22|Tata Consultancy Services Switzerland Ltd.|October 31, 2006|April 1, 2022|March 31, 2023|CHF|89.881408|13|831|1,757|913|-|4,708|272|51|221|-|100%|Switzerland| # Standalone Financial Statements 2022-23 |Sr. No.|Name of the subsidiary|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |23|Tata Consultancy Services Osterreich GmbH|March 9, 2012|April 1, 2022|March 31, 2023|EUR|89.444305|-|4|65|61|-|78|-|-|-|100%|Austria| | |24|Tata Consultancy Services Danmark ApS|March 16, 2012|April 1, 2022|March 31, 2023|DKK|12.007023|-|-|-|-|-|(2)|(5)|-|(5)|-|0%|Denmark| |25|Tata Consultancy Services De Espana S.A.|August 9, 2004|April 1, 2022|March 31, 2023|EUR|89.444305|1|120|244|123|-|567|53|6|47|-|100%|Spain| |26|Tata Consultancy Services (Portugal) Unipessoal, Limitada|July 4, 2005|April 1, 2022|March 31, 2023|EUR|89.444305|-|35|73|38|-|107|26|5|21|-|100%|Portugal| |27|Tata Consultancy Services France|June 28, 2013|April 1, 2022|March 31, 2023|EUR|89.444305|4|(371)|1,674|2,041|-|2,849|34|8|26|-|100%|France| |28|Tata Consultancy Services Saudi Arabia|July 2, 2015|January 1, 2022|December 31, 2022|SAR|21.907052|8|126|290|156|-|597|14|3|11|-|100%|Saudi Arabia| |29|Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|January 1, 2022|December 31, 2022|ZAR|4.616432|6|43|49|-|49|-|26|-|26|-|100%|South Africa| |30|Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|January 1, 2022|December 31, 2022|ZAR|4.616432|8|85|498|405|-|994|52|15|37|-|100%|South Africa| |31|TCS FNS Pty Limited|October 17, 2005|April 1, 2022|March 31, 2023|AUD|54.914864|205|(62)|143|-|2|-|44|-|44|-|100%|Australia| |32|TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|January 1, 2022|December 31, 2022|CNY|11.965790|44|(7)|52|15|-|55|(3)|-|(3)|-|100%|China| |33|TCS Financial Solutions Australia Pty Limited|October 19, 2005|April 1, 2022|March 31, 2023|AUD|54.914864|-|74|121|47|-|60|49|16|33|-|100%|Australia| |Sr."
+"No.|Name of the Subsidiary|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Capital and Reserves|Total Assets|Total Liabilities|Total Investments before Tax|Profit for Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |34|TCS Iberoamerica SA|August 9, 2004|January 1, 2022|December 31, 2022|USD|82.23|2500|809|997|1806|-|1787|-|188|7|181|-|100%|Uruguay| |35|TCS Solution Center S.A.|August 9, 2004|January 1, 2022|December 31, 2022|UYU|2.12|487|76|253|481|152|-|893|159|40|119|-|100%|Uruguay| |36|Tata Consultancy Services Argentina S.A.|August 9, 2004|January 1, 2022|December 31, 2022|ARS|0.39|254|2|3|43|38|-|43|3|-|3|-|100%|Argentina| |37|Tata Consultancy Services Do Brasil Ltda|August 9, 2004|January 1, 2022|December 31, 2022|BRL|16.14|477|284|122|724|318|-|1495|142|53|89|-|100%|Brazil| |38|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2022|December 31, 2022|MXN|4.54|387|1|1149|2275|1125|-|4697|597|182|415|-|100%|Mexico| |39|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2022|December 31, 2022|CLP|0.10|115|177|251|611|183|58|851|106|14|92|-|100%|Chile| |40|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2022|December 31, 2022|CLP|0.10|115|159|185|362|18|334|36|87|2|85|-|100%|Chile| |41|TATA SOLUTION CENTER S.A.|December 28, 2006|January 1, 2022|December 31, 2022|USD|82.23|500|25|95|252|132|-|459|65|15|50|-|100%|Ecuador| |42|TCS Uruguay S.A.|January 1, 2010|January 1, 2022|December 31, 2022|UYU|2.12|-|240|401|161|75|731|109|4|105|-|100%|Uruguay| | |43|MGDC S.C.|January 1, 2010|January 1, 2022|December 31, 2022|MXN|4.54|77|(18)|90|31|-|68|3|(5)|8|-|100%|Mexico| | |44|Tata Consultancy Services Qatar L.L.C.|December 20, 2011|January 1, 2022|December 31, 2022|QAR|22.58|800|5|30|55|20|-|42|(2)|-|(2)|-|100%|Qatar| |45|Tata Consultancy Services UK Limited|October 31, 2018|January 1, 2022|December 31, 2022|GBP|101.64|-|29|29|-|-|-|(1)|1|-|100%|U.K.| | | |46|TCS Business Services GmbH|March 9, 2020|April 1, 2022|March 31, 2023|EUR|89.44|-|76|156|80|56|138|5|2|3|-|100%|Germany| | |47|Tata Consultancy Services Ireland Limited|December 2, 2020|January 1, 2022|December 31, 2022|EUR|89.44|224|105|529|200|-|1315|78|9|69|-|100%|Ireland| | # Standalone Financial Statements 2022-23 |Sr. No.|Name of the subsidiary|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Capital and Reserves|Total Assets|Total Liabilities|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |48|TCS Technology Solutions AG|January 01, 2021|January 1, 2022|December 31, 2022|EUR|89.444305|29|687|1,767|1,051|-|1,907|385|70|315|100%|Germany| |49|Saudi Desert Rose Holding B.V.|May 26, 2021|January 1, 2022|December 31, 2022|EUR|89.444305|-|2|2|-|-|-|-|-|-|100%|Netherlands| |50|Tata Consultancy Services Bulgaria EOOD|August 31, 2021|January 1, 2022|December 31, 2022|BGN|45.763537|-|26|62|36|-|72|19|2|17|100%|Bulgaria| |51|Tata Consultancy Services Guatemala, S.A.|September 01, 2021|January 1, 2022|December 31, 2022|GTQ|10.543439|8|12|46|26|-|59|10|3|7|100%|Guatemala| |52|TCS Foundation|March 25, 2015|April 1, 2022|March 31, 2023|INR|1.000000|1|1,305|1,857|551|33|-|(100)|61|(161)|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2023. 2. On May 18, 2022, Tata Consultancy Services Asia Pacific Pte Ltd. acquired additional 6.8% ownership interest in Tata Consultancy Services (China) Co., Ltd. for a purchase consideration of ₹25 crore thereby making it a wholly owned subsidiary. 3. Tata Consultancy Services Danmark ApS liquidated w.e.f. July 27, 2022. # For and on behalf of the Board Rajesh Gopinathan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2023 # Glossary 5G Fifth generation wireless technology for digital cellular networks. 5G is expected to be much faster and enable much higher volumes of data sharing than earlier generations of cellular networks. Its massive capacity and ultra-low latency are expected to usher in an era of hyper-connectivity, enabling newer use cases such as autonomous cars, and accelerating the adoption of IoT. ADM See Application Development and Maintenance Agile A collaborative approach for IT and business teams to develop software incrementally and faster. TCS has pioneered the Location Independent Agile™ model that allows for deployment at scale, and helps globally distributed organization execute large transformational programs quickly, while ensuring stability and quality. AgilityDebt™ AgilityDebt™ is a simple index developed by TCS, which uniquely indicates the burden carried by an organization that restricts its Agility. The index is arrived at based on a holistic Agile maturity assessment framework that measures the gap against required Agile talent, roles, team composition, delivery practices, Agile culture, Agile technology and DevOps enablers. TCS uses AgilityDebt™ to assess where the customer's teams are in the Agile journey, find the bottlenecks, and accelerate their Agile transformations. Agile Workspaces These are key enablers of TCS' Location Independent Agile model, and represent the next generation work environment that facilitate greater collaboration among teams. It is characterized by partition-less open offices, informal seating, interactive surfaces for information capture, and modern collaboration devices for increased productivity. AI See Artificial Intelligence Algo Retail™ TCS' proprietary approach and suite of intellectual property that enables retailers to seamlessly integrate and orchestrate data flows across the retail value chain, harnessing the power of analytics, AI and machine learning in the areas of personalization, pricing optimization, marketing, online search and commerce to unlock exponential business value. Amortization Systematic allocation of the depreciable amount of an intangible asset over its useful life. Analytics In the enterprise context, this is the discovery, interpretation, and communication of meaningful patterns in business data to predict and improve business performance. Annuity Contracts A long-term contract which can guarantee regular payments."
+"APAC Acronym for Asia Pacific API See Application Programming Interface # Glossary # APIfication The process of exposing a discrete business function or data within an enterprise's systems through APIs. # Application Development and Maintenance Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software over its lifetime. # Application Programming Interface A set of easily accessible protocols for communication among various software components. # AR See Augmented Reality # Artificial Intelligence Technology that emulates human performance by learning, coming to its own conclusions, understanding complex content, engaging in natural dialogs with people, augmenting human effort or replacing people on execution of non-routine tasks. Also known as Cognitive Computing. # ASEAN Acronym for Association of Southeast Asian Nations # Assets Under Custody A measure of the total assets for which a financial institution, typically a custodian bank, provides custodian services. # Attrition Measures what portion of the workforce left the organization (voluntarily and involuntarily) over the last 12 months (LTM). Attrition (LTM) = Total number of departures in the LTM / closing headcount # AUC See Assets Under Custody # Augmented Reality Technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction. # Automation The execution of work by machines in accordance with rules that have either been explicitly coded by a human or 'learned' by the machine through pattern recognition of data. Popular types include Robotic Process Automation and Cognitive Automation. # Avatar An avatar is a digital representation of yourself, whether it's in a video game, the metaverse, or wherever else it might be applicable. # Basis Point One hundredth of a percentage point, that is, 0.01 percent. # BFSI Acronym for Banking, Financial Services and Insurance # Big Data A high volume, high velocity, and/or high variety information asset that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization. # Blockchain A distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision. # Bp See Basis Point # BPaaS See Business Process as a Service # BPS See Business Process Services # Business 4.0 TCS' thought leadership framework that helps enterprises leverage technology to further their growth and transformation agenda. Successful Business 4.0 enterprises use technology to deliver mass personalization, leverage ecosystems, embrace risk and create exponential value. Such enterprises are agile, intelligent, automated and on the cloud. # Business Process as a Service Refers to the delivery of BPS over a cloud computing model. Whereas traditional BPS relies on labor arbitrage to reduce costs, BPaaS aggregates demand using the cloud, servicing multiple customers with a single instance, multi-tenant platform and shared services, thereby delivering significant operating efficiencies. The pricing model is usually outcome based. # Business Process Services Designing, enabling, and executing business operations including data management, analytics, interactions and experience management. # Buyback A corporate action in which a company returns excess cash to shareholders by buying back its shares from them and usually extinguishing those shares thereafter. The company's equity share capital and the number of shares outstanding in the market correspondingly reduced. # CAGR See Compounded Annual Growth Rate # Capital Expenditure (CapEx) Funds used by a company to acquire, upgrade, and maintain physical assets such as property, buildings, an industrial plant, technology, or equipment. # Carbon Neutral Not adding new greenhouse gas (GHG) emissions to the atmosphere through reduction initiatives and where emissions continue, they are compensated by absorbing an equivalent amount from the atmosphere through carbon offset. # Glossary # Carbon Offset Market-based instrument used to compensate for the emission of greenhouse gases into the atmosphere because of the organization's activity by reducing them somewhere else. Certified Emission Reductions (CERs) and Verified Emission Reductions (VERs) are some of the popular carbon offsets. # Cash and Cash Equivalents Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. # Cash Flow Inflows and outflows of cash and cash equivalents. # Cash Flow from Operating Activities Primarily derived from the principal revenue producing activities. Therefore, they generally result from the transactions and other events that enter into the determination of profit or loss."
+"# CBO See Cognitive Business Operations # CC See Constant Currency # Chatbots Computer programs designed to simulate conversation with human users, especially over the internet. They are typically used in dialog systems for various practical purposes like customer service or information acquisition. # Cloud See Cloud Computing # Cloud Computing The delivery of easily provisionable computing resources - servers, storage, databases, networking, software, analytics and more - over the internet, consumed on a pay-as-you-go basis. # Cloud Native A cloud native application consists of discrete, reusable components known as microservices that are designed to integrate into any cloud environment. # CMT Acronym for Communication, Media and Technology # CMMI-SVC Acronym for Capability Maturity Model® Integration For Services # Cognitive Automation The use of AI and machine learning to automate relatively more complex tasks that require reasoning capability and contextual awareness. TCS' ignio™ a leading cognitive automation software product in the market today. # Cognitive Business Operations (CBO) An integrated offering where TCS takes responsibility for the outcome of an entire slice of the customers' operations including the business processes and the underlying IT infrastructure, and uses cognitive automation to transform that operational stack. # Cognitive Computing See Artificial Intelligence # COIN See Co-Innovation Network # Co-Innovation Network This is an extended, global innovation ecosystem curated by TCS, to harness the innovation efforts of start-ups and academia, and incorporate them into transformational solutions built by TCS for its customers. # Compounded Annual Growth Rate (CAGR) The annual growth rate between any two points in time, assuming that it has been compounding during that period. # Connected Clinical Trials (CCT) Platform Part of the TCS ADD suite, CCT is an innovative software-as-a-service platform that enables life sciences companies to significantly transform patient engagement in clinical trials and improve adherence to protocols, as well as the efficiency and accountability of clinical trials. # Constant Currency The basis for restating the current period's growth after eliminating the impact of movements in exchange rates during the period. # Contextual Knowledge File: AR_TCS_2022_2023.md This is tacit knowledge pertaining to, and specific to, the granular nuances of a customer's business and IT landscape, acquired on the job over a period of time. TCS teams use their contextual knowledge to design technology solutions that are uniquely tailored for that customer, and therefore, a potential source of competitive differentiation. # Conversational AI Conversational artificial intelligence (AI) refers to technologies, like chatbots or virtual agents, which users can talk to. They use large volumes of data, machine learning, and natural language processing to help imitate human interactions, recognizing speech and text inputs and translating their meanings across various languages. # CO2e Acronym for ""Carbon dioxide equivalent"". It is a standard unit for accounting greenhouse gas (GHG) emissions from carbon dioxide or another greenhouse gases, such as SOX, NOX, methane, etc. # CPG Acronym for Consumer Packaged Goods # Core Banking System A back-end system that processes daily banking transactions and posts updates to accounts and other financial records; typically includes deposit, loan and credit processing capabilities, with interfaces to general ledger systems and reporting tools. # Glossary # Core Modernization initiatives that target the one or more elements of the organization's operations stack consisting of business processes, software systems and underlying infrastructure, usually to enable greater agility, scalability, resilience and a superior customer experience. These are typically large in scale and scope, and entail the integrated delivery of multiple capabilities. # Cyber Security Technologies, processes and practices designed to protect networks, computers, programs and data from attack, damage or unauthorized access. # Days' Sales Outstanding (DSO) A popular way of depicting the Trade Receivable relative to the company's Revenue. DSO = Trade Receivable * 365 / LTM Revenue # DSO Data Mining Data mining is the practice of obtaining valuable information from data sets. The data can be in any form, such as text, audio, or video data. Data mining aims to find actionable insights in the data that can improve business decisions or solve problems. For instance, data mining can discover customer buying patterns and target ads towards people who would likely purchase a product. # Depreciation Systematic allocation of the depreciable amount of an asset over its useful life. # DevOps Represents a new way of working to rapidly deploy new releases of a software in production using high levels of automation and tooling. TCS recommends adoption of DevOps, along with Agile for speed to market."
+"# Digital Represents new age technologies such as Social Media, Mobility, Analytics, Big Data, Cloud, Artificial Intelligence and Internet of Things. Increasingly, with these technologies becoming mainstream, this word is becoming redundant. # Digital Divide Digital Divide refers to the unequal spread of technology and the opportunities it affords between different socioeconomic groups in a society. # Digital Twin A digital replica of a physical entity. For instance, a digital twin of a factory is a virtual model of the factory built using its data, process, people information. Impact of any change in a process in the real factory can be studied by simulating the change in the digital twin. # Discretionary Spend Also known as Change the Business (CTB) spend, it is that portion of the IT budget which is used to fund projects that are not, strictly speaking, essential for day to day operations, but are more transformational in nature. In uncertain economic times, when businesses are forced to cut spends in response to decline in income, discretionary spend is often the first to be scrutinized. However, what is considered discretionary is subjective and may differ considerably amongst businesses even within the same sector. # Distributed Ledger Technology See Blockchain # Dividend One form of distribution of profits earned by the Company and is usually declared as an amount per equity share held by the Shareholders. TCS has a policy of declaring quarterly interim dividends and the final dividend is approved by the shareholders in the Annual General Meeting. # DLT See Distributed Ledger Technology # EACs Energy Attribute Certificates (EACs) are market-based instruments that can be used by the bearer to claim renewable energy consumption. Each EAC is equivalent to 1 MWh of electricity. # Earnings Per Share (EPS) The amount of that period's Net Income attributable to a single share after deducting any preference dividend and related taxes. EPS = [Net profit attributable to Shareholders of the Company - Preference dividend, if any] / Weighted average number of equity shares outstanding during the period. # Edge Computing Computing and storage that is located on servers on the edge of the network, in close proximity to the users, but not through an on-premise data center; usually reserved for low latency use cases. # EFF1 European Efficiency Classification standard, Level 1 # Effective Tax Rate (ETR) The proportion of the Profit Before Tax that is provided towards income taxes. ETR = Tax expense / Profit Before Tax # EIA Acronym for Environmental Impact Assessment. It is an environmental impact study which needs to be conducted as per Ministry of Environment and Forest (MoEF) requirements for new construction/ expansion projects. # Engineering and Industrial Services Consists of next generation product engineering, manufacturing operations transformation, services transformation, embedded software and Internet of Things. # Enterprise Agile The adoption of Agile methods across all the business functions of the enterprise, designed to empower employees, foster collaboration and drive a culture of continuous innovation at scale. # Environmental, Social and Governance Environmental, social and governance (ESG) is a system for how to measure the sustainability of a company in three specific categories: environmental, social and governance. # EPEAT Acronym for Electronic Product Environmental Assessment Tool # EPS See Earnings Per Share # ESG See Environmental, Social and Governance # ETR See Effective Tax rate # Fair Value The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. # Fintech Businesses that use technology to make financial services more efficient. Some fintech developments have improved traditional services, for example mobile banking apps, while others have revolutionized services such as pay per mile car insurance, or created new products, such as Bitcoin. # Fixed Price Contracts A form of services contracts where the vendor takes a turnkey responsibility for delivering a solution for a certain price and within a mutually agreed timeframe. The customer is billed on completion of key project milestones and related deliverables. This arrangement gives the vendor considerable flexibility in the staffing and execution of the project. On the other hand, it also means bearing the project risk. # Framework A kind of intellectual property, consisting of software which provides generic functionality for a certain business use case, and which is customized for a specific customer's needs with additional code. Use of such pre-built code reduces time to market and results in more stable, reliable solutions."
+"# Free Cash Flow Represents the cash a company generates through its operations, less the capital expenditure. Free cash flow = Cash flow from operating activities - Capital expenditure # FTE Acronym Full Time Equivalent # Function Point A function point is a granular building block of a software, based on a functional view of that system, represented by a code snippet whose logic helps the user accomplish something. The concept is used while estimating the effort for building a new application, by decomposing it into its constituent function points of varying levels of complexity. # Furlough A temporary cessation of work without pay for the employees, usually implemented by organizations facing under difficult economic conditions, and in lieu of laying off employees. # Gamification The process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation. # GDPR Acronym for General Data Protection Regulation, a European Union regulation for data protection and privacy. # Generative AI Generative AI describes any type of artificial intelligence (AI) that is capable of generating new content, including text, images, video, audio, simulations, code or synthetic data. The most popular example is ChatGPT, a large language model that uses deep learning to produce text that looks like it is written by humans. # GHGs Acronym for Greenhouse Gas. These are gases that trap heat in the atmosphere leading to global warming and climate change. # Global Capability Centers (GCC) / Captive units Captive units include both MNC-owned units that undertake work for the parents' global operations and the company owned units of domestic firms, set up in offshore locations offering cheaper labor pool, helping the parent to reduce its operational costs. # Growth and Transformation Initiatives launched to improve the enterprise's revenues, leveraging technology to adopt new business models, drive new revenue streams, enhance customer experience or target new customer segments. This is in contrast to traditional outsourcing engagements where the focus is on improving efficiency and saving costs. # G&T See Growth and Transformation # HVAC Acronym for Heating Ventilation and Air Conditioning System # Hybrid Cloud An enterprise IT infrastructure model that combines private clouds, public clouds and on premise data centers, to meet the compute and storage needs of the business. # IE3 International Electrotechnical Commission (IEC) standards, Level 3 # IGBT Acronym for Insulated Gate Bipolar Transistors # Innovation Days Focused workshops with a TCS customer where researchers and business leaders from both organizations participate to explore emerging technologies for specific customer problems. # Glossary # Innovation Forum TCS' thought leadership event that is held in North America, UK, Latin America and Japan. It brings together researchers from academia, innovators from the start-up ecosystem, technology watchers, futurists and customers to brainstorm around emerging technologies. # Inorganic Growth Growth in revenue due to mergers, acquisitions or takeovers, rather than due to an increase in the company's own business activity. # ISO Acronym for International Organization for Standardization. # Internet of Things A network of interconnected machines or devices embedded with sensors, software, network connectivity, and necessary electronics to generate and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines / devices. # Intellectual Property An asset that is the result of a creative design or idea, such as patents, copyrights, reusable code, software products and platforms, and gives the owner exclusive rights over its usage, such that no one can copy or reuse the creation without the owner's permission. # Interactive Technology Allows for a two-way flow of information through an interface between the user and the technology; the user usually communicates a request for data or action to the technology with the technology returning the requested data or result of the action back to the user. # Invested Funds Funds that are highly liquid in nature and can be readily converted into cash. Invested funds = Cash and Cash Equivalents + Investments + Deposits with banks + Inter-corporate deposits. # Involuntary Attrition A reduction in the workforce due to the employer's decision to terminate employment, instead of the employees' decision to leave. # IoT See Internet of Things. # IP See Intellectual Property. # Key Managerial Personnel At TCS, this refers to the Chief Executive Officer, Managing Director, Chief Operating Officer, Chief Financial Officer, and the Company Secretary. Please refer to the Company's policy on KMP: http://www.tcs.com/ir-corporate-governance. # kL Acronym for the unit kilo-liters used to measure volume."
+"It is a unit used to measure and report water usage in TCS' offices. # KMP See Key Managerial Personnel. # kWh Acronym for kilowatt hours used as a unit of measurement of electricity. # Large Language Models This is a language model used to train generative AI, and consists of a neural network with many parameters (typically billions of weights), trained on large volumes of unlabeled text. By tracking words in sequences, it learns both context and meaning in language, enabling it to generate text artifacts that look they were written by humans. # LatAm Acronym for Latin America. # Location Independent Agile A method to orchestrate globally distributed stakeholders and talent into Agile teams for improved speed to market in large transformational programs. It comprises processes, structure, and the technology that allows enterprises to overcome location constraints and embrace Agile methods on a global scale. # Low-Code, No Code New software development platforms that offer a drag and drop user interface to allow business users to build custom web or mobile applications without actually having to write the code. The difference between the two is related to the extent of programming ability needed. The former might still require some amount of programming, while the latter is entirely drag and drop. In addition to boosting innovation within the enterprise, these platforms also drive up productivity of programmers. # Machine First™ Delivery Model A model that integrates analytics, AI and automation deep within the enterprise to redefine how humans and machines work together and to effectively deliver superior outcomes. # Machine Learning A type of artificial intelligence that provides computers with the ability to learn behaviors without being explicitly programmed. # Managed Services This is the practice of outsourcing to one service provider, also known as the Managed Services Provider (MSP), the end-to-end responsibility for providing, or orchestrating the provision through third party providers of, services around a range of processes and functions, in order to improve efficiency, service quality, agility and scalability. # Managed Services Provider Service providers with the sole, end-to-end responsibility of providing Managed Services. # Market Capitalization The total market value of a company's total outstanding equity shares at a point in time. Market Capitalization = Last Trading Price * Total number of outstanding shares. # MEA Acronym for Middle East and Africa. # Glossary |Metaverse|A virtual 3D environment that a user can experience explore on a computer or VR headset. Users can interact with each other in several ways, including social networking, gaming, and shopping.| |---|---| |MFDM™|Acronym for Machine First Delivery Model| |Minimum Viable Product|The most basic version of a new product built in an agile development cycle, with the bare minimum functionality, made available to users at the earliest to get user feedback and validate product value with minimum investment. Once validated, its features and functionalities are continually augmented in subsequent iterative cycles.| |MJ|Acronym for Mega Joule used as a unit of measurement of energy (electricity as well as fuel use)| |Mobility|Information, convenience, and social media all combined together, and made available across a variety of screen sizes and hand-held devices.| |Moonlighting|Working more than one job at a time, taking on assignments from third parties in addition to a regular employment, usually without the employer's knowledge.| |MSP|See Managed Services Provider| |MVP|See Minimum Viable Product| |MWh|Acronym for megawatt hours used as a unit of measurement of electricity. 1 MWh=1000kWh| |Net Zero|Greenhouse gases emitted into the atmosphere due the company's activity are minimized through a series of initiatives and the residual emission is compensated by removal of equivalent amount of GHG emissions elsewhere through carbon offsets.| |Non-Controlling Interests|The share of the net worth attributable to non-controlling shareholders of the subsidiaries.| |Non-discretionary Spend|Also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected.| |Operating Model|The manner in which processes are defined and activities are organized to create and deliver value to a target audience. An IT operating model covers activities around new system development, application and infrastructure support whereas business operating models address execution of actions specific to a business function.| |Operating Model Transformation|Redefining individual processes by embedding AI, machine learning and other forms of automation to reduce the need for human intervention, resulting in a leaner operating model that is faster, more agile and more resilient."
+"Such transformations - whether in IT or business - can be significantly accelerated by the use of TCS Cognix.| |Options Contract|A hedging instrument that offers the buyer the right to buy or sell the underlying asset (such as stocks or currency) on a future date, at a specified price, for small upfront fee called options premium. Eg: TCS purchases an options contract to sell USD 1million @ ` 87/$ after 3 months, paying an option premium of ` 1 million. With this, TCS will have the right to sell USD 1million at an exchange rate of ` 87, even if the prevailing market rate at the end of three months is, say ` 85. On the other hand, if the market rate is higher, say ` 89, then TCS can choose to let the options contract lapse and instead sell at the market rate.| |Order Book|See Total Contract Value| |Organic Growth|The revenue growth a company can achieve by increasing its existing business activity. This does not include growth attributable to takeovers, acquisitions or mergers.| |PAS 2060|It is an internationally recognized standard by the British Standards Institution to verify and substantiate an organization' claim of carbon neutrality.| |PaaS|See Platform as a Service| |Personalization|Segmentation and responding to individual transactions, customized for a single customer in a single instance.| |Platforms|A group of technologies that are used as a base upon which other applications, processes or technologies are developed. Useful for optimizing costs and efforts, and eliminating iterative tasks to drive strategic business initiatives.| |Platform as a Service (PaaS)|A category of cloud computing that provides a platform and environment to allow developers to build applications and services over the internet. PaaS services are hosted in the cloud and accessed by users simply via their web browser.| |Power Usage Effectiveness|It is the ratio of total amount of electricity used by a data center facility to the electricity used by the computing equipment in the data center.| # Glossary |Pricing|The price charged to the customer for a billable effort, turnkey project or a certain process outcome, depending on the nature of the contract. Some use this term interchangeably (and somewhat inaccurately) with the average revenue realized by the company per utilized effort on an aggregate basis. See Realization.| |---|---| |Private Cloud|Refers to a model of cloud computing where IT infrastructure, in terms of compute and storage resources, are provisioned for the dedicated use of a single organization.| |Product|In the technology context, refers to a packaged software program that is made available to multiple customers either on a license basis, or on a subscription basis, to enable the execution of certain common tasks or processes or business functions in a standardized way. This is the opposite of bespoke or custom software which is built to specifications to meet a customer's unique needs.| |Public Cloud|A computing service model used for the provisioning of storage and computational services to the general public over the internet. Public cloud facilitates access to IT resources on a 'pay as you go' billing model.| |PUE|See Power Usage Effectiveness| |R&I|Acronym for Research & Innovation| |Realization|The revenue received by the company per utilized effort. Pricing varies by service and by market. Consequently, there can be changes in realization compared to a prior period, due to changes in the underlying business or geographic mix during the period. This does not necessarily mean that like-to-like pricing has changed. Also, realization doesn't take into account the costs and therefore, higher realization is not necessarily more profitable.| |RECs/ GOs|Renewable Energy Certificates / Guarantees of Origin are EACs used in different markets.| |Related Party Transactions|Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged. Please refer to the Company's policy on Related Party Transactions: http://www.tcs.com/ir-corporate-governance.| |Revenue|The income earned by the Company from operations by providing IT and consulting services, software licenses, and hardware equipment to customers.| |RFP|Acronym for Request for Proposal, meaning a document that solicits proposal, often made through a bidding process, by an entity interested in procurement of IT services, to potential service providers to submit business proposals. An RFP is floated early in the procurement cycle and requested information may include basic corporate information and history, financial information, technical capability and estimated completion period, and customer references.| |Robotic Process Automation|The use of software tools to automate high-volume, repeatable tasks that previously required humans to perform. RPA is best suited for relatively simple and stable processes."
+"Dynamic changes in the environment require ongoing upkeep of the robots, diluting the economic benefit of the automation. Increasingly, customers are preferring cognitive automation over RPA.| |RPA|See Robotic Process Automation| |SBWS™|See Secure Borderless Workspaces| |Scope 1, Scope 2, Scope 3 emissions|Green house gas emission accounting categories as per the Greenhouse Gas Protocol.| |Secure Borderless Workspaces™|TCS' innovative operating model rolled out in response to the COVID-19 disruption. It is a fully location agnostic extension of the Location Independent Agile model, enabling employees to work remotely, while retaining the same high rigor in project management, governance and security. The fully distributed nature of this model is better suited to ensure business continuity. It leverages TCS' prior investments and incorporates the learnings and best practices around network management, standard service delivery environment, digitized governance processes, heavy use of collaborative and cloud based technologies and an internal SOC benchmarked to the best in the industry.| |Security Operations Center|A Security Operations Center is responsible for protecting an organization against cyber threats. SOC analysts perform round-the-clock monitoring of an organization's network and investigate any potential security incidents.| |SEZ|See Special Economic Zone| |Shareholder Payout Ratio|The proportion of earnings paid to shareholders as compared to the Company's earnings, i.e. Net Income attributable to Shareholders of the Company. Payout can be in the form of dividend and share buyback, including taxes thereon.| |Simplification|The rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers. The primary purpose is to shrink the IT footprint and make operations leaner and more efficient.| |SOC|See Security Operations Center| # Glossary |Sole Sourced|Non-competitive agreements that allow a single vendor to fulfill the needs of the contractual requirements.| |---|---| |Contract|These types of contracts can be won when the competitor set narrows down significantly and comes down to a single vendor discussion, given the nature of the client's solution requirements.| |Special Economic Zone|In India, these are designated areas in which business and trade laws are different from the rest of the country, with various benefits and tax breaks to promote exports, attract investments, and create local jobs.| |STEM|An acronym for education in the fields of science, technology, engineering and math.| |T&M|See Time and Materials Contract| |TCFD|Acronym for Task Force on Climate-related Financial Disclosures| |tCO2e|Acronym for tonnes of carbon dioxide equivalent| |TCS Pace™|A brand promise that represents the way TCS channels its domain knowledge and organizational units - business and technology services, industry solutions units, and the research and innovation organization - into internal and external co-innovation programs.| |TCS Pace Port™|Physical spaces where TCS Pace can be experienced. These spaces are close to academic and start-up hubs, and enclose innovation showcases, Agile workspaces and think spaces. They encourage brainstorming, design thinking and collaborative innovation with internal and external partners.| |TCV|See Total Contract Value| |Time and Materials Contract|A form of services contract where the customer is billed for the effort (in hours, days, weeks, etc.) logged by the project team members. Project risk is borne by the customer. This contrasts with Fixed Price Contracts.| |Total Contract Value|An aggregation of the value of all the contracts signed during a period and a useful indicator of demand, and near term business visibility.| |Turnkey Contracts|See Fixed Price Contracts| |Unearned and Deferred Revenue|For invoices raised in line with agreed milestones for services yet to be delivered. In other words, it is the amount that has been invoiced although the underlying effort is yet to be expended.| File: AR_TCS_2022_2023.md |Vendor Consolidation|A strategy to reduce costs and the overheads of managing a large number of vendors. Usually entails aggregating work currently outsourced to a large number of small providers, and transferring it to a smaller, select set of winning bidders. Besides cost reduction, clients use this to reduce complexity and accelerate their cloud transformation journeys. Selecting a single strategic partner with end to end capabilities to maintain the legacy estate and support the modernization drives efficiency, accountability and speed.| |Virtual Reality|Artificial, computer-generated simulation or recreation of a real-life environment or situation."
+"It engages users by offering simulated reality experiences firsthand, primarily by stimulating their vision and hearing.| |Virtualization|The abstraction of IT resources - like a server, client, storage or network - that masks the physical nature and boundaries of those resources from the users of those resources.| |Voluntary Attrition|Refers to reduction in workforce resulting from employees willingly leaving the organization to pursue other opportunities, spend time with family, or for some other personal reason.| |VR|See Virtual Reality| |XR|Extended reality, an umbrella term that covers augmented reality, virtual reality and mixed reality.| |Y-o-Y|Year-on-Year| Disclaimer: This glossary is intended to help understand commonly used terms and phrases in this report. The explanations are not intended to be technical definitions. If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail. # Sustainability Disclosures # Identification of Material Topics TCS conducts annual materiality assessments to update the list of material topics. The key elements of that assessment include: # Key Elements of Annual Materiality Assessments: Stakeholder interactions result in the identification of a broad funnel of issues important to each of the constituencies. TCS' Engagement with stakeholders uses discussions with internal and external stakeholders, as well as its own judgment, to prioritize and arrive at a list of material topics with significant economic, environmental, or social impacts on TCS' business, reputation, and operations. The company looks at the role of TCS in wider sustainability issues, the impact the company has through its customer engagements and its operations, and the role that the company experts play in professional associations, industry forums and other thought leadership activities to address important issues raised by stakeholders. 1 GRI 3-1 Annual Report 2022-23 # Key Material Topics # Key Concerns, Boundary of impact and TCS approach to them are listed below: |Material Topics|Why this is material|Key Concerns|TCS Approach (Page Reference Number)*|Boundary of impact|GRI Indicators| |---|---|---|---|---|---| |Corporate Governance|Strong corporate governance that considers stakeholder concerns, engenders trust, oversees business strategies, and ensures fiscal accountability, ethical corporate behavior, and fairness to all stakeholders is core to achieving the organization's longer-term mission.|- Governance Structure and composition - Independence of the Board and Minority Interest - Avoidance of conflict of interest - Board oversight - Disclosure and Transparency - Value, ethics and compliance - Enterprise Risk Management - Succession Planning - Remuneration Policy |- CG>> Pg 113 - CG>> Pg 113, 114 - CG>> Pg 114 - CG>> Pg 115 - CG>> Disclosures >> Pgs 125 to 127 - MDA >> Internal financial control systems and their adequacy >> Pg 105 - CG>> Pg 114 - MDA>> Pgs 95 to 104 - CG>> Pg 115 - CG>> Pg 122 |Internal|2-9, 2-10, 2-11, 2-12, 2-13, 2-14, 2-15, 2-19| |Business Sustainability|A financially strong, viable business that is able to adapt to changing technology landscapes to remain relevant to customers and profitably grow its revenues year-on-year is essential to meet longer term expectations of stakeholders.|- Economic performance - Demand sustainability - Investments in capability development |- Financial Capital >> Pg 16,17 - Letter to Shareholders >> Pgs 8 to 11 - MDA >> Strategy for sustainable growth >> Pgs 86 to 88 - MDA >> Business outlook >> Pg 94,95 - MDA >> Enabling investments >> Pg 87 - Intellectual Capital >> Pg 20,21 |Internal|2-22, 201-1| |Talent Management|The company's ability to attract, develop, motivate, and retain talent is critical to business success.|- Talent acquisition - Talent development - Culture and Diversity - Employee retention - Employee Engagement - Competitive Compensation - Occupational Health and safety |- MDA >> Pg 89 - MDA >> Pg 90 - MDA >> Pg 89, 90 - MDA >> Pg 91 - MDA >> Pg 91 - MDA >> Pg 91 - MDA >> Pg 91 |Internal|401-1, 401-2, 401-3, 403-1, 403-2, 403-5, 403-6, 403-9, 403-10, 404-1, 405-1, 405-2, 406-1| 2 GRI 3-2 3 GRI 3-3 * MDA: Management Discussion and Analysis, CG: Corporate Governance Report, BRSR: Business Responsibility and Sustainability Report Integrated Annual Report 2022-23 Sustainability Disclosures | 331 # Material Topics |Why this is material|Key Concerns|TCS Approach (Page Reference Number)*|Boundary of impact|GRI Indicators| |---|---|---|---|---| |Social Responsibility|The business must be rooted in community and be aligned with the community's larger interests."
+"Any adversarial relationship can hurt the company's ability to create longer term value.|- Social Capital &gt;&gt; Pg 23 - BRSR &gt;&gt; Pg 162, 177 |External|204-1, 207-1, 207-2, 207-3, 308-1, 308-2, 413-1, 414-2| | |Local communities| | | | | |Supplier Social and Environmental Assessment| | | | | |Education and skill development| | | | | |Job creation| | | | | |Taxes payable in different regions|- CG &gt; Tax strategy &gt;&gt; Pg 115 - Consolidated Financial Statements &gt;&gt; Income taxes &gt;&gt; Pgs 235 to 239 - Country-wise subsidiary income taxes &gt;&gt; Pgs 316 to 320 | | | | |Environmental stewardship|- Natural Capital &gt;&gt; Pg 24, 25 |Internal|302-1, 302-3, 303-1, 303-2, 303-3, 303-4, 303-5, 305-1, 305-2, 305-3, 305-4, 305-5, 306-2, 306-3, 306-4, 306-5| |Environmental Footprint|Business sustainability is linked to the planet's sustainability. Moreover, good environmental practices result in greater operational efficiency, adding to financial sustainability.|- Natural Capital &gt;&gt; Pg 24, 25 - BRSR &gt;&gt; Pg 168 | | | | |Energy consumption| | | | | |GHG emissions|- BRSR &gt;&gt; Pgs 169, 170, 175 | | | | |Water management|- BRSR &gt;&gt; Pg 173, 174 | | | | |Waste management|- BRSR &gt;&gt; Pg 171, 172 | | | # Climate change risk and opportunities assessment and management # Aligned with Taskforce on Climate-related Financial Disclosures (TCFD) Framework # Governance # A) Describe the board's oversight of climate-related risks & opportunities. Different Board committees oversee different aspects of climate-related risks and opportunities. # Stakeholder Relationship Committee (SRC) - The SRC is chaired by an independent director and comprises of 3 members including the CEO. It reviews the climate change strategy, approach, and performance of the organization. - The SRC formally meets twice every year to review policies and sustainability performance, including climate change and carbon performance. The board oversight helps drive the program effectively with greater accountability. - The CEO as a part of the SRC, is directly responsible for the efficient operations of the facility and hence is better able to review performance and drive improvement. The quarterly updates go from the Chief Human Resources Officer (CHRO) and is supported by the Head- Environmental Sustainability, Health and Safety. - TCS' carbon reduction goal to reduce its absolute greenhouse gas emissions across Scope 1 and Scope 2 by 70% by 2025 (over 2016 base year), and to achieve net zero emissions by 2030, was reviewed and approved by the committee. # Risk Management Committee (RMC) - The RMC is chaired by an independent director and comprises of 5 members including one additional independent director, 2 executive directors, i.e., CEO, COO, and one company executive, CFO. - The RMC formulates, monitors, and reviews the company's risk management policy. - Climate change risks and opportunities are covered under the strategic and operational risks for the Company and are reviewed in the RMC committee meetings. # Corporate Social Responsibility Committee (CSRC) - The CSRC is chaired by the Company's Chairman and additionally comprises one independent director and one executive director. The committee formulates, monitors, and reviews the company's CSR policy and outcomes, including climate action related projects. - The Board members meet on a quarterly basis and review their activities. # B) Describe management's role in assessing & managing climate-related risks & opportunities. - The Chief Operating Officer is responsible for overall ESG related challenges, targets and achievements. - Responsibility for driving and tracking climate change mitigation initiatives lies with the Chief Human Resources Officer. He reports to the Board sub-committee on sustainability related matters. Head, Environmental Sustainability Health and Safety (ESHS) reports to the CHRO. The ESHS team comprises of environmental sustainability professionals who monitor various climate change related data points including emissions and support the implementation of emission reduction initiatives across TCS locations in collaboration with action owners within the organization. Location level targets are monitored by the location level operations and ESHS teams. - For environmental risk assessment, mitigation, and adaptation, TCS has a well-defined structure with an Enterprise Risk Management Unit which is headed by a Chief Risk Officer. This unit reviews all risks associated with the company operations. ERM categorizes risks and opportunities into Strategic, Operational, Financial, Compliance and Catastrophic. - The risk identification process is carried out for the entire organization and its value chain to assess all risks including the physical, compliance, operational and reputational risks due to climate change and the business opportunities associated with it. Unit level risk assessments are done to assess the physical risks of climate change."
+"These are then rolled up to the enterprise-level risk portfolio register and suitably included. These risks are reviewed on a half yearly basis or as required. - As TCS' customers respond to climate change actions, the company is seeing opportunities to provide technology-led solutions to help them achieve their sustainability goals. Recent events have accelerated digital adoption, put the spotlight on supply chain resilience and added urgency to the sustainability imperative. TCS leveraged its deep expertise in IoT, advanced analytics. and machine learning to come up with a suite of offerings in this space, including intellectual property such as Clever Energy™, IP2™, and TCS Envirozone™. Clients across industries such as retail, manufacturing, utilities and consumer goods are engaging the company to develop innovative technology led solutions to reduce energy consumption, or to measure and track green-house gas emissions across their end-to-end supply chain, reduce their carbon footprint, reduce waste and promote recycling. # Strategy 6 # A) Describe the climate-related risks and opportunities the organization has identified over the short, medium, and long term. Current regulation TCS is required to follow all the environmental regulations around emissions, water discharge, waste recycling etc. Compliance to these regulations is monitored as part of the company's risk management function and integrated into its mitigation plans. TCS discloses its performance against various environmental parameters as per the Securities and Exchange Board of India (SEBI) mandated Business Responsibility & Sustainability Reporting (BRSR) framework, which is a part of this Integrated Annual Report. Emerging regulation Emerging regulations including carbon taxes (coal or fossil fuel taxes leading to escalation in the electricity tariff), mandatory energy audits are examples which impact TCS. Regulations around procurement of renewable energy, which is a key driver of the company's climate change mitigation plan, is also ever evolving in all major geographies. TCS keeps a close watch on the emerging regulations and plans its organizational sustainability strategy and roadmap to adapt to those changes. Technology With more energy efficient and eco-friendly building and IT equipment coming in the market, keeping TCS offices eco-efficient is an ongoing process wherein the company evaluates the technology and suitability and works on a phaseout plan to move to the new more efficient technology. These are considered as operational risks and opportunities which drive the company to make its infrastructure more climate resilient. Additionally, TCS is one of the market leaders in the cloud migration opportunity, helping clients migrate their workloads from owned data centers to hyperscaler clouds, significantly reducing the carbon footprint associated with those workloads. Legal TCS tracks environmental legal compliance (air emissions, water discharges, waste management and others) on a periodic basis and has a robust internal compliance management system to identify and comply with all legal requirements of current, amended and new regulations. Market Climate change is driving a lot of changes in TCS' customer behaviour, thus creating new markets and new opportunities, giving the company an opportunity to partner with them in their climate change mitigation journey by providing solutions, services, and process automation which helps in emission reduction. Reputation Reputational risk is relevant to the company as the investor and customer community is becoming increasingly aware of climate change related issues. It is important to demonstrate leadership in climate action to maintain TCS' reputation. Acute physical Acute physical risks associated with extreme weather events is relevant as TCS has substantial operations in coastal cities in India which are exposed to potential extreme weather events like heavy precipitation, flood, and cyclones. E.g., The company offices located in coastal cities like Chennai, Bhubaneshwar, Kolkata, Kochi are exposed to physical risks from cyclonic events and therefore adequate mitigation plans are in place. Chronic physical Having presence in many major cities across the world, TCS is subject to climate change related chronic physical impacts like change in precipitation pattern, with resultant effects like drought or flood. Also, with TCS's presence in coastal cities like Chennai, Mumbai, Kochi, Trivandrum, Kolkata, rise in sea level and related impacts like land submergence, salt water intrusion, disruption to network and communication systems are more likely. These risks are long term and included from perspective of planning appropriate infrastructure. 6 TCFD Strategy A, B and C. The time horizon considered by TCS during the current year for its assessment of short, medium and long term are 0 to 5 years, 5 to 10 years and 10 to 20 years respectively."
+"nte˥rate˟ ƪnnual 5e˱ort 202223 Sustainability Disclosures | 334 # B) Describe where and how climate-related risks and opportunities have influenced the organization business, strategy and financial planning. |Products and services|Have climate-related risks and opportunities influenced your strategy in this area?|Description of influence| |---|---|---| |Yes|As TCS' customers respond to climate change actions, the company is seeing opportunities to provide technology-led solutions to help them achieve their sustainability goals. The change in technology consumption reflects the prevailing trends in the economy. Recent events have accelerated digital adoption, put the spotlight on supply chain resilience and added urgency to the sustainability imperative.| | |Each of these represents an opportunity that can contribute towards the growth of not just as one company, but of the ecosystem as a whole. TCS leveraged its deep expertise in IoT, advanced analytics, and machine learning to come up with a suite of offerings in this space, including intellectual property such as Clever Energy™, IP2™, and TCS Envirozone™.|Each of these represents an opportunity that can contribute towards the growth of not just as one company, but of the ecosystem as a whole. TCS leveraged its deep expertise in IoT, advanced analytics, and machine learning to come up with a suite of offerings in this space, including intellectual property such as Clever Energy™, IP2™, and TCS Envirozone™.| | | |Clients across industries such as retail, manufacturing, utilities and consumer goods are engaging TCS to develop innovative technology led solutions to reduce energy consumption, or to measure and track green-house gas emissions across their end-to-end supply chain, reduce their carbon footprint, reduce waste and promote recycling.|Clients across industries such as retail, manufacturing, utilities and consumer goods are engaging TCS to develop innovative technology led solutions to reduce energy consumption, or to measure and track green-house gas emissions across their end-to-end supply chain, reduce their carbon footprint, reduce waste and promote recycling.| | | |Supply chain and/or value chain|Have climate-related risks and opportunities influenced your strategy in this area?|Description of influence| |---|---|---| |Yes|Supply Chain sustainability through responsible sourcing is one of the risk mitigations identified by the Company under its sustainability risk. TCS's Green Procurement policy outlines its commitment to making its supply chain more responsible and sustainable.| | |Energy efficiency is one of the major procurement considerations in all the company's IT and other infrastructure assets procurement as this is directly correlated with TCS' emission profile.|Energy efficiency is one of the major procurement considerations in all the company's IT and other infrastructure assets procurement as this is directly correlated with TCS' emission profile.| | | |Climate related risks play a very important role in the company's supply chain engagements, and TCS is working with its suppliers to bring in improvements in carbon performance along with other ESG elements.|Climate related risks play a very important role in the company's supply chain engagements, and TCS is working with its suppliers to bring in improvements in carbon performance along with other ESG elements.| | | |Investment in R&D|Have climate-related risks and opportunities influenced your strategy in this area?|Description of influence| |---|---|---| |Yes|TCS' investments in research and innovation have resulted in solutions like Envirozone™, Clever Energy and IP2™. TCS has been using Clever Energy for the last few years to reduce its energy consumption and is now offering these to clients to help them achieve their sustainability goals.| | |Additionally, TCS has been investing in building green campuses (IGBC certified).|Additionally, TCS has been investing in building green campuses (IGBC certified).| | | |Operations|Have climate-related risks and opportunities influenced your strategy in this area?|Description of influence| |---|---|---| |Yes|Climate Change risks play an important consideration in TCS' operations. The company has created an environmentally sustainable approach by creating green policies, processes, frameworks, and infrastructure.| | |TCS' campuses are designed to withstand extreme weather events and the business continuity plans are tested periodically to ensure continued operations without any disruption. Green buildings, efficient operations, green IT, the use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles are integral to the company operations.|TCS' campuses are designed to withstand extreme weather events and the business continuity plans are tested periodically to ensure continued operations without any disruption."
+"Green buildings, efficient operations, green IT, the use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles are integral to the company operations.| | | |All these initiatives are helping TCS achieve its Net Zero target by 2030.|All these initiatives are helping TCS achieve its Net Zero target by 2030.| | | # Have climate-related risks and opportunities influenced your strategy in this area? Direct costs, Capital expenditures, Capital allocation, Assets Yes TCS has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on the lines of the globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. Climate risks and opportunities are the key factors while making financial considerations especially while making investments in offices, equipment, and renewable energy. Investment in these areas constitutes a substantial share of the company's overall capital investment. Major investments are in green buildings, roof top solar and other energy efficiency initiatives. In FY 2023 TCS has invested ₹3,063 crore in projects to improve environmental and social impacts. These investments, along with other mitigation steps, helped the company reduce its Scope 1 and 2 emissions by 71% from base year 2016. These initiatives also help the company to position itself as a leader in the climate domain contributing to TCS' market value. # C) Describe the resilience of the organization's strategy, taking into consideration different climate-related scenarios, including a 2 degree Celsius or lower scenario # Climate related scenario # Transition scenarios The climate change scenario analysis conducted for TCS takes a multi-level approach to identify climate risk and opportunity hot spots, interdependencies, and interaction with global macro trends. The top-down analysis of the macro environmental trends that will impact the company at global level included a) nature loss and ecological degradation, b) resource scarcity and driving value chain innovation, c) changing customer and workforce preferences, d) the rise of extreme weather, e) increasing regulations, pricing and disclosure of externalities, f) digitalization and prevalence of infectious diseases and g) rising incomes. Detailed analysis was conducted of material climate change transition risks and opportunities across value chain and assessment of interdependencies between climate risks and opportunities including identification of areas of potential magnification and hedge opportunities. The key value drivers analysis assesses climate risks and opportunities across 3 stages of the value chain including a) Supply Chain (input supplies costs, disruption and access to supplies) b) Operations (carbon costs, operating costs, insurance/ damage costs due to disruption of operation) and c) End markets (demand for low carbon services/ products, market share and competition). In the transition scenario, the IEA B2DS approach has been selected as its more conservative scenario. The inputs included IPCC reports, the NDCs, the SDGs and Government of India plan on energy efficiency and solar energy. The assumptions used in the analysis also considered the anticipated growth of TCS over the years and increased energy demand. Changing customer behavior and carbon costs are assessed as a transition risk to TCS with a growing number of jurisdictions at regional and national level planning to implement a carbon tax or emission trading scheme. # Physical climate The climate change scenario analysis conducted for TCS had a multi-level approach to identify climate risk and opportunity hot spots, interdependencies, and interaction with global macro trends. The top-down analysis of the macro environmental trends that will impact the company at global level included a) nature loss and ecological degradation, b) resource scarcity and driving value chain innovation, c) changing customer and workforce preferences, d) the rise of extreme weather, e) increasing regulations, pricing and disclosure of externalities, f) digitalization and prevalence of infectious diseases and g) rising incomes. Detailed analysis was conducted on a) material climate change physical risks and opportunities across value chain, and b) assessment of interdependencies between climate risks and opportunities including identification of areas of potential magnification and hedge opportunities."
+"The key value drivers' analysis assesses climate risks and opportunities across 3 stages of the value chain including a) Supply Chain (input supplies costs, disruption and access to supplies) b) Operations (carbon costs, operating costs, insurance/damage costs due to disruption of operation) & c) End Markets (demand for low carbon services/products, market share and competition). The physical risk is assessed using the RCP 8.5 scenario. The RCP 8.5 scenario takes a global warming between 3-4 degrees above pre-industrial levels which is a conservative scenario and helps us understand the worst-case climate impacts on our operations. Inputs for the assessment included IPCC reports, the NDCs, the SDGs and Government of India plan on energy efficiency and solar energy. The assumptions used in the analysis also considered the anticipated growth of TCS over the years and increased energy demand. Few strategies to mitigate physical risks of climate change include: 1. A robust Business Continuity Plan (BCP) to respond to climate events. 2. Investments in climate resilient infrastructure (for cyclone, floods). # Risk Management # A) Describe the organization's processes for identifying and assessing climate related risks # B) Describe the organization's processes for managing climate-related risks Kindly refer to the 'Enterprise Risk Management' section in Management Discussion and Analysis (Pages 95 to 104), which is a part of this Integrated Annual Report. # C) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization's overall risk management # Metrics and Targets # A. Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process. - a) Greenhouse Gas (GHG) Emissions. Absolute Scope 1, Scope 2, and Scope 3; emissions intensity - b) Climate-related Opportunities-. Proportion of revenue, assets, or other business activities aligned with climate-related opportunities. File: AR_TCS_2022_2023.md - c) Remuneration- Proportion of executive management remuneration linked to climate considerations Please refer to the 'Natural Capital' section (Page 24) and BRSR section >> Principle 6 (Pages 168, 169, 170, 175), which is a part of this Integrated Annual Report. Please refer to the BRSR section >> (Pages 152, 155), which is a part of this Integrated Annual Report. Please refer to the Corporate Governance Report >> Remuneration Policy (Page 122), which is a part of this Integrated Annual Report. For executive directors, the variable component i.e., commission is based on the company's performance- which includes sustainability- and their individual performance. 7 TCFD Risk Management A, B and C 8 TCFD Metrics and Targets A, B and C Integrated Annual Report 2022-23 Sustainability Disclosures | 337 # B. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions, and the related risks. Please refer to the 'Natural Capital' section (Page 24) and BRSR section >> Principle 6 (Pages 168, 169, 170, 175), which is a part of this Integrated Annual Report for disclosures on GHG emissions. Please refer to the 'Enterprise Risk Management' section in Management Discussion and Analysis (Pages 95 to 104), which is a part of this Integrated Annual Report for emissions related risks. # C. Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets. Please refer to the 'Natural Capital' section (Page 24, 25), which is a part of this Integrated Annual Report. Integrated Annual Report 2022-23 Sustainability Disclosures | 338 # GRI Content Index TCS' Integrated Annual Report 2022-23, which includes the financial disclosures and the Business Responsibility and Sustainability Report, is aligned with the Global Reporting Initiative (GRI) Standard, UN Sustainable Development Goals (SDG) and TCFD framework. The Report also conforms to the United Nations Global Compact (UNGC) principles and forms the basis of the company's Communication on Progress (CoP) with the UNGC. The following table provides the mapping of disclosures for FY 2023 against the GRI standard (Comprehensive) requirements and TCFD recommendations mapping. TCS is on a continuous journey to advance its' ESG initiatives and reporting and will continue to evaluate and enhance ESG disclosures as the company makes progress. |GRI Standard Disclosure and Description|TCFD Disclosure|Section *|Page No.| |---|---|---|---| |GRI 2: General Disclosures 2021| | | | |1. The organization and its reporting practices| | | | |2-1 Organizational details|* BRSR| |145| |2-2 Entities included in the organization's sustainability reporting|* BRSR| |146, 148| |2-3 Reporting period, frequency and contact point|* BRSR| |145| |2-4 Restatements of information|* BRSR| |146| |2-5 External assurance|* BRSR| |146, 152| |2."
+"Activities and workers| | | | |2-6 Activities, value chain and other business relationships|* BRSR| |146| |2-7 Employees|* BRSR| |147| |2-8 Workers who are not employees|* BRSR| |147| |3. Governance| | | | |2-9 Governance structure and composition|* CG|* BRSR|113, 152| |2-10 Nomination and selection of the highest governance body|* CG| |113| |2-11 Chair of the highest governance body|* CG| |114| |2-12 Role of the highest governance body in overseeing the management of impacts|* Governance A & B|* CG|114, 115| |2-13 Delegation of responsibility for managing impacts|* Governance A & B|* BRSR|166| | |* CG| |152| | |* TCFD Disclosures| |333| |2-14 Role of the highest governance body in sustainability reporting|* Governance A & B|* CG|115| |2-15 Conflicts of interest|* CG| |114| |2-17 Collective knowledge of the highest governance body|* BRSR| |153| |2-19 Remuneration policies|* Metrics and Targets A|* CG|122| | |* BRSR| |165| |2-21 Annual total compensation ratio|* BRSR| |165| |4. Strategy, policies and practices| | | | |2-22 Statement on sustainable development strategy|* MDA|* BRSR|86, 152, 8| |2-23 Policy commitments|* BRSR| |151, 153, 166, 182| |2-24 Embedding policy commitments|* BRSR| |151, 165, 166| |2-25 Processes to remediate negative impacts|* BRSR| |149, 157, 160, 166, 179, 181| |2-27 Compliance with laws and regulations|* BRSR| |153, 173| |2-28 Membership associations|* BRSR| |177| |5."
+"Stakeholder engagement| | | | |2-29 Approach to stakeholder engagement|* BRSR| |162| |2-30 Collective bargaining agreements|* BRSR| |158| Requirement 7: Publish a GRI content index * MDA: Management Discussion and Analysis, CG: Corporate Governance Report, BRSR: Business Responsibility and Sustainability Report Integrated Annual Report 2022-23 Sustainability Disclosures | 339 # GRI Standard Disclosure and Description # GRI 3: Material Topics 2021 # 3-1 Process to determine material topics # 3-2 List of material topics # 3-3 Management of material topics # GRI 200: Economic Performance # GRI 201: Economic Performance 2016 # 201-1 Direct economic value generated and distributed # 201-2 Financial implications and other risks and opportunities due to climate change # 201-3 Defined benefit plan obligations and other retirement plans # GRI 202: Market Presence # 202-1 Ratios of standard entry level wage by gender compared to local minimum wage # GRI 204: Procurement Practices 2016 # 204-1 Proportion of spending on local suppliers # GRI 205: Anti-corruption 2016 # 205-2 Communication and training about anti-corruption policies and procedures # 205-3 Confirmed incidents of corruption and actions taken # GRI 207: Tax 2019 # 207-1 Approach to tax # 207-2 Tax governance, control, and risk management # 207-3 Stakeholder engagement and management of concerns related to tax # GRI 300: Environmental Performance # GRI 302: Energy 2016 # 302-1 Energy consumption within the organization # 302-3 Energy intensity Metrics used to assess climate-related risks and opportunities in line with its strategy and risk management process # GRI 303: Water and Effluents 2018 # 303-1 Interactions with water as a shared resource # 303-2 Management of water discharge-related impacts # 303-3 Water withdrawal # 303-4 Water discharge # 303-5 Water consumption # GRI 304: Biodiversity 2016 # 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas # 304-2 Significant impacts of activities, products and services on biodiversity # 304-3 Habitats protected or restored # GRI 305: Emissions 2016 # 305-1 Direct (Scope 1) GHG emissions # Annual Report 2022-23 # TCFD Disclosure |Section|Page No.| |---|---| |Sustainability Disclosures: Identification of Material Topics|330| |BRSR|150| |Sustainability Disclosures: Identification of Material Topics|331| |MDA|95, 150| |BRSR|151, 160| |Sustainability Disclosures: Identification of Material Topics|161, 172| |Financial Capital|16| |Risk Management A, B and C| | |MDA|95 to 104| |BRSR|150| |BRSR|156| |BRSR|165| |BRSR|179| |BRSR|153| |BRSR|154| |CG|115| |TC-SI-130a.1|BRSR 168, 173| |TC-SI-130a.1|BRSR 168| |Metrics and Targets A|BRSR 155, 171, 176| |Natural Capital|24| |CG Report|122| |BRSR|169, 172| |BRSR|169| |TC-SI-130a.2|BRSR 168| |TC-SI-130a.2|BRSR 173, 174| |TC-SI-130a.2|BRSR 168| |BRSR|172| |BRSR|176| |BRSR|176| |Metrics and Targets B|BRSR 169| Sustainability Disclosures | 340 # GRI Standard Disclosure and Description |Disclosure|TCFD Disclosure|Section|Page No.| |---|---|---|---| |305-2 Energy indirect (Scope 2) GHG emissions|* Metrics and Targets B|* BRSR|169| |305-3 Other indirect (Scope 3) GHG emissions| |* BRSR|175| |305-4 GHG emissions intensity| |* BRSR|169, 175| |305-5 Reduction of GHG emissions|* TC-SI-130a.3|* BRSR|170| | |* Metrics and Targets B|* Natural Capital|24| |Risks related to GHG Emissions|* Metrics and Targets B|* MDA|95 to 104| |Metrics and targets used to assess and manage relevant climate related risks and opportunities|* Metrics and Targets C|* Natural Capital|24| # GRI 306: Waste 2020 |306-2 Management of significant waste-related impacts|* BRSR|155, 156, 172| |---|---|---| |306-3 Waste generated|* BRSR|171| |306-4 Waste diverted from disposal|* BRSR|171| |306-5 Waste directed to disposal|* BRSR|171| # GRI 308: Supplier Environmental Assessment 2016 |308-1 New suppliers that were screened using environmental criteria|* BRSR|155, 177| |---|---|---| |308-2 Negative environmental impacts in the supply chain and actions taken|* BRSR|177| # GRI 400: Social Dimension # GRI 401: Employment 2016 |401-1 New employee hires and employee turnover|* Human Capital|18|* BRSR|148| |---|---|---|---|---| |401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees| |* BRSR|156| | |401-3 Parental leave| |* BRSR|157| | # GRI 402: Labor/Management Relations 2016 402-1 Minimum notice periods regarding operational changes * MDA 91 # GRI 403: Occupational Health and Safety 2018 |403-1 Occupational health and safety management system|* BRSR|158| |---|---|---| |403-2 Hazard identification, risk assessment, and incident investigation|* BRSR|159, 160| |403-5 Worker training on occupational health and safety|* BRSR|158| |403-6 Promotion of worker health|* BRSR|159| |403-9 Work-related injuries|* BRSR|160, 161| |403-10 Work-related ill health|* BRSR|160, 161| # GRI 404: Training and Education 2016 |404-1 Average hours of training per year per employee|* BRSR| |158|* Human Capital|19| |---|---|---|---|---|---| |404-3 Details of performance and career development reviews of employees|* BRSR| |158| | | # GRI 405: Diversity and Equal Opportunity 2016 |405-1 Diversity of governance bodies and employees|* Human Capital|18|* BRSR|147| |---|---|---|---|---| |405-2 Ratio of basic salary and remuneration"
+"of women to men|* BRSR|165| | | # GRI 406: Non-discrimination 2016 406-1 Incidents of discrimination and corrective actions taken * BRSR 166 # GRI 413: Local Communities 2016 413-1 Operations with local community engagement, impact assessments, and development programs * BRSR 172, 179 # GRI 414: Supplier Social Assessment 2016 414-2 Negative social impacts in the supply chain and actions taken * BRSR 162 # Annual Report 2022-23 Sustainability Disclosures | 341 NO_CONTENT_HERE # TCS was ranked amongst the second most Valuable IT Services Brand # Brand Finance Awards # TCS Summit North America 2022 # Awards & Recognition # 2027 |top|top|FutureBrand|KANTAR BRANDZ| |---|---|---|---| |ENAOYER 2023|@NALOYER 2023|Brand Finances|GOLD| |THE STEVIE AWARDS|FOR GREAT EMPLOYERS|ToP 2|MOST VALUADLE SERVICES BRAND| |Forbes|top|mea|digital Impact| |STEMIES|TCDP|2022|26| |MANAGEMENT|COMSULTIHG FIRIS|202|MARKETING EXCELLENCE| |2022 AWARDS|WINNER|IURUN| | |LinkedIn|HURUN burgundy|bt500|#1MFUSTCMoR| |Uk DuIA MiewITechket|INDIA|2021/22|EUROPE| Sed ut prespiciatis unde omnis iste natus error sit voluptatem accusantium doloremque totam rem aperiam, eaque ipsa quae ab illo inventore et quasi architecto. Get Started YOUR LOGO 50civic The Drum 2022 FTSEAGood START UP # TCS Safe Harbor Clause Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and uncertainties that could cause actual results to differ materially from market expectations. These risks and uncertainties include, but are not limited to, our ability to manage growth, intense competition among global IT services companies, various factors which may affect our profitability, such as wage increases or an appreciating Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, cyber attacks or security breaches, pandemics, natural disasters and general economic conditions affecting our industry. TCS may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements. # IT Services # Business Solutions # Consulting Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 www.tcs.com File: AR_TCS_2023_2024.md # TATA # TCS/SE/38/2024-25 May 8, 2024 National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East) Mumbai - 400051 P. J. Towers, Dalal Street, Mumbai - 400001 Symbol - TCS Scrip Code No. 532540 Dear Sirs, # Sub: Annual General Meeting Notice, Integrated Annual Report 2023-24 The twenty-nineth Annual General Meeting (""AGM"") of the Company will be held on Friday, May 31, 2024 at 3.00 p.m. IST through Video Conferencing (""VC"")/ Other Audio Visual Means (""OAVM""). Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Integrated Annual Report containing the Notice of AGM for the financial year 2023-24 which is being sent only through electronic mode to the Members, who have registered their e-mail addresses with the Company/ Depositories. The Integrated Annual Report containing the Notice is also uploaded on the Company's website www.tcs.com. This is for your information and records. Thanking you, Yours faithfully, For Tata Consultancy Services Limited Pradeep Manohar Gaitonde Company Secretary # cc: 1. National Securities Depository Limited 2. Central Depository Services (India) Limited 3. Link Intime India Private Limited TATA CONSULTANCY SERVICES TATA Consultancy Services Limited 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel. 91 22 6778 9595 Fax 91 22 6778 9660 e-mail corporate.office@tcs.com website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021. Corporate identification No."
+"(CIN): L22210MH1995PLC084781 # Integrated Annual Report | 2023-2024 # Backdrop: TCS Gitanjali Park Campus, Kolkata, India 20 years of creating value for you 20 years of value creation Since our IPO in 2004 (2004 - 2024) # Integrated Annual Report # About TCS Tata Consultancy Services is an IT services, consulting and business solutions organization that has been partnering with many of the world's largest businesses in their transformation journeys for over 56 years. Its consulting-led, cognitive powered, portfolio of business, technology and engineering services and solutions is delivered through its unique Location Independent Agile™ delivery model, recognized as a benchmark of excellence in software development. A part of the Tata group, India's largest multinational business group, TCS has over 601,000 of the world's best-trained consultants in 54 countries. The company generated consolidated revenues of US$29.1 billion in the fiscal year ended March 31, 2024, and is listed on the BSE and the NSE in India. TCS' proactive stance on climate change and award-winning work with communities across the world have earned it a place in leading sustainability indices such as the MSCI Global Sustainability Index and the FTSE4Good Emerging Index. For more information, visit www.tcs.com # Transforming Industries The TCS' FY 2023-24 (FY 2024) Integrated Annual Report delves into the capability of technological innovations and their impact on business models. Technology is increasingly an enabler in what enterprises can do to adapt and thrive in this new era. Businesses are relying on technologies to help improve their competitive advantage, drive strategy and growth. From Banking, Retail and Manufacturing to Healthcare and Utilities, technology is Transforming Industries in the way they operate, and enhance their customer and employee experience. TCS, with its full services capability and industry specific contextual knowledge, has always remained relevant to clients and stayed close to them in the past technology cycles. The synergistic relationship between Cloud and AI/GenAI technology, is ushering in a significant shift in how industries approach innovation and efficiency. With over half of the workforce trained in AI/ML and Gen AI, TCS will continue to be clients' trusted transformation partner. # Recent Annual Report Themes |FY 2023|FY 2022|FY 2021|FY 2020|FY 2019| |---|---|---|---|---| |Innovating for Greater Futures|Building on Belief|Purpose-driven.|Resilient. Adaptable|Growth and Transformation with Business 4.0TM| # Content |About TCS|02| |---|---| |Board of Directors|04| |Management Team|05| |Letter from the Chairman|06| |Letter from the CEO|08| |The Year Gone by|11| |Integrated Reporting Framework| | |TCS Integrated Business Model|15| |Financial Capital|16| |Human Capital|18| |Intellectual Capital|20| |Social Capital|22| |Natural Capital|24| |Consolidated Financial Statements| | |Independent Auditor's Report|173| |Consolidated Balance Sheet|180| |Consolidated Statement of Profit and Loss|181| |Consolidated Statement of Changes in Equity|182| |Consolidated Statement of Cash Flows|184| |Notes forming part of the Consolidated Financial Statements|186| |Standalone Financial Statements| | |Independent Auditor's Report|241| |Standalone Balance Sheet|250| |Standalone Statement of Profit and Loss|251| |Standalone Statement of Changes in Equity|252| |Standalone Statement of Cash Flows|254| |Notes forming part of the Standalone Financial Statements|256| |Statement under section 129 of the Companies Act, 2013 relating to Subsidiary Companies|304| |Glossary|307| |Sustainability Disclosures| | |Stakeholder Engagement and Identification of Material Topics|315| |Climate Related Disclosures|318| |GRI Content Index|325| |Statutory Section| | |Notice|35| |Directors' Report|55| |Management Discussion and Analysis|69| |Awards and Accolades|91| |Corporate Governance Report|93| |Corporate Social Responsibility|117| |Business Responsibility and Sustainability Report|127| # Integrated Annual Report 2023-24 # Board of Directors |Non-Independent, Non Executive|Independent, Non Executive| | | | |---|---|---|---|---| |N Chandrasekaran|Aarthi Subramanian|O P Bhatt|Dr Pradeep Kumar Khosla|Hanne Sorensen| |C C M N|M N|C M M I|C M I|M M I| |Non-Independent, Executive| | | | | |K Krithivasan|N G Subramaniam|Keki Al-Noor Ramji| | | |CEO & MD|COO & ED|M M M NE|M M I| | Average Age (years): 57 Average Tenure on the Board (years): 0 Board Independence (%): 56% Average Tenure of Independent Directors on the Board (years): 0 |Audit Committee|Nomination and Remuneration Committee| |---|---| |Stakeholders' Relationship Committee|Corporate Social Responsibility Committee| |Executive Committee|Risk Management Committee*| * Samir Seksaria (Chief Financial Officer), is also a member of the Committee Integrated Annual Report 2023-24 # Management Team # Management |K Krithivasan|Chief Executive Officer and Managing Director| |---|---| |N G Subramaniam|Chief Operating Officer and Executive Director| |Samir Seksaria|Chief Financial Officer| |Milind Lakkad|Chief Human Resources Officer| |Dr."
+"Harrick Vin|Chief Technology Officer| |Abhinav Kumar|Chief Marketing Officer| |Madhav Anchan|General Counsel Legal| |Pradeep Manohar Gaitonde|Company Secretary| # Business Heads # Industries |Suseel Vasudevan|Banking Financial Services and Insurance| |---|---| |Shankar Narayanan|Banking Financial Services and Insurance| |Debashis Ghosh|Life Sciences, Healthcare, Energy, Resources and Utilities| |Krishnan Ramanujam|Consumer Business Group| |Anupam Singhal|Manufacturing| |V Rajanna|Technology, Software and Services| |Akhilesh Tiwari|Communications, Media and Information Services| # Markets |Suresh Muthuswami|Chairman - TCS North America| |---|---| |Amit Bajaj|North America| |Amit Kapur|UK & Ireland| |Sapthagiri Chapalapalli|Europe| |Girish Ramachandran|Growth Markets| # Services |Siva Ganesan|AI.Cloud| |---|---| |Vikram Karakoti|Enterprise Solutions| |Ganesa Subramanian Vaikuntam|Cyber Security| |Ashok Pai|Enterprise Cognitive Business Operations| |Regu Ayyaswamy|IOT & Digital Engineering| |Kamal Bhadada|TCS Interactive| # Integrated Annual Report 2023-24 # Letter from the Chairman Dear Shareholder, In FY 2024, your company has continued to deliver strong performance. I am pleased to share with you that your company has crossed annual revenues of ₹240,893 crore, a growth of 6.8%, over the previous year. With relentless focus on operational excellence, this growth has come at an industry leading operating margin of 24.6%*, an increase from 24.1% last year. The order book for FY 2024 came at an all-time high of US$ 42.7 billion supported by strong client relationships and engagement. Client metrics continue to exhibit healthy progress with strong client additions. Employee retention continues to be at benchmark levels in the industry. TCS has been selected as a Top Employer of Choice in 32 countries. TCS has retained its ranking as the second most valuable global IT services brand, valued at US$19.2 billion, an increase of US$2 billion from last year. After two years of recessionary fears, persistently high inflation, and unprecedented monetary tightening, the global macro-outlook looks relatively better now with improving growth, disinflation, and monetary easing in sight. Across industries globally, there are multiple mega trends that are shaping priorities of businesses: AI, New Energy, Supply Chain and Talent. - GenAI technologies will impact almost every sector and country going forward. Enterprises have already invested in cloud, data infrastructure and large processing power which will aid AI/ GenAI. GenAI will not only improve productivity, but also create impact we hitherto have not seen or imagined. The global environment around the world continues to go through significant shifts. Post the pandemic, which resulted in supply chain shocks, there was an economic slowdown especially in developed markets. While initial signs of stability began to emerge, the military conflicts have further intensified this year and continue to impact the global supply chains. - Global energy transition is accelerating, and businesses are making clear commitments towards a sustainable future. The energy requirement of our fast-changing world is enormous. Key is to lower the cost of energy while also transitioning to renewables. This transition requires large investment in technology, electric mobility, renewable power, hydrogen and sustainable fuel. *Excludes settlement of legal claim Integrated Annual Report 2023-24 # Letter from the Chairman * Geo-political challenges are continuing to alter established supply chains and companies are rebalancing their supply chains to address both resilience and efficiency. New global supply chain ecosystems are being created, with India playing an important role in advanced manufacturing. * Advanced manufacturing, new technologies like AI, new energy, data and business models are changing the future of work and are compelling new skillsets to be built for the future. * Secure networks have become a key necessity as data is the foundation for businesses of today. These networks power everything from predictive analytics and AI to personalized customer experiences. As value of data increases, along with concerns of privacy and protection, it has rightly become a focal point of security for all businesses. The key question is what these disruptions mean to the IT services industry and how your company is preparing for these? As enterprises globally prepare to respond to these mega trends, we see multiple opportunities for your company. Every industry is embracing these trends and their business is being shaped for the future. For example: * The deployment of AI and GenAI will significantly help financial institutions in both driving efficiency as well as target new customers and serve customers in a very personalized manner. For example, Insurance claims will be processed in a matter of minutes, lending and disbursements will become much faster. * Adoption of new energy solutions and AI technology is driving the future of automobiles. It is not only driving reduction of emissions but also providing a new level of customer experience."
+"* AI is accelerating drug development by screening millions of compounds, predicting interactions and generating new candidates for testing. * Connected medical devices together with AI and GenAI will transform Healthcare in a significant way. It will enhance productivity, enable remote care and help overcome shortage of skilled resources. * In Advanced manufacturing, an AI-first approach will drive new benchmarks in productivity, efficiency and sustainability. These transitions will require substantial investment in technology across industry sectors. Your company is making significant investments and building capabilities to partner with customers during this phase of rapid technological shifts: * In FY 2024, TCS has consolidated AI and Cloud expertise with the creation of the AI.Cloud unit. In addition, each of the business groups are developing domain-specific AI/GenAI offerings relevant to the industry value chain. Over 300,000 employees have been upskilled on GenAI technologies in FY 2024. TCS' products and services are also being enhanced with AI capabilities. For example, TCS BaNCSTM is enriching its product portfolio with integrated AI/ML and GenAI capabilities; AI is also being embedded in Cybersecurity services to enable predictive capabilities. * To partner with customers on their energy transition agenda, TCS is investing in research on green hydrogen, biofuels; developing digital platforms to help customers reduce Scope 1/2/3 emissions. Our proprietary ESG framework enables enterprises to build transparency into operations and simplifies compliance reporting. * TCS is pioneering the engineering of the 5G/6G communication stacks using open standards. Two state-of-the-art labs for future ready communication infrastructure and interoperability have been setup at Bengaluru and Gurugram. Investments are being made in multiple niche technologies such as 5G SA Core, O-RAN radios, to build these solutions indigenously. * Your company continues to invest in upskilling its talent base of over 600,000 employees. Employees are actively leveraging experiential and personalized learning on a wide range of emerging technologies, clocking over 51 million learning hours in FY 2024. TCS continues to build strong talent supply chains with deep partnerships with leading educational institutions, shaping the curriculum for new skill needs for the future. On behalf of the Board of Directors of the company, I want to thank you for your continued trust, confidence, and support. Warm regards, N Chandrasekaran Chairman * Telecom industry globally is upgrading communication infrastructure to 5G/6G. These high speed, low latency networks, along with edge compute and AI will become the backbone of businesses in future. Integrated Annual Report 2023-24 # Letter from the CEO Dear Stakeholder, It is my privilege to be writing to you from this desk as we near 20 years to our listing since August 25, 2004. Over the last two decades, your company's Revenue and Net Profits have grown at a compounded annual growth rate of over 18% each. It has been almost a full year since my transition as CEO, and I am happy to report that it has been a very stable and seamless experience for all our stakeholders. During this period, we refocused on our industry and technology expertise, emphasized and refreshed the core values that define who we are as a company, and doubled down on customer centricity and employee empathy. We had a strong finish to the fiscal year FY 2024, with revenue for the year at ₹240,893 crore. This is, a growth of 6.8% over the previous year (3.4% in constant currency). Demand for our services showed remarkable resilience as macroeconomic uncertainties and geopolitical volatilities continued in major markets through the year. This growth came with an industry leading operating margin of 24.6%. More importantly we exited the year with a quarterly operating margin of 26% in Q4, demonstrating our commitment to the margin band of 26% to 28%. Our Net Margin was at 19.3%. The Earnings Per Share was at ₹127.742, a growth of 10.9% over the prior year. Among the Business Segments, Manufacturing grew 10.6%, Life Sciences and Healthcare grew 8.7%, Banking, Financial Services and Insurance grew 5.6%, Consumer Business grew 4.9%, Communication, Media and Technology grew 4.6%, while Others grew 14.5% (YoY in reported currency). Among geographies, growth was led by emerging markets: Latin America grew 21.1%, India grew 20.3%, Middle East & Africa grew 14.8% while Asia Pacific grew 4.0%. The UK grew 17.7%, Continental Europe grew 6.5%. North America grew 2.3% (YoY in reported currency)."
+"We are seeing strong deal momentum across markets resulting in double-digit growth in our TCV of US$ 42.7 billion, which reflects our deepening partnership with our clients and gives us optimism for the medium to long term growth outlook. In keeping with our capital allocation policy of returning substantial free cashflow to shareholders, the Board has recommended a final dividend of ₹28 per share, bringing the total dividend for the year to ₹73 per share. The company also successfully completed its fifth buyback program, distributing ₹17,000 crore to shareholders. For the full year, the company's shareholder payout was ₹47,445 crore, which will be our largest payout to date. Our average shareholder payout has been more than 100% during the last 5 years. # Letter from the CEO # Business Overview Established in 1968, our company has been a pioneer in the IT industry, across various technology cycles. At each of these defining moments, we refocused our investments, reinvented ourselves, and helped clients transform their businesses to stay ahead of the technology curve. During FY 2024, customers continued reprioritization of projects in favor of those which are considered business-critical and where ROI realization is likely faster. We continue to see pressure on customers' discretionary spending. The recently won deals are converting into revenue as planned, the ongoing engagements started during the pandemic are being re-examined for the incremental value generated. While transformation remains a key ask, customers are expecting the same to be funded through savings from operations. Hence, the key engagement themes we saw during the year were around cost optimization and cloud transformation. Demand was led by vendor consolidation, cloud migration and transformation, customer and employee experience enhancement, operating model transformation, business process optimization, supply chain initiatives, sustainability, AI enablement i.e. creating a cloud and data foundation for AI, and early-stage AI-infused transformational engagements. Today, clients are seeing cloud as a strategy for business transformation and growth. The shift to cloud-native products and platforms is being fast-tracked, to achieve increased collaboration, security, scalability and efficiency. Hybrid, multi-cloud platforms are now becoming mainstream. Cloud adoption is a catalyst for innovation, and a strategy for business and growth itself. It provides the unifying digital fabric that forms the foundation for a connected future--one that continues to unfold with each technological advancement, including generative AI (GenAI). We launched several initiatives this year to inculcate a strong engineering culture among our employees and build deeper skills in market relevant technologies like Cloud, AI, Cyber Security and more. TCS is collaborating with all the hyperscalers and entering new partnerships with other important players in the AI ecosystem to upskill at scale and build AI computing infrastructure to develop AI solutions for our customers. The rise of GenAI has been catching customers' attention, and it promises a leap in productivity and accelerates the creation of new products and services. Although still in the early stages of adoption, the use of GenAI is expected to transform every industry. Many of our clients who are early adopters have begun experimentation and exploration on various use cases of GenAI, with our help. # The Innovation Edge Exploring innovative uses of GenAI continues to be a key focus area. We are helping our customers to use AI to: 1. Assist, leveraging AI to supplement tacit knowledge with contextual knowledge to boost work effectiveness 2. Augment, accelerating elite performance through collaborative intelligence, where humans and machines complement and magnify each other's talents 3. Transform, leaping to a knowledge-driven superstructure with fast, consistent, and high-quality decision output to deliver new ways of working and the full realization of enterprise-wide AI We have created one of the largest AI / ML and GenAI talent pools in the industry. We have doubled down on partnerships in areas such as AI, cloud, quantum computing and cybersecurity. These early investments have given TCS a head start in being a partner in our customers' technology adoption journey. With our contextual knowledge and domain expertise, engineering DNA and intellectual capital, we have been the preferred partner for many customers in their strategic initiatives. This year, we signed several deals that are industry-defining in nature. We have included narratives about the work we did for BSNL - building an indigenous network, a true nation building project and how we built an advanced post trading platform for SIX in this Integrated Annual Report. Our continued investments in Research and Innovation, and in building intellectual property, have further strengthened our transformational credentials."
+"Many of our earlier R&I programs have matured into successful platforms and solutions which performed very well this year and helped differentiate our growth. We leveraged TCS HOBSTM to transform Celcom Axiata Berhad's core business support systems. For PostNord, TCS TwinXTM is helping increase sorter capacity, remove bottlenecks, and improve the collection and distribution sort plan. Similarly, TCS OmnistoreTM is helping European home improvement company Kingfisher orchestrate a faster, smoother, and seamless checkout experience. # Building a Skilled Workforce Our approach to talent is strategic -- we consider our employees as key stakeholders in our growth. Our ability to cycle through different technology and business model changes, continuously embrace new knowledge and stay relevant, defines us and gives us a significant edge over our competitors. We have a strength of 601,546 employees, and our LTM attrition in IT services was 12.5%, down by 760 bps over the previous year. Our workforce continued to be very diverse, with over 152 nationalities represented and with women making up 35.6% of the employee base. Integrated Annual Report 2023-24 # Letter from the CEO We launched several initiatives this year to inculcate a strong engineering culture among our employees and build deeper skills in market relevant technologies like Cloud, AI, Cyber Security and more. TCS is collaborating with all the hyperscalers and entering new partnerships with other important players in the AI ecosystem to upskill at scale and build AI computing infrastructure to develop AI solutions for our customers. In FY 2024, TCSers logged 51 million learning hours, and acquired nearly 5 million competencies. A culture of lifelong learning and innovation, by closely linking learning with careers and rewards, has placed us as the Global Top Employer for the 9th consecutive year, across 32 countries -- placing us as one in only 16 organizations worldwide to achieve this status. # Embracing Aalingana We have fully adopted Project Aalingana, the Tata group's sustainability roadmap and the aim is to be net zero by 2045, integrating sustainability into business strategy and concentrating on three interlinked pillars of the project, i.e., promoting the decarbonization of our company and value chains; utilizing a systematic, circular economy approach to reduce resource usage and waste; and protecting and regenerating the environment. We continue to make good progress in our net zero journey, on the environmental front. TCS had set a target to reduce its absolute Scope 1 and Scope 2 emissions by 70% by 2025 and become net zero by 2030. We are well ahead of our initial Scope 1 and 2 targets and have achieved a reduction of 80% in Scope 1 and 2 emissions in FY 2024 over a baseline of 2016. We are doing this by increasing use of renewable sources of energy and improving energy efficiency. The company's strategy for reducing emissions includes addition of more green buildings to the company's real estate portfolio, reduction of IT system power usage, responsible sourcing, and the use of TCS Clever EnergyTM, which leverages IoT, machine learning and AI to optimize energy consumption across campuses. TCS is not only improving its own sustainability but also helping clients develop and implement their sustainability strategies and improve outcomes. We have built a comprehensive suite of over 200 offerings in sustainability services and solutions across different industry verticals. These solutions help enterprises decarbonize their operations and create net-zero pathways, addressing biodiversity loss and growing inequity. We help customers embed circularity in their products and services, by helping design agile, resilient, and sustainable supply chains and promoting reuse, recapture, and recycling. # Passion for Our Purpose TCS is meaningfully connecting marginalized groups, including women and youth, to economic opportunities. We continue to work with communities across the world, pursuing our long-standing commitment to programs in the areas of education, literacy for livelihood, skilling for employment, and digital entrepreneurship; while exploring areas of healthcare, digital inclusion, water, climate and sustainability. Through clearly defined focus areas and strategic programs, our work has impacted the lives of over 7.1 million people. We are working with public and social sector organizations to help close the literacy gap among the most marginalized adults, helping them access government entitlements and improving access to livelihood. We are empowering students in government schools with 21st century skills, introducing them to careers of the future, while empowering and building capacity of the teachers and education system. By working with other private sector organizations, we are helping marginalized youth transition from college to meaningful careers across a variety of sectors."
+"Our digital entrepreneurs are connecting disadvantaged communities in rural and aspirational districts across India with front line services in social welfare, banking, finance, insurance, health, e-commerce, logistics and more. Our employee volunteer program called HOPE (Hours of Purpose by Employees) resulted in over 6.7 million hours dedicated to purpose projects across dimensions of biodiversity, mental health, climate action, circularity, literacy, education, skilling, mentoring, conservation and more covering the 17 UN Sustainable Development Goals. # Greater Governance Governance at TCS encompasses ensuring ethical and transparent business conduct, addressing sustainability risks and opportunities and aligning robust disclosure requirements under the aegis of the board. At TCS, the Tata Code of Conduct serves as a guide for all employee behavior. File: AR_TCS_2023_2024.md TCS consciously embeds the highest standards of governance in its operations. We have a holistic compliance framework and an integrated governance structure that encourages a strong commitment to global Environment, Social and Governance (ESG) disclosure standards for promoting transparency and accountability. As part of the Tata Group, we have long recognized the ESG stewardship as core to our purpose. We have a proud legacy of pioneering positive change, not just within the industry but in the communities where we operate as well, and our commitment remains steadfast. # Looking Ahead Our all-time high order book, continued deal flow and pipeline velocity give us confidence in our business momentum. Looking forward, we see greater opportunities ahead, as businesses become more technology-intensive and depend on technology to drive competitive differentiation and transform their industries. Our integrated business model which drives value creation for all our stakeholders, will continue to help us benefit from each new wave of technology change, and be a force multiplier for our growth and leadership in years to come. We thank you for your continued support in our journey ahead. Best regards, K Krithivasan Chief Executive Officer and Managing Director Integrated Annual Report 2023-24 # The Year Gone By Announced a 15-year expansion of its partnership with Aviva, the UK's leading insurance, wealth and retirement provider, to transform Aviva's UK life business and enhance customer experience leveraging the TCS BaNCSTM platform. As part of this, the end-to-end policy administration and servicing will expand to cover over 5.5 million policies. Announced a final dividend of ₹28 per share, taking the total dividend for the year to ₹73 per share. The company also completed its fifth successful buyback returning ₹17,000 crore to shareholders, wherein the buyback process was completed in record time of 63 days. The total shareholder payout for the year was ₹47,445 crore. Recognized as a Global Top Employer by the Top Employers Institute for the ninth consecutive year, for TCS' pioneering employee engagement and talent development initiatives. TCS was also named a top employer in 32 countries and regions, including Europe, the UK, the Middle East, North America, Latin America, and South-East Asia. Ranked the #1 IT service provider for customer satisfaction in Europe in an independent survey of over 2,000 CXOs of the continent's top IT spenders by Whitelane Research, for the 11th consecutive time. The study also revealed that TCS demonstrated an 'exceptional' level of performance across five key IT domains: Digital Transformation, Workplace Services, Security Services, Application Services and Cloud Services, where TCS scored more than 80%, and maintained a healthy lead compared to industry average scores. Launched an AI Experience Zone to foster hands-on proficiency in AI and GenAI for its employees. Within this immersive environment, TCS employees can explore, engage, and experiment with cutting-edge GenAI-powered applications, creating innovative use cases, with all necessary guardrails and while upholding Responsible AI principles. # FORTUNE Featured on FORTUNE® Magazine's 2024 list of the World's Most Admired Companies, also featured in the Forbes Global 2000 Rankings of the largest companies in the world. Ranked the second most valuable IT services brand (brand value up 11.5% to US$19.2 billion) by Brand Finance, with the incremental US$2 billion growth being the highest absolute growth posted among the Top 25 leading IT firms in the world. Former Executive Director, Phiroz Vandrevala, passed away in January 2024. He was a key part of the leadership team and made many significant contributions, such as being part of the efforts to take TCS public in its IPO in 2004, opening-up new markets, mentoring a new generation of TCSers, and in building a strong foundation for the company in the life and pensions industry."
+"Enabled Europe's most modern post-trade platform with Euroclear Finland, the national central securities depository of Finland, to integrate its core platform with the European securities settlement engine. This transformation program ensures easier cross-border settlements for investors in Finnish securities, attract more investment into the country, improve access to capital for Finnish issuers and also reduce cross-border settlement risks and costs for investors. Launched TCS Pace Port™ London, the company's sixth global research and co-innovation hub, which is set to become a dynamic center for cutting-edge technology research and development in the region. The Pace Port will focus on innovation across a cross-section of industries, government priorities and critical national infrastructure while creating an ecosystem of experiences. Integrated Annual Report 2023-24 # The Year Gone By Sponsored 13 running events through the year, including the TCS New York City Marathon, TCS Amsterdam Marathon, TCS London Marathon, TCS Toronto Waterfront Marathon and TCS Lidingöloppet, where total distance covered by the runners crossed more than 80 million miles. Partnered with Macquarie University to launch the TCS GoZero Hub, a research and innovation center to guide Australian organizations in their journeys towards net zero carbon emissions. Aligning with the central themes of COP28, this hub will focus on five core themes - energy transition, carbon management, nature positive future, circular economy and sustainable waste management, and climate adaptation and resilience - and how to limit and prepare for future climate change. The TCS GoZero Hub will also support education pathways, providing relevant skills and knowledge to prepare students for successful, future-focused careers. # TCS New York City Marathon # TCS London Marathon Professor Dan Johnson, Pro Vice-Chancellor - Research, Innovation and Enterprise, Macquarie University; K. Krithivasan, CEO & MD, TCS; and Girish Ramachandran, President, TCS Growth Markets at the launch of the TCS GoZero Hub in Sydney. # TCS Toronto Waterfront Marathon Paid tribute to the passing away of Mr. Y P Sahni, one of the members of the original founding team at TCS, who laid the foundations of the company and served as the President till his retirement in 1996. Selected by ASX, Australia's primary securities exchange to provide a next generation clearing and settlement platform to service the Australian market. TCS will leverage its flagship product TCS BaNCS for cash equities clearing and settlement. Signed a multi-year partnership with ASDA in a divestiture and digital transformation deal, to help implement a new organization-wide IT operating model, following its divestiture from Walmart. The strategic partnership will leverage TCS' cloud, AI, and security solutions to help ASDA deliver the divestiture smoothly, on-time and securely, in addition to further enabling ASDA in enhancing its customer experience and innovation capabilities to help increase their market share and retain price leadership. Partnered with The Munch Museum in Oslo, to create immersive and interactive drawing experiences for local visitors and global audiences. Scientists from TCS Research will leverage their expertise in AI and Machine Learning to bring Edvard Munch's artworks and creative process to life through the power of digital innovation. TCS will also provide IT consultancy, collaborative workshops, and talent exchanges to help create immersive museum experiences that showcase the future of art. Integrated Annual Report 2023-24 # The Year Gone By Partnered with SIX, the operator of the Swiss and Spanish financial market infrastructures, to transform its post trade market infrastructure, which offers greater flexibility, security, and ease of maintenance and its modern, cloud-ready architecture can also integrate more easily with digital ecosystems, opening-up possibilities of innovative new products and services. The program is more scalable and currently processes more than 4 million transactions per day, covering more than 60 global markets. The signing of the Swiss Securities Clearing Corporation (SECOM) deal in 1989, marked TCS' entry on the global stage, competing with a select set of large consulting firms for executing large, complex programs involving deep domain expertise. SIX' mission critical core platform was originally built by TCS, and was one of the world's first online real-time settlement systems. Selected by BSNL, state-owned telecom operator of Government of India, to roll out a modern 4G/5G mobile communication infrastructure across India covering 100K telecom sites, as part of its efforts to build indigenous telecom technology and local manufacturing of the telecom gear. Choosen by British Council, the UK's international organization for educational opportunities and cultural relations, to transform its professional services function that includes Finance, Procurement, Human Resources and Digital & Technology."
+"TCS will leverage its contextual knowledge, deep domain expertise and proprietary platforms to help develop more innovative and user-friendly services. The partnership will also enable the British Council to focus on improving the quality and efficiency of services, ultimately leading to an enhanced customer experience. Partnered with JLR, a large UK based multinational automobile company, to accelerate digital transformation across its business. TCS will deliver a broad range of services spanning application development & maintenance, enterprise infrastructure management, cloud migration, cybersecurity, and data services. TCS will help JLR transform to a leaner and scalable operating model with a future-ready digital core, by leveraging new technologies to transform IT operations and adopting new ways of working. # GeM Selected as a strategic partner by the Government of India to transform the Government e-Marketplace (GeM) platform, into a world-class platform. The project will enable growth and scale, improve inclusivity for MSME enterprises, enhance data analytics for improved supply-chain operations and provide enriched user experience through innovation and domain expertise of TCS. Integrated Annual Report 2023-24 # The Year Gone By Partnered with Dassault Systèmes through its Living Heart Project that unites an ecosystem of cardiovascular researchers, educators, medical device developers, regulatory agencies including US FDA, and practicing cardiologists, to develop and validate realistic digital simulations of the human heart. The TCS Bio Digital Twin is a biophysics-based high-fidelity computational model developed by TCS' researchers, to enable investigation of the function of a particular human organ remotely and non-invasively. # Imagine the Digital Twin Difference Imagine the difference it might make to simulate heart going through elevated stress. * Created the first-ever digital heart of long-distance runner, two-time Olympian, and Boston Marathon champion Des Linden. The twin will help see, measure, and monitor the heart going through significant stress--and predict with high accuracy how it will perform, to transform how the athlete trains. At the 2023 TCS New York City Marathon Expo at the Javits Center in New York City, two-time Olympic marathoner Des Linden (right) examines a digital twin of her heart being developed by Tata Consultancy Services, next to Dr. Srinivasan Jayaramen, Principal Scientist at TCS. TCS is developing a digital twin version of her heart to showcase how digital twin technology is set to transform how elite athletes train, compete, and manage their health while demonstrating the power and potential of personalized health and wellness. (Photo credit: Joe Hale) Selected by Nest, UK's largest workplace pension scheme, to digitally transform its scheme administration services with a future-ready, digitally enabled, omnichannel platform powered by TCS BaNCSTM. TCS will leverage the latest technologies and data analytics to deliver enhanced, personalized, and self-directed experiences to members. This will enable Nest's 12 million members and 1 million employers to access the right information at the right time, in the way that suits them best. Awarded a 10-year contract by the UK's Department for Education (DfE) to manage the scheme administration services and further enhance customer experiences for the Teachers' Pension Scheme in England and Wales. TCS' future-ready, digitally enabled, omnichannel platform, powered by TCS BaNCSTM, will enable accurate administration of pension records, payment of benefits, effective scheme finance management, proactive member engagement and easy access to information. Engaged by Standard Life International DAC, a wholly owned subsidiary of the Phoenix Group, to transform its operating model and enhance the customer experience for its policyholders in Europe, using the TCS Digital Platform for Life and Pensions, powered by TCS BaNCS. TCS will set up a customer operations center in Germany, and a future-ready Life and Pensions Digital Platform for Germany and Austria. As part of the transformation, TCS will create comprehensive, omnichannel, journey-based digital experiences for policyholders and advisors. Integrated Annual Report 2023-24 # TCS Integrated Business Model # Integrated Five Capitals Business Model Value Creation using the | | | |Financial capital|Sources of funds from business activities| | |---|---|---|---|---|---| |Natural Capital|Non-renewable Resources| | | | | |Renewable and| | | | | | Stakeholder Operations Payout, Reserves Research & Innovation Products & Platforms Services & Solutions Sales, Project Management, Delivery, Quality Management Customer Goodwill/Brand Value/CSR/Taxes Talent Acquisition Talent Engagement Talent Development Contextual Knowledge # Value CUSTOMER ENGAGEMENT Integrated Annual Report 2023-24 # Financial Capital Issue Price on 25th Aug 2004: ₹850 TCS' longevity is a testimony to the strength of our business model and our ability to reinvent ourselves in an ever-evolving technology landscape to stay relevant to our customers while remaining focused on creating value for all our stakeholders."
+"# Outcomes - Best in class profitability and strong balance sheet provide greater ability to invest in newer capabilities and to weather economic downturns - Superior Return Ratios - Sustained long term cashflow - Consistently high shareholder returns # TCS Value Creation and Distribution | |FY 2023|FY 2024|% of FY 2024 Revenue|Y-o-Y Growth (%)| |---|---|---|---|---| |Revenue from operations|225,458|240,893|100.0|6.8| |Employee cost|127,522|140,131|58.2|9.9| |Other cost of operations *|43,699|41,451|17.2|(5.1)| |R&D and innovation expense|2,500|2,751|1.1|10.0| |Community Investments|866|953|0.4|10.0| |Tax expense *|14,604|16,262|6.8|11.4| |Shareholder payout including proposed final dividend|42,079|47,445|19.7|12.8| * Excludes settlement of legal claim in FY 2024 # Absolute Share Price Return (20 Years of Listing 2004-2024) 40003500300025002000150010005000 Baseline2 = 100 Closing Price as on 31st Mar 2024: ₹3,884 Aug 04 Mar 05 Mar 06 Mar 07 Mar 08 Mar 09 Mar 10 Mar 11 Mar 12 Mar 13 TCS 14 15 16 17 18 19 20 21 22 23 24 BSE IT 3 Times 1:1 Bonus Share Buyback# Dividends paid # 1 GRI 201-1 2 Adjusted for Bonus shares # From listing till Jan'2024, not considered while calculating share price return # Financial Capital # Revenue Trend |CAGR 10.5%| | |Operating Profit Trend| | | | | | |---|---|---|---|---|---|---|---|---| | | | | |25.9%|25.3%| | | | | | | |24.6%| | |24.1%| | | | | | |24.6%| | | |86.19|156,949| |89.27|164,177| | | | | | | | |191,754|103.62| | | | | | | | |225,458|115.19| | | | | | | | # FY 2020 2021 2022 2023 2024 # Operating Profit (₹ crore) 240,893 127.74 # Earnings per share |CAGR 9.0%| | |OCF and Cash Conversion| | | | | |---|---|---|---|---|---|---|---| | | | | |116.2%|100.1%| | | | | | | | |104.2%|99.6%| | |96.8%|38,580|32,369| | | | | | |31,895|42,481|38,802| | | | | | # FY 2020 2021* 2022 2023 2024 # Operating Cash Flow (OCF) (₹ crore) 39,949 (Amount in ₹) 48,453 # OCF to Net Profit Ratio 38,010 54,237 41,965 # Cash Usage for the last 20 years # # Shareholder Payouts 42,079 100%+ 45,097 59,311 101.5% # Average Payout 47,445# Shareholder Distribution 77.5% over last 5 years # Invested Funds |11.2%|Capex|4|10.1%| |---|---|---|---| | |M&A|1.2%| | # FY 2020 2021 2022 2023 2024 # Shareholder Payout (including Dividend, Special Dividend, Buyback and taxes) Shareholder Payout ratio # # includes proposed final dividend # * Excludes provision (in FY 2021) and settlement (in FY 2024) of legal claim # Integrated Annual Report 2023-24 # 18 Human Capital # Best in Class Talent Management Workforce |12.5%|Talent Retention| |---|---| |601,546|Globally distributed, highly localized attrition in IT services| |LTM|Revert to normal range in FY 2024| # Talent Diversity and Inclusion Rising up the ranks % Women improved at mid- and senior levels over last 5 years |152|Nationalities| |---|---| |~214,000+|Women| |35.6% of workforce|44.0%| |58%+ Increase in senior women executives over last 5 years|41.6%| |797|Unique patents filed by women| # TCS Employees by Region, Age and Gender |India|North America|United Kingdom| |---|---|---| |>50 yrs|>50 yrs|>50 yrs| |1.1%|16.2%|15.6%| |0.2%|4.5%|11.4%| |40-50 yrs|40-50 yrs|40-50 yrs| |10.2%|26.6%|20.4%| |2.4%|8.7%|10.2%| |30-40 yrs|30-40 yrs|30-40 yrs| |12.0%|11.5%|9.8%| |<30 yrs|<30 yrs|<30 yrs| |21.4%|3.9%|13.9%| |28.9%|9.2%|9.0%| |30-40|30-40|30-40| |12.4%|30-40|30-40| # Europe |>50 yrs|>50 yrs|>50 yrs| |---|---|---| |20.2%|6.4%|6.4%| |5.6%|2.1%|1.8%| |40-50 yrs|40-50 yrs|40-50 yrs| |18.7%|15.5%|17.8%| |8.1%|6.0%|9.3%| |30-40 yrs|30-40 yrs|30-40 yrs| |18.9%|26.3%|21.7%| |12.6%|12.2%|17.8%| |<30 yrs|<30 yrs|<30 yrs| |9.7%|21.2%|12.6%| |6.2%|10.3%|12.6%| Male Female 1GRI 401-1, GRI 405-1 Integrated Annual Report 2023-24 # Human Capital # Talent Development TCS is invested in its people for the long term, supporting them to build meaningful careers they aspire to, supporting the development of its people, providing them with opportunities and tools for them to continuously develop and reinvent their skills and careers, so they remain at the cutting edge of innovation. Average Learning Hours per employee2 87.1 hrs |Competencies acquired|Senior|Middle|Junior| |---|---|---|---| |Learning Hours|49|57|126| | |54|51|115| |5 million| | | | # Engagement with Purpose TCS Elevate 423,000 employees pursued learning linked to career growth Contextual Masters 73,000 CMs 27% Women # Focused Training Building a strong Engineering culture with focus on Software and Secuware Training # Initial Learning Program Resumed 100% in-person training for freshers # AI. Cloud Certification Goal to make ""Every TCSer GenAI Ready by 2025"". Over half of the workforce already trained on AI/ML including GenAI."
+"# Mid-level Training 65,000 completed since inception 25,000 deployed in opportunities matching their skills # Headcount 2GRI 404-1 Integrated Annual Report 2023-24 # Intellectual Capital # Focus Areas of TCS' R&I: # Intellectual Capital Highlights 5,500+ Researchers and Innovators |3,919 / 8,040|Patents Granted / Filed (cumulative)| |---|---| |257|Tier-1 Publications| |40+|Research and Innovation centers| |70+|Academic Partners| |6|Pace Ports Co-Innovation Hubs| |New York, Amsterdam, Toronto, Pittsburgh, Tokyo, London|New York, Amsterdam, Toronto, Pittsburgh, Tokyo, London| |2,900+|Start-up Partners| # Life Sciences - Generative Design in: # The TCS Pace Innovation Ecosystem A platform that brings together these three rings and the layers within them to create a comprehensive and engaged ecosystem of innovation. Pace is geared toward building innovation experiences and systems of rigor in innovation to create tangible business outcomes for customers speedily and at scale. # Emerging Technologies - Generative AI - High Performance Computing and AI - Multicloud deployments - Cyber Cloud- Data Residency, Compliance, Security- Resilience on Cloud - Low Energy Hardware, Low Energy High Performance Computing - Edge Hardware for Compute and Communication - Quantum Communications - Robo Logistics - Learning Aided Adaptive Software - Digital Transformation for Applications - AI in Software Development Lifecycle and Data Analytics # Customers Industrial Projects # Faculty Industry Bodies Integrated Annual Report 2023-24 # Intellectual Capital # Products and Platforms - 29 new wins and 38 go-lives in FY 2024, including 5 large insurance platform wins - Services more than 30% of the global population for Banking, 100+ Countries covered - 8 out of top 10 custodian and asset management firms run on TCS BaNCS - Largest independent solution provider in financial market infrastructure, serving over 20 countries with mission critical systems - Market leader in Indian brokerage and trading system, with 35% volume market share, across front, back office, risk and professional clearing - Largest BpaaS provider, delivering digital transformation to the UK Life & Pension industry, serving 1 in 3 UK citizens - Services more than 140 million property and casualty policies globally; also leading India's general insurance segment - AI /ML powered merchandise optimization platform that enables retailers to unlock exponential value by optimizing space, mix, price in an integrated manner - 1 new win in FY 2024 - AI powered enterprise digital twin covering customer, product and process to help business leaders simulate and optimize enterprise decisions, predict and proactively manage outcomes - 13 new wins and 8 go-lives in FY 2024 - Helps businesses achieve: - Enhanced and accelerated cashflows upto 10% - Upto 10-15% increase in revenues - Upto 2X faster time to market - Build a sustainable competitive advantage - Enhanced customer experience - Improved asset utilization by 5% - Market leading autonomous enterprise platform encompassing unified observability, AI platform and end to end closed loop automation - 130+ deals closed, 20 new customers went live in FY 2024 with AI and GenAI use cases - Business Health Monitoring (BHM), Business Transaction Monitoring (BTM), hybrid and multi CloudOps with FinOps capabilities - 425+ new wins in FY 2024 - 65 million candidates assessed - More than 2,900 question papers delivered in FY 2024, 54% increase YoY - Over 3,100 corporates have access to fresher talent pool through TCS iON NQT - Comprehensive suite, powered by AI, for digital transformation of drug development and clinical trials - 1250+ studies onboarded by TCS ADD Platform - More than 1 million adverse event case processed by TCS ADD Platforms using AI. - 2 new wins and 4 go-lives in FY 2024 - AI powered composable commerce platform that provides a unified, personalized and 'always on' checkout experience for shoppers across channels, helping businesses roll out omnichannel customer journeys and new services quickly without worrying about channel constraints - 2 wins and 1 go-live in FY 2024 - MasterCraft - Digital platform to optimally automate and manage IT processes. - GenAI driven digital products to optimally and securely modernize legacy applications and data."
+"- Processed 325 billion records for data privacy and 15 billion records for data quality - Automated generation of 60+ mn lines of Java and JavaScript code, with over 50% productivity gains - Analyzed 600 million lines of legacy code, delivering a productivity improvement of 20-30% - 110 new wins in FY 2024 - Scalable Agile DevSecOps platform to accelerate software development and delivery - 29 new wins in FY 2024 - Plug and play SaaS based business platform to digitally transform business, network and revenue management domains of subscription-based businesses - 3 new wins and 5 go-lives in FY 2024 - Business solutions, foundational technology and tools that bring together combinatorial power of next-gen technologies including DLT/AI, across varied industries like BFSI, Supply Chain, Energy, Utilities and eGovernance. - 6 new wins and 3 go-lives in FY 2024 Integrated Annual Report 2023-24 # 22 Social Capital # Social Capital 2023/24 EUROPE 2014 EUROPE 2020/21 EUROPE TCS' business model and strategy have resulted in fostering long term relationships with its customers, suppliers, a highly skilled workforce, continuous increase in market share, maintain integrity and strong ethics as a responsible corporate citizen and transform industries through a proven track record in longer term value creation. All of this has significantly enhanced the company's brand value, which is a quantifiable measure of its social capital with stakeholders. # Investors TCS is seen as a benchmark in its outreach to investors, its transparency and disclosures, and communication of its longer-term strategy. For the last many years, its Investor Relations program has been winning awards based on surveys of investors and analysts across Asia. # Customers Customer-centricity is at the core of TCS' business strategy. It seeks to deliver superior outcomes, and build strong, enduring relationships. By proactively investing in building newer capabilities, and launching new services and solutions with which to add value in newer parts of the client's business, TCS continually expands and deepens its client relationships. # Large Client Metrics | |FY 2004|FY 2014|FY 2024| |---|---|---|---| |Rev per US$ 1 Million+ Client (US$ Mn)|US$ 20Mn+|US$ 50Mn+|US$ 100Mn+| |Growth| | |9.4%| # Branding TCS hosted customer summits across North America, Europe, Japan and APAC, bringing together distinguished C-suite executives, partners and thought leaders, with the focus shifting to face-to-face interaction and collaboration in FY 2024. K Krithivasan CEO & MD; TCS # TCS Brand Valuation TCS posted the highest growth in brand value in the IT Services sector this year, increasing the value of its brand by US$ 2 billion according to Brand Finance. Its current brand valuation of US$ 19.2 billion cements its position among the Top 2 Brands globally in its industry. The Kantar BrandZ 'Most Valuable Global Brands 2023' report also ranked TCS among the Top 50 brands globally, across all industries. # Outcomes - Expanding participation across broad range of stakeholders across the enterprise including business heads, CMOs, CROs, COOs, CFOs and even CEOs - Continual expansion of customer relationships in terms of services consumed - Highly satisfied customers # TCS Brand Valuation (US$ billion) |FY|2020|2021|2022|2023|2024| |---|---|---|---|---|---| | | | | | | | Source: Brand Finance 1 includes multiple investors in group meetings Integrated Annual Report 2023-24 # Social Capital # Community # Education # Entrepreneurship # Literacy # Employment Ignite My Future File: AR_TCS_2023_2024.md Over 312K students and 6K educators gained computational thinking and 21st century skills. Literacy as a Service (Laas) Over 20K adults gained literacy and access to government entitlements. Youth Employment Program (YEP) 23K marginalized youth gained industry readiness. Business with purpose Engaged over 345 customers, creating 138 purpose partnerships. Over 173K new patient consultations. Our CSR programs on Education, Livelihood, Employment, Entrepreneurship ensured the inclusion of marginalized talent through social transformation. |3.4x|Enhancement in income for women who complete YEP and get employment in comparison to an average worker in rural area.| |---|---| |4.6x|Higher earnings for women BridgeIT participants compared to other self-employed in rural India.| |₹953 crore|CSR Spend| |7.1 million|beneficiaries| |143K+|volunteers| |6.7 million hours| | 96% of students who completed goIT demonstrated understanding of how technology can be used to improve their community. 90% of LaaS program participants encouraged their own children especially girls to go to school. GRI 413-1 Integrated Annual Report 2023-24 # Natural Capital # Initiatives for reduction of Scope 3 emissions: # Natural Capital - Employee Commute: - Transition to transport fleet of cabs and buses with EV. - EV charging facility for private vehicles of employees. - Employee engagement for use of public transport."
+"- Business Travel: - Reduce business travel through use of collaborative tools and technology. - Use of flights having sustainable aviation fuel (SAF) or other options, as and when these are commercially available. # Energy Management and GHG Emissions Reduction # Outcomes Reduced Energy Consumption …Increased Use of … reduced TCS' Carbon footprint. |Target:|70% reduction of Scope 1 + 2 emissions by 2025 (vs base year 2016) and Net Zero by 2030| | | | |---|---|---|---|---| | |20%|19x|80%|25%| # Initiatives for reduction of Scope 1 and Scope 2 emissions: - Energy Efficiency and Optimization - New campuses designed as per green building standard and innovative technology used. - Optimize operational energy efficiency with real-time monitoring and controls. - Upgrade legacy equipment/utilities. - Green IT - Procurement of energy efficient IT equipment. - Data center and distributed IT power management. - Greater use of Renewable Energy - Maximize roof top solar capacities and RE procurement. # Achievements We have reduced our absolute carbon footprint across Scope 1 and Scope 2 by 80% in FY 2024 over a baseline of 2016, exceeding our target achievement by 10%, one year ahead of time. |% total office space (for India) as per Indian Green Building Council standards.|Renewable energy as % of total energy consumed|weighted average PUE at TCS data centers|Rooftop solar generation capacity across TCS campuses| |---|---|---|---| |67.3%|74%|1.7 PUE|10.2 MWp| Integrated Annual Report 2023-24 # Natural Capital # Water Conservation Target: 3% YoY reduction in freshwater consumption across owned campuses Initiatives: Initiatives include conservation, sewage treatment and reuse, rainwater harvesting (RWH) and employee awareness. All new campuses have been designed for higher water efficiency, treatment and recycling of sewage, and rainwater harvesting. # Waste Reduction and Reuse Target: Reduction in waste generation, maximizing recycling and reuse to divert waste to landfill Maximize recycling of all recyclable waste like e-waste, office paper, packaging and plastic wastes 95% Food waste treated in biodigesters and organic waste converters in owned campuses # Biodiversity increased water 18.5% consumption Y-o-Y due to increase in 'RTO' by employees 2.47 Bn Liters of fresh water consumed in FY 2024 2.8% Water from RWH; 88.5% from third party sources; 8.7% from ground water Water recycled 87% (TCS owned campuses) TCS believes in preserving and enriching the biodiversity within its campuses. Various initiatives have helped support: - 600+ species of flora - 200+ species of fauna - 41,000+ trees present across 18 TCS campuses in India. Integrated Annual Report 2023-24 # Customer Stories # Arturo Merino Head IT, Securities Services SIX This is going to give a second life to our core CSD platform and make our relationship with TCS even stronger. We are conscious of the pressure and high expectations that we have put on TCS for the most complex project in recent years, but the TCS team has lived up to the expectations with an outstanding level of commitment. Our main goal is to become more customer-centric and user friendly and we have achieved it with this platform upgrade. I am sure that we can count on TCS for the many challenges that SIX has ahead. # Trading old for new: SIX unveils an advanced post trading platform With 13,500 trade legs per minute, 13 million transactions per day and few trillion USD worth of securities in custody, SECOM is the electronic post trading system used by SIX for automated processing and settlement of transactions. Built by TCS, SECOM was one of the world's first real-time gross settlement (RTGS) systems and formed the backbone of the Swiss capital market. But can a three-decade old system meet the strenuous demands of modern times? TCS and SIX both knew the answer was 'no'. SIX decided to embark on a journey of transformation yet again, backed by three decades of relation and trust it shares with TCS. Back in 1990, when SIX was looking to enhance the scalability of its batch system to meet the market demands of the future, TCS proposed a new platform called SECOM. This platform would be real time, cutting-edge, scalable, and modular with robust architecture. Enabling straight-through processing, it was amongst the most sophisticated systems of its time. Over the years, TCS continued to manage this system for SIX. Three decades later, SIX partnered with TCS to accomplish another mega feat. TCS executed a PoC to demonstrate the feasibility of modernizing the existing system. TCS showed how this transformation would serve SIX for decades to come - making it more efficient, enabling speed and growth for the firm."
+"Placing trust in TCS' execution capabilities, SIX decided to go ahead with the transformation. Thus, the next journey from mainframe to an open and more resilient system began. To take this forward, TCS tapped into its design labs to create a platform that reimagined the user experience and enabled faster response to queries. TCS was able to fast-track this development with an ingenious automation solution which migrated over 500 billion records in record time, saving 10-12 months' time from the overall process. The flexible, secure, and cloud-ready platform is economical and makes SIX' internal operations and process more efficient. The ability to customize individual post trade processes depending on market requirements in different parts of the world has set SIX on a steady path of growth and expansion. With this new and advanced system, SIX became more modern, up to date and market-friendly - boosting customer-centricity and overall competitiveness - and maintaining its pole position in the Swiss financial market. Integrated Annual Report 2023-24 # Customer Stories # CUSTOMERS T O R I E S TCS has been a critical partner of Experian in this initiative from day 1, working closely with the Support Hub team to structure our requirements and design an intuitive, accessible solution that could be deployed quickly. We're proud of Support Hub and its impact in supporting vulnerable consumers, and it's been a pleasure to have TCS join us on this journey. Paul Lamont Product Director Experian Consumer Information Services # Shaping a future of accessibility and financial inclusion With a commitment to empower all individuals to access financial services equitably, Experian PLC, a global leader in consumer and business credit reporting services, has taken a significant step towards bridging the gap in financial inclusion for differently abled people in the UK. As the Dublin, Ireland headquartered company helped differently abled people take control of their credit with complete access to their data and offers, it discovered that this demographic is mostly under-served. Organizations across utilities, retail and banking are not aware or not able to cater to their support needs effectively, providing the company an opportunity to get closer to its customer and deliver more accessible products and services. With TCS as a partner, Experian developed the Support Hub to help vulnerable people get easier access to essential services like banking, utilities, telecom and retail. For the first time, consumers can disclose their support needs to multiple organizations at the same time and have complete control over their data with an intuitive and accessible UX designed exclusively for them. Leveraging the TCS PaceTM and TCS Accessibility Centre of Excellence from design to testing, Support Hub is instrumental in improving Experian's user engagement. The Experian Support Hub allows people to share their support needs with multiple service providers in a simple, standardized way. For instance, the end customer can now define their needs like requesting statements in Braille or getting longer appointments or more support when visiting a branch. Through this unique initiative, Experian has been able to expand its partner ecosystem which will help them enter new markets and make a pivotal advancement in fostering financial inclusion. By 2030, Experian aims to help seven million consumers connect with over 200 organizations. Integrated Annual Report 2023-24 # 28 Customer Stories # CUSTOMERS T O R I E S # Connecting India, Faster: BSNL 4G/5G Network roll-out In response to the Government of India's 'Atmanirbhar Bharat' call, TCS collaborated with Centre for Development of Telematics (C-DOT) and Tejas Networks Limited (Tejas) to design and develop an indigenous telecom stack. This complex initiative was undertaken with significant efforts to design the equipment, establish a lab and testing infrastructure of scale besides building the entire manufacturing ecosystem in India. The resultant solution of EPC Core, RAN, IMS, and the cognitive NMS was proven by integrating it in the state-owned Bharat Sanchar Nigam Limited's (BSNL) existing network through a well-structured proof of concept. The indigenously designed equipment are programmable and the overall network will be 'Software Defined' and highly configurable. With this, India became only the fifth country in the world to have developed this complex technology end to end. - Deploying the EPC Core and IMS software supplied by C-DOT integrating it with the existing BSNL landscape in a high scalable cloud architecture along with TCS' Cognitive Network Operations (CNOPS) to efficiently manage and configure the network. - Install, commission, and optimize the Radios (RAN) meeting the specifications of BSNL and global standards, supplied by Tejas."
+"- Extend Operations and Maintenance support to the network on an on-going basis. This project is governed as a 'mission-mode' project by TCS, BSNL and the Department of Telecommunications. As of April 2024, TCS has delivered 11,000 sites and are well on its way to complete the roll-out by end of this year. BSNL has already added to the scope another 22,000 sites to further densify the coverage and to include 'saturation' sites. This is to ensure digital inclusivity to rural and remote areas of India. Post the satisfactory evaluation of the indigenous telecom stack, BSNL awarded TCS the mandate to supply, install and commission the pan India 4G/5G mobile network across 100,000 sites. The contract involves the following key dimensions: - Establishing modern cloud native data centers with geographical redundancies for each of the four zones and about 30+ edge data centers closer to the clients. This is a historic and significant leap towards bridging the digital divide, ushering in the benefits of a powerful voice and data network to all corners of the country. With this, TCS along with its partners is enabling BSNL to enhance its competitiveness, increase revenues, offer a compelling enterprise proposition, and explore new business opportunities. Integrated Annual Report 2023-24 # Customer Stories # CUSTOMERS T O R I E S # A joint venture gives rise to a digitally powered insurance firm What happens when two companies with a shared vision join forces? We have a greenfield insurance firm that is digital-first, always available and provides gold standard customer experience to its members. The entire system was built on a public cloud. The scalable, resilient, and future-ready system was up and running within 15 months and AIB life had exceeded 5,000 new policy sales by the end of 2023. Irish bank, AIB and Great West Life Co entered a joint venture to transform the life, pensions, and investment market in Ireland. They also wanted to address the 35% gender gap in pensions. TCS was selected as a strategic partner for the newly launched AIB life in Ireland, including greenfield operations set up in Letterkenny. TCS helped create a modern, cloud-based technology stack from the ground up with its unique insurance-in-a-box solution. In Ireland, insurance offerings mainly follow a tiring process where the sales process can take weeks. TCS and AIB life re-imagined the entire journey, with a digital first ambition and customers at the heart of everything. A dedicated, cloud-enabled contact center and back-office in Ireland supports AIB life's operations - allowing their distributor to advise customers on 12 different product offerings. Further differentiated products are envisaged to enable AIB life to respond to market changes. TCS continues to support the firm in its mission of creating truly omnichannel experience, while handling 100+ policy activations on an average day, with self-service capabilities and straight through processing. After an extensive review of the market, it was clear that TCS' contextual industry knowledge, European cloud-based technology and global delivery team based in Letterkenny was a great fit for us. As we build and scale what is a new greenfield life company, it is key that we start on a foundation of cutting-edge technology, and from the outset, establish a digital business with a partner that shares our vision, with the capacity and experience to back our ambition to build our new company at pace, while being committed to delivering the very best for our customers. In addition, TCS' investment in Ireland through their Global Delivery Centre in Letterkenny, from where we are servicing AIB life customers, enables us to deliver customer service excellence as we support the financial wellbeing of our customers, their families, and their businesses. Being able to do that from within Ireland was particularly important. Bryan O'Connor Chief Executive Officer AIB life Integrated Annual Report 2023-24 # AI for Business Study # From potential to performance by design The advent of GenAI expands the arc of traditional machine learning and AI, which is one of recognition and reasoning intelligence, to create an operative intelligence that partners with humans to create new possibilities and new opportunities that have the potential to dramatically reshape business. Today's AI delivers far more than just cost savings or improvements in productivity or quality. When combined with human creativity and strategic thinking, companies can continuously improve customer value chains through differentiation and consistent, high-quality organizational output designed to deliver elite outcomes. The recent GenAI technology revolution has taken the world, including business, by storm."
+"The advent of GenAI tools raises the potential of ""traditional AI"" to a new level for TCS clients, especially those seeking to embrace a strategic approach to its adoption and integration. # Survey highlights and takeaways To understand how companies are approaching AI in the next few years, the TCS Thought Leadership Institute surveyed nearly 1,300 CEOs and senior executives in large cross-industry enterprises in 24 countries. # Executives weigh in about the potential impact of AI on their business |AI's impact on organizations' competitive positioning and decision-making|AI's impact on organizations' competitive positioning and decision-making| |---| |57%|are excited or cautiously optimistic about AI's potential impact.| |65%|say human strategic decision making, intuition, and creativity will remain essential to their company's competitive advantage.| # Assessing the best approach to AI adoption |AI impact to strategy and operating models|AI impact to strategy and operating models| |---| |53%|want to take a strategic approach to AI, whether it's an AI-first or business-model-first approach to maximize benefits to their companies.| |72%|are reworking or planning to rework their company's strategy, operating model or offerings to extract the most benefits from and to mitigate any risks of AI implementations.| # Many employees will come to rely on GenAI in the near future |Current focus of AI is innovation|Current focus of AI is innovation| |---| |45%|think up to half their employees will be using GenAI daily in the near future.| |70%|are more focused on using AI to spur innovation than on lowering costs and optimization.| # AI impact on revenue streams 86% are already using AI in some way to enhance current revenue streams or to create entirely new revenue streams. # Top 3 challenges to AI adoption 1. Current IT infrastructure 2. Customers' expectations 3. Current IT service providers Integrated Annual Report 2023-24 # AI for Business Study # TCS Methodology for AI Adoption with a multilayered approach # Where do we start? Start with value (the why and what); identify use cases, not technology. Create a blueprint in the context of the overall value chain. # How do we scale? Design and build for constant change. Maximize stakeholder collaboration and an enterprise network of continuously evolving purposive agents. # How do we drive organizational changes? Create space for adaptation and establish a culture of innovation. Evolve talent and redefine roles on an ongoing basis. # How do we manage the risks? Make the model safe. Establish a governance model for information security, regulatory compliance, and bias mitigation guardrails. Monitor primary metrics/KPIs with stakeholders at frequent intervals. # By design: Accelerating better decisions, performance, and innovation Getting the most from AI will require a multilayered strategy that creates a foundation designed for accelerated productivity, innovation, and performance. This means using AI strategically to: |Assist|Augment|Transform| |---|---|---| |Machines boost human capabilities through knowledge discovery and summarization|Humans and machines collaborate by optimizing activities|Machines elevate, humans ideate to redefine value chains| |AI can supplement tacit knowledge with contextual knowledge to boost work effectiveness.|AI can accelerate elite performance through collaborative intelligence, where humans and machines complement and magnify each other's talents.|Leap from systems of record to a knowledge-driven superstructure with fast, consistent, and high-quality decision output to deliver new ways of working and the full realization of ""enterprise-wise"" AI.| Integrated Annual Report 2023-24 # Customer Stories # CUSTOMERS T O R I E S Disrupting Industry Boundaries from Transactions to Interactions In partnership with TCS, Ingram Micro, an innovative, US-based global technology distribution company, successfully completed an unprecedented industry transformation to a digital experience company through its groundbreaking platform, XvantageTM. This business model transformation leverages proprietary AI/ML-enhanced technologies and a global, real-time data mesh containing many years of operational and transactional data to enhance operational efficiencies, streamline supply chain processes, and provide world-class, unified experiences for its customers, vendors and associates. The team at TCS was instrumental in the revolutionary build and implementation of Xvantage, resulting in end-to-end transformation across design, architecture, product development, AI, and cloud platform technologies. By embracing a customer-centric approach and fostering innovation in distributed channels with optimized value chains, Xvantage is serving as Ingram Micro's digital twin in helping their customers boost efficiency, increase revenue opportunities, and grow their businesses. Embarking on this transformation journey has been incredibly exciting. With unparalleled dedication, the teams have pioneered a monumental shift within a short timeframe, which has been recognized throughout the industry. And with Xvantage--every day, every week--we're iterating, adding new capabilities, further eliminating complexity for our customers."
+"From building a data lake to empowering all users of the platform with data-driven technologies, our TCS colleagues have been integral to the massive strides we've taken together. Sanjib Sahoo EVP & Chief Digital Officer Ingram Micro Integrated Annual Report 2023-24 # Customer Stories # AI and GenAIS T O R I E S Travel better with a Next GenAI Solution A leading North American airline customer wanted to drive operational efficiency throughout the airport operations control domain by enabling key stakeholders with operations information in real time. In addition, their objective was also to improve customer experience through next GenAI technologies. For all US airlines, 116 million are the delayed minutes every year. With an average of 100 passengers on each flight, this results in 11.6 billion minutes of passenger delays and frustration. Travel better during delays was the core around which the airline customer and TCS embarked on a GenAI journey to help their end customers reach their destination by seamlessly capturing contextual data along with their preferences. TCS' solution provided a conversational experience to deliver contextualized personalized message while apologizing for the flight delay, leveraging GenAI to ask about preferences including final location, drive time, earliest arrival, or least waiting time along with an end-to-end integration to provide options and rebooking for a seamless passenger experience. The boarding twin continuously monitors boarding progress and its deviations in real time by merging camera vision data with enterprise events and contextualizing the user experience with proactive and relevant notifications on boarding progress of all flights. # Warranty Claims Anomaly Detection Solution The warranty claims received by a global manufacturer of engines and power system products, for its service network included a mix of structured data, narratives/ notes. The notes were used by experts to determine the validity and the warrantable items in a manually adjudicated claim process. In auto adjudicated claims, there were certain anomalous claims that got cleared for payment if met the criteria of a standard claim. TCS conceptualized and implemented an Intelligent adjudication and anomaly detection solution that automated the review of all claims using Machine Learning for structured data, Natural Language Processing for unstructured data and a scenario-based modelling approach for anomalies, in combination with business rules to provide informed inference to adjudicators or adjust claims wherever apparent before further adjudication. TCS solution provides a scalable model for all types of claims including traceability needed for decision support, and could automate 91% of claims' approval, resulting in efficient utilization of adjudicator's time and improved realization time for the service providers. The solution delivered an increase in productivity hours, an annual savings of over US$5 million in terms of warranty costs and identification of anomalous claims. Integrated Annual Report 2023-24 # Customer Stories # AI and GenAI Stories # Agent Assist for Travel Insurance TCS customer is a leading Global Insurance and Asset Management Provider. The customer's contact center agents need to respond to user queries related to travel insurance policies' terms & conditions across various states it is presently servicing. Agents had to search through many T&C, resulting in high wait time for the customer. # Built Proactive Maintenance Paradigm for Gas Turbine Compressor Casing TCS customer is a leading electricity generating and gas retailing company in ANZ, whose strategy is to develop new power generation infra and improve existing assets to drive long-term growth while meeting sustainability. Currently, significant fuels used to generate electricity are natural gas and coal and three gas turbines are being used to meet peak load of grid. One of the gas turbine compressor casing had developed crack and functionally failed which resulted in shut down. The customer wanted to avoid these unwanted shutdowns by predicting the survival probability for combustor casings. TCS' IP2TM, an intelligent power plant solution that uses AI, IoT, and digital twin technologies was deployed to extract operational life experience profile from timeseries sensors' information of the gas turbine process including more than seven years of historical data. The solution summarizes the data and predicts and validates crack length based on the same for other gas turbines. TCS designed a GenAI led solution to generate quick yet consistent and contextual responses for end users. The state-wise T&C and insurance plans were extracted and semantically chunked to provide context to GenAI models based on user query. Prompt templates were created to extract contextual information needed for agents to generate responses to the end user query. Guardrails have been implemented using responsible AI principles."
+"Agents can review, validate, and fine tune responses as needed. The solution can help reduce the average handling time by 40% and thereby result in an overall improvement in customer satisfaction. TCS solution has helped in ensuring that the gas turbines operate efficiently and in preventing costly unplanned maintenance and helps in reducing plant O&M costs while reducing carbon emissions. Integrated Annual Report 2023-24 # Notice File: AR_TCS_2023_2024.md Notice is hereby given that the twenty-nineth Annual General Meeting of Tata Consultancy Services Limited (""Company"" or ""TCS"") will be held on Friday, May 31, 2024, at 3.00 p.m. (IST) through Video Conferencing (""VC"")/Other Audio Visual Means (""OAVM"") to transact the following business: # Ordinary Business 1. To receive, consider and adopt 1. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends (including a special dividend) on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2023-24. 3. To appoint a Director in place of N Chandrasekaran (DIN 00121863), who retires by rotation and being eligible, offers himself for re-appointment. # Special Business To approve existing as well as new material related party transactions with identified subsidiaries of Promoter Company and/or their subsidiaries To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the applicable provisions of the Companies Act, 2013 (""Act"") read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company's Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter/continue to enter into Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with identified subsidiaries of Promoter Company and/or their subsidiaries, related parties falling within the definition of 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, during financial year 2024-25 on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related parties and the Company, such that the maximum value of the Related Party Transactions with such parties, in aggregate, does not exceed value as specified in the explanatory statement to this resolution, provided that the said transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) shall be carried out in the ordinary course of business and at arm's length basis."" ""RESOLVED FURTHER that the Board of Directors of the Company (hereinafter referred to as ""Board"" which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."" ""RESOLVED FURTHER that all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."" Integrated Annual Report 2023-24 # Notice # 5."
+"To approve existing as well as new material related party transactions with Tejas Networks Limited this resolution, be and are hereby approved, ratified and confirmed in all respects. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the applicable provisions of the Companies Act, 2013 (""Act"") read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company's Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter/continue to enter into Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise,) with Tejas Networks Limited, related party falling within the definition of 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, during financial year 2024-25 on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related party and the Company, such that the maximum value of the Related Party Transactions with such party, in aggregate, does not exceed value as detailed in the explanatory statement provided that the said Transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) shall be carried out in the ordinary course of business and at arm's length basis."" ""RESOLVED FURTHER that the Board of Directors of the Company (hereinafter referred to as ""Board"" which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."" # 6."
+"To approve existing as well as new material related party transactions with Tata Motors Limited, Jaguar Land Rover Limited and/or their identified subsidiaries To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the applicable provisions of the Companies Act, 2013 (""Act"") read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company's Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter/continue to enter into Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with Tata Motors Limited, Jaguar Land Rover Limited and/or their identified subsidiaries, related parties falling within the definition of 'Related Party' under Regulation 2(1)(zb) of the SEBI Listing Regulations, during financial year 2024-25 on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related parties and the Company, such that the maximum value of the Related Party Transactions with such parties, in aggregate, does not exceed value as detailed in the explanatory statement for this resolution, provided that the said Transaction(s)/ Contract(s)/Arrangement(s)/Agreement(s) shall be carried out in the ordinary course of business."" ""RESOLVED FURTHER that the Board of Directors of the Company (hereinafter referred to as ""Board"" which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."" Integrated Annual Report 2023-24 # Notice 37 ""RESOLVED FURTHER that all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."" # 7. To approve existing as well as new material related party transactions with Tata Consultancy Services Japan, Ltd., subsidiary of the Company seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."
+"""RESOLVED FURTHER that all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."" # To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: ""RESOLVED that pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as amended from time to time, the applicable provisions of the Companies Act, 2013 (""Act"") read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company's Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter/continue to enter into Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/ Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with Tata Consultancy Services Japan, Ltd., subsidiary of the Company, a related party falling within the definition of 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, during financial year 2024-25 on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related party and the Company, such that the maximum value of the Related Party Transactions with such party, in aggregate, does not exceed value as detailed in the explanatory statement provided that the said transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) shall be carried out in the ordinary course of business and at arm's length basis."" ""RESOLVED FURTHER that the Board of Directors of the Company (hereinafter referred to as ""Board"" which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to."" # Notes 1. The Ministry of Corporate Affairs (""MCA"") has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to ""Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by ""COVID-19"", General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022 and subsequent circulars issued in this regard, the latest being 09/2023 dated September 25, 2023 in relation to ""Clarification on holding of Annual General Meeting (""AGM"") through Video Conferencing (VC) or Other Audio Visual Means (OAVM)"", permitted the holding of the AGM through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC /OAVM. The registered office of the Company shall be deemed to be the venue for the AGM. 2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (""Act"") setting out material facts concerning the business under Item Nos. 4 to 7 of the Notice, is annexed hereto. Further, the relevant details with respect to Item Nos. 3 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM are also annexed. 3. In accordance with the aforesaid MCA Circulars and Circular Nos."
+"SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 issued by Securities Exchange Board of India (collectively referred to as ""SEBI Circulars""), the Notice of the AGM along with the Integrated Annual Report for FY 2023-24 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL""), collectively ""Depositories"". If your e-mail address is not registered with the Company/Depositories, you may register on or before 5:00 p.m. (IST) on Friday, May 24, 2024, to receive this Notice of the AGM and the Integrated Annual Report for FY 2023-24 by completing the process for registration of e-mail address as under: Integrated Annual Report 2023-24 # Notice 1. Click on the URL: https://liiplweb.linkintime.co.in/EmailReg/Email_Register.html. 2. Select the Name of the Company from dropdown: Tata Consultancy Services Limited. 3. Enter DP and Client ID (if shares held in electronic form)/Folio number (if shares held in physical form) and Permanent Account Number (""PAN""). In the event PAN details are not registered for physical folio, Member to enter one of the Share Certificate numbers. 4. Enter Mobile number and e-mail ID. 5. System generated One Time Password (""OTP"") to be sent on mobile number and e-mail ID. 6. Enter OTP received on mobile number and e-mail ID. 7. Click on Submit button. 8. On completing the above process your request will be accepted and request ID will be generated. Email registered is for limited purpose of sending notice pertaining to the current event. Members may note that the Notice and Integrated Annual Report 2023-24 will also be available on the Company's website www.tcs.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com. # 4. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxy(ies) by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice. # 5. Institutional shareholders/corporate shareholders (i.e. other than individuals, HUFs, NRIs, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the AGM through VC/OAVM on their behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail on its registered e-mail address to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUFs, NRIs etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter, etc. by clicking on ""Upload Board Resolution/Authority Letter"" displayed under ""e-Voting"" tab in their login. # 6. # Registrar and Transfer Agent (""RTA"") Pursuant to the Order passed by National Company Law Tribunal (NCLT) dated December 18, 2023, TSR Consultants Private Limited has merged with Link Intime India Private Limited with effect from December 22, 2023. Accordingly, the name of RTA of the Company is changed from TSR Consultants Private Limited to Link Intime India Private Limited (Link Intime / RTA). # 7. # Final Dividend for FY 2023-24: The Board of Directors at its meeting held on April 12, 2024, has recommended a final dividend of `28 per equity share. The Record date fixed for determining entitlement of Members to final dividend for the financial year ended March 31, 2024, if approved at the AGM, is Thursday, May 16, 2024. - If the final dividend is approved at the AGM, payment of such dividend subject to deduction of tax at source (""TDS"") will be made on Tuesday, June 4, 2024, as under: SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 November 17, 2023) has mandated that with effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode."
+"Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature. Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/faqfiles/jan-2024/1704433843359.pdf # 8. # TDS on dividend Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of shareholders and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to Income Tax Act, 1961 and the Finance Act, 2020, of the respective years. The shareholders are requested to update their PAN with the Depository Participants (DPs) (if shares held in dematerialized form) and the Company/Link Intime India Private Limited (if shares are held in physical form). Integrated Annual Report 2023-24 # Notice A Resident individual shareholder with PAN and whose income does not exceed maximum amount not chargeable to tax or who is not liable to pay income tax, as the case may be, can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to TCS-Exemptforms2425@linkintime.co.in or upload the documents on https://liiplweb.linkintime.co.in/formsreg/submission-of-form-15g-15h.html by 11:59 p.m. (IST) on Friday, May 10, 2024. Shareholders are requested to note that if the PAN is not correct/ invalid/ inoperative or have not filed their income tax returns, then tax will be deducted at higher rates prescribed under Sections 206AA or 206AB of the Income-tax Act, as applicable and in case of invalid PAN, they will not be able to get credit of TDS from the Income Tax Department. Non-resident shareholders [including Foreign Institutional Investors (""FIIs"")/Foreign Portfolio Investors (""FPIs"")] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents (PDF/JPG Format) by e-mail to TCS-Exemptforms2425@linkintime.co.in or upload the documents on https://liiplweb.linkintime.co.in/formsreg/submission-of-form-15g-15h.html. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. (IST) on Friday, May 10, 2024. For further details please refer to FAQs on Taxation of Dividend Distribution at https://on.tcs.com/IR-FAQ. # 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc. - For shares held in electronic form: to their Depository Participants (""DPs"") - For shares held in physical form: to the Company/RTA in prescribed Form ISR-1 and other forms pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023. To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and Nomination details. Members may also refer to Frequently Asked Questions (""FAQs"") on Company's website https://on.tcs.com/IR-FAQ. # 10. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at https://on.tcs.com/IR-FAQ and on the website of the Company's RTA, Link Intime at https://linkintime.co.in/. It may be noted that any service request can be processed only after the folio is KYC Compliant. # 11. In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or Link Intime, for assistance in this regard. # 12."
+"Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Link Intime, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form. # 13. File: AR_TCS_2023_2024.md As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website https://on.tcs.com/IR-FAQ. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to Link Intime in case the shares are held in physical form. # 14. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on the cut-off date will be entitled to vote during the AGM. # 15. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (""ODR Portal"") for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's website https://on.tcs.com/ODRPortal. Integrated Annual Report 2023-24 # Notice 16. Members seeking any information with regard to the financial statements or any matter to be placed at the AGM are requested to write to the Company on or before May 30, 2024, through e-mail on investor.relations@tcs.com. The same will be replied by the Company suitably. 17. Members are requested to note that dividends, if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (""IEPF""). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the Company or RTA and submit the required documents for issue of Entitlement Letter. The Members can attach the Entitlement Letter and other required documents and file the IEPF-5 form for claiming the dividend and/or shares available on www.iepf.gov.in. For details, please refer to Corporate Governance Report which is a part of this Integrated Annual report and FAQ of investor page on Company's website https://on.tcs.com/IR-FAQ. The procedure for claiming the shares from IEPF Authority is available on https://on.tcs.com/IEPF. 18. Members attending the meeting through VC/OAVM shall be counted for the purpose of determining the quorum under Section 103 of the Act. 19. Instructions for e-voting and joining the AGM are as follows: # (A) VOTING THROUGH ELECTRONIC MEANS 1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to ""e-voting Facility Provided by Listed Entities"", the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. 2. The remote e-voting period commences on Tuesday, May 28, 2024 (9:00 a.m. IST) and ends on Thursday, May 30, 2024 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, May 24, 2024, i.e."
+"cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during the period commencing from Tuesday, May 28, 2024 and to Thursday, May 30, 2024, or e-voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM. 3. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution again. 4. The Board of Directors has appointed P N Parikh (Membership No. FCS 327) and failing him, Jigyasa Ved (Membership No. FCS 6488) of Parikh & Associates, Company Secretaries as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. 5. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. 6. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the User ID and Password by sending a request at evoting@nsdl.com. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and Password for casting the vote. In case of individual shareholders holding securities in dematerialized mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under ""Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in dematerialized mode."" 7. The details of the process and manner for remote e-voting are explained herein below: The way to vote electronically on NSDL e-voting system consists of ""Two Steps"" which are mentioned below: # Step 1: Access to NSDL e-voting system # Step 2: Cast your vote electronically on NSDL e-voting system. Details on Step 1 are mentioned below: # I) Login method for remote e-voting and joining the virtual meeting for individual shareholders holding securities in dematerialized mode Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on ""e-voting facility provided by Listed Companies"", e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs to increase the efficiency of the voting process. Individual demat account holders would # Notice 41 be able to cast their vote without having to register again with the e-voting service provider (""ESP"") thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility. # Login method for individual shareholders holding securities in dematerialized mode is given below: # Type of shareholders Individual Shareholders holding securities in dematerialized mode with NSDL # Login Method # A. NSDL IDeAS facility If you are already registered, follow the below steps 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the ""Beneficial Owner"" icon under ""Login"" which is available under ""IDeAS"" section. 3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. 4. Click on ""Access to e-voting"" appearing on the left-hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against Company name or e-Voting service provider- NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. If you are not registered, follow the below steps 1. Option to register is available at https://eservices.nsdl.com. 2. Select ""Register Online for IDeAS"" Portal or click at https://on.tcs.com/NSDLRegn. 3. Please follow steps given above in points 1-5. # B. e-voting website of NSDL 1."
+"Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 2. Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under 'Shareholder/Member' section. 3. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider- NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. # C. Shareholders/Members can also download NSDL Mobile App ""NSDL Speede"" facility by scanning the QR code mentioned below for seamless voting experience. Integrated Annual Report 2023-24 # 42 Notice # Type of shareholders Individual Shareholders holding securities in dematerialized mode with CDSL # Individual Shareholders (holding securities in demat mode) login through their DPs # Login Method 1. Users who have opted for CDSL Easi/ Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users who to login Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi/ Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by the Company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers' website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & e-mail as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting service providers. 5. You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility. 6. Once logged-in, you will be able to see the e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. 7. Click on options available against Company name or e-voting service provider- NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot Password option available at respective websites. # Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL. |Login type|Helpdesk details| |---|---| |Securities held with NSDL|Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at +91 22 48867000| |Securities held with CDSL|Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800225533| # II) Login method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. # How to Log-in to NSDL e-Voting website? 1. Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-voting system is launched, click on the icon ""Login"" which is available under ""Shareholder/ Member"" section. 3. A new screen will open."
+"You will have to enter your User ID, Password/OTP and a verification code as shown on the screen. 4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically. Integrated Annual Report 2023-24 # Notice 43 # 5. Your User ID details are given below: Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical - a) For Members who hold shares in demat account with NSDL - b) For Members who hold shares in demat account with CDSL - c) For Members holding shares in Physical Form Your User ID is: - 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300*** and Client ID is 12****** then your User ID is IN300***12****** - 16 Digit Beneficiary ID For example if your Beneficiary ID is 12************** then your User ID is 12************** - EVEN Number followed by Folio Number registered with the Company For example if EVEN is 123456 and folio number is 001*** then User ID is 123456001*** # 6. Password details for shareholders other than Individual shareholders are given below: - a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote. - b) If you are using NSDL e-voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you by NSDL. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. - c) How to retrieve your 'initial password'? - (i) If your e-mail ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from evoting@nsdl.com. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'. - (ii) In case you have not registered your e-mail address with the Company/Depository, please follow instructions mentioned below in this notice. # 7. If you are unable to retrieve or have not received the ""Initial password"" or have forgotten your password: - a) Click on ""Forgot User Details/Password?"" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. - b) ""Physical User Reset Password?"" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. - c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, PAN, name and registered address. - d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL. # 8. After entering your password, tick on Agree to ""Terms and Conditions"" by selecting on the check box. # 9. Now, you will have to click on ""Login"" button. # 10. After you click on the ""Login"" button, home page of e-voting will open. # Details on Step 2 are given below: # How to cast your vote electronically on NSDL e-voting system? 1. After successful login at Step 1, you will be able to see all the companies' ""EVEN"" in which you are holding shares and whose voting cycle and general meeting is in active status. 2. Select ""EVEN"" of Company, which is 128475 for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ""VC/OAVM"" link placed under ""Join Meeting"". 3. Now you are ready for e-voting as the voting page opens. Integrated Annual Report 2023-24 # Notice 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on ""Submit"" and also ""Confirm"" when prompted. 2."
+"Upon confirmation, the message ""Vote cast successfully"" will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number. 3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # General Guidelines for shareholders 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ""Forgot User Details/Password?"" or ""Physical User Reset Password?"" option available on https://www.evoting.nsdl.com to reset the password. 2. In case of any queries related to e-voting, you may refer the Frequently Asked Questions (""FAQs"") for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on +91 22 48867000 or send the request to Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com. 3. Members may send a request to evoting@nsdl.com for procuring User ID and password for e-voting by providing demat account number / Folio number, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained above. 4. The instructions for members for e-voting on the day of the AGM are mentioned in point number 19(A). # (B) INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER 1. Members will be able to attend the AGM through VC/OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for login to NSDL e-voting system. After successful login, you can see VC/OAVM link placed under Join meeting menu against company name. You are requested to click on VC/OAVM link placed under ""Join Meeting"" menu. 2. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL. 3. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM. 4. Members who need assistance before or during the meeting, can contact NSDL on evoting@nsdl.com +91 22 48867000 or contact Amit Vishal, Deputy Vice President - NSDL at evoting@nsdl.com or Sanjeev Yadav, Assistant Manager-NSDL at sanjeevy@nsdl.com. 5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/Folio number, PAN, mobile number at tcsagm.speakers@tcs.com from Saturday, May 25, 2024 (9:00 a.m. IST) to Monday, May 27, 2024 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. # Other Instructions 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. The results will be announced within the time stipulated under the applicable laws. 2. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. By order of the Board of Directors Pradeep Manohar Gaitonde Company Secretary Membership No."
+"ACS 7016 Mumbai, April 12, 2024 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: +91 22 6778 9595 Email: investor.relations@tcs.com Website: www.tcs.com Integrated Annual Report 2023-24 # Notice # Explanatory Statement As required by Section 102 of the Companies Act, 2013 (""Act""), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 4 to 7 of the accompanying Notice: # Item No. 4 to 7 Pursuant to the amended Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), the threshold limit for determination of material Related Party Transactions is the lower of ₹1,000 crores (Rupees One thousand crores) or 10% (ten percent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity and such material related party transactions exceeding the limits, would require prior approval of Members by means of an ordinary resolution. TCS, being a globally recognised provider of IT services, participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the ""Tata Group"". The transactions that the Company has had with its related parties for the last three years are given below: # Year ended March 31, 2024 |Transactions|Promoter Company|Subsidiaries of Promoter Company|Associates/joint ventures of Promoter Company and their subsidiaries|Other than wholly owned subsidiaries of the Company|Total| |---|---|---|---|---|---| |IT/ITE services rendered|50|1,006|3,875|1,155|6,086| |Other income|-|-|-|1|1| |Procurement of goods and services|1|1,452|346|63|1,862| |Brand equity contribution|200|-|-|-|200| |Non IT/ITE services availed|1|18|73|-|92| |Lease rental|-|49|46|-|95| # Year ended March 31, 2023 |Transactions|Promoter Company|Subsidiaries of Promoter Company|Associates/joint ventures of Promoter Company and their subsidiaries|Other than wholly owned subsidiaries of the Company|Total| |---|---|---|---|---|---| |IT/ITE services rendered|38|1,152|2,506|1,063|4,759| |Other income|-|-|-|-|-| |Procurement of goods and services|-|577|363|59|1,000| |Brand equity contribution|99|-|-|-|99| |Non IT/ITE services availed|1|23|59|-|83| |Lease rental|-|56|47|-|103| # Year ended March 31, 2022 |Transactions|Promoter Company|Subsidiaries of Promoter Company|Associates/joint ventures of Promoter Company and their subsidiaries|Other than wholly owned subsidiaries of the Company|Total| |---|---|---|---|---|---| |IT/ITE services rendered|40|770|2,233|1,164|4,207| |Other income|-|-|-|1|1| |Procurement of goods and services|-|549|306|345|1,200| |Brand equity contribution|100|-|-|-|100| |Non IT/ITE services availed|1|19|45|-|65| |Lease rental|-|73|24|-|97| Integrated Annual Report 2023-24 # Notice File: AR_TCS_2023_2024.md Based on current applicable threshold for determining the related party transactions that require prior Shareholders approval and to facilitate seamless contracting and rendering/availing of product and services between the Company and ""related parties"", the Company seeks the approval of the shareholders to approve entering into contracts/arrangements within the thresholds and conditions mentioned in the resolutions. All the contracts/arrangements and the transactions with ""related parties"" are reviewed and approved by the Audit Committee. Further, the transactions that require testing of arm's length pricing are reviewed by our statutory auditors for being at arm's length. Information required to be disclosed in the Explanatory Statement for Item Nos. 4 to 7 pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows: # Item No. 4 # Material Related Party Transactions with Identified subsidiaries of Promoter Company and/ or their subsidiaries |S/N|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/ arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| |8.|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction| |9.|Justification of the proposed transaction| |10.|Details of the valuation report or external party report (if any) enclosed with the Notice| |11.|Name of the Director or Key Managerial Personnel, who is related| Particulars Identified subsidiaries of Promoter Company and/ or their subsidiaries (Please refer Annexure B (i) for the list) Identified subsidiaries of Promoter Company and/ or their subsidiaries, which are covered under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc."
+"- (e) Leasing of property - (f) Any transfer of resources, services, or obligations to meet its objectives/ requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions through contracts/arrangements which are entered for a duration up to 5 years, shall be subject to a maximum 1.2 percent with a single related party per annum and a cumulative threshold of 4.2 percent across all related parties per annum, of the consolidated turnover of the Company for FY2023-24. As provided in S/N 3 Contracts/arrangements with a duration up to 5 years As provided in S/N 4 Monetary value of transactions through contracts/arrangements which are entered for a duration up to 5 years, shall be subject to a maximum 1.2 percent with a single related party per annum and a cumulative threshold of 4.2 percent across all related parties per annum, of the consolidated turnover of the Company for FY2023-24. The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors. N Chandrasekaran, N G Subramaniam and Aarthi Subramanian Integrated Annual Report 2023-24 # Notice 47 # 12. Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given |A|Source of funds|Not Applicable| |---|---|---| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|Not Applicable| | |* Nature of indebtedness;| | | |* cost of funds; and| | | |* tenure of the indebtedness| | |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|Not Applicable| |D|the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|Not Applicable| # 13. Any other relevant information All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice. # Item No. 5 # Material Related Party transactions with Tejas Networks Limited |S/N|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| |8.|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.| |9.|Justification of the proposed transaction| # Particulars Tejas Networks Limited Tejas Networks Limited is a subsidiary of the Promoter Company and hence related party under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses - (d) Procurement of goods, services, sponsorship, etc. - (e) Leasing of property - (f) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the company is operating in. Monetary value of transactions subject to a maximum of ₹15,000 crore through contracts/arrangements for a duration up to 12 years with effect from FY 2023-24. As provided in S/N 3 Contractual commitments expected for a tenure of 12 years As provided in S/N 4. Value of the proposed transaction represents 6.2 percent of the consolidated turnover of the Company for FY 2023-24. The domain expertise and competencies available within the group and the collaboration with the Company will help in delivering world class technology to one of the high-priority and prestigious projects of the Government of India and further establish Tata Group's commitment to attain Aatmanirbhar Bharat."
+"Integrated Annual Report 2023-24 # Notice |S/N|Description|Particulars| |---|---|---| |10.|Details of the valuation report or external party report (if any) enclosed with the Notice|All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors.| |11.|Name of the Director or Key Managerial Personnel, who is related|N G Subramaniam| |12.|Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given| | |A|Source of funds|Please refer S/N 12 C below| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|Not Applicable| | |* Nature of indebtedness; * cost of funds; and * tenure of the indebtedness| | |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|Unsecured Interest-free mobilization advance to be given to facilitate execution of contract. Adjustment of advance/s against progressive delivery of milestones, on the same terms as committed by the Company to end-customer.| |D|The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|As provided in S/N 12 C| |13.|Any other relevant information|All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice| # Item No. 6 # Material Related Party transactions with Tata Motors Limited, Jaguar Land Rover Limited and/or their identified subsidiaries |S/N|Description| |---|---| |1.|Name of the related party| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]| |3.|Type of the proposed transaction| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement| |5.|Particulars of the proposed transaction| |6.|Tenure of the transaction| |7.|Value of the proposed transaction| Tata Motors Limited, Jaguar Land Rover Limited and/or their identified subsidiaries (Please refer to Annexure B (ii) for the list) Tata Motors Limited is an associate of the Promoter Company. Jaguar Land Rover Limited is a subsidiary of Tata Motors Limited and hence related party as per SEBI Listing regulations - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc. - (e) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions upto approx. ₹4,500 crore per annum. As provided in S/N 3 Contracts/arrangements with a duration upto five years, extendable by another five years. As provided in S/N 4. Integrated Annual Report 2023-24 # Notice 49 |S/N|Description|Particulars| |---|---|---| |8.|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.|Maximum up to 1.9 percent of the consolidated turnover of the Company for FY 2023-24, per annum for duration of contract| |9.|Justification of the proposed transaction|The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business.| |10.|Details of the valuation report or external party report (if any) enclosed with the Notice|Company's governance policies with respect to negotiation with third parties are followed for all contracts/arrangements with related party as defined under SEBI Listing Regulations."
+"These contracts/arrangements are approved by the Audit Committee on quarterly basis.| |11.|Name of the Director or Key Managerial Personnel, who is related|N Chandrasekaran, Hanne Sorensen, O P Bhatt and Al-Noor Ramji| |12.|Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given| | |A|Source of funds|Not Applicable| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|Not Applicable| | |* Nature of indebtedness;| | | |* cost of funds; and| | | |* tenure of the indebtedness| | |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|Not Applicable| |D|The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|Not Applicable| |13.|Any other relevant information|All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice| # Item No. 7 # Material Related Party Transactions with Tata Consultancy Services Japan, Ltd., subsidiary of the Company |S/N|Description|Particulars| |---|---|---| |1.|Name of the related party|Tata Consultancy Services Japan, Ltd.| |2.|Nature of relationship [including nature of its interest (financial or otherwise)]|Subsidiary of the Company which is covered under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations| |3.|Type of the proposed transaction|(a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas (b) Supply of hardware and software (c) Reimbursement of expenses relating to IT Infrastructure services (d) Procurement of goods, services, sponsorship, etc. (e) Leasing of property (f) Any transfer of resources, services or obligations to meet its objectives/requirements| # Notice |S/N|Description|Particulars| |---|---|---| |4.|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement|Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the company operates in. Monetary value of transactions through contracts/arrangements which are entered for a duration up to 5 years or more, shall be subject to a maximum of 1 percent of the consolidated turnover of the Company for FY 2023-24, per annum.| |5.|Particulars of the proposed transaction|As provided in S/N 3| |6.|Tenure of the transaction|Contracts/arrangements with a duration upto 5 years or more| |7.|Value of the proposed transaction|As provided in S/N 4| |8.|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.|1 percent of the consolidated turnover of the Company for FY 2023-24, subject to 50 percent of the turnover of Tata Consultancy Services Japan, Ltd.| |9.|Justification of the proposed transaction|As per global network delivery model of TCS, the subsidiaries operating in respective countries enters into the contracts from customers and outsource the service delivery to the parent company TCS Limited. Solutions framework along with trained domain experts of TCS Limited ensure delivery of high quality and certainty to end-customers at respective countries.| |10.|Details of the valuation report or external party report (if any) enclosed with the Notice|All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing by Statutory Auditors.| |11.|Name of the Director or Key Managerial Personnel, who is related|K Krithivasan| # Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given |A|Source of funds|Not Applicable| |---|---|---| |B|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:|Not Applicable| |C|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)|Not Applicable| |D|The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT|Not Applicable| # Any other relevant information All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice. Shareholders' approval sought for the material Related Party Transactions entered during FY 2024-25 as given in Item Nos. 4 to 7, shall be valid up to the date of next AGM. None of the Directors or Key Managerial Personnel of the Company or their respective relatives, other than as mentioned above, are concerned or interested in the respective resolutions."
+"The said transaction(s)/contract(s)/arrangement(s) have been recommended by the Audit Committee and Board of Directors of the Company for consideration and approval by the Members. The members may note that as per the provisions of the SEBI Listing Regulations, all related parties (whether such related party is a party to the above-mentioned transactions or not), shall not vote to approve the resolutions set out at Item Nos. 4 to 7. In view of the above, Resolution Nos. 4 to 7 are placed for approval of the Members of the Company. Integrated Annual Report 2023-24 # Notice 51 # Annexure A # Details of Director seeking re-appointment at the Annual General Meeting (In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings) |Name of the Director|N Chandrasekaran| |---|---| |Director Identification Number (DIN)|00121863| |Designation and Category of Director|Chairman Non-Independent Non-Executive Director| |Date of birth and age|June 2, 1963 (60 years)| |Date of appointment|Appointed as Member of the Board on September 6, 2007 Appointed as Chairman on February 21, 2017| |Qualifications|- Bachelor's Degree in Applied Science - Master's Degree in Computer Applications | |Brief profile|N Chandrasekaran serves as Chairman of the board of Tata Sons, the holding company and promoter of more than 100 Tata operating companies with aggregate annual revenues of more than US $150 billion. He joined the board of Tata Sons in October 2016 and was appointed Chairman in January 2017. His appointment as Chairman of Tata Sons followed a 30-year career at TCS. N Chandrasekaran rose through the ranks to become the CEO and under his leadership, TCS consolidated its position as the largest private sector employer in India and India's most valuable Company. Since he has taken over as Chairman of Tata Sons, N Chandrasekaran has been driving transformation of the group towards digital, sustainability and supply chain resilience. The group has forayed into new businesses including electronics manufacturing, semiconductor, EV battery manufacturing, consumer internet platform, and mobile technology for 5G. The Tata group has expanded its aviation presence with the acquisition of Air India and is building a large global airline. N Chandrasekaran was conferred with the Padma Bhushan, one of the highest civilian awards in India, in the field of trade and industry in 2022. The French Government conferred him with Légion d'Honneur, the highest civilian award in France for his outstanding business successes and decisive contribution to strengthening Indo-French economic ties. President Eisenhower Global Award for Leadership by the Business Council for International Understanding (BCIU) was conferred to him in 2022. N Chandrasekaran is the Co-Chair of the US India CEO Forum. He is on the Board of Governors of New York Academy of Sciences, elected as an international member of the United States National Academy of Engineering (NAE), a member of the UTokyo Global Navigation Board, the Mitsubishi's International Advisory Committee and International Advisory Council of Singapore's Economic Development Board. He is the Chairman of Indian Institute of Management, Lucknow as well as the President of the Court at Indian Institute of Science, Bengaluru. N Chandrasekaran is also a member of the Stanford Doer School for Sustainability Advisory Council and the MIT CEO Advisory Board.| |Expertise in specific functional areas|Rich experience in various areas of business, technology, operations, societal and governance matters| |Terms and conditions of re-appointment|Re-appointment in terms of Section 152(6) of the Companies Act, 2013| N Chandrasekaran is also the author of Bridgital Nation, a groundbreaking book on harnessing technological disruptions to bring Indians closer to their dreams."
+"Integrated Annual Report 2023-24 # Notice # Directorships held in other companies (excluding Foreign Companies) # Listed Entities from which he has resigned as Director in past 3 years # Memberships/Chairmanships of committees of other companies # Number of Equity Shares held in the Company |Tata Sons Private Limited (Promoter Company)|1,77,056| |---|---| |Tata Steel Limited| | |Tata Motors Limited| | |The Tata Power Company Limited| | |Tata Chemicals Limited| | |Tata Consumers Products Limited| | |TCS Foundation| | |The Indian Hotels Company Limited| | |Tata Digital Private Limited| | |Air India Limited| | |Indian Foundation for Quality Management| | |Tata Electronics Private Limited| | |Agratas Energy Storage Solutions Private Limited| | # Memberships/Chairmanships of committees | |Tata Sons Private Limited|Nomination and Remuneration Committee|CSR & ESG Committee*|Risk Management Committee*| |---|---|---|---|---| |Tata Steel Limited|Nomination and Remuneration Committee|Executive Committee of the Board*| | | |Tata Motors Limited|Nomination and Remuneration Committee| | | | | |The Indian Hotels Company Limited|Nomination and Remuneration Committee| | | |Tata Consumer Products Limited|Nomination and Remuneration Committee| | | | | |The Tata Power Company Limited|Nomination and Remuneration Committee|Executive Committee of the Board*| | |Air India Limited|Nomination and Remuneration Committee|Corporate Social Responsibility & Sustainable Development Committee*| | | *Chairman For other details such as number of meetings of the Board attended during the FY 2023-24, remuneration last drawn and relationship with other Directors and Key Managerial Personnel, in respect of the above Director, please refer to the Corporate Governance Report which is a part of this Integrated Annual Report. Integrated Annual Report 2023-24 # Notice # Annexure B (i) List of identified subsidiaries of Promoter Company and their subsidiaries as on March 31, 2024 |S/N|Name| |---|---| |1|AI Fleet Services IFSC Limited| |2|Air India Express Limited| |3|Air India Limited| |4|AIX Connect Private Limited| |5|Apex Realty Private Limited| |6|Ardent Properties Private Limited| |7|Arrow Infraestate Pvt Limited| |8|Artson Engineering Limited (AEL)| |9|BUC Mobile Inc| |10|Campaign Registry Inc| |11|Campaign Registry Inc (Canada)| |12|Concept Developers & Leasing Limited| |13|Dailyninja Delivery Services Private Limited| |14|Delyver Retail Network Private Limited| |15|Dharamshala Ropeway Limited| |16|Durg Shivnath Expressways Private Limited| |17|Gurgaon Constructwell Private Limited| |18|Gurgaon Realtech Limited| |19|Hampi Expressways Private Limited| |20|HL Promoters Private Limited| |21|HLT Residency Private Limited| |22|Ind Project Engineering (Shanghai) Co Ltd| |23|Industrial Minerals and Chemicals Company Private Limited| |24|Industrial Quality Services, LLC Oman| |25|Infiniti Retail Limited| |26|Infopark Properties Limited| |27|Innovative Retail Concepts Private Limited| |28|International Infrabuild Private Limited| |29|ITXC IP Holdings S.A.R.L.| |30|Kaleyra Africa Limited| |31|Kaleyra Dominicana| |32|Kaleyra Inc| |33|Kaleyra SPA| |34|Kaleyra UK Limited| |35|Kaleyra US Inc.| |36|Kolkata-One Excelton Private Limited| |37|Kriday Realty Private Limited| |38|Land kart Builders Private Limited| |39|LFS Healthcare Private Limited| |40|Matheran Rope-Way Private Limited| |41|Mgage Athens PC| |42|Mgage SA de CV| |43|Mikado Realtors Private Limited| |44|MuCoso B.V.| |45|NetFoundry Inc.| |46|NOVAMESH LIMITED| |47|Oasis Smart E-Sim Pte Ltd| |48|OASIS Smart SIM Europe SAS| |49|One Bangalore Luxury Projects LLP| |50|One-Colombo Project (Private) Limited| |51|Princeton Infrastructure Private Limited| |52|Promont Hillside Private Limited| |53|Promont Hilltop Private Limited| |54|Protraviny Private Limited| |55|Pune IT City Metro Rail Limited| |56|SAS Realtech Private Limited| |57|Savis Retail Private Limited| |58|Sector 113 Gatevida Developers Private Limited| |59|SEPCO Communications (Pty) Limited| |60|Smart Value Homes (Boisar) Private Limited| |61|Smart Value Homes (New Project) LLP| |62|Smart Value Homes (Peenya Project) Private Limited| |63|Sohna City LLP| |64|SOLUTIONS INFINI TECHNOLOGIES(INDIA) PRIVATE LIMITED| |65|Solutions Infiny FZ LLC| |66|Supermarket Grocery Supplies Private Limited| |67|Synergizers Sustainable Foundation| |68|Tata 1mg Healthcare Solutions Private Limited| |69|Tata 1mg Technologies Private Limited| |70|Tata Capital Advisors Pte. Limited| |71|Tata Capital General Partners LLP| |72|Tata Capital Growth Fund I| |73|Tata Capital Growth Fund II| |74|Tata Capital Growth II General Partners LLP| |75|Tata Capital Healthcare Fund I| |76|Tata Capital Healthcare Fund II| |77|Tata Capital Healthcare General Partners LLP| |78|Tata Capital Healthcare II General Partners LLP| |79|Tata Capital Housing Finance Limited| |80|Tata Capital Innovations Fund| |81|Tata Capital Limited| |82|Tata Capital Plc| |83|Tata Capital Pte. Limited| |84|Tata Capital Special Situation Fund| |85|Tata Communications (America) Inc.| |86|Tata Communications (Australia) Pty Limited| |87|Tata Communications (Beijing) Technology Limited| |88|TATA COMMUNICATIONS (BELGIUM) SRL| |89|Tata Communications (Brazil) Participacoes Limitada| |90|Tata Communications (Canada) Limited| |91|Tata Communications (France) SAS| |92|Tata Communications (Guam) L.L.C.| |93|Tata Communications (Hong Kong) Limited| |94|Tata Communications (Hungary) KFT| |95|Tata Communications (International) Pte Limited| |96|Tata Communications (Ireland) DAC| |97|Tata Communications (Italy) SRL| |98|Tata Communications (Japan) KK.| |99|Tata Communications (Malaysia) Sdn."
+"Bhd.| |100|Tata Communications (Middle East) FZ-LLC| |101|Tata Communications (Netherlands) B.V.| |102|Tata Communications (New Zealand) Limited| |103|Tata Communications (Nordic) AS| |104|Tata Communications (Poland) SP.Z.O.O.| |105|Tata Communications (Portugal) Instalacao E Manutencao De Redes LDA| |106|Tata Communications (Portugal) Unipessoal LDA| |107|Tata Communications (Russia) LLC| |108|Tata Communications (South Korea) Limited| |109|Tata Communications (Spain) S.L.| |110|Tata Communications (Sweden) AB| |111|Tata Communications (Switzerland) GmbH| |112|Tata Communications (Taiwan) Limited| |113|Tata Communications (Thailand) Limited| Integrated Annual Report 2023-24 # Notice # List of subsidiaries of Tata Communications as on March 31, 2024 |S/N|Name| |---|---| |114|Tata Communications (UK) Limited| |115|Tata Communications Collaboration Services Private Limited| |116|Tata Communications Comunicacoes E Multimídia (Brazil) Limitada| |117|Tata Communications Deutschland GMBH| |118|Tata Communications Lanka Limited| |119|Tata Communications Limited| |120|Tata Communications MOVE B.V.| |121|Tata Communications MOVE Nederland B.V.| |122|Tata Communications Payment Solutions Limited| |123|Tata Communications Services (International) Pte. Limited| |124|Tata Communications SVCS Pte Ltd| |125|Tata Communications Transformation Services (Hungary) Kft.| |126|Tata Communications Transformation Services (US) Inc| |127|Tata Communications Transformation Services Limited| |128|Tata Communications Transformation Services Pte Limited| |129|Tata Communications Transformation Services South Africa (Pty) Ltd| |130|Tata Digital Private Limited| |131|Tata Fintech Private Limited| |132|Tata Housing Development Company Limited| |133|Tata Neu Private Limited| |134|Tata Opportunities General Partners LLP| |135|Tata Payments Limited| |136|Tata Projects Limited| |137|Tata Realty and Infrastructure Limited| |138|Tata Securities Limited| |139|Tata Unistore Limited| |140|Tata Value Homes Limited| |141|TC MIDDLE EAST TECHNOLOGY SERVICES L.L.C| |142|TC Networks Switzerland SA| |143|TCC Construction Private Limited| |144|TCL Employee Welfare Trust| |145|TCPOP Communication GmbH| |146|TCTS Senegal Limited| |147|Technopolis Knowledge Park Limited| |148|THDC Management Services Limited| File: AR_TCS_2023_2024.md |149|THE SWITCH ENTERPRISES, LLC| |150|TP Luminaire Private Limited| |151|TPL Services Private Limited| |152|TPL-Asara Engineering South Africa (Proprietary) Limited| |153|TPL-CIL Construction LLP| |154|TQ Cert Services Private Limited| |155|TQ Services Europe GmbH| |156|TRIL Bengaluru Consultants Private Limited| |157|TRIL BENGALURU REAL ESTATE FIVE LIMITED| |158|TRIL Bengaluru Real Estate One Private Limited| |159|TRIL BENGALURU REAL ESTATE SIX LIMITED| |160|TRIL IT4 Private Limited| |161|TRIL REAL ESTATE BALEWADI LIMITED| |162|TRIL Roads Private Limited| |163|TRIL Urban Transport Private Limited| |164|Uchit Expressways Private Limited| |165|Ujjwal Pune Limited| |166|VSNL SNOSPV Pte. Limited| |167|World-One (Sri Lanka) Projects Pte. Limited| |168|World-One Development Company Pte. Limited| # List of subsidiaries of Tata Motors Limited and Jaguar Land Rover Limited as on March 31, 2024 |S/N|Name| |---|---| |1|Jaguar Land Rover Australia Pty Limited| |2|Jaguar Land Rover North America LLC| |3|Jaguar Land Rover Slovakia s.r.o| |4|Tata Motors Body Solutions Limited| |5|Tata Motors Insurance Broking and Advisory Services Limited| |6|Tata Motors Passenger Vehicles Limited| |7|Tata Passenger Electric Mobility Limited| |8|Tata Technologies Europe Limited| |9|Tata Technologies Inc.| |10|TMF Business Services Limited (formerly Tata Motors Finance Limited)| |11|TML Business Services Limited| |12|TML Smart City Mobility Solutions Ltd| Integrated Annual Report 2023-24 # Directors' Report To the Members, The Directors present this Integrated Annual Report of Tata Consultancy Services Limited (""the Company"" or ""TCS"") along with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results | |Standalone|Standalone|Consolidated|Consolidated| |---|---|---| |Financial Year|2023-24 (FY 2024)|2022-23 (FY 2023)|2023-24 (FY 2024)|2022-23 (FY 2023)| |Revenue from operations|2,02,359|1,90,354|2,40,893|2,25,458| |Other income|7,273|5,328|4,422|3,449| |Total income|2,09,632|1,95,682|2,45,315|2,28,907| |Expenses| | | | | |Operating expenditure|1,46,512|1,39,357|1,76,597|1,66,199| |Depreciation and amortisation expense|3,887|3,940|4,985|5,022| |Total expenses|1,50,399|1,43,297|1,81,582|1,71,221| |Profit before finance costs, exceptional item and tax|59,233|52,385|63,733|57,686| |Finance costs|673|695|778|779| |Profit before exceptional item and tax|58,560|51,690|62,955|56,907| |Exceptional item| | | | | |Settlement of legal claim|958|-|958|-| |Profit before tax|57,602|51,690|61,997|56,907| |Tax expense|14,043|12,584|15,898|14,604| |Profit for the year|43,559|39,106|46,099|42,303| |Attributable to:| | | | | |Shareholders of the Company|43,559|39,106|45,908|42,147| |Non-controlling interests|NA|NA|191|156| |Opening balance of retained earnings|62,228|68,949|74,722|78,158| |Closing balance of retained earnings|55,173|62,228|70,033|74,722| # 2. Return of surplus funds to Shareholders In line with the practice of returning substantial free cash flow to shareholders and based on the Company's performance, the Directors have declared three interim dividends of ₹9 per equity share and a special dividend of ₹18 aggregating to ₹45 per equity share involving a cash outflow of ₹16,355 crore during the year. The Directors have also recommended a final dividend of ₹28 per equity share. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of ₹10,131 crore. The total dividend for FY 2024 amounts to ₹73 per equity share and would involve a total cash outflow of ₹26,486 crore, resulting in a dividend payout of 60.8 percent of the standalone profits of the Company. The Shareholders' payout with respect to dividend and buyback including tax on buyback (excluding transaction costs, other incidental and related expenses) aggregated to ₹47,445 crore, resulting in a payout of 108.9 percent of the standalone profits of the Company."
+"# Directors' Report In FY 2023, the Company paid a total dividend of ₹115 per equity share, including a special dividend of ₹67 per equity share, which resulted in an outflow of ₹42,079 crore and a dividend payout of 107.6 percent of the standalone profits of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations"") is available on the Company's website at https://on.tcs.com/Dividend. # 3. Transfer to reserves The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments was ₹55,173 crore. # 4. Company's performance On a consolidated basis, the revenue for FY 2024 was ₹2,40,893 crore, higher by 6.8 percent over the previous year's revenue of ₹2,25,458 crore. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2024 and FY 2023 was ₹46,099 crore and ₹42,303 crore, respectively. The PAT attributable to shareholders for FY 2024 was ₹45,908 crore registering a growth of 8.9 percent over the PAT of ₹42,147 crore in FY 2023. On a standalone basis, the revenue for FY 2024 was ₹2,02,359 crore, higher by 6.3 percent over the previous year's revenue of ₹1,90,354 crore in FY 2023. The PAT attributable to shareholders in FY 2024 was ₹43,559 crore registering a growth of 11.4 percent over the PAT of ₹39,106 crore in FY 2023. # 5. Quality initiatives The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices and mature business continuity management. The TCS Integrated Quality Management System (iQMS) is a structured framework to ensure consistent delivery of products and services to meet or exceed customer requirements and achieve operational efficiency. iQMS is continually evaluated and upgraded to keep pace with the external environment and emerging technologies, such as AI and Cloud, to deliver with certainty and provide outstanding value and experience to its customers. TCS has once again successfully achieved Maturity level 5 of ISACA's Capability Maturity Model Integration- Services (CMMI-SVC® V2), a worldwide recognized industry benchmark and performance improvement model. TCS continues to maintain enterprise-wide certification to the following globally recognized standards: ISO 9001:2015 (Quality Management), ISO 20000-1:2018 (IT Service Management), ISO 22301:2019 (Business Continuity Management), ISO 27001:2022 (Information Security Management), ISO 27017:2015 (Information Security Controls for Cloud Services), ISO 27018:2019 (Protection of PII in Public Clouds as PII Processors), ISO 27701:2019 (Privacy Information Management Systems). # 6. Subsidiary companies On March 31, 2024, the Company has 51 subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (""Act""). The name of Tata Consultancy Services Technology Solutions AG was changed to Tata Consultancy Services Technology Solutions GmbH w.e.f April 13, 2023. W.e.f August 29, 2023, Saudi Desert Rose Holding B.V., was merged with Tata Consultancy Services Netherlands BV, a 100 percent subsidiary of the Company. Diligenta Limited, a 100 percent subsidiary of the Company, incorporated a wholly owned subsidiary, Diligenta (Europe) B.V. in Netherlands on September 14, 2023. # Directors' Report Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.tcs.com/investor-relations. # 7. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3."
+"They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. They have prepared the annual accounts on a going concern basis; 5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024. # 8. Directors and Key Managerial Personnel As on March 31, 2024, the Company has nine Directors with an optimum combination of Executive and Non-Executive Directors including two women directors. The Board comprises of seven Non-Executive Directors, out of which five are Independent Directors. During the year, the Members approved the following appointment and re-appointment of Directors: - appointment of K Krithivasan (DIN 10106739) as the CEO & MD of the Company with effect from June 1, 2023. - re-appointment of Hanne Sorensen (DIN 08035439) and Keki Mistry (DIN 00008886) as Independent Directors for a second consecutive term of five years from December 18, 2023 upto December 17, 2028. - appointment of Al-Noor Ramji (DIN 00230865) as an Independent Director for a term of five years from October 12, 2023 to October 11, 2028. In the opinion of Board, Hanne Sorensen, Keki Mistry and Al-Noor Ramji are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company. During the year, Don Callahan (DIN 08326836) ceased to be Director of the Company with effect from January 10, 2024, upon completion of his term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance. On April 16, 2022, the Members approved the re-appointment of N G Subramaniam (DIN 07006215) as the COO & ED of the Company for a further period from February 21, 2022 to May 19, 2024, as per the retirement age policy for Directors of the Company and will hold office till such date. O P Bhatt (DIN 00548091) was re-appointed as an Independent Director at the twenty-fourth Annual General Meeting (AGM) of the Company held on June 13, 2019, for a second term of five years and will hold office till June 26, 2024. The Board places on record its appreciation for their invaluable contribution and guidance. N Chandrasekaran (DIN 00121863) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. # 58 Directors' Report Pursuant to the provisions of Section 203 of the Act, K Krithivasan, CEO & MD, N G Subramaniam, COO & ED, Samir Seksaria, Chief Financial Officer and Pradeep Manohar Gaitonde, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024. # 9. Number of meetings of the Board Five meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. # 10. Board evaluation1 The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations."
+"The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. # 11. Policy on directors' appointment and remuneration and other details The Company's policy on appointment of directors is available on the Company's website at https://on.tcs.com/ApptDirectors. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company's website at https://on.tcs.com/remuneration-policy. 1 GRI 2-18 # 12. Corporate Social Responsibility (CSR) TCS' CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://on.tcs.com/Global-CSR-Policy. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. # 13. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 14. Audit committee The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. # 15. Auditors At the twenty-seventh AGM held on June 9, 2022, the Members approved the re-appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-second AGM to be held in the year 2027. # 16. Auditor's report and Secretarial audit report The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II. # 17. Risk management The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 18. Vigil Mechanism The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report. # Directors' Report concerns about unethical behaviour. This Policy is available on the Company's website at https://on.tcs.com/WhistleBP. # 19. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements."
+"Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024 and hence does not form part of this report. Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the Shareholders on material related party transactions is being placed at the AGM. # 20. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under # 21. Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at https://on.tcs.com/annualreturn-23-24. # 22. Particulars of employees The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year: |Name|Ratio to median remuneration|% increase in remuneration in the financial year| |---|---|---| |Non-executive Directors:| | | |N Chandrasekaran@|-|-| |O P Bhatt|38.3|3.1| |Aarthi Subramanian@@|-|-| |Dr Pradeep Kumar Khosla|34.9|4.1| |Hanne Sorensen|34.9|3.6| |Keki Mistry|38.3|3.5| |Al-Noor Ramji*|$|$| |Don Callahan**|$|$| |Executive Directors:| | | |K Krithivasan#|$|$| |N G Subramaniam|346.2|8.2| |Rajesh Gopinathan##|$|$| |Chief Financial Officer:| | | |Samir Seksaria|95.4|24.0| |Company Secretary:| | | |Pradeep Manohar Gaitonde|37.3|31.6| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company and hence not stated. * Appointed as Independent Director w.e.f. October 12, 2023. ** Ceased to be Director w.e.f. January 10, 2024 upon completion of his term as Independent Director. # Appointed as the Chief Executive Officer and Managing Director w.e.f. June 1, 2023. ## Ceased to be Chief Executive Officer and Managing Director w.e.f. June 1, 2023. $ Remuneration received in FY 2024 is not comparable with remuneration for FY 2023 (for part of the year) and hence not stated. Integrated Annual Report 2023-24 # Directors' Report b. The percentage increase in the median remuneration of employees in the financial year is 10.8 percent. c. The number of permanent employees on the rolls of Company are 6,01,546. d. The average annual increase was in the range of 5.5-8 percent, with top performers receiving double digit increment in India. However, during the course of the year, the total increase is in the range of 7-9 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 1.5-6 percent. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects the Company's performance, the performance pay is also linked to organization performance and individual utilization in addition to individual performance. Increase in the managerial remuneration for the year was 8.2 percent for COO & ED. Remuneration for current and erstwhile CEO & MD, is for part of the year and hence not considered. e. The Company affirms that the remuneration is as per the remuneration policy of the Company. f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. # 23. Integrated Report The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company's long-term perspective. The Report also touches upon aspects such as organization's strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, intellectual capital, human capital, social capital and natural capital. # 24."
+"Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report (""BRSR"") form part of the Director's Report. The BRSR indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. # 25. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 26. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy: The Company is committed towards conservation of energy and climate action which is reaffirmed in its Environmental Sustainability policy (Environmental-Sustainability-Policy.pdf (tcs.com)). During the year, several initiatives were aligned to achieve the carbon targets which included those in building and IT infrastructure. Initiatives in building infrastructure included higher energy efficiencies in heating, ventilation, and air conditioning (HVAC) systems, uninterruptible power supply (UPS), green buildings and energy monitoring & analytics (Clever Energy & Resource Optimisation Centre) which have resulted in energy savings of 16,301 MWh, equivalent to 11,671 tCO2e reduction during FY 2024. Initiatives in green IT focussed on data centre and IT device consolidation and optimization to reduce the carbon footprint. The Company reduced power consumption in one of the data centres by 80kW through server consolidation and optimization. As a concomitant interim outcome, the weighted average PUE increased marginally from 1.66 in FY 2023 to 1.7 during FY 2024. In FY 2025, TCS plans to optimize and consolidate the UPS infrastructure, towards reducing the non-IT load, thereby achieving the PUE target of 1.65. In addition to this, TCS will continue to ensure energy efficiency of the equipment procured. TCS' IoT-based Real-time Energy Management System (TCS Clever EnergyTM) which involves real time energy monitoring continues to yield benefits in terms of optimization of operational energy efficiency across all offices. The roof top solar photo voltaic installations this year remained at 10.2 MWp contributing to 3 percent of total electricity use in the reporting year. A rooftop solar photovoltaic (PV) of 260 KWp has been planned for implementation in FY 2025. The Company increased the renewable energy procurement through switch over to green tariffs for its operations in several states in India, in addition to open access power purchase agreements (PPA) for renewable energy in some cases. Renewable energy # Directors' Report procurement has resulted in an increase in renewable energy use to 74 percent of total energy use during the year. TCS is certified to ISO 50001:2018 standards for Energy Management Systems (EnMS) across 22 campuses in India. Out of these, 2 campuses were added under certification in FY 2024, continuing our commitment to energy conservation and management. File: AR_TCS_2023_2024.md The above energy efficiency and renewable energy procurement efforts helped achieve a year-on-year reduction in absolute carbon footprint (across Scope 1 and Scope 2) of TCS' global operations by 31 percent. The company has achieved 80% reduction in absolute emissions (Scope 1 and Scope 2) when compared to the base year of FY 2016. The electricity consumption across TCS operations increased by 14.6% in the current year compared to FY 2023. This is due to increased scale of operations considering increase in number of associates returning to office and inclusion of 14 locations globally in the reporting boundary, leading to a 2.8% increase in electricity consumption. The Company has achieved carbon neutrality across Scope 1 and Scope 2 in Asia Pacific (including Japan), Europe, North America, UK & Ireland, Latin America, Middle East & Africa regions during the reporting year. Continued focus on the above initiatives will enable the company's aspiration of achieving its carbon target of Net Zero by 2030. # Technology absorption, adoption and innovation: # Research & Development (R&D): Specific areas in which R&D was carried out by the Company TCS Research and Innovation delivered significant value to TCS' customers, the research community and society at large through numerous initiatives and impactful outcomes."
+"# Inventing for Impact: TCS Research continued to expand its foundational research in computing and its intersection with the sciences with an emphasis on AI, especially Large Language Models (LLM). The exploration of innovative uses of GenAI has been a focal point for TCS Research this year. TCS delved deep into three key areas: (i) Generative design for scientific and engineering applications, (ii) Transformation of knowledge work, encompassing but not restricted to software development and operations management, and (iii) Reimagination of the user engagement paradigm across diverse domains. TCS explored use of GenAI to identify new molecules or modifications of existing molecules that show promise of being useful as new drugs (of medicinal value), as well as to evaluate them for ease of synthesis and manufacturing. TCS used GenAI to design alloys and materials while at the same time using generative exploration of the chemistry and the process route. The Company leveraged LLMs through the lens of domain models to curate ontology (information model) as well as failure/performance knowledge for large manufacturing operations reducing the time needed for such activities from months to days. The Munch Museum in Oslo is exploring the use of GenAI with TCS to create a co-drawing system for museum visitors. The use of GenAI in all domains of human activity is exploding and TCS Research is at the forefront of several such explorations. The Company's research on enterprise digital twins witnessed accelerated growth due to a growing interest and adoption of this technology across industries from communications to airlines and retail. TCS' strategy of investing in robotics translated to a business initiative and gained traction with customers leading to collaborative partnerships with major robotics accelerators such as the National Robotarium, UK and MassRobotics, US. The software research teams continued with their focus on self-healing and adaptive model-driven software architecture, adapting to changes and uncertainties seamlessly. TCS continues to explore and invest in foundation research encompassing topics like computing for finance, building digital twins for the human heart and brain, quantum computing and nano sensing for future IoT and healthcare applications, meta-material based reconfigurable intelligent surfaces for next-generation wireless systems like 6G, neuromorphic computing for low-power edge-AI, post-quantum cryptography, and other emerging as well as futuristic technologies. TCS continues to contribute to standards in areas such as environmental engineering, cyber security, cyber resilience, Internet of Things, smart cities, software architecture, quantum computing and communication, accessibility of ICT for the differently abled, AI, Metaverse, Agile Devops, e-Learning and FinTech-RegTech. Our brand TCS Research won at the Global Social Media Awards UK 2023 for 'Best Use of LinkedIn'. The Global Social Media Awards celebrates businesses around the world that are crashing through the algorithms and channelizing the chatter to create innovative, meaningful engagement that produces tangible results. This recognition is a testament to content innovation and motivates the Company to continue to inspire and transform the world through impactful stories of research and innovation. # Strengthening IP Base: TCS launched new IP-based offerings and enhancements of existing IP-based offerings. The Revenue Management Solution strategically navigates CPG growth by leveraging data and insights to optimize pricing, promotions, product mix, and trade investments. TCS' Observability Solution ensures intelligent, secure, and proactive monitoring for hybrid cloud applications, supporting diverse environments from SAP to Oracle ERP to custom applications across multi-cloud landscapes. The Company's Cross Industry Digital Commerce Platform provides multitude core capabilities, industry specific capabilities and an ecosystem orchestration capability to the Retail, CPG, Airline and Telecom industries. TCS ADD™ Metadata Repository won two awards for Excellence in Ancillary Pharma Services and Excellence # 62 Directors' Report in use of Technology at the India Pharma Awards 2023. TCS was also recognized with 2 Golds and 1 Bronze at Stevie Asia Pacific Awards 2023 for ignio™ (Gold), TCS Data Privacy (Gold) and TCS Travel Chatbot ""Trawiz"" (Bronze). The Company's intellectual property grew with 257 publications and presentations in top-tier journals and conferences. As of March 31, 2024, 8,040 patents have been filed (cumulatively) by the Company and 3,919 have been granted. TCS won many awards relating to IP, including the Asia IP Elite Award 2023, the National Intellectual Property Award 2023 in the category 'Top Public Limited Company for Patents Filing, Grant & Commercialization in India in the field of Service/Others Sector' and the World Intellectual Property Organization's (WIPO) National Award for Enterprises for being an exemplar of IP value creation."
+"TCS also recognized with CII Industrial Intellectual Property Awards 2023, Special Appreciation Award by CII acknowledging very special and distinctive features of some inspiring IP initiatives of the organization. # Innovating at Scale with the Ecosystem: TCS Pace TM is the fulcrum of TCS' thought leadership and continues to leverage pioneering innovation to steer businesses through emerging technologies and defineTM co-innovation strategies with customers. TCS Pace Port New York engaged with customers, analysts, and partners during the TCS Innovation Forum North America 2023. TCS Pace PortTM Amsterdam hosted the analyst community from EU and UK region, during the TCS Europe Analyst Summit 2023. TCS COIN TM expanded its global footprint by reaching out to over 250 unique TCS customers this year who need access to new technologies from start-ups. COIN Business Accelerator, a high-touch program with emerging tech companies, kicked off its 3rd cohort. The Accelerator is playing an instrumental part in TCS' ecosystem strategy, increasing its innovation footprint, and winning deals. TCS and Jaguar Land Rover (JLR) launched JLR's Open Innovation program in Tel Aviv to foster disruptive mobility innovation and strengthen relationships between JLR and Israeli start-ups, scale-ups, corporate entities, investors, and academia as part of JLR's Reimagine strategy. This partnership will leverage TCS COIN TM in Israel to identify local technology offerings and scale them to global mobility solutions and services. The academic network of TCS COINTM funds 42 strategic research project engagements across 23 academic institutions. TCS inaugurated a Research facility within the IIT Kharagpur Research Park in Kolkata this year. The new center will enable greater collaboration with IIT Kharagpur and establish TCS Research firmly within the Cyber Physical Systems and Digital Health research landscape. TCS and WIPO have joined hands to collaborate, extending the TCS Access Infinity platform to Accessible Books Consortium partner libraries in developing and least developed countries. TCS has strategically collaborated with Dassault Systèmes within the ambit of the Living Heart Project, fostering a collaborative environment encompassing cardiovascular researchers, educators, medical device developers and regulatory bodies such as the US FDA. This partnership aims to drive digital transformation in cardiovascular science by creating authentic digital simulations of the human heart. # Building a Culture of Innovation: TCS Research and Innovation continued with enterprise-wide initiatives to inspire and foster creativity across the domain. This year five teams from TCS made it to the finals of Tata Innovista 2023 and TCS won awards in the ""Piloted technologies"" and ""Implemented Innovations - Products and Services"" categories. TCS Innovista 2024, an internal shark-tank competition, concluded with the largest ever participation from TCS'ers. 12,371 teams vied for the top honors across multiple categories. The second edition of the organization wide incubation bootcamp was organized to encourage and support entrepreneurial ideas in areas of sustainability, GenAI, decentralization, EV ecosystems, and connected health. This year's edition witnessed 126 applications across 48 business units. Digital Impact Square (DiSQ) encourages innovation using digital technologies to address social challenges and has impacted 190,543 lives across various startups in FY 2024. The DiSQ has been awarded with Zero Project Award 2024 for inclusive vocational training models, inclusive education, and ICT. Several companies within the purview of DiSQ have won awards. With an aim to inspire and empower young minds to solve real-world environmental and societal challenges through technology, TCS Sustainathon Singapore addressed challenge statements issued by Dell Technologies, Citi, and LinkedIn under the theme of 'Empowering Women in STEM'. TCS Sustainathon South Africa 2023 focused on sustainable water and sanitation management. TCS CodeVita Season 11 received the highest ever registration of more than 4,44,000 from 95 countries. # Future course of action: TCS will continue scaling its investments in IP creation, partnerships and offerings to deliver market leading value to its customers, with a focus on agility and speed to market that matches the fast pace of digital transformation of its customers are undergoing. At the same time, it will continue to build its talent base and focus on building a culture of innovation in the Company. # Expenditure on R&D: TCS research and innovation centers are located in India and other parts of the world. The research centers in India function from Pune, Chennai, Bengaluru, Delhi-NCR, Hyderabad, Kolkata and Mumbai. Integrated Annual Report 2023-24 # Directors' Report # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2024 and FY 2023 are given below: |Expenditure on R&D and innovation| |Standalone| |Consolidated| | |---|---|---|---|---|---| | | |FY 2024|FY 2023|FY 2024|FY 2023| |a. Capital| |8|1|8|1| |b. Recurring| |419|375|426|380| |c."
+"Total R&D expenditure (a+b)| |427|376|434|381| |d. Innovation center expenditure| |2,228|2,048|2,317|2,119| |e. Total R&D and innovation expenditure (c+d)| |2,655|2,424|2,751|2,500| |f. R&D and innovation expenditure as a percentage of total turnover| |1.3%|1.3%|1.1%|1.1%| # Foreign exchange earnings and outgo: Export revenue constituted 93.5 percent of the total standalone revenue in FY 2024 (94.3 percent in FY 2023). |Foreign exchange earnings and outgo|FY 2024|FY 2023| |---|---|---| |a. Foreign exchange earnings|1,93,252|1,83,412| |b. CIF Value of imports|174|144| |c. Expenditure in foreign currency|81,726|75,786| # 27. Acknowledgements The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N Chandrasekaran Chairman DIN 00121863 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Directors' Report # Annexure I # Annual Report on CSR Activities # 1. Brief outline on CSR Policy of the Company TCS' vision is to empower people and communities to build self-reliance through technology while promoting the values of fairness, equity, and respect for human rights. It endeavors to connect people and communities to opportunities in the digital economy by building equitable and inclusive pathways for women, youth, and marginalized groups. To address the most pressing needs of the community, TCS primarily focuses on the areas of education, skilling, employment, and entrepreneurship. The Company enables social innovation and community projects targeted at marginalized sections of society, bridging the opportunity gap, and investing in quality education, good health and well-being, clean water and sanitation, climate action, and disaster relief efforts in support of the basic needs of global communities. Additionally, TCS forms strategic partnerships, delves into research, provides insights, and pro-bono technology consultation to bolster the capacity of grassroots organizations. To achieve transformational social impact, TCS leverages its intellectual, technological, human, and financial capital and applies its contextual knowledge and the expertise of a diverse network of leaders to design innovative and sustainable solutions for societal challenges. It executes and scales programs using its vast capabilities in technology, the large employee base who volunteer their time, skills, and expertise for causes they believe in, and impact investments in large-scale, sustainable, multi-year programs that empower communities. By directing its resources toward people and communities that need them the most, TCS assures equitable access. Every CSR initiative and program by TCS aligns with the United Nations Sustainable Development Goals (UN SDGs), while the CSR strategy incorporates inclusion into its design by aligning with the Government of India and the Tata Group's Affirmative Action. # 2. Composition of the CSR committee: |Sr. No.|Name of Director|Designation/Nature of Directorship|Number of meetings of CSR Committee held during the year|Number of meetings of CSR Committee attended during the year| |---|---|---|---|---| |1|N Chandrasekaran|Chairman, Non-independent Non-Executive Director|3|3| |2|O P Bhatt|Member, Independent, Non-Executive Director|3|3| |3|N G Subramaniam|Member, Non-Independent, Executive Director|3|3| # 3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the Company Composition of the CSR committee shared above and is available on the Company's website at https://www.tcs.com/corporate-governance. CSR policy- https://on.tcs.com/Global-CSR-Policy CSR projects- https://www.tcs.com/corporate-social-responsibility # 4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable Not applicable # 5. (a) Average net profit of the Company as per sub-section (5) of Section 135: ₹42,507 crore # (b) Two percent of average net profit of the Company as per sub-section (5) of section 135: ₹850 crore # (c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: NIL # (d) Amount required to be set off for the financial year, if any: ₹32 crore # (e) Total CSR obligation for the financial year [5(b)+5(c)-5(d)]: ₹818 crore # 6."
+"(a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ₹813 crore # (b) Amount spent in Administrative Overheads: ₹14 crore # (c) Amount spent on Impact Assessment, if applicable: NIL # (d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: ₹827 crore # Directors' Report # (e) CSR amount spent or unspent for the financial year: |Total Amount Spent for the Financial Year|Unspent CSR Account as per Section 135(6) of the Act|Amount|Date of transfer| |---|---|---|---| |827|NIL|-| | # (f) Excess amount for set off, if any: |Amount Unspent|Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5) of the Act| | |---|---|---| |-|NIL|-| |Sr. No.|Particular|Amount| |---|---|---| |(i)|Two percent of average net profit of the Company as per Section 135(5)|818*| |(ii)|Total amount spent for the Financial Year|827| |(iii)|Excess amount spent for the financial year [(ii)-(i)]|9| |(iv)|Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any|NIL| |(v)|Amount available for set off in succeeding financial years [(iii)-(iv)]|9| *Net of excess contribution from previous years set-off in the current financial year # 7. Details of Unspent CSR amount for the preceding three financial years: |Sr. No.|Preceding Financial Year|Amount transferred to Unspent CSR Account under Section 135(6)|Balance Amount in Unspent CSR Account under Section 135|Amount spent in the reporting Financial Year|Amount transferred to a Fund as specified under Schedule VII as per second proviso Section 135(5), if any|Amount remaining to be spent in succeeding financial years|Deficiency, if any| |---|---|---|---|---|---|---|---| |-|NIL|-|-|-|-|-|-| # 8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes No If Yes, enter the number of Capital assets created/ acquired: Not Applicable # Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: |Sr. No.|Short particulars of the property or asset(s) [including complete address and location of the property]|Pincode of the property or asset(s)|Date of creation|Amount of CSR amount spent|CSR Registration Number, if applicable|Name|Registered address| |---|---|---|---|---|---|---|---| |(1)|(2)|(3)|(4)|(5)|(6)| | | # 9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5) - Not Applicable K Krithivasan Chief Executive Officer and Managing Director DIN: 10106739 N Chandrasekaran Chairman, Corporate Social Responsibility Committee DIN: 00121863 Integrated Annual Report 2023-24 # Directors' Report # Annexure II # Form No. MR-3 # Secretarial Audit Report for the financial year ended March 31, 2024 [Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called ""the Company""). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2024 according to the applicable provisions of: 1. The Companies Act, 2013 (the Act) and the rules made thereunder; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5."
+"The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; 4. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period) 5. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period) 6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) 7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) 8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; 6. Other laws applicable specifically to the Company namely:- 1. Information Technology Act, 2000 and the rules made thereunder; 2. Special Economic Zones Act, 2005 and the rules made thereunder; 3. Software Technology Parks of India rules and regulations; 4. The Indian Copyright Act, 1957; 5. The Patents Act, 1970; 6. The Trade Marks Act, 1999; We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. 2. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited. # Directors' Report read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines etc. We further report that during the audit period following events occurred which had bearing on the Company's affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards etc.: The Company has completed buyback of 4,09,63,855 (Four Crore Nine Lakh Sixty Three Thousand Eight Hundred and Fifty Five) fully paid-up equity shares of face value of `1 (Rupee One) each (""Equity shares"") for an aggregate amount not exceeding `17,000 Crore on a proportionate basis, through the Tender Offer route through the Stock Exchange mechanism as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, at `4,150 (Rupees Four Thousand One Hundred and Fifty only) per Equity Share. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327F000095202 PR No.: 1129/2021 Place: Mumbai Date: April 12, 2024 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. # Integrated Annual Report 2023-24 # Directors' Report # 'Annexure A' To, The Members, Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records."
+"The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management Representation about the Compliance of Laws, Rules and Regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327F000095202 PR No.: 1129/2021 Place: Mumbai File: AR_TCS_2023_2024.md Date: April 12, 2024 # Integrated Annual Report 2023-24 # Management Discussion and Analysis # Overview of the Industry The journey over the past few years has been eventful, starting with supply-chain disruptions in the aftermath of the pandemic, the Russia-Ukraine war that triggered a global energy and food crisis, and a considerable surge in inflation, followed by a globally synchronized monetary policy tightening. The global GDP is estimated to have grown at 3.2% in CY 2023, lower than 3.5% in CY 2022, led by fears of a hard recession. Yet, despite many gloomy predictions, the world avoided a recession, the banking system proved largely resilient, and major emerging market economies did not suffer sudden stops. Economic growth has been stronger than expected in the second half of 2023 in the United States, and several major emerging market and developing economies. However, the rising momentum was not felt everywhere, with notably subdued growth in the euro area, reflecting weak consumer sentiment, the lingering effects of high energy prices, and weakness in interest-rate-sensitive sectors. Unmet revenue expectations have ushered in a new wave of pragmatism where maintaining a healthy profit margin has become pivotal for corporations due to the uncertain macro-outlook. In extreme cases, organizations resorted to cost-cutting measures, such as reducing headcount and cutting discretionary spending, including IT services. Organizations taking a more rational approach are simply shifting the emphasis of ongoing IT projects toward cost control, efficiencies and automation while curtailing IT initiatives with longer RoIs. Global technology spending on Enterprise software and IT services was close to the US$2.3 trillion mark in CY 2023, with IT services growing at 6.1% YoY to US$1.4 trillion. # Global Spend on IT Services (US$ Bn) |US$ Billion| |1.5x|1,385| |---|---|---|---| | |926|2.2x|29.1| | |13.4|TCS Revenue (US$ Bn)| | |FY 2014| |FY 2024| | The outperformance may be attributed to market share gains resulting from TCS' strategy on customer centricity, its agile organization structure, and a very stable leadership team; its investments in organic talent development, research and innovation, intellectual property, brand building, and in building newer capabilities that have helped expand wallet share with clients; and better execution resulting in greater customer satisfaction. # TCS' Business # An Overview TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 56 years. It has a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, application services, digital transformation services, AI and cloud services, engineering services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. The company leverages all these capabilities and its profound contextual knowledge of its customers' businesses to create bespoke, high quality, high impact solutions designed to deliver. The global IT services industry continues to be a highly fragmented one, with even the largest provider having a mid-single digit market share. TCS is among the largest IT services providers globally, with a market share of 2.1%. TCS' outperformance is significantly higher over the last decade. 1 Nasscom, World Economic Outlook, IMF, April 2024 2 Gartner # Management Discussion and Analysis differentiated business outcomes. These solutions are delivered using its operating model which enables a highly distributed, Location Independent Agile™ delivery. TCS geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia Pacific, India and Middle-East Africa. TCS considers industry verticals as its primary go-to-market business segments."
+"The five key vertical clusters are: Banking, Financial Services and Insurance (BFSI), Communication, Media and Technology (CMT), Consumer Business, Life Sciences and Healthcare, Manufacturing and Others such as Energy, Resources and Utilities, Public Services and Products. # Strategy for Sustainable Growth TCS has successfully navigated through multiple technology cycles since its inception, transforming and adapting each time to build relevant new capabilities and helping its clients realize the benefits of that innovative technology. TCS' responsiveness, agility and adaptability to change have been core to its longevity. Customer-centricity is at the heart of TCS' strategy, organization structure and investment decisions. TCS has been broadening and deepening customer relationships by continually looking for new opportunities and newer areas in their businesses to add value, proactively investing in building capabilities, reskilling its workforce, and launching innovative services, solutions, products, and platforms to address those opportunities. TCS is reinventing itself at a time of unprecedented change in the IT Services industry. Digital, AI and Cloud technologies are now business enablers, and core to the success of business, fueling the need for enterprise-wide transformation and continuous innovation. Technology disruption is blurring traditional industry lines, making cross-industry expertise an imperative. Adaptation is the key to survival. TCS believes in the power of inspiration and invention to build greater futures and help in transforming industries. The company's research and innovation team apply scientific rigor and a collaborative mindset to solve pressing problems faced by industries and society. Over time, this strategy has resulted in deep and enduring customer relationships, a vibrant and engaged workforce, industry-leading profitability, a steady expansion of the addressable market, and a proven record of accomplishment in delivering longer term stakeholder value. # Enabling Investments TCS has been at the forefront of every technology adoption cycle over the past several decades. The company has anticipated every technology change and invested in innovation, talent, intellectual property, and partnerships well in advance. TCS pioneered the 'Default is Digital' approach to leverage the new family of technologies that emerged in the last decade. TCS was early to identify that decision making in enterprises would increase in complexity and would require novel uses of digital technologies. Its research into Enterprise Digital Twins enables it to simulate enterprises in hi-fidelity and use AI for decision making. Backed by 10 years of research (started in 2013) and over 40 publications in top-tier journals, TCS launched an Enterprise Digital Twin product offering called TCS TwinX™. The multiple award-winning product today simulates enterprise decision making for several TCS customers. Quick to recognize the potential of cloud, the company made investments ahead of time in launching new platform-based business models as far back as in 2009, reskilling the workforce, research and innovation, building collaborative workspaces and innovation centers, intellectual property, and alliances and partnerships. TCS created a separate research group focused on 'Deep Learning and AI' in 2017 and identified 'AI' as a critical skill that every researcher should acquire. TCS has doubled down on partnerships in areas such as AI, Quantum Computing and Cybersecurity. These early investments have given TCS a head-start in being a partner in its customers' technology adoption lifecycles. The exploration of innovative uses of GenAI has been a focal point for TCS Research this year. More details on TCS R&I investments during the year are available on Page 61 of Directors' Report in the section on 'Technology absorption, adoption and innovation'. TCS' dedication to innovation is evident with its dynamic intellectual property (IP) portfolio, which saw continual enhancement through the filing and granting of patents and the publication of research papers. TCS' IP portfolio has grown by a CAGR of over 13% over the past decade. TCS is the largest patent filer in the industry category in India and has been honored with 42 IP awards in the last 10 years, including winning the National IP Award 4 times in the last 7 years. TCS' dedicated practice units around major hyperscalers have been steadily investing in training, certifications, credentials and in building solutions and intellectual property on their respective hyperscaler stacks. AI.Cloud Academy was launched to bring together initiatives from all Cloud and AI partners, and to drive talent transformation at scale with a theme ""Making AI REAL"" for TCS' customers. As on 31st March 2024, TCS had one of the world's largest AI/ML and GenAI trained workforce. AI Experience Zone, TCS's indigenous, multi-platform AI playground continues to develop employees with higher competencies in GenAI through Industry specific use cases integrated into programs and hackathons."
+"One of the significant investments has been in building a multi modal, hyperscaler agnostic, domain catalogue enabled, pattern driven, multi orchestrator GenAI platform called TCS AI WisdomNext to help customers accelerate their GenAI journey. In addition to the hyperscalers, TCS has also invested in building key partnerships with other major cloud and AI ecosystem partners, to bring best of GenAI offerings to TCS' customers. TCS has invested in deep dive technical training along with hands-on sessions to help upskill existing employees thereby empowering # Management Discussion and Analysis TCS has launched AI Academy and the AI Experience Zone platform for experiential AI/ML and GenAI talent development. TCS has launched several PoVs on how the industry value chains including personas involved can be transformed using the power of GenAI. TCS also has significantly invested in onboarding 150+ horizontal and vertical solutions on hyperscaler platforms in a cloud native manner augmented with GenAI capabilities. As TCS transforms industries, building momentum requires continuous perseverance, flawless execution against the company's strategic priorities: Customer Centricity and Employee Empathy. # TCS' Strategic Responses to Opportunities and Threats |Opportunity / Threat|TCS Approach| |---|---| |Macroeconomic uncertainty and geopolitical volatility impacting decision making and prompting an increased mix of cost optimization and cloud transformation-led deals and reduced discretionary spend|- Proven track record in helping enterprises reduce their cost of operations. - Proactive pitching of IT and business operating model transformations that deliver greater efficiency, enhance enterprise agility, resilience and better output. - Leveraging full services capability and deep client relationships to propose product-aligned operating models. - Use of TCS Cognix™ to accelerate operations transformation, using over 600 pre-built automation components that infuse AI/ML and other technologies into IT and business processes to reduce human intervention, increase velocity and productivity. | |Greater interest in using technology to drive business growth and differentiation|- Focused on developing contextual knowledge and applying that for inside-out transformations. - Continued investments in research and innovation, TCS Pace Ports, and intellectual property. - Dedicated practice with domain experts to bring together TCS' differentiated capabilities from across the organization to stitch together comprehensive solutions. - Proactive pitching of solutions to customers' most pressing business problems. | # Outcomes - Strong deal flow resulting in a robust order book that gives better visibility of medium to long-term growth. - Market share gains in vendor consolidation led deals. - Efficiency gains helping fund client's transformation programs in some instances. - TCS Cognix recognized as a means of driving quicker realization of RoI. - Expansion of addressable market. - Higher quality revenue, lending margin resilience. - More deeply embedded in the client's business. - Engaging with a broader set of buyers in the client organization. - Higher visibility within C-Suites. - Refocused on industry expertise, as well as technology and service lines, increased investment in regional markets to diversify portfolio. - Nation building programs which add to capabilities and credentials. - Deepened partner ecosystem for joint go-to-market strategy. Integrated Annual Report 2023-24 # Management Discussion and Analysis |Opportunity / Threat|TCS Approach|Outcomes| |---|---|---| |Strategic technology investments|- Set up the AI.Cloud unit bringing both Cloud and AI capabilities together to drive transformations for the customer under a 'Responsible AI' framework; invested in Intrapreneurial teams to discover the art of the possible. - Continued investment in skill building, certifications, credentials, IP and accelerators. - Made available TCS products and solutions on public clouds. |- Strong growth in cloud migration and transformation revenues. - Working on 250+ PoCs and PoVs in Assist and Augment use cases, few programs moving into production. - Top tier partner to each of the hyperscalers. - Preferred partner to clients seeking to use cloud native capabilities to power their business transformation. - Over half of the workforce trained in AI/ML and GenAI technologies. | |Greater acceptance of as-a-Service platforms|- Strengthened alliances and launched new offerings around the popular and new SaaS products. - Helped ISV* clients upgrade their products to launch new SaaS versions. - Partnering with product manufacturers to help launch innovative as-a-Service offerings using TCS Bring Life to Things IoT framework. |- Outperformance and differentiated growth compared to peers. - Stronger win-win partnerships. - Expansion of addressable market. - Strong growth in SaaS sales. - Platforms drive stickier relationships, with long term revenue visibility. | | |- Promoted SaaS versions of in-house product portfolio, now available on hyperscaler platforms. - Used IP portfolio to launch new platforms that bundle IP and shared services on the cloud."
+"| | * Independent Software Vendor # Talent Management TCS is a talent and innovation led organization that aims to attract, develop, motivate, and retain diverse talent, which is critical for its competitive differentiation and continued success. TCS strives to create a vibrant workplace and an engaged workforce by encouraging four behaviors: follow your passion, stay hungry, commit to lifelong learning, and thrive together. In FY 2024, the total employee base of TCS was 601,546, representing 152 nationalities, with 35.6% women in the workforce. # Talent Acquisition The company remains the preferred employer and one of the largest job creators in IT services in several major markets, for both freshers and lateral hires. FY 2024 has been yet another vibrant year for Talent Acquisition with strong business partnerships to meet talent requirements proactively, at scale and on-demand. # Key Achievements: - Hiring during the year: During the year, the company's hiring strategy included a mix of physical campus visits, candidates hired through its National Qualifier Test (NQT) and focused hiring from top B-schools. TCS continues with internship and placement offers as part of the Strategic Leadership Program. - TCS Academic Interface Program (AIP) continued to engage with faculty and students through focus group connections, workshops, faculty development programs and other campus outreach activities. In FY 2024, TCS engaged with over 194,000 students and about 17,500 faculty members in nearly 1,200 partner academic institutes across the world. More than 1,500 interns were engaged during the year. - TCS Sangam: ""Meeting of Minds"" is TCS' flagship event celebrating industry-academia collaboration. Sangam 2024 saw participation from more than 80 leading academicians including distinguished Vice Chancellors and Directors representing a diverse group of institutions including IITs, NITs, IIMs, and premium institutions. # Talent Development Building a future-ready workforce is one of the top priorities for Talent Development. In FY 2024 several key initiatives were launched to inculcate a strong engineering culture among the company's employees and build deeper skills in market relevant technologies and create an AI ready workforce. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Few notable programs: - #IamGenAIReady - Intense focus on building GenAI capabilities with a goal to make ""Every TCSer GenAI ready by 2025"". TCS exceeded its initial targets and now has one of the world's largest AI/ML and GenAI Ready workforce across the world. - Building a Strong Engineering Culture: - Software Engineering - Reinforcing clean coding and assuring best engineering practices. - Secuware training program to create deep understanding of secure coding and configuration practice across Application, Network, Cloud and Data Systems. - TCS Elevate: TCS' pioneering program linking learning to career growth and reward covered over 423,000 employees. More than 35,200 employees were identified as high talent and saw an increase in their compensation. - TCS Contextual Masters: TCS' program to identify tenured employees with contextual knowledge of the customer's business and technology landscape, continues to expand with over 73,000 Contextual Masters who are being groomed to be next generation transformation leaders. # Key Metrics: - More than 147,000 external certificates were acquired in FY 2024. - TCS continued its focus on leveraging internal talent through upskilling and cross skilling for growth opportunities. In FY 2024, 33% of job requirements were fulfilled through grooming its internal talent. # Talent Transformation TCS is building a culture of mentoring and promoting it through systemic intervention programs, and the company now has over 36,000 mentors. TCS has multiple initiatives to help employees achieve career growth and aspirations. - iConnect - Collaboration tool designed to help employees reach out to senior mentors for guidance on career paths. More than 103,000 iConnect sessions were initiated. - Xcelerate - TCS' in-house career guidance system, which guides TCSers to share their career aspirations. The portal saw more than 462,000 aspirations recorded in FY 2024, and over 26,300 have met their aspirational roles. - Over 135,000 TCSers initiated their 360-degree inclusive feedback process, with team members, peers and managers being nominated as participants to give feedback on their skills and attributes. This engagement provides strong impetus toward overall talent transformation at each individual level. Compensation levels are merit based, determined by qualification, experience levels, special skills if any, and individual performance. Compensation structures are driven by prevailing practices in each country that TCS operates in. The merit based, democratized, transparent talent framework - Elevate, is designed to establish a tighter linkage between learning, skill development, career, and reward."
+"The company regularly benchmarks its compensation plans and benefits with the market to ensure competitiveness. Across the enterprise, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location. # Talent Engagement In FY 2024, focus was on value-driven, and positive wellbeing of the employees to increase pride and belongingness. The key initiatives driven for impact were manager sensitization workshops for culture assimilation, joiners' talent integration, career growth and total wellbeing of the employees. With TCS encouraging 100% employees returning to work, various programs are being run to enable higher levels of engagement. Employees were engaged through town halls and project confluences with an emphasis on Living my Values, Build my Career and Lifelong Learning. The company enabled more than 33,000 one-on-one mentoring sessions and over 255,000 one-on-one HR career conversations. # Family Day: The Family Day Fiesta is a well-thought-out endeavor to strengthen bonds, instill pride, and propagate the #OneTCS culture. The event provides an open invitation for family members to step into TCS offices, allowing them to experience the work environment firsthand. It was celebrated across 14 India locations, with over 300,000 people taking part with great enthusiasm. # Other engagement and collaboration platforms in TCS include: - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing and for rewards and recognition. - Safety First: Initiative focused on employee safety and security. - TCS Cares: Aims to build an emotionally strong and mentally resilient workforce through sensitization, easy access to self-help and counselling. More than 24,000 counselling sessions were availed globally and over 40,000 employees attended TCS Cares webinars globally. - Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness. - Health & Wellbeing: 140,000 active users contributed total 50 million+ kms. - Yoga: Over 45,000 employees took part in practicing Yoga. # Management Discussion and Analysis # PULSE Pulse 2023 recorded an enthusiastic participation with more than 82% of employees taking the survey. TCS has achieved a Satisfaction Index of 79.0 and Engagement Index of 80.0. # Purposeful People Policies Key policies introduced in FY 2024 include: - Policy on Flexible Work Arrangements extended the scope of the existing policy to provide necessary support and flexibility to all employees (inclusive of fathers/non-birthing parents) who are primary caregivers of young children, post childbirth or adoption of a child. - Considering TCS has a considerable workforce below 40 years of age, TCS encouraged employees to prioritize their health and fitness, and revised its TCS India Policy - Preventive Health Screening, to extend the scope of the existing policy to employees under the age of 40 years. # Employee Retention TCS' values-driven culture, progressive HR policies, and philosophy of investing in people and empowering them have been integral in creating a culture of belonging. The company's philosophy of grooming leadership from within and giving the first right of refusal to internal talent for new open positions inspires higher levels of loyalty to the organization. This has resulted in a very strong, deeply acculturated mid-layer with long tenures in the company. They have played a pivotal role in integrating new talent and have added significant value through their contributions and contextual knowledge. The company's employee friendly policies and processes, collaborative and inclusive work environment, investment in learning platforms and providing vibrant learning and career growth opportunities have helped it remain a benchmark in talent retention. IT services' attrition trended down throughout the year and was 12.5% for FY 2024. At TCS, three months' notice is required from either side for termination. # Return to Office TCS is built on deep engagement with its diverse and distributed workforce, instilling in them a sense of purpose as well as a sense of belonging and pride. Return to Office (RTO) is a key priority to better integrate new joiners and stay deeply engaged with all its people, thereby fostering 'TCS Culture' and the 'TCS Way'. This is vital for employees to ""experience"" the workplace ecosystem. RTO has been the key priority to better integrate new joiners and stay deeply engaged with all its employees. TCS has approximately 55% of its employees working from the office on all working days of the week."
+"# Culture and Diversity TCS is an equal opportunity employer and has a well-defined and progressive Diversity, Equity and Inclusion (DEI) policy embracing all diversity parameters which includes gender, marital status, religion, race/caste, colour, age, ancestry, nationality, language, ethnic origin, socio-economic status, physical appearance, disability, sexual orientation, gender identity and/or expression and any other category protected by applicable law. TCS recognizes that a diverse and inclusive workforce is necessary to drive innovation, foster creativity, and guide business strategies. Other highlights include: - iExcel: TCS' flagship executive leadership development program for women completed 24 editions, benefiting over 1,700 women leaders. - Client engagement: Allies of Diversity is a program where senior leadership from client organizations are invited to share diversity best practices. Engagement with 100 C-Suite leaders and 80 different client organizations has been completed to date. - Education and Sensitization: TCS has mandatory online training designed to sensitize employees on key concepts of DEI. More than 500,000 employees completed this in FY 2024. - Employee Resource Groups: Platforms for under-represented communities and their allies to share concerns, experiences, stories and strategic solutions. TCS has 13 voluntary, employee-led groups that have come together based on shared diversity identity characteristics or interest. - Champions of Equity: This campaign was created to ensure a fair and inclusive culture in the workplace. A Champion of Equity is someone who treats everyone with fairness and transparency and holds a strength-based approach towards every individual, culture, and system. - Supplier Diversity: TCS has a Supplier Diversity Program that identifies certified diverse suppliers that can provide competitive, high-quality goods and services whose business model is aligned with the company's business strategy. # Occupational Health and Safety TCS has a well-defined Occupational Health and Safety (OHS) policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The Stakeholders' Relationship Committee in the Board reviews the company's health and safety performance half-yearly. 89.6% of the workforce is represented in joint management-employee health and safety committees that monitor, advise, and drive occupational, health and safety initiatives. TCS is certified to ISO 45001:2018 Occupational Health and Safety Management System standard across 129 of its facilities worldwide covering 84.9% of delivery centers corresponding to 89.6% of people footprint operating from these locations. General safety awareness (fire safety, office safety, road safety etc.) and safety incident reporting awareness was provided to employees through monthly themes and campaign initiatives. The company continued to focus on creating ergonomic awareness including correct postures and workstation stretches for an office-based work environment through the ergonomic campaigns and periodic webinars. There were also several fitness programs, including yoga and meditation practices, mental health and wellbeing which drew employee participation. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Financial Performance Overview File: AR_TCS_2023_2024.md The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2024. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the Company') are prepared in accordance with the Indian Accounting Standards (referred to as `Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. # Overview of the Consolidated Financial Results | | |FY 2024*| |FY 2024| |FY 2023| | |---|---|---|---|---|---|---|---| | |Amount|% of Revenue|% Growth|Amount|% of Revenue|Amount|% of Revenue| |Revenue from operations|240,893|100.0|6.8|240,893|100.0|225,458|100.0| |Earnings before interest and tax (EBIT) (Before other income)|59,311|24.6|9.4|58,353|24.2|54,237|24.1| |Profit after tax attributable to shareholders of the company|46,585|19.3|10.5|45,908|19.1|42,147|18.7| |Earnings per share (in ₹)|127.74| |10.9|125.88| |115.19| | # Analysis of Revenue Growth and Margin Performance On a reported basis, TCS' revenue grew 6.8% in FY 2024, compared to 17.6% in the prior year. The company's performance showed a remarkable resilience against the backdrop of macro uncertainty and geo-political volatility. Demand for TCS' services, particularly around cloud adoption, cost optimization, vendor consolidation and operating model transformation, resulted in record deal wins. The newly won deals conversion into revenue continued as expected, but the revenue inflows kept getting neutralized by reduction in the existing revenue base as some of the earlier projects got completed, optimized, or in some cases, downsized. This led to overall muted revenue growth in FY 2024. EBIT margins were 24.6%* in FY 2024, compared to 24.1% in the previous year."
+"Margin improvement was led by improved productivity, better utilization and reduction in subcontractor expenses. # Average Currency Exchange Rates |Currency|Weightage (%)|FY 2024|FY 2023|% Change YoY| |---|---|---|---|---| |USD|53.3|82.83|80.74|2.6| |GBP|14.4|104.07|96.98|7.3| |EUR|11.1|89.80|84.01|6.9| Movements in currency exchange rates through the year resulted in a positive impact of 3.4% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was 3.4%. # Growth Attributable To | |FY 2024 (%)|FY 2023 (%)| |---|---|---| |Business growth|3.4|13.7| |Impact of exchange rate|3.4|3.9| |Total Growth|6.8|17.6| * Excludes settlement of legal claim # Management Discussion and Analysis # Segmental Performance The revenue break-up by Industry Vertical and Geography is provided below: # Revenue by Industry Vertical # Revenue by Geography |Others|8.7%| |---|---| |Manufacturing|9.8%| |Life Sciences|11.1%| |Banking, Financial Services and Insurance|37.7%| |Consumer Business|16.3%| |Communication, Media and Technology|16.4%| |Middle East and Africa|2.1%| |---|---| |India|5.6%| |Asia Pacific|7.8%| |Latin America|2.0%| |Continental Europe|14.9%| |North America|51.1%| |United Kingdom|16.5%| # Segment revenues, year on year growth, a brief commentary and segment margins are provided below: |Industry Vertical|Segment Revenue FY 2024 (FY 2023)|YoY Growth %|Key Demand Drivers|Segment Margin FY 2024 (FY 2023)| |---|---|---|---|---| |Banking, Financial Services and Insurance|90,928 (86,127)|5.6|* Customer journey transformation, payment modernization, new products and services creation with simultaneous transformation of core systems, legacy modernization, and systems of engagement. * GenAI / AI for hyper personalization, fraud detection, AI-driven advisory and customer support. * Sustainability and climate change initiatives, green lending, ESG regulatory compliance. * Service Reliability Engineering, implementation of future-ready target operating model.|25.9 (25.9)| |Communication, Media and Technology|39,391 (37,653)|4.6|* 5G and fiber rollout, digital product innovation, smart bundling, network virtualization, product and platform engineering. * Steady adoption of GenAI, autonomous networks, automated content creation, contact center transformation, marketing personalization, field operations productivity, software engineering, ecosystem play. * Product innovation- Digital platform led businesses, Next-gen communication tech (5G and Satellite Communication), AI platforms, faster and efficient chips, cloudification of the engineering environment. * Enabling new business models- Everything-as-a-service (XaaS), Subscription-based services (SaaS), transition to direct channels. * Digital core transformation- Next generation cloud ERPs, PLM, CRM to standardize, simplify and scale business, cloud data engineering and analytics.|27.7 (28.3)| Only industry specific drivers are listed. In addition, every industry vertical saw demand for TCS' services arising from IT estate rationalization, core platform simplification, application and data modernization, ERP modernization, cloud adoption and infrastructure modernization, hybrid cloud strategies, hyper automation, cloud enablement, cloud migration, data democratization, data compliance and protection, IT infrastructure modernization, employee experience redesign, digital workplace transformation, cyber security, intelligent automation, business and IT operating model transformation, agile and DevOps adoption, digital marketing and analytics, mergers, acquisitions and divestitures, supply chain transformation, vendor consolidation and cost optimization. Also, there is an increasing interest in Gen AI led value chain transformation. Integrated Annual Report 2023-24 # Management Discussion and Analysis # 77 |Industry Vertical Segment|YoY Revenue FY 2024 (FY 2023)|Revenue Growth %|Key Demand Drivers7|Segment Margin FY 2024 (FY 2023)| |---|---|---|---|---| |Consumer Business|39,357 (37,506)|4.9|- Marketplace, social commerce, future stores, Retail media networks, payments. - Smart checkout, smart shelves, smart manufacturing, sustainability, AI-enabled pricing. - Resilient and intelligent supply chain, track and trace, last-mile delivery, intelligent inventory management, green labelling. - Seamless and unified customer experience across channels (omni-channel), hyper personalization, CX and recommendations, AI for apparel design. |26.0 (25.7)| |Travel, Transportation and Hospitality| | |- Retailing in airlines, new distribution capability, decision intelligence. - Automation and self-service, touchless experience, digital identity solutions, maintenance drones, autonomous vehicles, and robotics. - Warehouse robotics, intelligent shipment planning, last mile delivery, real-time insights driven operations, AI-enabled pricing, end-to-end shipment visibility in logistics. - Safe and sustainable travel. | | |Life Sciences and Healthcare|26,745 (24,605)|8.7|- Modernization of clinical landscape to accelerate launch of new medicines, repurpose medicines and reduce cost of clinical trials. - Digital twin for manufacturing and factory of the future. - GenAI to empower knowledge synthesis and high precision in contextual information discovery. - S/4 Hana led enterprise transformation. |28.5 (28.0)| |Health Care| | |- AI driven agility in decision making and increasing efficiency across the ecosystem. - Patient experience, new business models in value-based care, remote care, and care in new settings. - Structural changes to address access to care, experience, quality and affordability, transparency and trust, holistic health. | | # Integrated Annual Report 2023-24 # Management Discussion and Analysis |Industry Vertical|Segment|YoY Revenue|Revenue FY 2024 (FY 2023)|Growth %|Key Demand Drivers|Segment Margin FY 2024 (FY 2023)| |---|---|---|---|---|---|---| |Manufacturing|Revenue|23,491|(21,236)|10.6|* Sustainable fuels, sustainable transportation, sustainable materials, circular economy. * Connected Autonomous Vehicles, Advanced Driver Assistance Systems."
+"* Resilient supply chain, parts track and trace, D2C. * Vertical farming, precision agriculture. * Battery technology, Electric vehicles. * Connected assets and smart plants, factory twin, plant safety and modernization, energy efficiency and decarbonization, emission tracking and monitoring. * GenAI as an enabler across the value chain, specifically in the areas such as sales cycles, product design and development.|30.9| |Others|20,981|(18,331)|14.5|22.3| | | # Business Outlook Global growth estimated at 3.2 percent in 2023 is projected to continue at the same pace in 2024 and 2025. With disinflation and steady growth, the likelihood of a hard landing seems to have receded, and risks to global growth seem broadly balanced. The uncertainty seen through last year is expected to persist for the next few quarters. Capex investments are projected to remain subdued as enterprises focus on maximizing returns from existing investments, resulting in muted spending on infrastructure, software, and services. Cessation of hostilities and successful control of inflation can be the triggers for recovery which will stimulate global demand. This, in turn, should prompt customers to resume spending on discretionary products and services. Despite challenges, spending on IT services has been resilient so far. Cloud technologies have become the mainstay of an enterprise's agenda and key to achieving sustainable growth. As a unifying digital hub that brings multiple other technologies to life, cloud has accelerated digital and business transformation over the last fiscal. The higher level of uncertainty in the business environment has made clients more receptive to proactive proposals around IT and business operating model transformations that can not only deliver significant efficiencies but also help them become more agile and resilient. All this has resulted in a record order book for FY 2024, at US$42.7 billion. Global IT Spending is expected to increase 8% in 2024, with enterprises emphasizing on organizational efficiency and optimization. Last year saw GenAI seemingly at the heart of every strategic discussion. Fueled by cloud, this combination of AI capabilities is creating new possibilities and new opportunities. Firms will continue to invest heavily in technology to enhance efficiency, security, and customer experience. Rise in spend is expected in cloud computing, ecosystem play and GenAI leading to better resilience and new customer value creation. Cybersecurity will remain a top priority, driving demand for advanced threat detection and prevention solutions. All the above factors provide growth visibility over the medium to long term amid near-term uncertainty. If the delayed decision-making and cash conservation seen in some segments through FY 2024 continues into the next fiscal year, it could lead to a moderation in growth in FY 2025. # Key demand drivers expected to power the company's growth in FY 2025 include: - Technology transformation: IT infrastructure modernization, cloud enablement, application and data estate modernization, cloud migration and transformation; data centre and collocated data support; SaaS adoption; digital workplace; digital twins; cyber security; ERP modernization; low-code no-code; 5G/Edge and AI adoption. - Business Transformation: Customer experience transformation using personalization, omnichannel implementation, immersive experiences using XR/Metaverse; product and business model innovation; supply chain modernization; M&A integration / divestitures; sustainability, new business model enablement, by harnessing GenAI. - Operations: Plain vanilla outsourcing, vendor consolidation and multi-services deals; AI/ML-led transformation of IT/business operations for greater resilience and leaner operating models; managed services models and real-time operation visibility. 8 IMF World Economic Outlook Update, April 2024 9 Gartner # Management Discussion and Analysis # Enterprise Risk Management TCS understands the importance of effectively managing and mitigating risks to protect the company's business, its clients, to add value for all its stakeholders, and ensuring that the company's reputation is intact. The company follows a comprehensive enterprise risk management framework (based on best practices from COSO 2017 and ISO 31000:2018) that encompasses risk identification, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. Fostering a risk aware culture and empowering leaders to take intelligent risks to maximize value are crucial. TCS regularly conducts risk reviews, assessments, and scenario planning to anticipate potential challenges and develop mitigation plans. Key risk indicators and control indicators are used to assess risks, provide early warnings, and consider effectiveness of the mitigation actions, respectively. Furthermore, the company engages with all stakeholders, including customers, employees, suppliers, partners and regulatory authorities, to ensure transparent and collaborative risk management practices. TCS takes a holistic view of its enterprise risk profile, covering strategic, operational, compliance, financial and catastrophic risks, thus enabling informed decision-making."
+"Risks are assessed and managed at various levels with a top-down and bottom-up approach across the enterprise, business units, geographies, business functions, customer relationships and individual projects. By proactively managing and mitigating these risks, the company's aim is to ensure the long-term sustainability and success of the company. TCS is confident that its robust risk management initiatives, coupled with its commitment to innovation and excellence, will enable the company to navigate the challenges of the IT industry and capitalize on the opportunities that lie ahead. # Key Risks (R) / Opportunity (O) Volatile global political and economic environment (R) Impact On: Human Capital, Financial Capital - Broad-based business mix, well diversified across geographies and industry verticals. - Monitor changing geopolitical scenarios and strengthen internal controls to further safeguard against secondary risks. - Country-level business continuity plans in place to address potential conflicts in the region. - Offerings and value propositions targeting all CxOs (in addition to the CIO) in the customer organization. - Focus on cost and optimization propositions, including vendor consolidation initiatives in the near term to improve their business efficiency, when the customer's discretionary budgets are uncertain. - Participate in the customer's business transformation initiatives through breadth and depth of services and offerings. - Enter more long-term contracts. - Proactively invest in infrastructure and resourcing to meet anticipated customer demand for flexible products, AI/GenAI offerings, platforms-based solutions and subscription-based services to gain market share and new clients and markets. Negative financial implications of the risk or opportunity 10 GRI 3-3 11 GRI 201-2 Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Ability to attract and retain top talent; short supply of emerging technical skills (R) Impact On: Human Capital, Intellectual Capital - The company's ability to attract, develop, motivate, and retain talent is critical to its business success. - Inability to scale up experienced professionals with niche digital/AI/GenAI skills from the market or lack of these skills in-house, can also impact TCS' ability to grow. - Talent scarcity can lead to poaching of the company's employees and result in higher attrition. This can disrupt ongoing projects, slow down planned ramp ups and affect revenue growth. # Restrictions on global mobility, location strategies (R) Impact On: Human Capital, Intellectual Capital - Distributed software development models require the free movement of people across countries and any restrictions in key markets pose a threat to the global mobility of skilled professionals. - Restrictions due to legislations which limit the availability of work visas, or which apply onerous eligibility criteria or costs, may lead to project delays and increased cost of doing business. # Business model changes in customer environment (R & O) Impact On: Financial Capital, Intellectual Capital Risk: - Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. # In case of risk or opportunity, approach to adapt or mitigate Financial implications of the risk or opportunity - Commitment to organic talent development, best in class learning and development, career growth linkage to cross-skilling / upskilling, preference to internal talent for new leadership positions, all incentivize and improved retention. - Massive re-skilling program #IamGenAIReady to train employees on AI/GenAI and other emerging technologies to be ready for deployment in customer projects. - Focused employee engagement program which includes bringing all employees 'Back to Office', to increase a sense of belonging and foster the TCS culture. - Leverage top employer brand and social networking sites and talent sourcing channels to tap into the passive pool. - Reduce talent acquisition cycle time to improve joining rates through innovative practices. - Engage in various markets through investments in STEM/GoIT programs, campus engagements, local hiring and building reputation to attract local talent. - Material reduction in dependency on work visas through increased hiring of local talent including freshers, use of contractors, local mobility and training in all major markets. - Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location. - Ongoing monitoring of the global environment, working with advisors, partners, trade bodies, research institutes and governments to promote local talent building efforts, specifically in STEM initiatives. - Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation."
+"- Investments in innovation and differentiated capabilities at scale on emerging technologies through large scale reskilling, external hiring, R&I, solution development and IP asset creation leveraging deep contextual knowledge across customer specific domain, technologies, and processes. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) |Impact on the Company|In case of risk or opportunity, approach to adapt or mitigate|Financial implications of the risk or opportunity| |---|---|---| |* High levels of economic uncertainty can result in clients recalibrating their IT programs and pulling back discretionary spend.|* Dedicated service unit AI.Cloud set up bringing both cloud and AI capabilities together to drive transformations for the customer under a 'Responsible AI' framework providing solutions on leading hyperscaler platforms.| | |* Increased focus on corporate restructuring and mergers and acquisitions in some industries is driving vendor consolidation and cost reduction pressures.|* Constantly scouring the technology landscape using strong partnerships with clients, technology providers, academia, and start-ups, to spot new trends, technologies, and potential threats; invest early in building capabilities to mitigate risks and participate in the opportunities.| | |* Inability to quickly adapt could affect company's competitiveness and result in loss of customer's wallet share.| | | |Opportunity:|* Innovative offerings like operating model transformations using TCS Cognix™ to help deliver significant cost savings quickly.| | |* Increased focus on corporate restructuring and mergers and acquisitions in some industries is creating new opportunities for IT separations and integrations.|* Decentralized decision-making, which empowers frontline managers to take decisions, enable the company to react to constantly evolving situations on the ground with agility and speed.| | |* Interest in technology-enabled business model innovation has opened opportunities for the company to participate in clients' G&T spending.|* Differentiated solutions for organization divestiture and integration, catering to M&A induced demand for advisory and business consolidation related services.| | |* Pressure to establish competitive differentiation is driving enterprises to look for partners to speed up and scale up their innovation efforts.|* Large portfolio of IP made available on hyperscaler clouds to accelerate clients' cloud transformation journeys.| | |* This is also driving greater interest in pre-built solutions, products and platforms that can accelerate the deployment of transformational solutions.|* Pace Port co-innovation hubs, Agile innovation cloud framework, and extended innovation ecosystem including partners and start-ups to help clients accelerate their product and business model innovation.| | |* Bringing Life to Things™ framework to help clients create connected products, launch remote monitoring and maintenance services.| | | |* Focused investments to expand presence in clients' growth and transformation spending, including programs like Contextual Masters to build industry focused organizational capacity.| | | |* Platform-based business models and AI-based operating models to disrupt conventional labor arbitrage-based constructs, and gain market share.| | | Integrated Annual Report 2023-24 # 82 Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Currency volatility Impact On: Financial Capital (R) * Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee. Appreciation / depreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and result in collection losses / gains. It can optically mislead revenues and earnings, distorting stakeholder perceptions of the underlying business momentum and profitability. # Breach of data protection laws (R & O) Risk: - * Focus on privacy and protection of personal data has increased compliance risk. - * Many privacy legislations (GDPR12 in Europe & UKI, DPDPA13 - India, etc.) carry severe consequences for non-compliance or breach. - * Increased adoption of AI models dealing with personal data requires enhanced safeguards. - * Violation of data protection laws or security breaches can result in substantive liabilities, fines or penalties and reputational impact. # In case of risk or opportunity, approach to adapt or mitigate Financial implications of the risk or opportunity - * Currency hedging policy that is aligned with market best practices, to limit impact of short-term exchange volatility on receivables, forecasted revenue and other current assets and liabilities. - * Hedging strategies guided and monitored periodically by the Risk Management Committee of the Board. - * Management commentary based on constant currency to enable a currency-neutral understanding of business growth. - * Global privacy policy covering all geographies, all areas of operations, and stakeholders, sets out the privacy principles, operational framework and guidance for deployment. - * Unified global privacy framework PrivACE adopted across the company to standardize privacy practices while catering to local requirements."
+"Privacy Information Management Systems (ISO 27701:2019) adopted and certified. - * Organization structure with the Global Privacy Office to strategize, monitor and guide deployment of data privacy framework. Data Protection Officers appointed as required by local regulations and Business Privacy Leaders appointed to deploy the privacy framework in all geographies, functions and business units. - * Continuous monitoring and analysis of changes to regulatory and legal landscape. * Embedded 'privacy by design' and 'privacy by default' principles in design and development of services and products. * Data protection controls, industry standard data masking and encryption technologies, and robust risk response mechanisms to protect personal data in the TCS ecosystem, customer engagements and in case of cross-border transfers. * Vendors and third parties subjected to risk based due diligence and contracted with appropriate privacy obligations. 12 General Data Protection Regulation 13 Digital Personal Data Protection Act Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) |Impact on the Company|In case of risk or opportunity, approach to adapt or mitigate|Financial implications of the risk or opportunity| |---|---|---| |Opportunity:|* Mandatory trainings, workshops and continuous awareness campaigns through privacy day events. * Periodic reviews and internal and external audits for assurance. * TCS' data security solutions leverage advanced data protection techniques to meet diverse global regulatory requirements and elevate data privacy for customer's business.|Positive| |Cyber Attacks|Risk: * Risks of cyber-attacks are on the rise due to the fast-evolving nature of the threat. There is also an increased risk due to various pandemic-themed cyber threats and attack due to geo-political drivers. * Security breach could result in reputational damage, penalties, and legal and financial liabilities, in addition to impact on business operations.|Negative| | |* Best in class enterprise-wide training and awareness programs using simulations and the enterprise-wide communication and collaboration platforms accessed through mobile or desktop channels. * Use of advanced AI/ML based tools to detect and prevent incursions with advanced quarantine capabilities, including perimeter security controls with enhanced internal vulnerability detection, data leak prevention tools, defined and tested incident management and recovery process in compliance with industry best practices. * Continued reinforcement of stringent security policies and procedures (certified against ISO 27001) including enhanced security measures and awareness building to combat phishing attempts and soliciting for fraudulent causes or charities through social media, text or calls. * Close collaboration with Computer Emergency Response Team (CERT) and other private cyber intelligence agencies, and enhanced awareness of emerging cyber threats, to proactively block IPs used by threat actors. * Strict access controls including non-persistent passwords (OTP) for secure access to enterprise applications/network, special handling of privileged administrator accounts, rigorous access management on all cloud deployments. * Encryption of data, data back-up and recovery mechanisms for ensuring business continuity. * Ability to isolate TCS enterprise network from client network and defined escalation mechanisms. * Periodic rigorous testing to validate effectiveness of controls through vulnerability assessment and penetration testing. Internal and external audits, red/purple teaming, ""breach and attack"" simulation.| | Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Opportunity: * Enterprises are increasing their investments in building cyber resilience and turning to specialized third parties to detect and foil intrusion attempts and limit the impact. TCS aims to become the preferred cyber security partner to its clients. # Non-compliance to complex and changing global regulations (R & O) # Impact On: Financial Capital, Social Capital # Risk: * As a global organization, the company must comply with complex regulatory requirements across multiple jurisdictions, covering a broad range of areas including environmental, social and governance themes and technology driven regulations. * The fast pace and complex nature of changes in the regulatory requirements requires quick identification and sound understanding of these requirements along with agility in adapting into business operations. Failure to comply could result in penalties, reputational damage, and criminal prosecution. # Opportunity: * Enterprises are increasing their investments in monitoring the regulatory environment and ensuring they are compliant to regulations in their global operations; TCS can provide products and services for ensuing compliance. # In case of risk or opportunity, approach to adapt or mitigate # Financial implications of the risk or opportunity - State of the art security operations center with automated playbooks. - The Cyber Security business unit focuses on specialized offerings in cyber, information security and GRC for TCS' customers."
+"Positive - Investments in expanding global network of cybersecurity delivery centers, for round-the-clock cyber defense and local regulatory requirements. - Leveraging GenAI/AI to strengthen capabilities towards proactive threat detection, quicker analysis and response. File: AR_TCS_2023_2024.md - Deployment of a comprehensive global compliance management framework that enables tracking of regulatory changes across various jurisdictions, including new countries of operations and functional areas and management of compliance risks. - In-house digitized regulatory compliance platform enabling clear accountability, tracking of compliance obligations, quarterly regulatory compliance declarations and governance to ensure long-term business sustainability. - Operationalized regulatory requirements through business policies and embedding into business processes. - Effective internal controls, automated and manual, to comply with regulations, keep a check on unlawful and fraudulent activities and internal audits to provide compliance assurance. - Strong focus on fostering ethical and compliance culture; awareness through web-based compliance training courses for all staff and regular notifications/alerts on regulatory changes communicated to stakeholders. Positive - Strong governance at board, executive and management levels through compliance committees and compliance working groups. - Launch of new Governance, Risk and Compliance (GRC) offerings for the customer CROs and CCOs. - Building Risk and Compliance practice within industry verticals, to provide industry specific solutions. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Intellectual Property (IP) infringement and leakage (R) Impact On: Financial Capital, Intellectual Capital - Risk of infringement of IP of third parties including suppliers, partners and alliance organizations by TCS may lead to potential liabilities, increased litigation and impact reputation. - Inadequate protection of TCS' IP may lead to potential loss of ownership rights, revenue and value. # Litigation risks (R) Impact On: Financial Capital, Social Capital - Litigation risks might arise from commercial disputes, alleged violation of intellectual property rights/trade secret personal data/information breach incidents/claims and employment related matters. - The company's rising profile and scale also makes it an attractive target for meritless lawsuits. - Litigations garner negative media attention and pose reputation risk, in addition to the distraction and legal expenses. Adverse rulings can result in substantive damages. # In case of risk or opportunity, approach to adapt or mitigate Financial implications of the risk or opportunity - Establishment of an industry leading IP management framework (IP 4.0) with institutionalized frameworks, processes and procedures that address the risk of infringement of third-party IP while ensuring safeguarding of TCS' own IP assets. - Centralized IP and Software Product NFR Assessment group that fosters an IP-led culture and IP related awareness effectively. - Well-defined (software) asset lifecycle governance framework that incorporates policy guidance and risk mitigation guidelines on IP, legal, software product engineering and business-related risks. - IP Governance program that ensures that there is right access and right use of TCS IP, customer IP, partner IP, and third-party IP in service and partner engagements. - Other key controls include employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Digitized system to enable strict controls around movement of people and information across TCS' product teams and customer account teams. - Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and compliance with IP policies and procedures for protection of intellectual property and avoidance of allegations of trade secret violations. - Seeking to include arbitration as a dispute resolution mechanism as against court trials and waiver of jury trial, particularly in the US geography. - Improved governance and controls over immigration process/increasing localization and inclusion of arbitration provisions in employment contracts. - Training and sensitization of business managers to spot the risks and escalate potential disputes within the organization for early mitigation steps. - Team of in-house counsels in all major geographies and a network of reputed global law firms in countries it operates in. - Robust mechanism to track and respond to notices as well as defend the company's position in all claims and litigation. # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Sustainability Risks |Impact On:|Natural Capital, Financial Capital, Social Capital| |---|---| |Risk:|- Extreme weather events due to climate change pose a threat to human safety and can cause disruptions especially in customer expectations, business operations and supply chain business disruptions."
+"- With globally distributed operations, the company faces physical risks to life and property due to extreme weather events; transition risks resulting from disruptions in the market and emerging regulations; disruptions to operations due to water scarcity; risks of inadvertent non-compliance to emerging regulatory requirements around circular economy, e-waste and solid waste regulations, impacting health and safety in local communities, business disruption and reputational damage. All of these could affect TCS' growth, profitability and reputation. | |Opportunity:|- As enterprises look to reduce their own carbon footprint and cater to the growing demand for more environmentally friendly products and services, it opens new business opportunities for TCS to provide technology-led solutions to help them realize their green plans. - Measures taken by TCS to reduce its environmental footprint and ensuing compliance with evolving regulatory requirements, strengthens the brand and makes it attractive to enterprises looking for an IT partner with a shared purpose. It also helps attract and retain purpose-driven employees. | # In case of risk or opportunity, approach to adapt or mitigate |Financial implications of the risk or opportunity| | |---|---| |Negative|- Delivery centers are designed to withstand extreme weather events. Business continuity plans are tested periodically to ensure effectiveness. - Green buildings, efficient operations, green IT, greater use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles. - Operational and engineering controls to minimize freshwater consumption, upgradation of water infrastructure and more water efficient systems. - Water management through sewage treatment, recycling of treated water and rainwater harvesting. - Supply chain sustainability through responsible sourcing, including leveraging sustainability ratings platform. - Year-round associate engagement on environmental awareness and sensitizing them towards nature and conservation of resources. | |Positive|- Initiatives like TCS Circle4Llife™ and Sustainathons to come up with technology-led innovations to safeguard TCS' environment. - An environmentally sustainable approach through green policies, processes, frameworks, and infrastructure, on target to achieve net zero carbon emissions. - Dedicated service unit for major hyperscaler providers, helping clients migrate their workloads from owned data centers to the cloud, thereby reducing the carbon footprint associated with those workloads. - Steadily expanding suite of sustainability services including designing sustainability strategy, sustainability innovation, sustainable consumer analytics and sustainability dashboards. - Build and promote TCS products and solutions such as TCS Clever Energy™, Envirozone™ and ESG integration solution, to help accelerate customers' sustainability journeys. | Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) |Challenges and Opportunities with Disruptive Technologies|Impact On:|Financial implications of the risk or opportunity| |---|---|---| |Risk:|Human Capital, Financial Capital, Social Capital, Intellectual Capital|Negative| |Disruptive cutting-edge technologies like Quantum Computing, GenAI and large language models, and Metaverse could impact TCS' business:|Disruptive cutting-edge technologies like Quantum Computing, GenAI and large language models, and Metaverse could impact TCS' business:|Disruptive cutting-edge technologies like Quantum Computing, GenAI and large language models, and Metaverse could impact TCS' business:| |* GenAI, large language models and Metaverse could lead to legal liabilities through plagiarism, deep fakes and privacy and copyright infringement issues.|* GenAI, large language models and Metaverse could lead to legal liabilities through plagiarism, deep fakes and privacy and copyright infringement issues.|* GenAI, large language models and Metaverse could lead to legal liabilities through plagiarism, deep fakes and privacy and copyright infringement issues.| |* The efficacy of AI models depends on the quality of the data they are trained on. Accuracy, bias/fairness risks could cause reputational damage and legal liabilities.|* The efficacy of AI models depends on the quality of the data they are trained on. Accuracy, bias/fairness risks could cause reputational damage and legal liabilities.|* The efficacy of AI models depends on the quality of the data they are trained on."
+"Accuracy, bias/fairness risks could cause reputational damage and legal liabilities.| |* GenAI technologies could disrupt software development and testing activities, changing customer expectations in the short term.|* GenAI technologies could disrupt software development and testing activities, changing customer expectations in the short term.|* GenAI technologies could disrupt software development and testing activities, changing customer expectations in the short term.| |* Quantum Computing may increase exposure to cyberattacks because existing security infrastructure may prove inadequate.|* Quantum Computing may increase exposure to cyberattacks because existing security infrastructure may prove inadequate.|* Quantum Computing may increase exposure to cyberattacks because existing security infrastructure may prove inadequate.| |Opportunity:|Positive|Positive| |* These technologies also have the potential to reimagine existing products and services and can also open opportunities in the form of new solutions using those technologies, and new services needing newer kinds of skills.|* These technologies also have the potential to reimagine existing products and services and can also open opportunities in the form of new solutions using those technologies, and new services needing newer kinds of skills.|* These technologies also have the potential to reimagine existing products and services and can also open opportunities in the form of new solutions using those technologies, and new services needing newer kinds of skills.| |* Leverage opportunities to market TCS' own GenAI tools and services as overall adoption of the technology increases, focusing on 'Assist, Augment and Transform' use-cases.|* Leverage opportunities to market TCS' own GenAI tools and services as overall adoption of the technology increases, focusing on 'Assist, Augment and Transform' use-cases.|* Leverage opportunities to market TCS' own GenAI tools and services as overall adoption of the technology increases, focusing on 'Assist, Augment and Transform' use-cases.| |* Establish the company as a thought leader in GenAI related technology work and actively participate in use case creation and pilots. Establish active partnerships with leading LLM vendors.|* Establish the company as a thought leader in GenAI related technology work and actively participate in use case creation and pilots. Establish active partnerships with leading LLM vendors.|* Establish the company as a thought leader in GenAI related technology work and actively participate in use case creation and pilots. Establish active partnerships with leading LLM vendors.| |* Develop niche skills to tap demand created for Post Quantum Cryptography services as customers seek Quantum safe security algorithms.|* Develop niche skills to tap demand created for Post Quantum Cryptography services as customers seek Quantum safe security algorithms.|* Develop niche skills to tap demand created for Post Quantum Cryptography services as customers seek Quantum safe security algorithms.| Integrated Annual Report 2023-24 # 88 Management Discussion and Analysis # Internal Financial Control Systems and their Adequacy TCS has aligned its systems of internal financial control in line with globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This framework of internal financial controls meets the requirement of the Companies Act 2013. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits commensurate with the responsibilities for approving engagements with all stakeholders that commits organizational resources and results in creation of assets and liabilities, income and expenditure. TCS uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices. TCS management assessed the effectiveness of the company's internal control over financial reporting (as defined in Regulation 17 of SEBI LODR Regulations 2015) as of March 31, 2024. B S R & Co. LLP, the statutory auditors of TCS, have audited the financial statements included in this annual report and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143 of Companies Act 2013)."
+"TCS has appointed PricewaterhouseCoopers Services LLP to oversee and carry out an internal audit of its activities. Design and operating effectiveness of process controls on financial transactions is also audited by an independent in-house internal audit team. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in the company's operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including the subsidiaries and foreign branches. TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI LODR Regulations 2015), TCS' audit committee has concluded that, as of March 31, 2024, the company's internal financial controls were adequate and operating effectively. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Performance Trend - 10 years |(` Crore)|Ind AS|FY 2024*|FY 2024|FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Revenue from operations|Total revenue from operations|240,893|240,893|225,458|191,754|164,177|164,177|156,949|146,463|123,104|117,966|108,646|94,648|94,648| |Revenue by geographic segments|Americas|127,939|127,939|124,336|100,072|84,278|84,278|82,000|77,562|66,145|66,091|60,011|51,053|51,053| | |Europe|75,624|75,624|67,436|61,142|52,346|52,346|48,037|43,456|34,155|30,038|29,092|26,730|26,730| | |India|13,562|13,562|11,271|9,805|8,449|8,449|8,964|8,393|7,921|7,415|6,729|6,108|6,108| | |Others|23,768|23,768|22,415|20,735|19,104|19,104|17,948|17,052|14,883|14,422|12,814|10,757|10,757| |Cost|Employee cost|140,131|140,131|127,522|107,554|91,814|91,814|85,952|78,246|66,396|61,621|55,348|48,296|50,924| | |Other operating cost|36,466|37,424|38,677|31,143|25,817|27,035|28,888|28,711|24,192|24,034|22,621|19,242|19,242| | |Total cost (excluding interest & depreciation)|176,597|177,555|166,199|138,697|117,631|118,849|114,840|106,957|90,588|85,655|77,969|67,538|70,166| |Profitability|EBIT|59,311|58,353|54,237|48,453|42,481|41,263|38,580|37,450|30,502|30,324|28,789|25,311|22,683| | |Profit before tax|63,038|61,997|56,907|51,687|44,978|43,760|42,248|41,563|34,092|34,513|31,840|28,437|25,809| | |Profit after tax attributable to shareholders of the Company|46,585|45,908|42,147|38,327|33,388|32,430|32,340|31,472|25,826|26,289|24,270|21,912|19,852| |Financial Position|Equity share capital|362|362|366|366|370|370|375|375|191|197|197|196|196| | |Reserves and surplus|90,805|90,127|90,058|88,773|87,014|86,063|83,751|89,071|84,937|86,017|70,875|52,499|50,439| | |Gross block of property, plant and equipment|33,853|33,853|32,344|30,300|28,658|28,658|26,444|24,522|22,720|20,891|19,308|16,624|16,624| | |Total investments|31,762|31,762|37,163|30,485|29,373|29,373|26,356|29,330|36,008|41,980|22,822|1,662|1,662| | |Net current assets|67,558|66,880|66,712|65,959|66,076|65,125|63,177|70,047|63,396|65,804|47,644|30,726|28,495| |Earnings per share in `|EPS- as reported|127.74|125.88|115.19|103.62|89.27|86.71|86.19|83.05|134.19|133.41|123.18|111.87|101.35| | |EPS- adjusted for Bonus Issue|127.74|125.88|115.19|103.62|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68| |Headcount (number)|Headcount (including subsidiaries) as on March 31st|601,546|601,546|614,795|592,195|488,649|488,649|448,464|424,285|394,998|387,223|353,843|319,656|319,656| Note: The company transitioned into Ind AS from April 1, 2015. *Excludes provision (in FY 2021) and settlement (in FY 2024) of legal claim. # Excludes the impact of one-time employee reward. # Overview of Funds Invested |(` Crore)|FY 2024| |FY 2023|FY 2024|FY 2023|FY 2024|FY 2023| | | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Current|Investments in mutual funds, Government securities and others| | |31,481| |36,897|249| |230| |31,730| |37,127| | |Deposits with banks| | |10,011| |8,223|2,248| |1,334| |12,259| |9,557| | |Inter-corporate deposits| | |170| |846|-|170|170| | | |1,016| | |Cash and bank balances| | |2,804| |2,124| |-|-|2,804|2,124| | | |Total| | | |44,466|48,090| |2,497| |1,734| |46,963| |49,824| Total invested funds include ₹2,576 crore and ₹2,080 crore for FY 2024 and FY 2023, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Management Discussion and Analysis # Ratio Analysis - 10 years |Units|Ind AS FY 2024*|Indian GAAP FY 2024| |FY 2023|FY 2022|FY 2021*|FY 2021|FY 2020|FY 2019|FY 2018|FY 2017|FY 2016|FY 2015#|FY 2015| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Ratios - Financial Performance| | | | | | | | | | | | | | | |Employee Cost / Total Revenue|%|58.2|58.2|56.6|56.1|55.9|55.9|54.8|53.4|53.9|52.2|50.9|51.0|53.8| |Other Operating Cost / Total Revenue|%|15.1|15.5|17.1|16.2|15.7|16.5|18.4|19.6|19.7|20.4|20.9| |20.3| |Total cost (excluding interest & depreciation) / Total Revenue|%|73.3|73.7|73.7|72.3|71.6|72.4|73.2|73.0|73.6|72.6|71.8|71.4|74.1| |EBIT / Total Revenue|%|24.6|24.2|24.1|25.3|25.9|25.1|24.6|25.6|24.8|25.7|26.5|26.7|24.0| |Profit Before Tax / Total Revenue|%|26.2|25.7|25.2|27.0|27.4|26.7|26.9|28.4|27.7|29.3|29.3|30.0|27.3| |Tax / Total Revenue|%|6.8|6.6|6.5|6.9|7.0|6.8|6.2|6.8|6.7|6.9| |7.2|6.6| |Effective Tax Rate- Tax / PBT|%|25.8|25.6|25.7|25.6|25.5|25.6|23.2|24.1|24.1|23.6|23.6|23.5|23.7| |Profit After Tax / Total Revenue|%|19.3|19.1|18.7|20.0|20.3|19.8|20.6|21.5|21.0|22.3|22.3|23.2|21.0| |Ratios - Growth| | | | | | | | | | | | | | | |Total Revenue|%|6.8|6.8|17.6|16.8|4.6|4.6|7.2|19.0|4.4|8.6|14.8|15.7|15.7| |EBIT|%|9.4|7.6|11.9|14.1|10.1|7.0|3.0|22.8|0.6|5.3|13.7|6.3|(4.7)| |Profit After Tax|%|10.5|8.9|10.0|14.8|3.2|0.3|2.8|21.9|(1.8)|8.3|22.3|14.3|3.6| |Ratios - Balance Sheet| | | | | | | | | | | | | | | |Debt (excluding lease liabilities)- Equity Ratio|Times|-|-|-|-|-|-|-| |0.0|0.0|0.0|0.0|0.0| |Current Ratio|Times|2.5|2.5|2.5|2.6|3.0|2.9|3.3|4.2|4.6|5.5|4.1|3.9|2.4| |Days Sales Outstanding (DSO) in ` terms|Days|68|68|67|65|67|67|71|68|74|70|81|79|79| |Days Sales Outstanding (DSO) in US$ terms|Days|67|67|65|64|68|68|67|69|74|73|80|78|78| |Invested Funds / Capital Employed|%|47.7|47.3|50.4|57.4|52.6|53.1|47.7|55.2|55.6|55.8|45.8|42.3|43.9| |Capital Expenditure / Total Revenue|%|1.1|1.1|1.4|1.5|1.9|1.9|2.0|1.5|1.5|1.7|1.8|3.1|3.1| |Operating Cash Flows / Total Revenue|%|18.7|18.4|18.6|20.8|23.6|23.6|20.6|19.5|20.4|21.4|17.6|20.5|20.5| |Free Cash Flow / Operating Cash Flow Ratio|%|94.1|94.0|92.7|92.6|91.9|91.9|90.5|92.5|92.8|92.3|89.7|84.8|84.8| |Depreciation of Property, Plant and Equipment / Average Gross Block of Property, Plant and Equipment|%|8.4|8.4|9.2|9.1|8.7|8.7|8.6|8.5|9.1|9.5|10.0|11.7|11.7| |Ratios - Per Share| | | | | | | | | | | | | | | |EPS- adjusted for Bonus|`|127.74|125.88|115.19|103.62|89.27|86.71|86.19|83.05|67.10|66.71|61.59|55.94|50.68| |Price Earnings Ratio, end of year|Times|30.3|30.8|27.8|36.1|35.6|36.6|21.2|24.1|21.2|18.2|20.4|22.8|25.1| |Dividend Per Share|`|73.00|73.00|115.00|43.00|38.00|38.00|73.00|30.00|50.00|47.00|43.50|79.00|79.00| |Dividend Per Share- adjusted for Bonus|`|73.00|73.00|115.00|43.00|38.00|38.00|73.00|30.00|25.00|23.50|21.75|39.50|39.50| |Market Capitalization / Total Revenue|Times|5.8|5.8|5.2|7.1|7.2|7.2|4.4|5.1|4.4|4.1|4.6|5.3|5.3| Note: The company transitioned into Ind AS from April 1, 2015."
+"*Excludes provision (in FY 2021) and settlement (in FY 2024) of legal claim. # Excludes the impact of one-time employee reward. Integrated Annual Report 2023-24 # Awards and Accolades * Featured by FORTUNE Magazine as one of the World's Most Admired Companies based on a survey of more than 3,700 business executives, boards of directors and financial analysts. * Ranked second in the 2024 Global 500 IT services ranking by Brand Finance with a brand value of US$19.2 billion, improved brand value by US$2 billion in one year, the highest value growth across the global IT Services Industry. * Ranked first in Customer Satisfaction in Europe & UK by Whitelane Research based on research of over 800 IT companies in UK alone, ranked first in Spain for Customer Satisfaction in Service Delivery. * Recognized as the most valuable Indian brand by Interbrand, topping the 50 Most Valuable Indian Brands 2023 list. * Ranked among America's Best Management Consulting Firm in 2024 by Forbes Magazine, based on recommendations from 1,100 partners and executives at management consulting firms. * Awarded Global Top Employer 2024, one of the 16 companies worldwide, by the Top Employers Institute in 32 countries and regions, including Europe, the UK, the Middle East, North America, Latin America, and South-East Asia. * Won five awards at Microsoft's 2023 Partner of the Year Awards event. In the global category, TCS won the MVP Industry Solutions Global Systems Integrator (GSI) award. TCS also won three US Partner of the Year awards in the categories Global Systems Integrator, Industrials and Manufacturing, and Dynamics 365 Sales and Marketing. Additionally, TCS was named the Malaysia Customer Success Partner of the Year. * Received the Global award Innovator Partner of the Year at Dell Tech World 2023, Las Vegas. * Won three Google Cloud Partner of the Year Awards 2023 in the following categories: Global Talent Development Partner of the Year, Industry Solution Services Partner of the Year-Financial Services & Insurance, and Retail & Consumer Packaged Goods. # Awards and Accolades - Received a Partner of the Year award from Microsoft in the category Global Services: MVP Industry Solutions GSI/ Advisory - India. - Received the Amazon Web Services (AWS) GSI Partner of the Year 2023 - Global and the AWS GSI Partner of the Year 2023 - France awards. - Ranked first by Dataquest in the DQ Top 20 Awards 2023, on the basis of revenues. - Received the Health & Wellness Award at the Diversity in Tech Awards 2023 for championing wellness within the workplace to maintain a positive and productive environment for all employees. - Achieved the 2023-2024 Microsoft Business Applications Inner Circle award for the fourth consecutive year. - Positioned at the 387th place in Forbes Global 2000 Rankings of the largest companies in the world. - Ranked second by Business World in the Most Respected Companies survey. - Recognized in the World Economic Forum's Diversity, Equity, and Inclusion Lighthouse Report 2024 for TCS' leadership program for women. - Named 'Top Company to work for in India' by Business Today for its employee-friendly policies and positive work environment. - Ranked among the Top 10 Sustainable Companies in the 3rd edition of Sustainable World Conclave organized by BusinessWorld. - Recognized at ET NOW Best Organizations for Women Conclave 2024 for fostering inclusivity, gender diversity and sustainable growth. - Awarded the World Intellectual Property Organization's (WIPO) National Award for Enterprises at the National Intellectual Property Award 2023. - Won the Platinum award in the Innovators Hall of Fame category at the HackerRank Innovator Awards 2023 in collaboration with ETHRWorld. - Won the Webby People's Voice Award for the TCS-built New York City Marathon Application, for its livestreaming feature that advances accessibility, equity, and inclusion in professional sports. - Awarded the 2023 Customer Success Partner of the Year Award by Microsoft. - Received the International Green Apple Award by the UK Houses of Parliament. - Awarded Titan Business Awards & UK Digital Excellence Awards for TCS London Marathon. - Recognized with the Avery Dennison IT Supplier Excellence Award for Delivery and Performance. - Named India's Most Valuable Brand by Kantar BrandZ Top 75 Most Valuable Indian Brand rankings and #1 in the category Business Technology and Services Platforms. - TCS ranked as a Top Company in LinkedIn's 2023 Top Companies list across eight countries. Ranked #1 in India for three years in a row. Integrated Annual Report 2023-24 # Corporate Governance Report # Corporate Governance # I."
+"Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising employees, investors, customers, regulators, suppliers and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company follows the Tata Group philosophy of building sustainable businesses that are rooted in the community and demonstrate care for the environment. Being a part of the Tata Group, which epitomizes sustainability, the Company has inherited a strong legacy of fair and transparent ethical governance, as embodied in the Tata Code of Conduct (""TCoC""). The Company has adopted the TCoC for its employees including the Chief Executive Officer and Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors that suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (""the Act""). The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (""Insider Trading Code""). The Company has in place an Information Security Policy that ensures proper utilization of IT resources. The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""), as applicable, with regard to corporate governance. The details of TCS' board structure and the various committees that constitute the governance structure1 of the organization are covered in detail in this report. The various material aspects of corporate governance and TCS' approach to them are discussed in the table below: |Material Topic|TCS' Approach| |---|---| |Board effectiveness, independence and protection of minority Shareholders' interests|Board effectiveness is enhanced by setting a high bar in selecting the right mix of individuals to serve on the Board, with the right qualifications, expertise and experience, who can collectively serve the best interests of all stakeholders, maintain board and management accountability and drive corporate ethics, values and sustainability. Profiles of Board of Directors are available at https://www.tcs.com/who-we-are/leadership. For greater diversity of opinions and perspectives within the Board, the Nomination and Remuneration Committee2 has fostered diversity in terms of backgrounds, areas of expertise and:| 21 GRI 2-9 GRI 2-10 Integrated Annual Report 2023-24 # Corporate Governance Report # Material Topic File: AR_TCS_2023_2024.md TCS' Approach* Gender: Two (22.2 percent) of the nine Directors are women.* Nationality: Four nationalities represented - Indian, American, Danish and British.* Industry: Technology, Banking, Energy, Transportation and Academia. # Avoidance of conflict of interest # Values, Ethics and compliance TCS' policy on Appointment of Directors and Board Diversity can be found at https://on.tcs.com/appointment-BoD. Board independence is ensured by having an independent majority, with 5 independent directors out of 9 i.e., 55.6 percent. None of the Independent Directors is related to each other, or to the non-independent directors. Average tenure of independent directors is 6 years. Board effectiveness is further improved by ensuring that none of the directors holds directorships in more than seven listed entities, and none of the executive directors serves as an independent director on the Boards of more than three listed entities. TCS' governance philosophy around minority Shareholders' interests is guided by the TCoC which emphasizes fairness and transparency to all stakeholders. Further a qualified, diverse and independent Board ensures that minority shareholders' interests are protected. TCS strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments. The Company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances to the Company Secretary's office through a well-publicized channel, where complaints are tracked till closure. The Stakeholders' Relationship Committee oversees the redressal of these complaints. Chairmanship of the Board is a non-executive position, and separate from that of the Chief Executive Officer and Managing Director (""CEO & MD""). TCoC for non-executive directors, and for independent directors, carries explicit clauses covering avoidance of conflict of interest."
+"Likewise, it explicitly prohibits any employee, including the executive directors, from accepting any position of responsibility, with or without remuneration, with any other organization without TCS' prior written approval. For the executive directors, such approval must be obtained from the Board. Over the last five decades, TCS has consistently demonstrated very principled conduct and has earned its reputation for trust and integrity while building a highly successful global business. The Company's core values are: Integrity, Responsibility, Excellence, Pioneering and Unity. The TCoC serves as a moral guide and a governing framework for responsible corporate citizenship. It sets out guidelines on various topics including respect for human rights, prohibition of bribery and corruption, recognition of employees' freedom of association, and avoidance of conflicts of interest. Every employee of the Company is required to sign the TCoC at the time of joining. Web-based annual refresher courses are mandated to ensure continued awareness of the Code. Further, frequent communications from the leadership, reiterate the importance of the Company values and the TCoC. Customers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts. Employees also undergo Web-based mandatory training every year on Anti-bribery and ethical behaviour. They can raise ethics concerns on Ultimatix - the intranet portal of the Company, which are investigated and tracked to closure by the HR department. Employees and other stakeholders can also report any non-compliance to the TCoC or to the laws of the land by senior executives directly to the Chairman of the Audit Committee under the Whistle blower Policy without fear of retaliation. Information about these channels is communicated to employees as part of the mandatory training modules. 43 GRI 2-15 5 GRI 2-11 6 https://www.tcs.com/tata-code-of-conduct GRI 2-12 # Corporate Governance Report # Material Topic TCS' Approach Compliance to laws of the countries in which we operate, as well as global legislation such as Foreign Corrupt Practices Act, Bribery Act, 2010, etc. are monitored through formal compliance procedures led by the Corporate compliance office. Changes to legislation are closely monitored, risks are evaluated and effectively managed across the business operations. Governance, Risk and Compliance are overseen by the Compliance Officer, Chief Risk Officer and the Chief Human Resources Officer who report to the Chief Operating Officer and Executive Director (""COO & ED""), and CEO & MD respectively. At the apex level, the Audit Committee headed by an Independent Director oversees compliance to the TCoC, Anti-Bribery and Anti-Corruption Policy, Gift and Hospitality Policy and also to the external regulations. # Tax Strategy TCS is committed to comply with the applicable laws and regulations, and believes in reporting to the respective tax authorities, relevant information that is complete and accurate, in a timely manner. TCS does not engage in aggressive and contrived tax planning or tax structuring for the purpose of gaining tax advantages. TCS's tax policy is to optimize the tax cost, avail tax incentives where available, while achieving 100 per cent compliance with the spirit as well as the letter of the tax laws and regulations in all countries in which it operates. Compliance is achieved through a robust compliance reporting and monitoring process, with a strong governance on minimizing the tax risk. TCS has zero tolerance towards tax evasion, or the facilitation of tax evasion, by itself or by its employees or vendors. TCS maintains open and collaborative relationships with governments and tax authorities worldwide. Where appropriate, TCS seeks advance clearance from tax authorities on the proposed tax treatment of transactions, helping pre-empt future disputes. # Board Oversight of Sustainability Matters TCS' approach to sustainable growth is built on the belief that it can expand its business by creating longer term value for all its stakeholders, including employees, customers, suppliers and local communities, while also valuing the environment."
+"The various sustainability topics material to TCS are overseen by the relevant Board committees, as outlined below: |Material Sustainability Topics|Board Committee| |---|---| |Financial reporting, robustness of internal controls and risk management systems, auditor remuneration, compliance to policies around insider trading, whistle blower, ethics and TCoC.|Audit Committee| |Risk management policy and plan, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringement risks.|Risk Management Committee| |Recommend composition of Board and its committees, appointment/re-appointment of directors and Key Managerial Personnel (""KMP""), design executive directors' remuneration, recommend remuneration policy for directors, executive team and KMP, evaluation of the performance of the Board, Committees and Directors.|Nomination and Remuneration Committee| |Health and safety at the workplace, shareholder grievances and other sustainability initiatives.|Stakeholders' Relationship Committee| |Community initiatives and Corporate Social Responsibility, including compliances.|Corporate Social Responsibility Committee| # Succession planning TCS' philosophy of empowering employees, its industry-leading talent retention, and a decentralized organization structure that devolves executive decision-making across all business units have resulted in a large and deep bench of leadership talent that enables robust succession planning and continuity and consistency in strategy. Succession planning for the top two leadership positions in each business unit is reviewed by senior management. Additionally, heads of business units carry out succession planning for key functions within their units. Succession planning at senior management levels is reviewed by the Board. Business or unit heads are invited to present on specific topics at Board meetings from time to time, offering an opportunity to the directors to assess their values, competencies, and capabilities. 7 GRI 207-1, GRI 207-2, GRI 207-3. TCS Tax Strategy link: https://on.tcs.com/TCS-Tax-Strategy 8 GRI 2-12, GRI 2-14, GRI 2-18, GRI 2-20 Integrated Annual Report 2023-24 # Corporate Governance Report # Material Topic # TCS' Approach TCS requires its suppliers to sign the TCoC upon empanelment. That includes principles on protecting and safeguarding human rights, treating all persons with respect and dignity while safeguarding their rights, the abolition of forced and compulsory labor, child labor in the supply chain and strong corporate governance practices including anti-corruption and bribery and promoting fair business practices across the supply chain. TCoC also requires its suppliers to protect the environment and make conscious use of scarce natural resources in their business processes and at the same time highlighting the importance of health and safety in its workplace and expects the supplier to comply with sustainable business practices in letter and spirit in turn for its employees. The Company supports the principles contained in the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights. It works with its suppliers to ensure that they too are fully aligned with these principles. # II. Board of Directors # i. As on March 31, 2024, the Company has nine Directors of which seven (i.e. 77.8 percent) are Non-Executive Directors (including two women directors). The Company has five (i.e. 55.6 percent) Independent Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Sections 149 and 152 of the Act. # ii. None of the Directors on the Board: - holds directorships in more than ten public companies; - serves as Director or as Independent Directors in more than seven listed entities; and - who are the Executive Directors serve as independent directors in more than three listed entities. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024, have been made by the Directors. None of the Directors are related to other Directors and the Key Managerial Personnel of the Company except N Chandrasekaran and N G Subramaniam. # iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management."
+"Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. # iv. Five Board Meetings were held during the year under review and the gap between the two meetings did not exceed one hundred and twenty days. The said meetings were held on: April 12, 2023; July 12, 2023; October 11, 2023; January 11, 2024, and March 11, 2024. The necessary quorum was present for all the meetings. # v. The names and categories of the directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting (""AGM""), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships/Memberships held by them in other public limited companies as on March 31, 2024, are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public limited companies in which he/she is a director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. # Corporate Governance Report # 97 |Name of the Director and DIN|Category|Number of Board Meetings attended during the FY 2024|Whether attended last AGM held on June 29, 2023|Number of Directorships in other Public Companies|Number of Committee positions held in other Public Companies|(Category of Directorship)| |---|---|---|---|---|---|---| |N Chandrasekaran (Chairman) DIN 00121863|Non-Independent, Non-Executive|5|Yes|7|-|-| | | | | |1. Tata Steel Limited (N)|1. Tata Steel Limited (N)| | | | | | |2. Tata Motors Limited (N)|2. Tata Motors Limited (N)| | | | | | |3. Tata Consumer Products Limited (N)|3. Tata Consumer Products Limited (N)| | | | | | |4. The Tata Power Company Limited (N)|4. The Tata Power Company Limited (N)| | | | | | |5. The Indian Hotels Company Limited (N)|5. The Indian Hotels Company Limited (N)| | | | | | |6. Tata Chemicals Limited (N)|6. Tata Chemicals Limited (N)| | |K Krithivasan* (CEO & MD) DIN 10106739|Non-Independent, Executive|4|Yes|-|-|-| |N G Subramaniam (COO & ED) DIN 07006215|Non-Independent, Executive|5|Yes|2|1|-| | | | | |1. Tata Elxsi Limited (N)|1. Tata Elxsi Limited (N)| | | | | | |2. Tata Communications Limited (N)|2. Tata Communications Limited (N)| | | | | | |3. Tejas Networks Limited (N)|3. Tejas Networks Limited (N)| | |Rajesh Gopinathan** (Erstwhile CEO & MD) DIN 06365813|Non-Independent, Executive|1|Not Applicable|-|-|-| |O P Bhatt DIN 00548091|Independent, Non-Executive|5|Yes|1|2|1| | | | | |1. Hindustan Unilever Limited (I)|1. Hindustan Unilever Limited (I)| | | | | | |2. Tata Motors Limited (I)|2. Tata Motors Limited (I)| | | | | | |3. Aadhar Housing Finance Limited (Debt Listed) (I)|3. Aadhar Housing Finance Limited (Debt Listed) (I)| | |Aarthi Subramanian DIN 07121802|Non-Independent, Non-Executive|5|Yes|2|5|1| | | | | |Tata Capital Limited (Debt Listed) (N)|Tata Capital Limited (Debt Listed) (N)| | |Dr Pradeep Kumar Khosla DIN 03611983|Independent, Non-Executive|5|Yes|-|-|-| |Hanne Sorensen^ DIN 08035439|Independent, Non-Executive|5|Yes|-|1|-| | | | | |1. Tata Motors Limited (I)|1. Tata Motors Limited (I)| | |Keki Mistry^ DIN 00008886|Independent, Non-Executive|5|Yes|1|4|2| | | | | |1. HDFC Life Insurance Company Limited (N)|1. HDFC Life Insurance Company Limited (N)| | | | | | |2. HDFC ERGO General Insurance Company Limited [(N) Debt Listed]|2. HDFC ERGO General Insurance Company Limited [(N) Debt Listed]| | | | | | |3. HDFC Bank Limited (N)|3. HDFC Bank Limited (N)| | | | | | |4. The Great Eastern Shipping Company Limited (I)|4. The Great Eastern Shipping Company Limited (I)| | | | | | |5. Torrent Power Limited (I) [ceased w.e.f. March 31, 2024]|5. Torrent Power Limited (I) [ceased w.e.f. March 31, 2024]| | |Al-Noor Ramji^^ DIN 00230865|Independent, Non-Executive|2|Not Applicable|-|1|-| |Don Callahan^^^ DIN 08326836|Independent, Non-Executive|3|Yes|-|-|-| Category of directorship held: (N) Non-Independent, Non-Executive Director, (I) Independent, Non-Executive Director, (ED) Executive Director Integrated Annual Report 2023-24 # Corporate Governance Report *appointed as CEO & MD w.e.f. June 1, 2023 **ceased to be CEO & MD w.e.f. June 1, 2023 ^re-appointed as Independent Director for a second term w.e.f. December 18, 2023 ^^appointed as Independent Director w.e.f."
+"October 12, 2023 ^^^ceased to be Director w.e.f. January 10, 2024 upon completion of his term as Independent Director. Video-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations to participate in the meetings. # vi. During FY 2024, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. During FY 2024, one meeting of the Independent Directors was held on March 11, 2024. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2024, are given below: |Name|Category|Number of equity shares| |---|---|---| |N Chandrasekaran|Non-Independent, Non-Executive|1,77,056| |Aarthi Subramanian|Non-Independent, Non-Executive|5,600| |K Krithivasan|Non-Independent, Executive|11,232| |N G Subramaniam|Non-Independent, Executive|1,97,760| |Keki Mistry*|Independent, Non-Executive|4,150| *includes shares held jointly with his relative The Company has not issued any convertible instruments. # x. The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board: - Global Business: Understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions. - Strategy and Planning: Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments. - Governance: Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values. The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the requisite skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company's business or is a proven academician in the field relevant to the Company's business. Being an IT service provider, the Company's business runs across different industry verticals, geographical markets and is global in nature. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to the industries/fields from where they come. Integrated Annual Report 2023-24 # Corporate Governance Report # III. Committees of the Board i. There are six Board Committees as on March 31, 2024, details of which are as follows: |Name of the Committee|Extract of terms of reference| |---|---| |Audi Committee|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act. The terms of reference of the committee, inter alia, includes: * Oversight of financial reporting process. * Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval. * Approval or any subsequent modification of transactions of the Company with related parties. * Evaluation of internal financial controls and risk management systems. * Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. * Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same. * To consider matters with respect to the TCoC, Anti-Bribery and Anti-Corruption Policy and Gift and Hospitality Policy.| # Category and composition |Name|Category|Other details| |---|---|---| |Keki Mistry (Chairman)|Independent, Non-Executive|* Four meetings of the Audit Committee were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. * Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings. * The Company Secretary acts as the Secretary to the Audit Committee. * Pradeep Manohar Gaitonde, Company Secretary is the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. * Quarterly Reports are sent to the members of the Audit Committee on matters relating to the Insider Trading Code. * The previous AGM of the Company was held on June 29, 2023 and was attended by Keki Mistry, Chairman of the Audit Committee.| |O P Bhatt|Independent, Non-Executive| | |Aarthi Subramanian|Independent, Non-Executive| | |Dr Pradeep Kumar Khosla|Independent, Non-Executive| | |Hanne Sorensen|Independent, Non-Executive| | |Al-Noor Ramji*|Independent, Non-Executive| | |Don Callahan**|Independent, Non-Executive| | *appointed as a member of the Committee w.e.f. January 11, 2024."
+"**ceased to be a member of the Committee consequent to the completion of his term as Independent Director w.e.f. January 10, 2024. # Corporate Governance Report # Name of the Committee # Nomination and Remuneration Committee (""NRC"")9 The Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. The terms of reference, inter alia, include: - Recommend to the Board the setup and composition of the Board and its Committees. - Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. - Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarization programs for Directors. # Category and composition |Name|Category|Other details| |---|---|---| |O P Bhatt (Chairman)|Independent, Non-Executive|* Three NRC meetings were held during the year under review. * The Company does not have any Employee Stock Option Scheme. * Details of Performance Evaluation Criteria and Remuneration Policy are provided at serial no. III (iii) below. * The previous AGM of the Company was held on June 29, 2023 and was attended by O P Bhatt, Chairman of the NRC.| |N Chandrasekaran|Non-Independent, Non-Executive| | |Hanne Sorensen|Independent, Non-Executive| | # Stakeholders' Relationship Committee (""SRC"") The Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. The terms of reference, inter alia, include: - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. - Review activities with regard to the Health Safety and Sustainability initiatives of the Company. # Category and composition |Name|Category|Other details| |---|---|---| |Dr Pradeep Kumar Khosla (Chairman)|Independent, Non-Executive|* Two meetings of the SRC were held during the year under review. * Details of Investor complaints and Compliance Officer are provided at serial no. III (ii) below. * The previous AGM of the Company was held on June 29, 2023 and was attended by Dr Pradeep Kumar Khosla, Chairman of the SRC.| |K Krithivasan*|Non-Independent, Executive| | |Rajesh Gopinathan**|Non-Independent, Executive| | |Keki Mistry|Independent, Non-Executive| | *appointed as a member of the committee w.e.f. June 1, 2023. **ceased to be a member of the committee w.e.f. June 1, 2023. 9 GRI 2-20 # Corporate Governance Report # Name of the Committee # Corporate Social Responsibility (""CSR"") Committee Committee is constituted in line with the provisions of Section 135 of the Act. The terms of reference, inter alia, include: - Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. - Institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities. # Risk Management Committee (""RMC"") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. The terms of reference, inter alia, include: - Formulate, monitor and review risk management policy and plan, inter alia, covering investment of surplus funds, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks. - Approve addition/deletion of banks from time to time for carrying out Treasury transactions and delegate the said power to such person as may deem fit. # Category and composition |Name|Category|Other details| |---|---|---| |N Chandrasekaran (Chairman)|Non-Independent, Non-Executive|- Three meetings of the CSR Committee were held during the year under review. - Four Board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on CSR activities of the Company were held during the year. | |O P Bhatt|Independent, Non-Executive| | |N G Subramaniam|Non-Independent, Executive| | |Keki Mistry (Chairman)|Independent, Non-Executive|- Four meetings of the RMC were held during the year under review. - Fortnightly reports on management of foreign exchange risks are made available to the members of the RMC. | |K Krithivasan*|Non-Independent, Executive| | |N G Subramaniam|Independent, Executive| | |Rajesh Gopinathan**|Non-Independent, Executive| | |Al-Noor Ramji^|Independent, Non-Executive| | |Don Callahan^^|Independent, Non-Executive| | |Samir Seksaria|Chief Financial Officer| | *appointed as a member of the committee w.e.f. June 1, 2023. **ceased to be a member of the committee w.e.f. June 1, 2023. ^appointed as a member of the Committee w.e.f. January 11, 2024."
+"^^ceased to be a member of the Committee consequent to the completion of his term as Independent Director w.e.f. January 10, 2024. # Corporate Governance Report # Name of the Committee # Executive Committee Detailed review of the following matters which form part of terms of Executive Committee, were presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the Board. # Category and composition |Name|Category|Other details| |---|---|---| File: AR_TCS_2023_2024.md |N Chandrasekaran (Chairman)|Non-Independent, Non-Executive|The said matters were discussed in various Board meetings held during the year under review in the presence of the Executive Committee Members with the intent to avail expertise of all Board members.| |K Krithivasan*|Non-Independent, Non-Executive| | |Rajesh Gopinathan**|Non-Independent, Executive| | *appointed as a member of the committee w.e.f. June 1, 2023. **ceased to be a member of the committee w.e.f. June 1, 2023. The terms of reference of these committees are available on the website (https://on.tcs.com/Terms-Reference-Committees) # ii. Stakeholders' Relationship Committee-other details # a. Name, designation and address of Compliance Officer: Pradeep Manohar Gaitonde, Company Secretary Tata Consultancy Services Limited, 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 # b. Details of investor complaints received and redressed during FY 2024 are as follows: |Opening as on April 1, 2023|Received during the year|Resolved during the year|Closing as on March 31, 2024| |---|---|---|---| |4|128|128|4| # iii. Nomination and Remuneration Committee-other details # Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement. # Remuneration Policy Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. 10 GRI 2-13 11 GRI 2-19, GRI 2-20 # Corporate Governance Report The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Managing Director and each Executive Director. The Company pays sitting fees of ₹30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Company also pays commission to the Non-Executive Directors within the ceiling of 1 percent of the net profits of the Company as computed under the applicable provisions of the Act, with the approval of the Members. The said commission is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and distributed amongst the Non-Executive Directors based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. The Remuneration policy is available on https://on.tcs.com/remuneration-policy. # iv. Details of the Remuneration for the year ended March 31, 2024 # a) Non-Executive Directors |Name|Commission|Sitting Fees| |---|---|---| |N Chandrasekaran, Chairman@|-|3.3| |O P Bhatt|285.0|4.8| |Aarthi Subramanian@@|-|2.7| |Dr Pradeep Kumar Khosla|260.0|3.6| |Hanne Sorensen|260.0|3.9| |Keki Mistry|285.0|4.8| |Al-Noor Ramji*|100.0|0.9| |Don Callahan**|250.0|2.7| |Total|1,440.0|26.7| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company."
+"@@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company. *Appointed as Independent Director w.e.f. October 12, 2023 **Ceased to be Director of the Company w.e.f. January 10, 2024 upon completion of his term as Independent Director. # b) Managing Director and Executive Director |Name of Director|Salary|Benefits, Perquisites and Allowances|Commission|ESPS*| |---|---|---|---|---| |K Krithivasan**<br/>(CEO & MD)<br/>(appointed w.e.f. June 1, 2023)|127.5|308.4|2,100.0|-| |N G Subramaniam<br/>(COO & ED)|172.5|345.7|2,100.0|-| |Rajesh Gopinathan<br/>(Erstwhile CEO & MD)<br/>(ceased w.e.f. June 1, 2023)|33.6|76.8|-|-| *Employee Stock Purchase Scheme **The remuneration includes compensation for the full year, i.e. as Global Head of Banking, Financial Services and Insurance (BFSI) for April 1, 2023 to May 31, 2023 and as CEO & MD from June 1, 2023 to March 31, 2024. Services of the Executive Directors may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. Integrated Annual Report 2023-24 # Corporate Governance Report # v. Number of committee meetings held and attendance records |Name of the Committee|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |No. of meetings held|4|3|2|3|4| |Date of meetings|April 12, 2023; July 12, 2023; October 11, 2023; January 11, 2024|April 12, 2023; October 11, 2023|July 20, 2023 and January 18, 2024|May 25, 2023; September 8, 2023; January 12, 2024|April 18, 2023; July 18, 2023; October 16, 2023; January 18, 2024| # No. of meetings attended |Name of Member|Audit Committee|Nomination and Remuneration Committee|Stakeholders' Relationship Committee|Corporate Social Responsibility Committee|Risk Management Committee| |---|---|---|---|---|---| |N Chandrasekaran|-|3|-|3|-| |K Krithivasan*|-|-|1|-|2| |N G Subramaniam|-|-|-|3|4| |Rajesh Gopinathan**|-|-|-|-|1| |O P Bhatt|4|3|-|3|-| |Aarthi Subramanian|4|-|-|-|-| |Dr Pradeep Kumar Khosla|4|-|2|-|-| |Hanne Sorensen|4|3|-|-|-| |Keki Mistry|4|-|2|-|4| |Al-Noor Ramji^|-|-|-|-|-| |Don Callahan^^|3|-|-|-|3| |Samir Seksaria|-|-|-|-|4| Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. @ TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on CSR activities of the Company, has held four meetings during the FY 2024. *appointed as member of Stakeholders' Relationship Committee, Risk Management Committee and Executive Committee w.e.f. June 1, 2023. ** ceased to member of Stakeholders' Relationship Committee, Risk Management Committee and Executive Committee w.e.f. June 1, 2023. ^ appointed as member of Audit Committee and Risk Management Committee w.e.f. January 11, 2024. ^^ ceased to member of Audit Committee and Risk Management Committee w.e.f. January 10, 2024 upon completion of his term as Independent Director. # vi. Particulars of senior management of Tata Consultancy Services Limited |Name of Senior Management Personnel|Category| |---|---| |Shankar Narayanan|Banking Financial Services and Insurance| |Krishnan Ramanujam|Consumer Business Group| |V Rajanna|Technology, Software and Services| |Samir Seksaria|Chief Financial Officer| |Milind Lakkad|Chief Human Resources Officer| |Madhav Anchan|General Counsel Legal| |Dr. Harrick Vin|Chief Technology Officer| |Pradeep Manohar Gaitonde|Company Secretary| |S Sukanya|was appointed as Chief Information Officer on October 11, 2023, and ceased on March 5, 2024.| Integrated Annual Report 2023-24 # Corporate Governance Report # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting (""AGM""): |Financial Year|Date|Time|Venue| |---|---|---|---| |2021|June 10, 2021| | | |2022|June 9, 2022|3.30 p.m.|Meeting conducted through VC / OAVM pursuant to the MCA Circular| |2023|June 29, 2023| | | # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2024. # c. Special resolution: Special resolution for change of place of keeping and inspection of the registers and Annual Returns of the Company was passed at the AGM held in 2022 and no special resolution was passed in the AGMs held in 2021 and 2023. # ii. Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise, details of the voting pattern and procedure of postal ballot: The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated October 11, 2023 for: - a. buyback of its equity shares; - b. appointment of Mr. Al-Noor Ramji (DIN 00230865) as a Non-executive Independent Director for a term of five years; - c. re-appointment of Ms. Hanne Birgite Breinbjerg Sorensen (DIN 08035439) as a Non-executive Independent Director for a second consecutive term of five years; - d. re-appointment of Mr. Keki Minoo Mistry (DIN 00008886) as a Non-executive Independent Director for a second consecutive term of five years."
+"All the aforesaid resolutions were duly passed and the results of which were announced on November 15, 2023. P. N. Parikh (Membership No. FCS 327) of Parikh & Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. Details of the voting pattern are provided below: |Resolution passed through postal ballot|Votes in favour of the resolution|Votes against the resolution|Invalid votes| |---|---|---|---| |Buyback of its equity shares|Number of members voted: 16,150 Number of valid Votes cast (Shares): 319,61,27,268 Percentage of total number of valid votes cast: 99.78|Number of members voted: 642 Number of valid votes cast (Shares): 70,10,926 Percentage of total number of valid votes cast: 0.22|Total number of members whose votes were declared invalid: - Total number of invalid votes cast (Shares): -| |Appointment of Mr. Al-Noor Ramji (DIN 00230865) as a Non-executive Independent Director for a term of five years|Number of members voted: 16,029 Number of valid Votes cast (Shares): 320,27,45,957 Percentage of total number of valid votes cast: 99.95|Number of members voted: 653 Number of valid votes cast (Shares): 14,50,499 Percentage of total number of valid votes cast: 0.05|Total number of members whose votes were declared invalid: - Total number of invalid votes cast (Shares): -| |Re-appointment of Ms. Hanne Birgite Breinbjerg Sorensen (DIN 08035439) as a Non-executive Independent Director for a second consecutive term of five years|Number of members voted: 16,001 Number of valid Votes cast (Shares): 317,23,76,322 Percentage of total number of valid votes cast: 99.01|Number of members voted: 676 Number of valid votes cast (Shares): 3,18,09,865 Percentage of total number of valid votes cast: 0.99|Total number of members whose votes were declared invalid: - Total number of invalid votes cast (Shares): -| # Corporate Governance Report # Resolution passed through postal ballot # Re-appointment of Mr. Keki Minoo Mistry (DIN 00008886) as a Non-executive Independent Director for a second consecutive term of five years |Number of members voted|Number of valid Votes cast (Shares)|Percentage of total number of valid votes cast|Number of members voted|Number of valid votes cast (Shares)|Percentage of total number of valid votes cast|Total number of members whose votes were declared invalid|Total number of invalid votes cast (Shares)| |---|---|---|---|---|---|---|---| |16,089|318,61,63,326|99.44|604|1,80,30,571|0.56|-|-| # Procedure for postal ballot The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the General Circular nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023, respectively issued by the Ministry of Corporate Affairs. # Details of special resolution proposed to be conducted through postal ballot None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # Other Disclosures A certificate has been received from Parikh & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) has been appointed as the Statutory Auditors of the Company. The particulars of payment of Statutory Auditors' fees, on consolidated basis for FY 2024 is given below: |Particulars|Amount (` lakh)| |---|---| |Services as statutory auditors (including quarterly audits)|1,120.4| |Tax audit|70.0| |Services for tax matters|24.1| |Other matters|403.0| |Reimbursement of out-of-pocket expenses|89.6| |Total|1,707.1| # Related party transactions (""RPT"") During the year all RPTs entered by the Company were in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis and were approved by the members of Audit Committee including Independent Directors. The Company had sought the approval of shareholders at the 28th AGM held on June 29, 2023 for material RPT as per Regulation 23 of SEBI Listing Regulations. Similarly, the Company intends seeking approval of its shareholders for the existing and material related party transactions for FY 2025 at its ensuing annual general meeting to be held on May 31, 2024. The Board's approved policy for related party transactions is uploaded on the website of the Company."
+"Website link for details/policy: https://on.tcs.com/RPT Integrated Annual Report 2023-24 # Corporate Governance Report |Particulars|Statutes|Details|Website link for details/policy| |---|---|---|---| |Details of non-compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three financial years|Schedule V (C) 10(b) to the SEBI Listing Regulations|NIL| | |Whistle Blower Policy and Vigil Mechanism|Regulation 22 of SEBI Listing Regulations|The Company has this Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.|https://on.tcs.com/WhistleBP| |Discretionary requirements|Schedule II Part E of the SEBI Listing Regulations|The auditors' report on financial statements of the Company are unmodified. Internal auditors of the Company make quarterly presentations to the Audit Committee on their reports.| | |Subsidiary Companies|Regulation 24 of the SEBI Listing Regulations|The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.|https://on.tcs.com/Subsidiary| |Policy on Determination of Materiality for Disclosures|Regulation 30 of the SEBI Listing Regulations|Policy on Determination of Materiality for Disclosures|https://on.tcs.com/Material| |Policy on Archival and Preservation of Documents|Regulations 30 and 9 of the SEBI Listing Regulations|The Company has adopted this policy.|https://on.tcs.com/Archival| |Reconciliation of Share Capital Audit Report|Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 and SEBI Circular No. D&CC/FITTC/Cir-16/2002|A practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (""NSDL"") and the Central Depository Services (India) Limited (""CDSL"") and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.|https://on.tcs.com/Reports-Policies| # Integrated Annual Report 2023-24 # Corporate Governance Report |Particulars|Statutes|Details| |---|---|---| |Code of Conduct|Regulation 17 of the SEBI Listing Regulations|The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2024. A certificate by the CEO and MD, on the compliance declarations received from the members of the Board and Senior Management forms part of this report.| |Dividend Distribution Policy|Regulation 43A of the SEBI Listing Regulations|A regular annual dividend generally consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.| |Terms of Appointment of Independent Directors|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV to the Act|Terms and conditions of appointment/re-appointment of Independent Directors are available on the Company's website.| |Familiarization Program|Regulation 25(7) and 46 of SEBI Listing Regulations|Details of familiarization program imparted to Independent Directors are available on the Company's website.| |Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018|Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014|The details have been disclosed in the Business Responsibility and Sustainability Report forming part of the Integrated Annual Report.| |Disclosure of certain type of agreements binding listed entities|Schedule III, Para A, Clause 5A of Listing Regulations|There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.| # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include, The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Website link for details/policy: - Tata Code of Conduct - Dividend - Appointment ID - Familiarization Programme Statutory notices are published in The Free Press Journal, Business Standard, The Economic Times and Navshakti. The Company also issues press releases from time to time."
+"Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors/analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited (""NSE"") and BSE Limited (""BSE"") as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. The Management Discussion and Analysis Report is a part of the Integrated Annual Report. # IX. General shareholder information i. Annual General Meeting for FY 2024 |Date|May 31, 2024| |---|---| |Time|3:00 p.m. (IST)| |Venue|Meeting is being conducted through VC/OAVM pursuant to the MCA General Circulars dated May 5, 2020, read with general circulars dated April 8, 2020, April 13, 2020, the latest being September 25, 2023. For details, please refer to the Notice of this AGM.| As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Director seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM. Integrated Annual Report 2023-24 # Corporate Governance Report # ii. Financial Calendar |Year ending|AGM in| |---|---| |March 31|May| # iii. Dividend Payment The final dividend, if approved, shall be paid/credited on Tuesday, June 4, 2024 # iv. Date of Book Closure/ Record Date As mentioned in the Notice of this AGM # v. Listing on Stock Exchanges National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001 # vi. Stock Codes/Symbol |NSE|BSE| |---|---| |TCS|532540| # vii. Corporate Identity Number (CIN) of the Company L22210MH1995PLC084781 # viii. Market Price Data |Month|NSE High (`)|NSE Low (`)|Total number of equity shares traded|BSE High (`)|BSE Low (`)|Total number of equity shares traded| |---|---|---|---|---|---|---| |Apr-2023|3,263.4|3,089.6|4,38,24,242|3,263.2|3,088.7|19,57,145| |May-2023|3,328.9|3,179.9|3,66,16,015|3,329.0|3,180.3|8,71,528| |Jun-2023|3,324.0|3,174.9|3,83,61,975|3,323.3|3,175.3|19,84,292| |Jul-2023|3,514.7|3,259.9|4,76,58,115|3,512.0|3,260.2|17,30,994| |Aug-2023|3,484.1|3,356.8|3,59,20,566|3,483.8|3,357.1|22,22,209| |Sep-2023|3,606.2|3,379.2|3,84,42,941|3,606.6|3,379.2|16,32,903| |Oct-2023|3,638.4|3,336.8|3,98,18,106|3,637.3|3,337.8|33,52,847| |Nov-2023|3,530.2|3,330.7|3,63,81,184|3,529.9|3,331.7|22,09,366| |Dec-2023|3,861.0|3,511.7|4,55,72,195|3,860.1|3,509.6|23,01,605| |Jan-2024|3,943.1|3,666.8|4,82,46,534|3,942.3|3,667.0|50,68,946| |Feb-2024|4,149.5|3,854.2|4,34,10,829|4,149.2|3,851.5|27,05,972| |Mar-2024|4,219.3|3,840.9|5,75,14,817|4,217.5|3,837.5|2,75,18,584| # ix. Performance of the share price of the Company in comparison to the BSE Sensex TCS Share price and BSE Sensex Movement |Month|Price| |---|---| |Apr-23|140| |May-23|130| |Jun-23|120| |Jul-23|110| |Aug-23|100| |Sep-23|90| |Oct-23|80| |Nov-23|70| |Dec-23| | |Jan-24| | |Feb-24| | |Mar-24| | Base 100 = Monday, April 3, 2023 Integrated Annual Report 2023-24 # Corporate Governance Report # x. Registrar and Transfer Agents Name and Address: Link Intime India Private Limited* (Link Intime) C-101, Embassy 247, L.B.S. Marg, Vikhroli (West) Mumbai- 400 083 Telephone: +91-8108118484 E-mail: csg-unit@linkintime.co.in Website: www.linkintime.co.in *Erstwhile TSR Consultants Private Limited, merged with Link Intime India Private Limited w.e.f. December 22, 2023. Documents will be accepted at the above address between 10.00 a.m. and 5.00 p.m. (Monday to Friday except bank holidays). # xi. Places for acceptance of documents For the convenience of the shareholders, documents will also be accepted at the following branches of Link Intime between 10.00 am and 5.00 p.m. (Monday to Friday except bank holidays). |Place|Name and Address|Phone/Email| |---|---|---| |Mumbai|Link Intime India Private Limited Building 17/19, Office No. 415, Rex Chambers, Ballard Estate, Walchand Hirachand Marg, Fort, Mumbai- 400 001|Email: csg-unit@linkintime.co.in| |Bengaluru|Link Intime India Private Limited C/o. Mr. D. Nagendra Rao ""Vaghdevi"" 543/A, 7th Main 3rd Cross, Hanumanthnagar, Bengaluru- 560 019|Tel: +91 80 26509004 Email: csg-unit@linkintime.co.in| |Kolkata|Link Intime India Private Limited Vaishno Chamber, 5th Floor, Flat Nos. 502 & 503, 6, Brabourne Road, Kolkata- 700 001|Tel: +91 33 40049728 / 33 40731698 Email: csg-unit@linkintime.co.in| |New Delhi|Link Intime India Private Limited Noble Heights, 1st Floor, Plot No. NH-2, C-1 Block, LSC, Near Savitri Market, Janakpuri, New Delhi - 110 058|Tel: +91 11 41410592 / 93 / 94 Email: csg-unit@linkintime.co.in| |Jamshedpur|Link Intime India Private Limited Qtr. No. L-4/5, Main Road, Bistupur (Beside Chappan- Bhog Sweet Shop) Jamshedpur- 831 001|Tel: +91 657 2426937 Email: csg-unit@linkintime.co.in| |Ahmedabad|Link Intime India Private Limited 5th Floor, 506 to 508, Amarnath Business Centre-1 (ABC-1) Beside Gala Business Centre, Nr. St. Xavier's College Corner Off. C.G. Road, Ellisbridge, Ahmedabad- 380 006|Tel: +91 79 26465179 Email: csg-unit@linkintime.co.in| # xii. Share Transfer System In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. Pursuant to SEBI Circular dated January 25, 2022, the listed companies shall issue the securities in dematerialized form only, for processing any service requests from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition, etc."
+"After processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository Participant for dematerializing those shares. If the shareholders fail to submit the dematerialisation request within 120 days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company. Shareholders can claim these shares transferred to Suspense Escrow Demat account on submission of necessary documentation. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorized by the Board severally to approve transfers, which are noted at subsequent Board Meetings. Integrated Annual Report 2023-24 # Corporate Governance Report # xiii. Shareholding as on March 31, 2024 # a) Distribution of equity shareholding |Number of shares|Holding|Percentage to capital|Number of accounts|Percentage to total accounts| |---|---|---|---|---| |1-100|4,02,12,894|1.11|20,29,252|87.96| |101-500|4,72,10,723|1.30|2,32,513|10.08| |501-1000|1,75,66,487|0.49|24,665|1.07| |1001-5000|3,16,70,314|0.88|16,427|0.71| |5001-10000|1,06,38,162|0.29|1,505|0.07| |10001-20000|1,07,13,577|0.30|757|0.03| |20001-30000|80,78,996|0.22|328|0.01| |30001-40000|63,89,912|0.18|183|0.01| |40001-50000|61,71,738|0.17|136|0.01| |50001-100000|2,72,65,199|0.75|385|0.02| |100001-above|3,41,21,69,516|94.31|846|0.03| |TOTAL|3,61,80,87,518|100.00|23,06,997|100.00| # b) Categories of equity shareholding |Category|Category wise equity Shareholding|Percentage of holding| |---|---|---| |Promoter|2,59,54,99,419|71.74| |Other Entities of Promoter Group|10,59,209|0.03| |Mutual Funds|14,65,91,425|4.05| |Banks, Financial Institutions, State and Central Government|3,48,298|0.01| |Insurance Companies|21,62,81,096|5.97| |Foreign Institutional Investors|45,94,66,997|12.70| |NRIs, OBCs, Foreign Nationals|78,38,559|0.22| |Corporate Bodies, Trusts|2,89,88,390|0.80| |Indian Public and Others|15,87,11,398|4.39| |Alternate Investment Fund|26,53,126|0.07| |IEPF Account|6,49,601|0.02| |Total|3,61,80,87,518|100.00| # c) Top ten equity shareholders of the Company |Sr. No.|Name of the shareholders*|Number of equity shares held|Percentage of holding| |---|---|---|---| |1|Tata Sons Private Limited|2,59,54,99,419|71.74| |2|Life Insurance Corporation of India|17,59,75,338|4.86| |3|SBI Mutual Fund|4,24,95,223|1.17| |4|National Pension Scheme (NPS) Trust Account|1,80,51,876|0.50| |5|Government of Singapore|1,77,21,561|0.49| |6|Invesco Developing Markets Fund|1,58,78,926|0.44| |7|Axis Mutual Fund Trustee Limited|1,55,40,306|0.43| |8|Vanguard total International Stock Index Fund|1,41,77,875|0.39| |9|ICICI Prudential Mutual Fund|1,41,05,437|0.39| |10|UTI Mutual Fund|1,40,40,960|0.39| *Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder. Integrated Annual Report 2023-24 # Corporate Governance Report # xiv. Dematerialization of shares and liquidity The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares of the Company representing 99.98 percent of the Company's equity share capital are dematerialized as on March 31, 2024. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on March 31, 2024, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments. # xvi. Commodity price risk or foreign exchange risk and hedging activities File: AR_TCS_2023_2024.md The Company does not deal in commodities and hence the disclosure pursuant to SEBI Master Circular dated July 11, 2023 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. # xvii. Loans and advances The Company has not given any loans and advances to firms/Companies in which directors are interested. # xviii. Equity shares in the suspense account In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows: |Particulars|Number of shareholders|Number of equity shares| |---|---|---| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2023|26|820| |Shareholders who approached the Company for transfer of shares from suspense account during the year|-|-| |Shareholders to whom shares were transferred from the suspense account during the year|-|-| |Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act|-|-| |Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2024|26|820| The voting rights on the shares outstanding in the suspense account as on March 31, 2024, shall remain frozen till the rightful owner of such shares claims the shares. # xix. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (""IEPF Rules""), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority."
+"The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website https://iepfinvestorinfo.tcsapps.com/#/home. The details of unclaimed dividends and shares transferred to IEPF during FY 2024 are as follows: |Financial year|Amount of unclaimed dividend transferred|Number of shares transferred| |---|---|---| |2015-16|2,60,32,185|41,294| |2016-17|2,16,37,364|15,191| |TOTAL|4,76,69,549|56,485| Integrated Annual Report 2023-24 # Corporate Governance Report The Members who have a claim on above dividends and/or shares are requested to follow the below process: 1. Submit self-attested copies of documents provided in IEPF 5 helpkit, which is available on IEPF website (www.iepf.gov.in) to the Company / Registrar and Transfer Agent (RTA). 2. After verification of the aforesaid documents submitted, Company will issue an entitlement letter. 3. File Form IEPF-5 on IEPF website and send self-attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company. 4. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority. Members are requested to note that no claims shall lie against the Company in respect of the dividend/shares transferred to IEPF. The following table gives information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's RTA: |Financial Year|Date of declaration|Last date for claiming unpaid dividend| |---|---|---| |2016-17|June 16, 2017|July 16, 2024| |2017-18|July 13, 2017|August 13, 2024| | |October 12, 2017|November 12, 2024| | |January 11, 2018|February 10, 2025| | |June 15, 2018|July 15, 2025| |2018-19|July 10, 2018|August 9, 2025| | |October 11, 2018|November 10, 2025| | |January 10, 2019|February 9, 2026| | |June 13, 2019|July 13, 2026| |2019-20|July 9, 2019|August 8, 2026| | |October 10, 2019|November 9, 2026| | |January 17, 2020|February 16, 2027| | |March 10, 2020|April 9, 2027| | |June 11, 2020|July 11, 2027| |2020-21|July 9, 2020|August 8, 2027| | |October 7, 2020|November 6, 2027| | |January 8, 2021|February 7, 2028| | |June 10, 2021|July 10, 2028| |2021-22|July 8, 2021|August 7, 2028| | |October 8, 2021|November 7, 2028| | |January 12, 2022|February 11, 2029| | |June 9, 2022|July 9, 2029| |2022-23|July 8, 2022|August 7, 2029| | |October 10, 2022|November 9, 2029| | |January 9, 2023|February 8, 2030| | |June 29, 2023|July 29, 2030| |2023-24|July 12, 2023|August 11, 2030| | |October 11, 2023|November 10, 2030| | |January 11, 2024|February 10, 2031| # Plant locations In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa. # Address for correspondence Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 Designated e-mail address for Investor Services: investor.relations@tcs.com For queries on IEPF related matters: iepf.assist@tcs.com Website: www.tcs.com Integrated Annual Report 2023-24 # Corporate Governance Report # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees, including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has, in respect of the year ended March 31, 2024, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. K."
+"Krithivasan Chief Executive Officer and Managing Director DIN: 10106739 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Corporate Governance Report # PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2024, as stipulated under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (""SEBI Listing Regulations""). With the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2024. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management and considering. For Parikh & Associates Practising Company Secretaries P. N. Parikh FCS: 327 CP: 1228 UDIN: F000327F000095235 PR No.: 1129/2021 Mumbai, Date: 12.04.2024 Integrated Annual Report 2023-24 # Corporate Governance Report # CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata Consultancy Services Limited having CIN L22210MH1995PLC084781 and having registered office at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 (hereinafter referred to as 'the Company'), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. |Sr. No.|Name of Director|DIN|Date of Appointment in Company *| |---|---|---|---| |1.|N Chandrasekaran|00121863|September 6, 2007| |2.|K Krithivasan|10106739|June 1, 2023| |3.|N Ganapathy Subramaniam|07006215|February 21, 2017| |4.|O P Bhatt|00548091|April 2, 2012| |5.|Aarthi Subramanian|07121802|March 12, 2015| |6.|Dr. Pradeep Kumar Khosla|03611983|January 11, 2018| |7.|Hanne Sorensen|08035439|December 18, 2018| |8.|Keki Mistry|00008886|December 18, 2018| |9.|Al-Noor Ramji|08326836|October 12, 2023| *the date of appointment is as per the MCA Portal. Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries P. N. Parikh Partner FCS No. 327 CP No. 1228 UDIN: F000327F000095246 PR No.: 1129/2021 Mumbai Date: 12.04.2024 Integrated Annual Report 2023-24 # Corporate Social Responsibility # Empowering Access to Opportunity # Overview We live in interesting times with technologies like Artificial Intelligence dominating the global conversation, the human impact of natural disasters calling attention to the need for climate adaptation, and a worldwide call to action for inclusive growth as economies transition post the pandemic."
+"TCS recognizes the power of technology, innovation, and human ingenuity in building a more equitable world. TCS believes that everyone is born with equal potential, but not equal opportunity and it is the vision of TCS to empower people and communities to build self-reliance while promoting the core values of fairness, equity, and respect for human rights. Integrated Annual Report 2023-24 # Corporate Social Responsibility This past year TCS has made significant progress in its mission, empowering over 7 million people through its CSR programs including big bets aimed at people with highest need, in communities where resources are low, while using its core strengths to make a meaningful impact. This resulted in upward socio-economic mobility for 797,749 people, building equitable and inclusive pathways for 405,775 women, 455,692 youth and 547,311 from marginalized groups. This was achieved by scaling TCS' high impact programs across India and 43 countries around the world, against four strategic themes (and eight focus areas): provide a 21st century education for all (Education and Research, Literacy to Livelihood), help citizens equitably access good jobs of tomorrow (Employment through Skilling, Digital Entrepreneurship), enable delivery of world class front-line services in poorest districts (Healthcare, Digital Inclusion), and accelerate the just transition to a green economy (Water, Climate and Sustainability). No one organization can do this alone, and TCS through its purpose ecosystem engaged the key stakeholders to support the needs of the local communities. TCS served 20,342 marginalized people through its Literacy as a Service program, empowering them through functional, financial, and digital literacy. Gaining self-confidence, dignity, and access to key citizen entitlements, they traversed a path from a vicious cycle of poverty, bonded labor, and harsh work conditions to charting their own course of savings and livelihood. The onus of building Responsible AI rests not with today's companies, workforce, and policy makers, but more so lies in the hands of the next generation of innovators. Empowering 6,209 teachers to inculcate computational thinking, Ignite my Future program of TCS prepared 312,966 students across five continents with foundational skills for the age of AI, while the goIT digital innovation program inspired 118,016 students across 42 countries apply 21st Century Skills and latest technologies like AI, IoT, and App Design to solve real-world problems in their community. The most gratifying aspect is 53% of these students are girls and 76% from underrepresented minorities. Gaining access to quality jobs in today's digital economy can often be a challenge, even for those educated from leading institutions. TCS imparted marketable skills, credentials, and valuable certifications to 23,297 rural youth from 24 states and union territories across India, coaching and mentoring them for industry readiness through its Youth Employment Program. Nearly half of these are women, improving their income opportunities and participation in economic growth. Across 1,735 villages in rural India, digital entrepreneurs from the TCS program 'BridgeIT', are earning their livelihood while providing much needed last-mile services to 312,175 beneficiaries such as access to citizen entitlements, banking, financial services, insurance, telehealth, telelaw, logistics, ecommerce and more. Expanding the program to 44 districts, a new cohort of 1,400 women entrepreneurs from socially marginalized background are gearing up to be catalysts to strengthen the rural economy. In a transformational year for community service, HOPE (Hours of Purpose by Employees), a TCS program saw volunteers contribute over 6.7 million hours to support the poor with basic necessities, to create better health outcomes for those who need help, to preserve and protect the environment, to empower better education, employment, entrepreneurship, and livelihoods for the marginalized. TCSers also built capacity and capability for over 50 social sector organizations through skills-based volunteering, providing in-kind digital, advisory and technology consulting services. TCS jointly served needy communities around the world through 138 purpose partnerships, working alongside other Tata Group companies, its customers, and like-minded organizations through its Business with Purpose program. TCS harnessed the wisdom of over 1,800 cross-sector leaders through 11 Digital Empowers thought leadership forums, using their collective wisdom to help advance advocacy and policy efforts globally. # Literacy as a Service (LaaS) |Beneficiaries:|19,761| |---|---| |Preraks:|581| |Vulnerable & marginalized:|99%| Inadequate adult literacy is a problem preventing India from achieving its full economic potential. Majority of the non-literate population comprises women, and from marginalized communities. TCS' Literacy as a Service (LaaS) program addresses non-literacy among adults and creates awareness of key citizen entitlements. It serves the dual purpose of improving the literacy rate in the country and promoting social inclusion and financial stability for marginalized communities."
+"LaaS' innovative teaching method leverages technology, the theory of cognition, and the laws of perception. The program's creative means of delivery uses animated graphic patterns for easy visual and auditory learning. Integrated Annual Report 2023-24 # Corporate Social Responsibility LaaS' modules include functional literacy (50-55 hours), financial literacy (5-7 hours), and awareness of key citizen entitlements (3-4 hours). These are currently available in nine Indian, and three foreign languages. Democratizing the literacy solution, TCS' Each one Empowers one portal provides TCS, Tata Group employees, and their families, the opportunity to empower non-literates such as security guards, domestic workers, and gardeners in their local community. Since its inception, LaaS has successfully paved the way to self-reliance for over 2.43 million learners and more than 201,600 facilitators through literacy. In FY 2024, LaaS empowered 20,342 learners (~99% women) with functional literacy, financial literacy, and awareness of key citizen entitlements. The program's transformational impact offers beneficiaries a path to financial independence, raises their self-esteem, and provides them the opportunity to be role models for their children. In addition, the program has also given neo-literates better access to government benefit schemes, and financial systems. # Literacy as a Service (LaaS) Case Study # Lighting up the Musahar Community with literacy Tara Devi, from Bhaipurkhurd village, in Mirzapur, Uttar Pradesh, used to work at a brick kiln, for 14-16 hours every day, along with her husband and children. The owner of the brick kiln exploited them and paid them inadequately. Lacking basic education, Tara and her family were unable to accurately calculate their wages and were dependent on middlemen. TCS' Literacy as a Service (LaaS), in partnership with Manav Sansadhan Evam Mahila Vikas Sansthan (MSEMVS), started a literacy program in Bhaipurkhurd. Tara Devi was rescued by MSEMVS, and she joined the TCS' literacy center at Bhaipurkhurd. Attending TCS' LaaS sessions every day, Tara Devi learned how to read basic Hindi and do simple arithmetic. MSEMVS assisted Tara in setting up a small general shop. She is now able to operate her microenterprise independently and personally maintain her book of accounts. Realizing the transformative power of education, Tara Devi inspires her children to take their education seriously. I had never thought that I would be able to leave the work at the brick kiln and open my own shop. Thanks to TCS' Literacy as a Service, I learned basic arithmetic, and today I can manage the accounts of my shop. Now I send my children to school every day. Tara Devi, Bhaipurkhurd village, Mirzapur, Uttar Pradesh |Trained:|19,900| |---|---| |Under Training:|3,397| |Placed:|2,845| |Vulnerable & marginalized:|49%| The high unemployment rate among the youth, particularly from marginalized communities is a significant issue in modern India. Their employment prospects and their ability to participate in the digital economy are impacted by challenges such as limited opportunities, deficient communication skills, and a lack of technical expertise. TCS' Youth Employment Program (YEP) empowers the youth with its ""Teach, Coach, Mentor and Place"" model. Industry leaders and subject matter experts collaborate to deliver comprehensive training on business communication, aptitude, computer programming, and domain-specific skills. The program facilitates a seamless transition between the academic and professional worlds and elevates the beneficiaries' social and economic standing. By providing career guidance, mentoring, and offering access to market-relevant certifications and real-time projects, YEP equips the youth to navigate opportunities in the Indian job market. Since its inception, the program has: - Provided youth from marginalized groups across the country access to opportunities. - Enhanced the socio-economic status of more than 1,76,000 youth and their families. - Created specific career paths for the youth in Hospitality, Banking, Retail, and IT domains, to name a few. - Facilitated anytime and anywhere learning through the one-stop YEP portal. - Advanced the reputation of, and provided visibility to, YEP partner institutions. - Enabled continuous availability of a highly skilled talent pool for the industry. The program currently runs in 24 states and union territories of India. In FY 2024, 19,900 students were trained, of which 49% were women and from groups qualified for affirmative action programs. Over 2,845 students have gained employment in the IT/ITES and other domains. # Corporate Social Responsibility # Youth Employment Program (YEP) Case Study Puja Bhairu Kamble, is from Solapur. After her graduation, she embarked on her dream to join the police force. However, she failed the examinations and was left disappointed, her dreams shattered."
+"Her father who was a security guard at Tata Consultancy Services, informed her about a program designed to assist recent graduates find employment. Puja was advised to send her resume to see if she qualified for the training. Soon after, she received an invitation to the ""Youth Employment Programme"" (YEP) orientation. There she met other enthusiastic young individuals who shared similar career dreams. YEP helped enhance her analytical, numerical, and communication skills. Throughout the training, she also acquired fundamental skills such as time management, work-life balance, and corporate etiquette. She learned the significance of creating an outstanding resume and received guidance on conduct during interviews. Upon completing the training, she appeared for the TCS recruitment drive and was selected for a position at TCS's Vikhroli office. Her feeling of joy was immeasurable. Puja dedicates her success to YEP and all the TCSers who helped her. # BridgeIT A major achievement of BridgeIT in FY 2024 was the agreement between TCS and Humana People to People India (HPPI), to empower 1,400 rural youth from socially and economically marginalized communities across 14 districts of Bihar, Jharkhand, and Rajasthan, by building their capacities to become digital entrepreneurs. A TCS Entrepreneur Network (TEN) was created to encourage collaborative knowledge sharing and revenue generation ideas among existing and future entrepreneurs. The TCS team connects regularly with the entrepreneurs for this purpose. Training modules were created and conducted on topics such as Cyber Security, Cyber Crime, DTP, and Canva. An in-house guidebook to learn and adopt new ways to generate income has also been developed. Additionally, Digital Entrepreneur Learning Intervention (DELI), the TCS in-house training curriculum, and content for future training programs has also been created. In FY 2024, 348 active digital entrepreneurs (of which 41% comprise women and 77% hail from marginalized communities) served 1,735 villages, offering services to 312,175 beneficiaries like document generation, government scheme enrollment, online form filling, and banking transactions, among others. # BridgeIT Case Study # Shashi Kujur - Digital Mukhiya Shashi Kujur is today a beacon of empowerment in Kura. While Shashi like many women from her community married young, she was different. Driven by the ambition to achieve something significant in life, she delayed starting a family with her husband. In 2020, on hearing news of TCS's BridgeIT, Shashi decided to enroll in the program. Equipped with training, a laptop, and determination, she transformed a room in her home into a digital service hub. |Entrepreneurs|348| |---|---| |Beneficiaries served by entrepreneurs|312,175| |Vulnerable & marginalized|88%| Launched a decade ago, TCS' BridgeIT program addresses the socio-economic divide in India by creating rural digital entrepreneurs. These digipreneurs use information technology to help citizens in local communities avail government entitlements by providing financial and digital services in education, employment, and adult literacy, enabling social integration. Operating in 29 districts across 10 states, the program focuses on addressing social inequities, particularly among women and marginalized communities. By creating entrepreneurs in rural India, BridgeIT solves for rural India, in rural India. Initially offering a few services, Shashi gradually expanded to offer 24 services to her community, including PAN cards and financial services. With time, Shashi gained recognition in her village. Her success propelled her to run for Mukhiya in Jharkhand, earning the moniker of ""Digital Mukhiya."" Shashi's journey exemplifies the enabling and transformative potential of women's agency and entrepreneurship in shaping and uplifting their communities. I started with apprehensions, but with determination, I became the 'Digital Mukhiya' of my village. Proud to empower women, bring change, and make an impact through entrepreneurship. Shashi Kujur, Kura village, Latehar, Jharkhand Integrated Annual Report 2023-24 # Corporate Social Responsibility # go Innovate Together (goIT) Students: 118,016 | Educators: 3,632 Vulnerable & marginalized: 76% Around the world, there are more jobs in STEM and the computer sciences than there are qualified candidates to fill them. There is also a lack of understanding of what goes into becoming a STEM or computer science professional. The National Science Foundation predicts that 80% of the jobs that will be created in the next decade will require skills in mathematics and science. TCS' flagship digital innovation and career readiness program, go Innovate Together (goIT), prepares students with the skills and capabilities required to pursue careers of the future. Through the goIT Artificial Intelligence curriculum, the engagement gave them hands-on experience with machine learning and classification modelling. It also helped them employ creativity and problem-solving skills to create potential sustainable solutions to problems in their community."
+"Demonstrating how computer science topics are increasingly gaining appeal with girls gives TCS hope for the future of the industry. # Ignite My Future (IMF) File: AR_TCS_2023_2024.md Through engaging design workshops and custom mentorship experiences, goIT helps students by challenging stereotypes and inspiring these future leaders to pursue the careers of tomorrow. goIT helps students develop core skills in partnerships with school districts, using a four-pronged model which includes, in-person or virtual volunteer-driven engagements, round the year goIT online connects, monthly challenges centered around the UN SDGs and mentorship by industry professionals from TCS. The impact metrics from participating students reinforce the success of the program, with 89% aspiring to pursue STEM careers post-program, 96% believing they can create positive community impact, and 99% learning new skills from TCS mentor volunteers. goIT's transformative journey helps shape the future of STEM education. Since its launch in 2009, goIT has benefitted 263,282 students with a growing presence across 42 countries. FY 2024 was the most impactful year for goIT, benefitting 121,648 students and educators around the world. Students: 312,966 | Educators: 6,209 Vulnerable & marginalized: 64% The world is evolving at a tremendous pace, and now more than ever, young people require 21st-century skills, such as computational thinking, to keep abreast with the changing times, create avenues for new jobs, and explore possibilities for economic equity. Emerging technologies like GenAI highlight how core school subjects alone will no longer be enough. # go Innovate Together (goIT) Case Study Record-breaking female participation in Honolulu Statistics reveal that women represent fewer than 28% of the world's technology workforce, a fact echoed by even lower numbers in the U.S. That is why goIT's achievement in one middle school in Honolulu, Hawaii, sends such a strong message. goIT's first-ever classroom program in Hawaii, with a group that comprised 75% girls, featured the highest ratio of attending girls ever achieved in a goIT co-ed offering. TCS partnered with St. Andrews schools to bring goIT to 4th and 6th grade students, who spent three months working their way. Computational thinking is a foundational skill that prepares students to think, solve, and create. TCS' Ignite My Future (IMF) is a pioneering endeavor to empower educators through a transdisciplinary approach that integrates computational thinking into core subjects like mathematics, science, art, and social studies. Offered for free, IMF enables educators to teach students equitably. The program highlights the importance of computational thinking as a critical skill in a changing world with complex problems that require thoughtful solutions. Through TCS volunteering and customer engagements with program partners, IMF brings career pathways to life by creating awareness for students on potential careers. IMF consistently engages with educators and students through the Learning Leaders network, family STEM nights, and special student projects. # 122 Corporate Social Responsibility This year, IMF introduced a new offering: Behind the Scenes, a virtual field trip model that empowers teachers with high-quality video and activity content to inspire students as they become today's problem solvers in tomorrow's world. The first-ever Behind the Scenes content is designed in partnership with a fellow Tata Group company, Jaguar Land Rover, through Jaguar TCS Racing partnership via the ABB FIA Formula E World Championship. # Employee Volunteering Program Since its inception in 2017, IMF has positively impacted over 2.32 million teachers and students around the world. In FY 2024, IMF benefited 312,966 students and 6,209 educators across ANZ, APAC, India, LATAM, North America, and UK & Ireland. # Ignite My Future (IMF) Case Study - Igniting Futures at full speed: cross-sector efforts that inspire generations Ignite My Future At Track is a novel program within the IMF universe of resources that offers teachers and students the opportunity to peep behind the scenes and discover how STEM careers can be fully compatible with someone's passion for something, like motor sports. Thanks to cross-sector efforts, TCS gave IMF alumni and IMF Learning Leaders the opportunity to witness firsthand how the Jaguar TCS Racing Team uses problem-solving strategies in computational thinking to ensure a successful race. Students' interest in STEM careers grew by 40%. 75% felt more likely to use computational thinking strategies in real-life situations, and 100% of teachers in the immediate community showed newly acquired interest in the program. It is said that ""it takes a village to raise a child"" and Ignite My Future's efforts make sure no child is left behind. Volunteering has a new home at TCS."
+"Hours of Purpose by Employees (HOPE) is a transformational movement that allows TCS' growing, highly skilled, and diverse personnel to champion purpose projects and give back to society. The program transformed volunteering from an occasional activity into a strategic force for positive change. Through HOPE, employees can choose activities in different localities, along with corporate-driven programs, primarily focused on the 17 UN SDGs. All HOPE projects are guided, monitored, and driven by 'Purpose Councils' comprising leaders from regions and business units who believe in the Tata Ethos of giving back to society. TCS believes that HOPE's strong, purpose-driven ecosystem is vital to create change that will stand the test of time and generate positive impact. # TCS: #1 company for volunteers Through HOPE, TCS became the leading company for volunteers. For the first time, multiple volunteering events (over 250) were organized under one platform, allowing 182,000 volunteers to choose what they volunteer for, how they volunteer (DIY/virtual/in-person), and who they volunteer with (friends and family). Since I was introduced to Ignite My Future by my teacher in the classroom, I felt there was a difference in my day to day living. Computational Thinking was something I could use in my daily problems too. Then, when I realized I was going to be given the chance to be part of Ignite My Future At Track, I discovered how interesting the world of STEM is and how it's not just what you see in a book. Not only am I a big fan of race cars now, but I am also sure I am going to pursue a career in STEM now. Tomás F Middle School Student, IMF alumni, México # And miles to go… In FY 2024, HOPE resulted in a collective impact of 6.72 million volunteer hours, primarily addressing six SDGs. The platform reached 11.17 PCVH (Per Capita Volunteering Hours) and positively impacted 5.41 million lives. As more TCSers and their friends and family join hands with HOPE, striving to be purposeful stewards of their communities, this movement is set to continuously grow and touch more lives. # Hours of Purpose by Employees (HOPE) # Volunteer Testimonial Hours of Purpose by Employees (HOPE) is a wonderful initiative to celebrate the efforts of people who work selflessly to bring about positive change in society. Personally, participating and contributing hours to HOPE initiatives allowed me to be a part of the community and provided me with a sense of belonging. Going to NGOs and working with the team members helped unite my teams of young volunteers who want to build a better society and put a smile on the faces of beneficiaries. Integrated Annual Report 2023-24 # Corporate Social Responsibility a feeling of satisfaction every time I look back at the work I did, to serve my community and my family. I strongly encourage young people to volunteer and help others, because just as volunteering helps others, it also helps us discover skills we didn't know we had, such as communication, team building, and interpersonal skills. MSR Murthy TCS Hyderabad I used to be shy, now I can speak English"". These words were said by a young adult who attended FlyHigh, a soft skills development volunteering program for underprivileged students in a government school in Indore. TCS employees went to the school for 15 days to take classes and help the students gain confidence in speaking English. During the valedictory ceremony, students spoke about their experience of attending FlyHigh and shared how the program helped them overcome their shyness and fear of speaking in English. # Hours of Purpose by Employees (HOPE) # Volunteering Story Prachi Nawale has been actively volunteering for the SGNP Adivasi Child Education Program to support underprivileged children by providing educational sponsorship. Her mission is to take education to marginalized children from indigenous communities and help them make the transition to a brighter future. Prachi and her team at TCS collaborated with DoorStepSchool, an NGO, to identify children and provide academic tuition, sponsored by a TCS Purpose Partner, a global energy organization, to provide primary and secondary education to children from indigenous regions or Adivasi Padas at the Sanjay Gandhi National Park, Mumbai. The team also celebrates festivals and organizes various activities for these children like donation drives with clothes, stationery, and toys, as well as food distribution events. Prachi finds it heartening that in the 10 years of their association with this group, many of the children have completed their secondary and higher secondary education."
+"She is particularly proud of one of the students, who is now pursuing her higher studies with support from Prachi and the team. A dedicated volunteer and a shining ray of HOPE, Prachi believes that sharing is caring. Ayush Shrivastava CIU/Indore I believe in the philosophy of ""sharing is caring."" Early in life, my parents cultivated in me the value of generosity. This encouraged me to work for societal well-being. I am blessed to have a wonderful family who always supports me and participates in HOPE activities along with me. Giving back to society gives me immense joy and fills me with a sense of fulfillment. I feel blessed and grateful for all that I have. Prachi Nawale TCS Mumbai Through Tech4HOPE, TCS provides pro-bono advisory and technology consulting services to organizations and non-profits that seek to create socio-environmental impact. Integrated Annual Report 2023-24 # Corporate Social Responsibility Non-profits are enabled to use technology to enhance their reach and become sustainable. Working closely with key stakeholders, TCS understands their needs and builds software tools to help them establish a digital presence, build operational transparency, raise funds easily, and improve efficiency. Tech4HOPE has generated millions of dollars of 'social value' since its inception. In Australia, the Indigenous population is most affected by urbanization. According to the Closing the Gap report, Aboriginal and Torres Strait Islander people have on average shorter lifespan of 10-17 years, primarily due to lack of proper nutrition. Using environmentally sustainable technology, TCS developed a website for Food Ladder, an organization that provides communities access to fresh, nutrient-rich produce. The development of this new website enables Food Ladder to reach anyone, anywhere, and on any device. TCS provided pro bono data governance consulting services to First Book, a non-profit based in Washington, D.C., that provides books and other resources to classrooms, libraries, and programs serving children in need. Through a deep-dive inquiry, TCS recommended quick-to-implement improvements and long-term strategic solutions to bring First Book's data governance efforts up to best-practice standards. It marked a beneficial step in helping First Book ensure stronger stakeholder relations and greater availability of funding and books for the children. In FY 2024, 65 ""LwP's"" from Canada and the U.S. and 11 from U.K & Ireland graduated after intense in-classroom and online learning, followed by five months of hands-on work on real-world social impact projects. # Business with Purpose (BwP) Business with Purpose (BwP) is an accelerator for social good and creates impact-driven 'Purpose Partnerships' through its unique framework. These partnerships address societal needs including education, skill development, and employment with TCS' customers, Tata Group companies, and other like-minded organizations. Business with Purpose helps partner organizations meet their purpose commitment and give back to society. This provides collaborating organizations social positive opportunities in sync with their community goals. TCS leverages its expertise to develop contextual solutions for pressing societal issues and fosters partnerships with customer leaders to generate wide-reaching, long-term, and sustainable impact. Bringing the company's strategic programs, like go Innovate Together (goIT), Ignite My Future (IMF), and Youth Employment Program (YEP) to Purpose Partnerships helps TCS serve underserved communities further. In FY 2024, more than 345 customer leaders, including 70 senior executives, participated in different Corporate Social Responsibility initiatives, globally. TCS has joined forces with the KidsRights Foundation in Amsterdam to introduce an innovative digital platform aimed at inspiring young changemakers and promoting awareness of children's rights. The platform, named State of Youth Kids, was launched globally in September 2023. The edutainment platform expands on the existing KidsRights' platform for youth between the ages of 12 to 24 years and now offers a dedicated space for children aged 6 to 12 years, who have the passion and courage to learn how to change the world for the better. The free learning portal provides age-tailored videos about the most pressing issues faced by the youth such as bullying, food waste, sexism, physical punishment, mental health, greenhouse gases, and more. # Digital Empowers # The Power of Digital Transformation: Inspiring Collaboration and Empowering Change Digital Empowers is a collaborative platform of impact that brings renowned industry experts, business leaders, government officials, non-profit organizations, and academia together from across the world. Being a thought leadership initiative, the ingenuity and resources of the private sector, the innovative capacity of technologists, and the collective assets of governments, non-profit organizations, and civil society are brought together to create social impact. # Leaders with Purpose (LwP) Leaders with Purpose (LwP) is a nine-month immersive civic leadership learning and practice journey."
+"It is designed to nurture the skills of TCS employees to lead societal change. The program equips participants with leadership, communication, and project management skills required for a sustained commitment to social impact. Through interactive classes and capstone projects, LwP cultivates a sense of social responsibility among participants. Upon graduating, participants are empowered to conduct their professional lives focusing on generating positive social change. The platform fosters innovation, drives societal growth, and unlocks the potential of the digital age, allowing community leaders to co-create and co-innovate solutions for social impact. Through the 11 dynamic convenings and forums, attended by around 1877 visionary leaders over the last year, TCS has driven impactful conversations and collaborations on pressing issues including, bridging the digital divide, informing national policies in India to promote education and entrepreneurship, and equipping adults and the youth with AI. A comprehensive report was released to highlight key digital empowerment insights and advancements from the past year. Integrated Annual Report 2023-24 # Corporate Social Responsibility In the autumn of 2023, Digital Empowers orchestrated a transformative webinar, ""Seeds of Change: Cultivating Generational Shifts through Literacy."" The lineup featured distinguished speakers including, the Joint Secretary of the Department of School Education and Adult Literacy, the CEO of Pratham Education Foundation, and the Chief Social Responsibility Officer of TCS. # Seeds of Change In FY 2024, the program has impacted 227,413 people from underprivileged communities and enabled them with better livelihoods. # Digital Impact Square (DISQ) - Zero Project Awardee 2024 DISQ, a TCS Initiative, is an incubation program for early-stage startups which focuses on community inclusion. Young innovators are provided skill-building, mentorship and seed funds for solutions including assistive technology for persons with disabilities. Since 2017, DISQ has nurtured and supported several Assistive Tech startups and impacted 100,000+ disabled and their caregivers. DISQ received the #zeroprojectaward - Innovative Solution 2024 at the #ZeroConference for removing barriers and improving accessibility for disabled people and participated in the #ZeroConference. The award ceremony was held at the United Nations Office in Vienna where TCS shared the stage with awardees from 43 countries globally. This recognition acknowledges the ground-breaking work done by TCS' Assistive Tech Startups. The virtual gathering brought an audience of more than 700 together. The participants included central and regional government representatives of India, Tata Group employees, members of NGOs, foundations, corporate entities, students, and more. In the webinar, along with showcasing the essence of its CSR initiatives, TCS underscored the profound impact of its cross-sector collaborations in positively transforming the lives of countless individuals. # Social Innovation # Health and Wellness TCS inculcates a healthy lifestyle among its employees and communities by offering work-life balance and providing support for emotional wellness. When people feel psychologically safe, they build positive workplace relationships, realize their potential, proactively take on responsibilities, and make meaningful contributions to society. Programs like HOPE, Fit4Life, SafetyFirst, and TCS Cares help create awareness about physical and emotional well-being. These programs also provide employees the opportunity to engage with the community purposefully. Social Innovation at TCS is based on the belief that social change and inclusion are critical to people everywhere. TCS utilizes its intellectual and technological capital to generate transformational impact globally by providing digital services to social organizations, pro bono. TCS leverages its vast contextual knowledge, as well as the collective knowledge from a diverse network of subject matter experts, to deliver innovative solutions for specific problems that are unique to the community in question. Statista forecasts that by 2050, seniors will account for a third of Singapore's population. TCS launched Seniors Lab, a pilot digital program for integrated senior care to help seniors live and age with confidence, in partnership with Sree Narayana Mission (SNM) in Singapore. Designed to address rising healthcare costs, Seniors Lab leverages technology to create an integrated care delivery system that lowers the cost of delivering care while helping the seniors of SNM lead safer, more comfortable, and independent lives. In FY 2024, TCS in Australia completed two projects that digitally enabled the Indigenous communities. TCS is working with the Indigenous partnerships team and research teams at the Australian Institute of Marine Science (AIMS) at Bindal Country (Townsville), Larrakia Country (Darwin) and Whadjuk Noongar Country (Perth) to build a ""Northern Australia Marine Monitoring Alliance (NAMMA)"" digital platform. This platform will leverage AIMS' research and operations in alliance with Aboriginal and Torres Strait Islander groups to provide training and build capacity in marine monitoring."
+"It will enable Traditional Owners to understand changes to their sea country better and sustain their determination in preserving marine environments across Australia. As part of the CANSupport initiative, TCS Malaysia joined hands with the National Cancer Society Malaysia (NCSM), to develop the first-ever digital solution to improve care for children with cancer. This groundbreaking initiative is in partnership with the Ministries of Health and Transport of Malaysia. TCS worked with NCSM to develop a technologically driven one-stop platform for all cancer-specific services connecting doctors and caregivers in Malaysia. The new digital solution can be accessed by any caregiver or newly diagnosed cancer patient. TCS' transformations at Tata Medical Center, Kolkata, and Cancer Institute, Chennai, facilitated 173,449 new patient consultations in FY 2024. # 126 Corporate Social Responsibility # Contributions to Disaster Relief Efforts Disaster relief efforts are crucial in mitigating the impact of natural and human-made catastrophes. TCS extended its support by mobilizing resources and offering aid to several affected areas to help restore stability and hope. TCS continued its partnership with the American Red Cross, providing disaster response training on Mass Care, Sheltering and Feeding as well as on Hands Only CPR awareness and Fire Safety. TCSers supported the community in the aftermath of the Hawaii Wildfire, bringing relief to over 1,600 residents. The TCS NYC Marathon also saw the largest ever fundraising in support of the Greater NY Region chapter of the Red Cross. In Canada, TCS volunteers participated in MapSwipe sessions helping pinpoint where critical infrastructure and populations are located for mappers. This helps disaster responders offer efficient and effective responses. Volunteers also supported Red Cross' Mobile Food Clinic to fill hampers and pack food items. In February 2024, a large fire affected the communes of Valparaíso, Viña del Mar, Quilpué and Villa Alemana, in the Valparaíso Region in Chile. This has been categorized as one of the largest disasters in the country in the last 30 years. TCS Chile joined the aid campaign with the Chilean Red Cross, generating aid for non-perishable food and cleaning supplies that helped provide immediate assistance to multiple families affected by the wildfire. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report In May 2022, TCS became the first company to publish the Business Responsibility and Sustainability Report (BRSR) to provide investors with enhanced disclosures about its ESG practices. The BRSR framework is based on the National Guidelines for Responsible Business Conduct (NGRBC) and consists of three sections: - Section A provides a broad overview of the business, its offerings, business and operations footprint, employees, related parties, Corporate Social Responsibility (CSR) and transparency. - Section B covers management and process disclosures related to the businesses aimed at demonstrating the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements. - Section C provides indicator-wise disclosures mapped to the nine principles of NGRBC which are listed at the start of Section B. # SECTION A: GENERAL DISCLOSURES # I. Details of the listed entity1 |1.|Corporate Identity Number (CIN) of the Listed Entity:|L22210MH1995PLC084781| |---|---|---| |2.|Name of the Listed Entity:|Tata Consultancy Services Limited (TCS)| |3.|Year of incorporation:|1995| |4.|Registered office address:|9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India| |5.|Corporate address:|TCS House, Raveline Street, Fort, Mumbai 400 001, Maharashtra, India.| |6.|E-mail:|corporate.sustainability@tcs.com| |7.|Telephone:|+91 22 6778 9595| |8.|Website:|www.tcs.com| |9.|Financial year for which reporting is being done:|2023-24| |10.|Name of the Stock Exchange(s) where shares are listed:|National Stock Exchange of India Limited and BSE Limited| |11.|Paid-up Capital:|₹361.81 crore| |12.|Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report:|- Name: Milind Lakkad - Designation: Chief Human Resources Officer - Telephone number: +91 22 67789999 - E-mail id: corporate.sustainability@tcs.com | # Business Responsibility & Sustainability Report # 13. Reporting boundary This BRSR Report is prepared on a consolidated basis. The reporting boundary for the current year has been revised as compared to previous year. TCS has evaluated and does not believe that this change is material both qualitatively and quantitatively to the reporting under BRSR and GRI. The information/data measurement techniques used, and the basis of calculations and estimates have been mentioned in the relevant sections of this report. There are certain restatements due to change in approach and methodology. The effects and reasons have been included under the respective Principles of this report. These restatements would enable consistency and comparability of information for the current year and previous year. # 14."
+"Name of assurance provider KPMG Assurance and Consulting Services LLP, Mumbai (KPMG). # 15. Type of assurance obtained BRSR Core Indicators- Reasonable assurance; Select BRSR Indicators- Limited assurance. # II. Products/services # 16. Details of business activities (accounting for 90% of the Turnover) TCS provides IT services, consulting and business solutions to many of the world's largest businesses in their transformational journeys. Segment revenues, year on year growth, a brief commentary and segment margins are provided in the Financial Performance Overview section of Management Discussion and Analysis, which is a part of this Integrated Annual Report. # 17. Products/Services sold by the entity (accounting for 90% of the entity's Turnover) Application Development and Maintenance, Consulting and Service Integration, Digital Transformation Services, Cognitive Business Operations & Products and Platforms. Some of the services broadly map to The National Industrial Classification (NIC) codes 6201, 6202, 6209 and 6311. # III. Operations # 18. Number of locations where plants and/or operations/offices of the entity are situated |Location|Number of plants|Number of offices*|Total| |---|---|---|---| |National|1|119|120| |International|Not Applicable (NA)|187|187| * Includes Delivery centres # 19. Markets served by the entity a. Number of locations |Locations|Number| |---|---| |National (No. of States)|28 States and 8 Union Territories| |International (No. of Countries)|53| b. What is the contribution of exports as a percentage of the total turnover of the entity? 94.4% c. A brief on types of customers TCS works with leading corporations across the world- typically Fortune 1000, Global 2000 corporations and the public sector. In India, TCS works with departments of the Government of India and various state governments, systemically important entities and the private sector. # IV. Employees # 20. Details as at the end of Financial Year: FY 2023-24 a. Employees (including differently abled) |S/N|Particulars|Total (A)|Male|% (B / A)|Female|% (C / A)| |---|---|---|---|---|---|---| |1.|Permanent (D)|6,01,546|3,87,448|64.4|2,14,098|35.6| |2.|Other than Permanent (E)|30,312|19,168|63.2|11,144|36.8| |3.|Total employees (D + E)|6,31,858|4,06,616|64.4|2,25,242|35.6| File: AR_TCS_2023_2024.md * All of TCS' workforce is categorized as 'Employees' and none as 'Workers'. * 'Other than Permanent' category includes individuals on direct TCS contracts or through 3rd party. 2 GRI 2-2 3 GRI 2-4 4 GRI 2-5 5 GRI 2-6 6 GRI 2-7, GRI 2-8, GRI 405-1 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 21. Differently abled Employees: |S/N|Particulars|Total (A)|Male|% (B / A)|Female|% (C / A)| |---|---|---|---|---|---|---| |1.|Permanent (D)|986|740|75.1|246|24.9| |2.|Other than Permanent (E)|9|7|77.8|2|22.2| |3.|Total differently abled employees (D + E)|995|747|75.1|248|24.9| * Numbers mentioned above are based on voluntary disclosures by employees. * Differently abled includes hearing, visual, locomotor, orthopedic and others. # 22. Participation/Inclusion/Representation of women |Total (A)|No. and percentage of Females|No. (B)|% (B / A)| |---|---|---|---| |Board of Directors|9|2|22.2| |Key Management Personnel|4|0|0| * Key Management Personnel (KMP) includes Chief Executive Officer and Managing Director (CEO & MD), Chief Operating Officer and Executive Director (COO & ED), Chief Financial Officer (CFO) and Company Secretary (CS). # 23. Turnover rate for permanent employees |FY 2023-24|Male|Female|Total| |---|---|---|---| |Permanent Employees|12.5%|12.5%|12.5%| |FY 2022-23|Male|Female|Total| |Permanent Employees|20.2%|20.1%|20.2%| |FY 2021-22|Male|Female|Total| |Permanent Employees|17.3%|17.7%|17.4%| * Turnover rates are last twelve months IT Services for all above-mentioned financial years. # V. Holding, Subsidiary and Associate Companies (including joint ventures) # 23. Names of holding / subsidiary Tata Sons Private Limited is a holding company. Refer to Form AOC-1 provided in this Integrated Annual Report for the list of subsidiary companies. All subsidiary companies participate in the Business Responsibility initiatives of the Company. # VI. CSR Details # 24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes # (ii) Turnover (in `) : `2,40,893 crore # (iii) Net worth (in `) : `90,489 crore 7 GRI 405-1 8 GRI 401-1 9 GRI 2-2 # 130 Business Responsibility & Sustainability Report # VII. Transparency and Disclosures Compliances # 25."
+"Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: |Stakeholder group from whom complaint is received|Grievance Redressal Mechanism in Place (Yes/No)|FY 2023-24|FY 2022-23*| |---|---|---|---| |Communities|Yes|<br/>Number of complaints filed during the year|0| |Number of complaints pending resolution at close of the year|0| |Number of complaints filed during the year|0| |---|---| |Number of complaints pending resolution at close of the year|0| Investors (other than shareholders) NA |Number of complaints filed during the year|NA| |---|---| |Number of complaints pending resolution at close of the year|NA| |Number of complaints filed during the year|NA| |---|---| |Number of complaints pending resolution at close of the year|NA| Shareholders Yes# |Number of complaints filed during the year|128| |---|---| |Number of complaints pending resolution at close of the year|4| |Number of complaints filed during the year|178| |---|---| |Number of complaints pending resolution at close of the year|4| Employees Yes# |Number of complaints filed during the year|1,171| |---|---| |Number of complaints pending resolution at close of the year|31| |Number of complaints filed during the year|735| |---|---| |Number of complaints pending resolution at close of the year|11| Customers Yes# |Number of complaints filed during the year|64| |---|---| |Number of complaints pending resolution at close of the year|13| |Number of complaints filed during the year|80| |---|---| |Number of complaints pending resolution at close of the year|14| Value Chain Partners Yes# |Number of complaints filed during the year|3| |---|---| |Number of complaints pending resolution at close of the year|0| |Number of complaints filed during the year|6| |---|---| |Number of complaints pending resolution at close of the year|0| * Grievances and Concerns for FY 2022-23 mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. #https://on.tcs.com/WhistleBP # 26. Overview of the entity's material responsible business conduct issues Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format |S/N|Material issue identified|Indicate whether risk or opportunity (R/O)|Rationale for identifying the risk/opportunity|In case of risk, approach to adapt or mitigate| |---|---|---|---|---| |Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.|Kindly refer the ""Enterprise Risk Management section"" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.| Financial implications of the risk or opportunity (Indicate positive or negative implications) 10 GRI 2-16, GRI 2-25, GRI 2-26 11 GRI 3-2 12 GRI 3-3 13 GRI 201-2 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # SECTION B: MANAGEMENT AND PROCESS DISCLOSURES This section describes the structures, policies and processes aligned to nine principles of business responsibility. These briefly are as follows: - P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner # Disclosure Questions |Disclosure Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9| |---|---|---|---|---|---|---|---|---|---| |1. a. Whether your entity's policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| |b. Has the policy been approved by the Board? (Yes/No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| |c."
+"Web Link of the Policies, if available|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy| |2. Whether the entity has translated the policy into procedures. (Yes / No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| |3. Do the enlisted policies extend to your value chain partners? (Yes/No)|Y|Y|Y|Y|Y|Y|Y|Y|Y| |4. Name of the national and international codes/certifications/labels/standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.|Y|Y|Y|NA|Y|Y|NA|NA|NA| |5. Specific commitments, goals and targets set by the entity with defined timelines, if any.|N|N|Y|N|N|Y|N|N|N| |6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met.|NA|NA|Y|NA|NA|Y|NA|NA|NA| # Footnotes 1. GRI 2-23 2. Tata Code of Conduct 3. Whistleblower Policy 4. Sustainability Strategy 5. HR policies available to employees on Ultimatix, TCS Intranet 6. Global CSR Policy 7. Environmental Sustainability 8. GRI 2-24 9. GRI 2-23 10. TATA Code of Conduct 11. iQMSTM, TCS' Integrated Quality Management System, comprehensively integrates the requirements and best practices of the latest industry models, frameworks and standards such as ISO 9001:2015, ISO 20000:2018, ISO 27001:2013, ISO 22301:2019, ISO 27701:2019, ISO 20017:2015, ISO 27018:2019, CMMI® DEV v2.0 and CMMI® SVC v2.0; Health Safety and Environment Standards ISO 14001:2015, ISO 45001:2018; as well as industry domain specific standards such as AS9100 (Aerospace), TL9000 (Telecom) and ISO 13485 (Medical Devices). 12. ISO 45001:2018 13. TCS is aligned with international laws, principles, and norms, including those contained in the Universal Declaration of Human Rights, ILO Declaration on Fundamental Principles and Rights at Work, United Nations Guiding Principles on Business and Human Rights and are a signatory to the UN Global Compact (UNGC) since 2006. 14. ISO 14001:2015 at 129 locations representing 84.9% of TCS office footprint, ISO 50001:2018 at 22 campuses and large offices in India 15. GRI 3-3 16. TCS's OHS targets and performance are detailed in Section 8 (a) of Principle 3 17. 70% Reduction in absolute Scope 1 + Scope 2 emissions (vs base year 2016), Net zero by 2030 18. 80% Reduction from FY 2016 for scope 1 and 2 emissions and Renewable energy use at 74% in FY 2023-24 # Business Responsibility & Sustainability Report # Governance, leadership and oversight # 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements ""In an era where Environmental, Social and Governance (ESG) are shaping the future of the enterprise, TCS has long embedded ESG principles into its core business strategy thereby future proofing its operations."
+"TCS understands the importance of giving back to the communities it serves. TCS is actively involved in education, healthcare, and skill development through its social impact programs, and it adheres to the highest standards of corporate governance, transparency, accountability, and ethical conduct through the core of its operations. The Company's ESG roadmap is an ongoing aspiration as TCS' ESG principles and initiatives go beyond compliance, and it is a fundamental part of our identity as a responsible corporate citizen."" N G Subramaniam, Chief Operating Officer and Executive Director (COO & ED) To read more about TCS' ESG Principles, Material Topics and Initiatives, kindly refer to the Sustainability Disclosures section, which is a part of this Integrated Annual Report. # 8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies) Mr. Milind Lakkad, Chief Human Resources Officer # 9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details The Stakeholders' Relationship Committee (SRC) of the Board is responsible for decision making on sustainability related issues. Refer to Corporate Governance Report for additional information on SRC. # 10. Details of Review of NGRBCs by the Company: |Subject for Review|Indicate whether review was undertaken by Director (D) Committee of the Board (C) / Any Other Committee (O) / Board of Directors (B)|Frequency: Annually (A) / Half yearly (H) / Quarterly (Q) / Any other - please specify| |---|---|---| |Performance against above policies and follow up action|C|Q| |Compliance with statutory requirements of relevance to the principles, and rectification of any non-compliances|Statutory Compliance Certificate on applicable laws is provided by the CEO & MD to the Board of Directors.|Quarterly| # 11. Has the entity carried out independent assessment / evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency. N Y Y N N Y N N N TUV India Pvt Ltd. conducted the ISO 45001:2018 certification audit. TUV India Pvt Ltd. conducted the ISO 45001:2018 and ISO 50001:2018 certification audits. # 12. If answer to question (1) above is ""No"" i.e. not all Principles are covered by a policy, reasons to be stated: NA # SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE # PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. # Essential Indicators # 1. Percentage coverage by training and awareness programs on any of the Principles during the financial year: |Segment|Total number of training and awareness programs held *|Topics / principles covered under the training and its impact|%age of persons in respective category covered by the awareness programs| |---|---|---|---| |Board of Directors (BoD)|15|All|100| |Key Managerial Personnel (KMP)|23|All|100| |Employees other than BoD and KMP|25,768|All|98| # Business Responsibility & Sustainability Report All nine principles laid down in BRSR are covered by TCS mandatory trainings and Tata Code of Conduct (TCoC), which are adhered to by all employees. Awareness programs covering the applicable principles were held and attended by the Board of Directors. The count is based on the total number of relevant offering of Virtual / Instructor Led Training programs in the learning management system, conducted in FY 2023-24, covering any of the nine principles tailor-made based on Roles. # 2. Details of fines / penalties / punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as disclosed on the entity's website): NIL # 3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed. NA # 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy. Yes. The TCoC contains guidelines on anti-bribery and anti-corruption. TCS is committed to upholding the highest moral and ethical standards, and does not tolerate bribery or corruption in any form. The policy is available on the Company's website at: https://on.tcs.com/Tata-Code-Of-Conduct Additionally, there is an Anti-Bribery and Anti-Corruption Policy, governing TCS' global operations available to employees on the company's local intranet. # 5."
+"Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery / corruption: | |FY 2023-24|FY 2022-23| |---|---|---| |Directors|NIL|NIL| |KMP|NIL|NIL| |Employees*|NIL|NIL| *Restated to exclude cases which are not directly connected to the conduct of Company's business or if connected, are not charged or convicted yet. # 6. Details of complaints with regard to conflict of interest: | |FY 2023-24|Remarks|FY 2022-23|Remarks| |---|---|---|---|---| |Number of complaints received in relation to issues of Conflict of Interest of the Directors|NIL|NA|NIL|NA| |Number of complaints received in relation to issues of Conflict of Interest of the KMPs| | | | | # 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies / judicial institutions, on cases of corruption and conflicts of interest. NA # 8. Number of days of accounts payables [(Accounts payable *365) / Cost of goods/services procured] in the following format: | |FY 2023-24|FY 2022-23| |---|---|---| |Number of days of accounts payable|32|35| * Trade payable excluding accrued expenses 39 GRI 2-27 40 GRI 2-23, GRI 205-2 41 GRI 205-3 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 9. Open-ness of business Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances & investments, with related parties, in the following format: |Parameter|Metrics| |FY 2023-24 (%)|FY 2022-23 (%)| |---|---|---|---|---| |Concentration of Purchases|a. Purchases from trading houses as % of total purchases| |NIL|NIL| |b. Number of trading houses where purchases are made from| | |NIL|NIL| |c. Purchases from top 10 trading houses as % of total purchases from trading houses| | |NIL|NIL| |Concentration of Sales|a. Sales to dealers / distributors as % of total sales| |NIL|NIL| |b. Number of dealers / distributors to whom sales are made| | |NIL|NIL| |c. Sales to top 10 dealers/distributors as % of total sales to dealers / distributors| | |NIL|NIL| |Share of RPTs in|a. Purchases (Purchases with related parties / Total Purchases)| |5.1|2.8| |b. Sales (Sales to related parties / Total Sales)| | |2.3|1.9| |c. Loans & advances (Loans & advances given to related parties / Total loans & advances)| | |45.3|5.6| |d. Investments (Investments in related parties / Total Investments made)| | |NIL|NIL| # Leadership Indicators # 1. Awareness programs conducted for value chain partners on any of the Principles during the financial year: Total number of Awareness programs held 3,409 Topics / Principles covered under the training Principle 3: Awareness on safe work at height, use of personal protective equipment, First-aid & medical emergency, incident reporting, housekeeping awareness, slip, trip, falls, health awareness, electrical safety, ergonomics and manual material handling, chemical safety, food safety, noise and indoor air quality monitoring, HSE legal requirement, lock-out and tag-out, permit to work, road safety etc. % age of value chain programs partners covered (by value of business done with such partners) under the awareness programs 100 % value chain partners were covered by training on various Occupational Health and Safety (OH&S) topics (including induction). Principle 6: Environmental Awareness - Overview- noise pollution, energy conservation, waste disposal and air pollution. # 2. Does the entity have processes in place to avoid / manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same. Yes. Kindly refer to the section titled ""Material aspects of Corporate Governance and TCS' approach to them"" in the Corporate Governance Report within the Integrated Annual Report. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # PRINCIPLE 2 : Businesses should provide goods and services in a manner that is sustainable and safe # Essential Indicators 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively. | |FY 2023-24|FY 2022-23|Details of improvements in environmental and social impacts| |---|---|---|---| |Total R&D|2,751 (` crore)|2,500 (` crore)|TCS' investments in research and innovation have resulted in solutions like Envirozone™, Clever Energy and IP2™. TCS has been using Clever Energy for the last several years to monitor and help reduce its energy consumption and is now commercially selling it and the other two solutions to clients to help them achieve their sustainability goals.| |Total Capex|2,650 (` crore)|3,063 (` crore)|Capital investments in infrastructure, including energy efficiency and other environmental initiatives.| 2. Does the entity have procedures in place for sustainable sourcing? (Yes/No) 3. Yes."
+"TCS' Sustainable Supply Chain policy and Green Procurement policy outlines its commitment to making its supply chain more responsible and sustainable. The policies are available on TCS website: |TCS Policy|Web link| |---|---| |Sustainable Supply Chain policy|https://on.tcs.com/SSCP| |Green Procurement policy|https://on.tcs.com/GPP| If yes, what percentage of inputs were sourced sustainably? Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. This is not relevant to TCS global operations as the Company is primarily an IT services organization providing software services and do not manufacture any physical products. As the Company provides software services through its office-based operations, it procures off-the-shelf items or products, which after their end of life are disposed off as per sustainable waste management practices. This is in line with the concept of circularity through waste minimization, segregation, reuse, recycling, and ecofriendly disposal according to regulatory requirements and industry best practices. Whether Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. No. This is not applicable to TCS as the Company provides software services and do not have any physical products as part of its offerings to customers. 42 GRI 308-1 43 GRI 306-2 # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format? No. This is not applicable to TCS. TCS does not have any physical products as a part of its offerings to customers. TCS is primarily an IT services organization and products, if any, are typically software products. Hence the applicability of life-cycle approach to TCS' core operations is rather limited. Application of a life cycle approach is hence restricted to the services and products procured by TCS for its own operations. Most of the product categories procured are off-the-shelf items. Hence, the life cycle philosophy as extended to these include green procurement considerations as a part of the technical specifications for purchase and end-of-life management to maximize recycling. 2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same. TCS is a provider of IT consulting services and business solutions. No social or environmental concerns are associated with the use of its offerings. Details of the environmental footprint of TCS' operations and mitigation steps are provided as part of disclosures under Principle 6. 3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry). |Indicate Input material|Recycled or re-used input material to total material| | |---|---|---| |Materials* used in brownfield projects|FY 2023-24 (%)|FY 2022-23 (%)| | |20-25|20-25| |Materials** used in greenfield projects|FY 2023-24 (%)|FY 2022-23 (%)| | |30-35|30-35| *Brownfield projects- Gypsum, Ceiling Tiles, Glass, Kota Flooring, Vitrified Tiles, Carpet, MS Railing, Workstations, Marine Plywood, Common Plywood, Chairs, Laminate, MDF, Doors **Greenfield Projects- Cement, Steel, RCC, Structural Steel, Paver blocks, AAC Block, Solid Blocks, Gypsum, Ceiling Tiles, Glass, Kota Flooring, Vitrified Tiles, Carpet, MS Railing, Workstations, Marine Plywood, Common Plywood, Chairs, Laminate, MDF, Doors 4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format: NA, as TCS does not have physical products as a part of its offerings. 5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category. NA, as TCS does not have physical products as a part of its offerings. 44 GRI 306-2 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains # Essential Indicators # 1. a."
+"Details of measures for the well-being of employees45: |Category|Total (A)|Health Insurance (B)|Accident Insurance (C)|Maternity benefits (D)|Paternity benefits (E)|Day care facilities (F)| |---|---|---|---|---|---|---| |Permanent Employees| |3,76,337|3,69,413|12,923|89,173|0| |Male|3,87,448|97.1%|95.3%|3.3%|23.0%|NA| |Female|2,14,098|2,06,600|2,04,662|2,10,382|6,257|0| |Total|6,01,546|5,82,937|5,74,075|2,23,305|95,430|0| File: AR_TCS_2023_2024.md |Other than Permanent Employees|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.| |Male|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.| |Female|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.| |Total|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.| | |In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.| | |TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.|TCS does not offer day care facilities on its premises."
+"TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.| # b. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the following format - |Cost incurred on well-being measures as a % of total revenue of the Company|FY 2023-24|FY 2022-23| |---|---|---| | |1.7%|1.7%| * Employee salary/wages during Parental benefits are included. * All expenditures related to staff welfare including Employee Insurance, Benefits, Rewards, Reimbursement and other staff related expenditures excluding salary/wages. # 2. Details of retirement benefits, for Current Financial Year and Previous Financial Year46. |Benefits|FY 2023-24|FY 2022-23*| |---|---|---| |India retirement benefits|No. of employees covered as a % of total employees|No. of employees covered as a % of total employees| |Provident Fund (PF)|100|100| |Gratuity|100|100| |Employee State Insurance (ESI)|6|5| |Superannuation (SA)|6|6| |National Pension Scheme (NPS)|2|2| |Overseas retirement benefits|99|-| * For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. * FY 2023-24 numbers on PF, Gratuity, ESI, SA and NPS are specific to India Geography as these benefits are specific to India. * Each geography has its own retiral benefits / social security measures extended to the employees in compliance with the local governing laws in which TCS operates. # Business Responsibility & Sustainability Report # 3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016 (RPWD 2016 Act)? If not, whether any steps are being taken by the entity in this regard. Yes. All TCS-owned premises have accessibility provided as per the RPWD 2016 Act. # 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy. Yes. The Tata Code of Conduct can be accessed at: https://www.tcs.com/tata-code-of-conduct. Additionally, there is a Disability Inclusion Policy, governing TCS' India operations mapped to the RPWD 2016 Act, available to employees on the Company's local intranet. # 5. Return to work and Retention rates of permanent employees that took parental leave |Gender|Permanent employees|Return to work rate (%)|Retention rate (%)| |---|---|---|---| |Male| |100.0|92.9| |Female| |99.9|93.0| |Total| |99.9|92.9| * Return to work: Rate of employees who joined back from their parental leave in FY 2023-24. * Retention Rate: Of the employees ""Returned to Work"", % of employees those who are employed with TCS at the end of FY 2023-24. * Parental leave includes maternity, paternity and adoption leave. # 6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details of the mechanism in brief. | |Yes/No|(If Yes, then give details of the mechanism in brief)| |---|---|---| |Permanent Employees|Yes|Employees can use the ""Employee Concerns"" application to log their grievances in TCS internal portal, which is addressed by the respective stakeholders within the stipulated timelines.| |Other than Permanent Employees|Yes|Non-permanent employees can raise the grievances through e-mail to the concerned stakeholders.| # 7. Membership of employees and worker in association(s) or Unions recognised by the listed entity |Category| |FY 2023-24#|Total employees in respective category (A)|No. of employees in association(s) or Union (B)|% (B / A)|FY 2022-23*|Total employees in respective category (C)|No. of employees in association(s) or Union (D)|% (D/ C)| |---|---|---|---|---|---|---|---|---|---| |Total Permanent Employees|6,01,546|6,997|1.2|5,23,842|55|0.01| | | | |Male|3,87,448|4,698|1.2|3,34,825|55|0.02| | | | |Female|2,14,098|2,299|1.1|1,89,017|0|0.00| | | | * For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. # Numbers mentioned above are based on voluntary disclosures by employees. 47 GRI 401-3 48 GRI 2-16, GRI 2-25, GRI 2-26 49 GRI 2-30 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 8."
+"Details of training given to employees50: |Category| |FY 2023-24| | |FY 2022-23*| | | | | |---|---|---|---|---|---|---|---|---|---| | |Total (A)|On Health and Safety Measures|On Skill Upgradation| |Total (D)|On Health and Safety Measures|On Skill Upgradation| | | |Employees|3,87,448|3,74,988|96.8|3,25,397|84.0| | | | | |Male| | | | |3,93,771|3,88,587|98.7|3,49,717|88.8| |Female|2,14,098|2,06,519|96.5|1,76,807|82.6| | | | | |Total|6,01,546|5,81,507|96.7|5,02,204|83.5| | | | | *For FY 2022-23 information mentioned are for TCS' global operations, excluding non-wholly owned subsidiaries. # 9. Details of performance and career development reviews of employees51: |Category|FY 2023-24| | |FY 2022-23*| | | |---|---|---|---|---|---|---| | |Total (A)#|No. (B)|% (B/A)|Total (C)|No. (D)|% (D/C)| |Employees|3,42,187|3,26,639|95.5|2,53,389|2,48,055|97.9| |Male|1,86,739|1,72,919|92.6|1,43,140|1,36,061|95.1| |Female|5,28,926|4,99,558|94.4|3,96,529|3,84,116|96.9| *For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. # Column A represents employees eligible for annual performance review and excludes new joiners with less than a year in the company. # 10. Health and safety management system: a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage of such system52? Yes. TCS is certified to ISO 45001:2018 Occupational Health and Safety (OHS) Management System standard across 129 of its facilities worldwide in FY 2023-24. These certified locations constitute 84.9% of office footprint and 89.6% of people footprint operating from these locations. TCS has a well-defined OHS policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported (refer table below for targets and performance). The board-level Stakeholders' Relationship Committee reviews the Company's health and safety performance on a half yearly basis. Over 89.6% of the workforce is represented in joint management-employee health and safety committees that monitor, advise and drive occupational, health and safety initiatives. 50 GRI 403-5, GRI 404-1, GRI 404-2 51 GRI 404-3 52 GRI 403-1 *TCS has offices that are spread across various geographies. Delivery centers with >200 seats from India and >50 seats from overseas were considered as a criteria for certification. # Business Responsibility & Sustainability Report # OHS targets and performance: |Objectives|Goals|Indicator|Target|Performance in FY24 (Target achieved Yes / No)| |---|---|---|---|---| |Incident reporting and implementation of remedial measures|Reporting of workplace safety observations and near miss cases|Number of cases|Increase in number of reporting|Yes. 53.9% increase in reporting of near-misses and safety observations compared to previous year, due to increased awareness amongst employees| |Building a safety culture and inculcating safe work practices among associate & facility management contractors|Providing training for associate and contractors|Hours of training for associates|1 hour per associate per year|Yes. 1 hour per associate per year (mandatory OHS web-based training)| | | |Hours of training for contract staff|2 hours per contract staff per year|Yes. 4.9 hours of training per contract staff achieved in the year| | |Creating general OHS awareness|Number of awareness communication|1 awareness communication per quarter|Yes. Communication on OHS campaigns done once a quarter| | | |Number of awareness campaign|1 awareness campaign per quarter|Yes. One campaign per quarter| |Providing safe workplaces|H&S inspections for all the sites|Number of inspections|Annual inspection per site|Yes. 1 inspection at each site.| # b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? As a part of its ISO 45001:2018 compliant Occupational Health and Safety Management System, TCS has a documented procedure to carry out assessment of work-related hazards and risks for all routine and non-routine activities carried out at any location. Hazard and risk identification is carried out by the process owners in consultation with the safety experts. The process owners are responsible to ensure adequate controls are identified and implemented to control the identified OHS risks. Mitigation plan and controls are provided to eliminate the identified hazards and risks. # c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N) Yes. TCS has a safety incident reporting and management process to ensure that all work-related incidents (which include accidents, near-misses, unsafe conditions and unsafe acts) are reported and closed after taking necessary corrective actions. This is enabled through an online safety incident reporting tool which is accessible to all TCS employees to facilitate transparent reporting. The platform also supports incident investigation and corrective action with the perspective of eliminating hazards and preventing incidents. The awareness to employees on incident reporting is created during induction, mandatory OHS web-based training (WBT) and communication through mailers during monthly theme on incident reporting."
+"The action owners are also sensitized on the importance of taking corrective action within given timelines with the perspective of eliminating hazards and ensuring mitigation plan is implemented. TCSers can also report their health and safety related issues or concerns through an internal Admin Helpdesk and these issues are resolved by the concerned action owner within prescribed timelines. They can also e-mail their concerns to the Corporate HSE e-mail ID and communicate with local health and safety teams. # d. Do the employees of the entity have access to non-occupational medical and healthcare services? (Yes/ No) Yes. TCS recognizes that overall physical and mental wellbeing of its employees is integral to its success and growth aspirations. TCS has taken a holistic approach to well-being to cover mental health, ergonomic health, physical health, delivered through digital channels, hospital insurance services, occupational health services and through seamless integration of all stakeholders. TCS has occupational health centers (OHC) at TCS facilities in India. The employees and contractors at these facilities have access to non-occupational medical and healthcare services as well. During the year, TCS facilitated several virtual specialist consultations with gynecologists, and gastroenterologists with whom employees can book pre-scheduled appointments and avail the services. These consulting services have helped employees to a large extent during their return to the offices. 53 GRI 403-2 54 GRI 403-6 # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report Beyond the OHCs, TCS provides comprehensive medical and healthcare services to employees through the Company-funded medical insurance to employees and their dependents. In overseas geographies, non-occupational medical and healthcare services are provided as per the country regulations. To enable physical fitness, TCS has recreational facilities and gymnasiums at many of its facilities; it organized yoga programs such as online sessions, sun salutation challenge and personalized yoga training; continued to run the Fit4Life program with daily workout sessions, walking and running challenges. # Mental well being TCS, through its TCS Cares initiative, instituted programs for employees and their families to help cope with mental stress and anxiety. Online counselling sessions and self-help resources help employees facing high distress levels through empathetic support by HR, managers, and peers. Emotional well-being (EWB) leaves are available to employees who need them. TCS Cares mental health wellness web-based training (WBT) was completed by many employees during the year. Multiple manager and HR sensitization trainings and masterclasses by experts were included as part of the psychologically safe workplaces initiative. Senior leadership engagement continued through the Cares Leadership Program, One to One Care coaching and the Weekly Care nudges. The Cares Peer Support program for training associates to be emotional health first aiders was also launched. The Global Mental Health month was observed in October where multiple offerings on the theme of ""Compassion & Empathy"" were carried out through TCS Calendar events. # 11. Details of safety related incidents Typical to any service sector company operating out of office-based premises, most common injuries occur due to slips, trips and falls or being struck by stationary objects, road accidents in company provided transport. TCS ensures capturing all types of incidents including accidents, near-misses and safety observations and ensuring 100% closure of the reported incidents with appropriate corrective and preventive actions. The safety incident statistics is given below - |Safety Incident/Number|Category|FY 2023-24|FY 2022-23*| |---|---|---|---| |Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked)|Employees|0.009|0.016| |Total recordable work-related injuries|Employees|23|46| |No. of fatalities|Employees|1#|0| |High consequence work-related injury or ill-health (excluding fatalities)|Employees|0|0| #Fatality related to a road accident in company provided transport. *Data excludes accounting for <2% headcount, where TCS does not have operational control. # 12. Describe the measures taken by the entity to ensure a safe and healthy workplace TCS recognizes that occupational, health and safety (OHS) and overall physical and mental wellbeing of its employees is integral to its success and growth aspirations as spelled out in its OHS Policy. TCS is committed to provide safe workplaces focusing on preventing injuries, illnesses, and continuously strives to eliminate hazards and reduce OHS risks. There are no major H&S risks associated with TCS' operations as software solutions and IT services provider which operates from offices. Key workplace safety risks include fire safety in buildings, office safety risks such as slips / trips / falls and electrical safety (e.g. electric shock) from use of office equipment and road safety risks during commutes in company-provided vehicles. Key occupational health related risks are associated with workplace ergonomics, indoor air quality and workplace illumination."
+"Hazard identification and risk assessment processes are conducted to identify each such risks and ensure that proper mitigation measures are put in place to create a healthy and safe work environment. Some of the mitigation measures to prevent or mitigate significant occupational H&S impacts include: - Provision and maintenance of fire detection, alarm and suppression systems. - Regular site review, inspections and audits to assess safety preparedness. - Regular mock drills for fire, earthquake, bomb threat as well as medical emergencies. - Provision of ergonomically designed chairs and workstations to prevent musculoskeletal disorders (MSD's). - Digital monitoring of indoor air quality and periodic cleaning of the HVAC ducts to avoid sick building syndrome. - Regular training on occupational health & safety to sensitize employees on OHS aspects to inculcate a culture of safety. - Employee engagement campaigns on H&S topics such as fire safety, road safety, emergency evacuation, and ergonomics, among others. 55 GRI 403-9, GRI 403-10 56 GRI 403-6, GRI 403-2, GRI 3-3, GRI 403-9, GRI 403-10 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 13. Number of Complaints on the following made by employees: | |FY 2023-24|FY 2023-24|FY 2023-24|FY 2022-23*|FY 2022-23*|FY 2022-23*| |---|---|---| | |Filed during the year|Pending|Remarks|Filed during the year|Pending|Remarks| |Working Conditions|652|0|NIL|581|0|NIL| |Health & Safety| | | | | | | *Data excludes accounting for <2% headcount, where TCS does not have operational control. Human rights related complaints disclosed under Principle 5. # 14. Assessments for the year: % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Health and safety practices: 129 locations at TCS are certified to ISO 45001:2018, OHS Management Systems Standards. 100% of TCS offices have been audited during FY 2023-24 by qualified internal auditors at TCS. In FY 2023-24, 30% of ISO 45001 certified TCS locations underwent external/ third party audits. In FY 2023-24, 38 offices have undergone ISO 45001:2018 audits by TUV India Pvt Ltd for occupational health and safety. Working Conditions: 60 statutory audits were conducted on H&S practices (lift, fire, electrical, food safety, STP inspection, SPCB visit, municipal corporation inspection). # 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions: The road transport, slip, trip and fall, cut injury related incidents have been investigated and closed with necessary corrective actions. The corrective actions included training on defensive driving, behaviour based safety practices etc. # Leadership Indicators 1. Does the entity extend any life insurance or any compensatory package in the event of death of Employees (Y/N) - Yes. 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners. TCS monitors and track the compliance of value chain partners locally and centrally. The Company ensures that statutory dues are remitted to respective PF / ESI / Labour Welfare Fund (LWF) etc. authority by the contractors and proof of the same is produced on a periodic basis. 3. Provide the number of employees having suffered high consequence work-related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment: NIL 4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/ No) - No. TCS provides counselling sessions for retiring employees briefing the benefits available, post-retirement. 57 GRI 2-16, GRI 2-25, GRI 2-26 58 GRI 3-3 59 GRI 403-10 60 GRI 403-9 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 5. Details on assessment of value chain partners % of value chain partners (by value of business done with such partners) that were assessed |Health and safety practices|TCS' supply chain sustainability requirements are integrated with online procurement platform with the 'Sourcing module' and 'Risk module'. TCS' HSE policies, procedures, guidelines, and Supplier Code of Conduct (SCoC) are included in sourcing module in RFP template for digital acceptance by all suppliers / vendors who are considered for evaluation.| |---|---| |Working Conditions|Some critical suppliers such as regulated waste disposal services (e-waste, hazardous waste, battery wastes), bottled water suppliers, food suppliers for cafeteria and similar suppliers undergo legal compliance due diligence and site inspection before initiating the negotiation process."
+"The procurement team ensures that SCoC acceptance is done by vendors and all compliances are in place for which a tracking system is maintained. TCS also conducts periodic audits/review of processes/documents of on-boarded vendors who have contractual agreement.| # 6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners. TCS conducts regular H&S audits for high-risk vendors such as caterers, transport vendors, and bottled water vendors. Any findings during these audits are tracked to closure. For example, if any vehicle provided by a transport vendor is found non-compliant to the TCS safety standards and guidelines, it is immediately removed from the roster. # PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders # Essential Indicators # 1. Describe the processes for identifying key stakeholder groups of the entity TCS engages with a broad spectrum of stakeholders, to deepen its insights into their needs and expectations, and to develop sustainable strategies for the short, medium and long term. Stakeholder engagement also helps to manage risks and opportunities in business operations. The key stakeholders identified in consultation with the company's management are: customers, employees, shareholders, academic institutions, staffing firms, other suppliers, technology partners and collaborators, industry bodies, governments, NGOs, local communities, regulators and society at large. Some other stakeholders that TCS closely engages with - such as industry analysts, equity analysts, and the news media are proxies for other named stakeholders i.e. customers, shareholders, and society at large, respectively. Stakeholder interactions might be structured (e.g. surveys, account statements) or unstructured (town halls, 1x1 or group meetings). Based on mutual convenience and need, the engagement may be scheduled as needed, or pre-scheduled on a periodic basis, or ongoing (e.g. website, social media). 61 GRI 414-2 62 GRI 2-29 # Business Responsibility & Sustainability Report # 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group File: AR_TCS_2023_2024.md |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)|Purpose and scope of engagement including key topics and concerns raised during such engagement| |---|---|---|---|---| |Customers|No|As needed: Project-related calls and meetings; project management reviews; relationship meetings and reviews; executive meetings and briefings; customer visits; responses to RFIs/RFPs; sponsored events; mailers; newsletters; brochures|Continuous: TCS website; social media (LinkedIn, Twitter, Facebook, Instagram, YouTube) Half-yearly: Customer satisfaction surveys Annual: Customer summits; Innovation days; Executive customer surveys; Sponsored Community events|* Understanding client, industry and business challenges * Identifying opportunities to improve TCS' service and products for cross-selling * Deciding on investments and capabilities required to fulfil demand * Understanding client's data privacy and security requirements| |Investors and Shareholders|No|As needed: Press releases and press conferences; email advisories; in-person meetings; investor conferences; non-deal roadshows; conference calls|Quarterly: Financial statements in IndAS and IFRS; earnings call; exchange notifications; press conferences Continuous: Investors page on the TCS website Annual: Annual General Meeting; Annual Report|* Educating the investor community about TCS integrated value creation model and business strategy for the long term * Helping investors voice their concerns regarding company policies, reporting, strategy, etc."
+"* Understanding shareholder expectations| |Employees|No|As needed: Town halls; roadshows; project or operations reviews; video conferences; audio conference calls; one-on-one counselling|Monthly: @TCS (in-house magazine) Continuous: TCS website; Communication via TCS intranet, dipstick surveys; grievance redressal system, OneTCS Newsroom Annual: PULSE (employee feedback survey); long-service awards; sales meets; Blitz (business planning meet)|* Career management and growth prospects * Learning opportunities * Compensation structure * Building a safety culture and inculcating safe work practices among employees * Improving Diversity, Equity and Inclusion| |Partners and Collaborators|No|As needed: Meetings/calls; COINTM meetings; visits; partner events|Monthly: Conference calls Quarterly: Business reviews Annual: Partner events|* Stronger partnerships * Demand sustainability * Credit worthiness * Ethical behavior * Fair business practices * Governance| 62 GRI 2-29 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 145 |Stakeholder Group|Whether identified as Vulnerable & Marginalized Group (Yes/No)| |---|---| |Academic Institutions|No| |Recruiters; staffing firms; other suppliers|No| |Industry bodies, Regulators|No| |Media, industry analysts, society at large|No| |NGOs, local communities, women, youth and other marginalized groups|Yes| # Channels of Communication |Frequency of Engagement|Purpose and scope of engagement including key topics and concerns raised during such engagement| |---|---| |As needed: Academic Interface Program; Co-Innovation Network (COIN™) meetings|* Continuous: TCS website; academic portal * Knowledge-exchange collaboration * Advancing the academic's research program / curriculum enhancement * Job creation * Internship opportunities * Faculty development| |One-time: RFIs/RFPs; empanelment process|* As needed: Transactional meetings; periodic reviews; surveys * Continuous: Tata Code of Conduct, Supplier evaluations * Diversity hiring initiatives and what are the biggest challenges * Adaptation of procurement processes to environmental, economic and ethical requirements * Ensure 100% compliance to all local laws * Cross-industry sustainability initiatives and knowledge transfer to promote sustainability| |As needed (need basis / usually 1-2 meetings in 3 months' basis): Conferences and seminars, working committee meetings, surveys, other meetings| | |As needed: Governance RFIs/RFPs; presentations; project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys; press releases; press conferences; media interviews and quotes; sponsored events, Analyst days.|* Continuous: Annual General Meeting, Quarterly reports and Annual report, Earnings conference call, Media interaction, Press releases, TCS website. * Understand areas for sustainable development * Communicate TCS' performance and strategy * Manage TCS' brand and reputation * Share and contribute to thought leadership and insight into public and business concerns * Discuss TCS' response to responsible business issues * Work in partnership to develop solutions to global challenges| |As needed: Project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys|* Continuous: Quarterly Reports and Annual Report, TCS website * Understand community needs * Plan and implement CSR projects * Share and contribute to thought leadership * Work in partnership to serve underserved communities| # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board. TCS is an IT services, consulting and business solutions organization with a presence across multiple geographies, industries, services and products. TCS consults stakeholders on material topics and also conducts periodic materiality assessments to update the list on an ongoing basis. Stakeholder interactions result in the identification of a broad funnel of issues important to each of the constituencies. The Company uses discussions with internal and external stakeholders, as well as its own judgment, to prioritize and arrive at a list of material topics with significant economic, environmental, or social impacts on TCS' business, reputation, and operations. The TCS management shares feedback with the Board on these issues. 2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity. Yes, TCS' ESG strategy on material topics uses inputs gathered during stakeholder consultations. Material topics are shortlisted and prioritized based on their impact on our stakeholders and our business and are included in the section titled 'Sustainability Disclosures', which is a part of this Integrated Annual Report. 3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups. NA # PRINCIPLE 5: Businesses should respect and promote human rights # Essential Indicators 1."
+"Employees who have been provided training on human rights issues and policy(ies) of the entity, in the following format: |Category| |FY 2023-24| | |FY 2022-23*| | |---|---|---|---|---|---|---| | |Total (A)|No. of employees / workers covered (B)|% (B / A)|Total (C)|No. of employees / workers covered (D)|% (D / C)| |Permanent|6,01,546|5,88,699|97.9|5,23,842|5,19,799|99.2| |Other than permanent|30,312|24,543|81.0|2,412|2,396|99.3| |Total Employees|6,31,858|6,13,242|97.1|5,26,254|5,22,195|99.2| *For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. 2. Details of minimum wages paid to employees, in the following format: |Category| |FY 2023-24| | | |FY 2022-23*| | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Total (A)|Equal to Minimum Wage No.(B)|% (B /A)|More than Minimum Wage No.(C)|% (C /A)|Total (D)|Equal to Minimum Wage No.(E)|% (E/D)|More than Minimum Wage No.(F)|% (F/D)| | |Permanent|Male|3,87,448|415|0.1|3,87,033|99.9|3,34,827|554|0.2|3,34,273|99.8| | |Female|2,14,098|518|0.2|2,13,580|99.8|1,89,015|533|0.3|1,88,482|99.7| |Other than Permanent|Male|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of the value chain partners, as required by law of land.| | | | | | | | | | *For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. 63 GRI 2-24 64 GRI 405-2 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 3. a) Details of remuneration/salary/wages, in the following format: |Category|Male|Female| |---|---|---| |Board of Directors (BoD)|Number: 9 Median remuneration/salary/wages (` Lakh per annum): 263.6|Number: 2 Median remuneration/salary/wages (` Lakh per annum): 133.3| |Key Managerial Personnel (KMP)|Number: 5 Median remuneration/salary/wages (` Lakh per annum): 721.3|Number: - Median remuneration/salary/wages (` Lakh per annum): NA| |Employees other than BoD and KMP|Number: 3,87,444 Median remuneration/salary/wages (` Lakh per annum): 14.8|Number: 2,14,098 Median remuneration/salary/wages (` Lakh per annum): 10.4| At TCS, remuneration is same for men and women working full-time, in the same grade, in the same role, and at the same location, and with the same level of experience. Where relevant, the company publishes the raw mean and median pay differences between genders (not normalized for part-timers or grade and role differences) on its own website as well as on public sites. Gaps in median salary between genders is due to different proportion of men & women across experience levels and grades. TCS' focused diversity and inclusion programs are expected to narrow this gap over time. KMP includes CEO & MD, COO & ED, CFO, CS, erstwhile CEO & MD. # b) Gross wages paid to females as % of total wages paid by the entity, in the following format: |Gross wages paid to female as % of total wages|FY 2023-24 (%)|FY 2022-23 (%)| |---|---|---| | |26.1|26.1| # 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No) - Yes # 5. Describe the internal mechanisms in place to redress grievances related to human rights issues. Reporting avenues have been provided to employees, customers, suppliers, and other stakeholders to raise concerns or make disclosures when they become aware of any actual or potential violation of the Company Code, policies or law including human rights violations. Non-permanent employees can raise the grievances via email to the concerned stakeholders. Additionally, anybody can make protected disclosures under the company's Whistle Blower policy. Representations made in the reporting avenues are reviewed and appropriate action is taken on substantiated violations. 65 GRI 2-19, GRI 2-21 66 GRI 202-1, GRI 405-2 67 GRI 2-13 68 GRI 2-16, GRI 2-25, GRI 2-26 # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 6. Number of Complaints on the following made by employees69: | |FY 2023-24|FY 2023-24|FY 2022-23*|FY 2022-23*| |---|---|---| |Type of Complaint|Filed during the year|Pending resolution at the end of year|Filed during the year|Pending resolution at the end of year| |Sexual Harassment|110|17|49|8| |Discrimination at workplace|4|0|3|0| |Child Labour|0|0|0|0| |Forced Labour/ Involuntary Labour|0|0|0|0| |Wages|0|0|0|0| |Other human rights related issues|0|0|0|0| *For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. * Higher reported cases due to increased awareness. # 7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format: | |FY 2023-24|FY 2022-23*| |---|---|---| |Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)|110|49| |Complaints on POSH as a % of female employees / workers|0.05%|0.03%| |Complaints on POSH upheld|66|34| * The number reported for FY 2023-24 include complaints reported globally by employees and for FY 2022-23, information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. * Higher reported cases due to increased awareness."
+"# 8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases70. Concerns on discrimination and harassment are dealt with confidentially. TCS does not tolerate any form of retaliation against anyone reporting good faith concerns. Anyone involved in targeting such a person raising such complaints will be subject to disciplinary action. # 9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)71 Yes # 10. Assessments for the year: | |% of your plants and offices that were assessed (by entity or statutory authorities or third parties)| |---|---| |Child labour| | |Forced/involuntary labour| | |Sexual harassment|TCS internally monitors compliance with all relevant laws and policies pertaining to these issues at 100% of its offices. There have been no observations by local statutory / third parties in India in FY 2023-24.| |Discrimination at workplace| | |Wages| | |Others - please specify| | # 11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 10 above. NA 69 GRI 406-1 70 GRI 2-16, GRI 2-25, GRI 2-26 71 GRI 2-23, GRI 2-24 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints. Human rights are protected and upheld in TCS' core value of 'Respect for the individual' and enshrined in the TCoC that guides how TCS conducts itself in every community that it operates in. TCS has relevant in-house policies and procedures to reinforce human rights, resulting in a good track record regarding human rights grievances or complaints. TCS continually gathers feedback and keeps track of developments in the regulatory area to further strengthen existing processes. 2. Details of the scope and coverage of any human rights due-diligence conducted. TCS adopts a zero-tolerance approach to issues related to human rights. It follows all government regulations and regulatory policies in the countries where it operates and comply to all applicable global and local laws including collective bargaining agreements through its policies and standards. TCS executes the TCoC which takes care of Human Rights aspects. In vendor management, TCS ensures due diligence for human rights under the ESG framework. 3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016? Yes. All TCS-owned premises are accessible to differently abled visitors, as per the the RPWD 2016 Act. 4. Details on assessment of value chain partners: |Sexual Harassment|Discrimination at workplace|Child Labour|Forced Labour / Involuntary Labour|Wages|% of value chain partners (by value of business done with such partners) that were assessed| |---|---|---|---|---|---| |All value chain partners are expected to adhere to the applicable laws, TCOC and Supplier Code of Conduct which does not tolerate any form of harassment, whether sexual, physical, verbal, or psychological. However, TCS does not conduct any formal assessment for the same.| | | | |100% of value chain partners were assessed.| 5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above. There were no significant risks / concerns arising from the assessments. # PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment # Essential Indicators 1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format: Electricity from the grid is the most significant form of energy for TCS. Over the years, TCS has increased the share of Renewable Electricity (RE) through ""green-tariff"" schemes offered by the state electricity providers, onsite rooftop solar generation and procurement from third party producers in India. In certain countries, Energy Attribute Certificates (EAC) have been procured to meet out carbon neutrality objectives in those geographies. The RE consumption as a percentage of total energy consumption has increased from 55.2% in FY 2022-23 to 74% in FY 2023-24. Electricity consumption across TCS operations increased by 14.6% y-o-y on account of increased scale of operations in FY 2023-24 compared to previous year, due to more associates returning to office. An inclusion of 14 locations globally in the reporting boundary during the current year attributed to a 2.8% increase leading to an overall increase in electricity consumption."
+"Other sources of energy include natural gas (mainly used for space heating/cooling, district heating and cooling, mostly in overseas geographies), fuel used in company owned vehicles, cooking gas used in cafeteria and diesel used in diesel generators (mainly used as a back-up source during power shortages). Footnote: GRI 302-1, GRI 302-3 # Business Responsibility & Sustainability Report # Details of total energy consumption [(in Mega Joules (MJ)] and energy intensity are provided below: |Parameter|FY 2023-24|FY 2022-23#| |---|---|---| |From renewable sources| | | |Total electricity consumption (A)|1,26,61,08,110|83,03,88,643| |Total fuel consumption (B)|NIL|NIL| |Energy consumption through other sources (C)|1,80,187|1,54,994| |Total energy consumed from renewable sources (A+B+C)|1,26,62,88,297|83,05,43,637| |From non-renewable sources| | | |Total electricity consumption (D)|37,58,00,721|60,24,10,331| |Total fuel consumption (E)|6,70,93,957|7,20,62,111| |Energy consumption through other sources (F)|NIL|NIL| |Total energy consumed from non-renewable sources (D+E+F)|44,28,94,678|67,44,72,442| |Total energy consumed (A+B+C+D+E+F)|1,70,91,82,976|1,50,50,16,079| |Energy intensity per rupee of turnover|0.000710|0.000668| |Energy intensity per rupee turnover adjusted for Purchasing Power Parity (PPP)|0.016234|0.015273| |Energy intensity in terms of physical output [(MJ)/ Full Time Employee (FTE)]|2,715.2|2,454.4| #Data excludes accounting for <2% headcount, where TCS does not have operational control. *The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published for the year 2022 by World Bank for India which is 22.88. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. NA # 3. Provide details of the following disclosures related to water73, in the following format: The sources of freshwater at TCS include third party water (88.5%), groundwater (8.7%) and rainwater harvested (2.8%). TCS optimizes water consumption through conservation, sewage treatment and reuse, and utilization of harvested rainwater. All newer campuses have been designed for higher water efficiencies, treatment and recycling of sewage, and rainwater harvesting. The detailed break up is given below: |Parameter|FY 2023-24|FY 2022-23#| |---|---|---| |Water withdrawal by source [in kilolitres (KL)]| | | |(i) Surface water|NIL|NIL| |(ii) Groundwater|2,56,802|1,73,539| |(iii) Third party water|26,06,339|20,58,419| |(iv) Seawater / desalinated water|NIL|NIL| |(v) Others - Rainwater utilized|83,437|56,730| |Total volume of water withdrawal (i + ii + iii + iv + v)|29,46,578|22,88,688| |Total volume of water consumption (KL)|24,67,342|20,82,781| |Water intensity Per Rupee of turnover|0.000001|0.000001| |Water intensity Per Rupee of turnover adjusted for Purchasing Power Parity|0.000023|0.000021| |Water intensity in terms of physical output (Water Consumed in KL/FTE)|3.9|3.4| #Data excludes accounting for <2% headcount, where TCS does not have operational control. 73 GRI 303-3, GRI 303-5 # Business Responsibility & Sustainability Report Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 4. Provide the following details related to water discharged#: |Parameter|FY 2023-24|FY 2022-23| |---|---|---| |Water discharge by destination and level of treatment [in kilolitres (KL)]| | | |(i) To Surface Water| | | |- No treatment|-|-| |- With treatment - please specify level of treatment|-|-| |(ii) To Groundwater| | | |- No treatment|-|-| |- With treatment - Please specify level of treatment|-|-| |(iii) To Seawater| | | |- No treatment|-|-| |- With treatment - Please specify level of treatment|-|-| |(iv) Sent to third parties| | | |- No treatment|2,88,621|1,38,727| |- With treatment - Please specify level of treatment|1,90,615|67,180| |Note- Excess water discharged from TCS owned campuses and Water sent from TCS locations to builder's STP for further treatment.| | | |(v) Others| | | |- No treatment|-|-| |- With treatment - Please specify level of treatment|-|-| |Total water discharged (KL)|4,79,236|2,05,907| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation74. Yes, TCS has achieved zero liquid discharge across most of its owned campuses, except those where there are operational constraints. TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All newer campuses have been designed for treatment and recycling of sewage and rainwater harvesting. # 6."
+"Please provide details of air emissions (other than GHG emissions) by the entity: |Parameter|Please specify unit|FY 2023-24|FY 2022-23| |---|---|---|---| |NOx|NA|-|-| |SOx|NA|-|-| |Particulate matter (PM)|NA|-|-| |Persistent organic pollutants (POP)|NA|-|-| |Volatile organic compounds (VOC)|NA|-|-| |Hazardous air pollutants (HAP)|NA|-|-| |Others - please specify|NA|-|-| There are no continuous sources of air emissions in our operations. The DG sets are operated only during power outages and hence the air emissions of pollutants (other than GHGs) are not material. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. The DG stack emissions are sampled and analyzed by government approved laboratories and the reports are reviewed by the internal team to ensure compliance to the CTO conditions. These stack emission reports are submitted to government authorities (State Pollution Control Boards) as per consent conditions. These reports are also verified during internal and external audits to verify compliance. # GRI 303-1, GRI 303-2, GRI 303-4 74 GRI 303-1, GRI 303-2 # Business Responsibility & Sustainability Report # 7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: The Scope 1 emissions are from direct GHG sources like fuel used in company owned vehicles, diesel generators and cafeteria, fugitive emissions of refrigerants, and fuel used for space heating. Scope 1 accounts for about 23% of the Scope 1 + Scope 2 carbon footprint in FY 2023-24. The balance 77% are from indirect emissions, referred to as Scope 2 emissions, associated with purchased electricity. The breakup is provided as required in the table below. |Parameter|Unit|FY 2023-24|FY 2022-23| |---|---|---|---| |Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes of CO2 equivalent|21,949.0|20,972.0| |- CO2|tCO2e|6,600.0|4,780.0| |- CH4|tCO2e|5.4|2.7| |- N2O|tCO2e|34.5|39.8| |- HFC|tCO2e|15,309.0|16,150.0| |Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes of CO2 equivalent|73,722.0|1,17,265.0| |Total Scope 1 and Scope 2 emission intensity per rupee of turnover|tCO2e/rupee turnover|0.00000004|0.00000006| |Total Scope 1 and Scope 2 emission intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)|tCO2e/rupee turnover adjusted for PPP|0.00000091|0.00000140| |Total Scope 1 and Scope 2 emission intensity in terms of physical output|tCO2e/FTE|0.15|0.20| #Data excludes accounting for <2% headcount, where TCS does not have operational control. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details: Yes. TCS has taken up the target to reduce its absolute Scope 1 and Scope 2 carbon footprint by 70% by 2025 and become net zero by 2030. To achieve these targets, the green-house gas management approach has four key levers - green infrastructure, green IT, IT-enabled operational efficiencies, and renewable energy. # Commitment to Science Based Targets initiative (SBTi) In June 2022, TCS has responded to SBTi's urgent call for corporate climate action by committing to align with 1.5°C and net-zero through the Business Ambition for 1.5°C campaign. This is published on SBTi website and can be viewed at Companies taking action- https://sciencebasedtargets.org/companies-taking-action. TCS is working on the next steps to developing company targets for validation by SBTi. # Green Infrastructure and IT enabled operational efficiency: All new campuses owned by TCS are designed according to green building standards for energy and resource efficiency. They have roof-top solar photovoltaic installations to reduce the carbon footprint. The total Built Up Area occupied by TCS has increased YoY from 36.6 Mn to 38.23 million sq.ft. in FY 2023-24. With the increasing footprint, TCS is committed to expand consciously its green footprint, to align with its sustainability goals. In FY 2023-24, TCS got Platinum IGBC certification for 2 additional existing buildings namely Sholinganallur, Chennai and Deccan Park, Hyderabad. The % green certified area over built up area was 64.6% in FY 2022-23 and has increased to 67.3% this year. This accounts for 39 TCS offices and campuses with over 25.74 million sq.ft of area under certified green building by Indian Green Building Council. File: AR_TCS_2023_2024.md 75 GRI 305-1; GRI 305-2, GRI 305-4. Scope 1 emissions have been calculated using the emissions factors published by the DEFRA conversion factors 2023."
+"For Scope 2 emissions - for India, the source is the emission factor is the CO2 Baseline Database for the Indian Power Sector, User Guide, Version 19.0, December 2023, published by the Central Electricity Authority of India. This emission factor [(0.716 tCO2/ MWh) by CEA includes the captive power injection into the grid and is adjusted for RE transactions through open access (in power exchanges)]. As TCS, India procures electricity from the India grid, which is a mix of conventional and renewable energy, the emission factor of 0.716 tCO2/ MWh is considered more appropriate. For Australia, Canada, North America, and UK emission factors specific to the region published by local authorities are used. For other countries IEA v6 emission factors (01/2024) and GHG protocol v19 (04/2023) - eGRID 2021 have been used as appropriate to the source of electricity procured. 76 GRI 305-5 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 153 During the year, several initiatives were aligned to achieve the carbon targets which included those in building and IT infrastructure. Initiatives in building infrastructure included energy efficiencies in HVAC systems, Uninterrupted Power Supply (UPS), and chillers. - HVAC system upgradation by installation of latest technology VRF systems which works on inverter technology. - Use of High Efficiency VFD based chillers. - Replacement of R-22 based & fixed compressor-based HVAC equipment with inverter technology-based equipment. - Modular UPS which can modulate its capacity based on load and helps provide 90-95% efficiency, even at lower loads. - Life cycle based replacement of HVAC equipment like chillers, pumps and cooling towers has helped reduce our energy consumption. - Energy optimization in our operations through IoT based solutions, remote monitoring, analytics and automated feedback mechanism. - As our commitment to energy conservation and management, 2 additional campuses in India were certified to ISO 50001:2018 standards for Energy Management Systems (EnMS) in FY 2023-24, making it to a total of 22 campuses certified to ISO 50001:2018 across TCS India. # Green IT: Initiatives in green Information Technology (IT) focused on data center and IT device consolidation and optimization to reduce the carbon footprint. The areas covered under green IT initiatives include IT energy optimization in data centers and equipment rooms. TCS' data centers at Yantra Park (Thane) and Siruseri (Chennai) have a weighted average PUE of 1.7. Apart from the two main data centers, TCS also has 54 equipment rooms for business as usual (BAU) activities, wherein the weighted average PUE has reduced from 1.88 in FY 2022-23 to 1.76 in FY 2023-24. The data centre at Yantra Park uses 100% Renewable Energy (RE) while the one at Siruseri uses 73% RE. The power consumed by the data centers at Yantra Park and Siruseri were 5.52 MWh and 1.65 MWh respectively during the reporting year FY 2023-24. In addition to the above, green attributes are considered in every IT asset procurement. TCS' IoT-based Real-time Energy Management System (TCS Clever Energy™) initiative involves real time monitoring to optimize the operational energy efficiency across all offices. The smart, scalable, analytics driven IoT solution uses TCS Connected Universe Platform (TCUP) IoT platform, which forms the backbone, enabling visualization of data acquired from various locations and facilities' energy meters and sensors. Other energy optimization initiatives include: - IT Equipment optimization (rack consolidation, server consolidation and procurement of energy efficient devices). - UPS optimization (right sizing of UPS, replacement of old technology UPS with modular UPS). - Cooling optimization (switching off excess capacity cooling units, maintaining return set temperature at 24 +/- 1 deg C, replacing old with new technology cooling units). - Leakage reduction (proper alignment of racks and perforated tiles, partitioning to reduce cooling area, cold aisle containment, blanking panel, active tiles and soft partitioning). # Renewable Energy: The roof top solar photo voltaic installations this year remained at 10.2 MWp contributing to 3 percent of total electricity use in FY 2023-24. A rooftop solar PV of 260 KWp has been planned for implementation in early FY 2024-25. The Company increased its renewable energy procurement through a) switch over to green tariffs for its operations in Ahmedabad, Kolkata, Chennai, Kochi and Trivandrum branches, b) Green energy units procurement through Power Purchase Agreements (PPA) at two locations in Chennai viz. Ambattur and Chennai One, Magnum, which cumulatively added about 6.5 million green units to the renewable energy portfolio). The renewable energy procurement has resulted in an increase in renewable energy use to 74 percent of total energy use."
+"# Business Responsibility & Sustainability Report # Carbon Neutrality: The company became carbon neutral across Scope 1 and Scope 2 emissions in North America, UK and Ireland, Europe, Asia Pacific (including Japan), Latin America, and Middle East & Africa in FY 2023-24. # Waste Management Details TCS being an IT services and consulting organization, TCS does not manufacture physical products and therefore do not use any hazardous or toxic chemicals in core processes. The Company have office or facility operations, and the waste is generated from the auxiliary processes used to run these facilities. Based on the nature of its services, TCS' facilities mostly generate electronic, electrical, and municipal solid waste. Potentially hazardous and regulated wastes such as lead-acid batteries and waste lube oil are generated in relatively smaller proportions which are disposed through government-approved recyclers as per regulations. E-waste is disposed to government approved e-waste recyclers. TCS is committed to sustain the best practices that have already been institutionalized like segregation of all recyclable wastes, 100% compliance to management practices for regulated wastes like hazardous and e-waste and 100% recycling of office and packaging paper and plastic. All TCS campuses, owned offices and leased offices that have available space are provided with on-site food waste management facilities such as biodigesters and organic waste converters (OWCs) and garden waste is treated by vermicomposting at TCS campuses where feasible. The company targets to maximize the recycling and reuse of all waste categories to divert waste from landfill. In FY 2023-24, TCS has obtained zero waste to landfill (ZWL) certification was obtained for TCS Deccan Park facility at Hyderabad after having achieved a diversion rate of over 99% waste from landfill. This was done as a pilot project for feasibility. TCS has operational control procedures (OCPs) for waste management and handling of different categories of wastes which is available on the TCS intranet that has set procedures for waste segregation, handling, storage, and disposal of different waste categories. # Waste Management Parameters |Parameter|FY 2023-24|FY 2022-23#| |---|---|---| |Total Waste generated [in metric tonnes (MT)]| | | |Plastic waste (A)|137.3|46.7| |E-waste (B)|297.5|415.0| |Bio-medical waste (C)|0.8|0.8| |Construction and demolition waste (D)|1,070.8|618.0| |Battery waste (E)|261.0|387.0| |Radioactive waste (F)|NA|NA| |Other Hazardous waste. Please specify, if any. (G)|33.2|26.1| |Other Non-hazardous waste generated (H). Please specify, if any.|4,915.6|3,538.0| |(Break-up by composition i.e. by materials relevant to the sector)| | | |Quantity of office paper waste|308.0|119.0| |Quantity of packaging paper waste (cardboards etc.)|136.0|199.0| |Quantity of other paper waste generated (tissue paper rolls, food packaging)|338.0|-| |Quantity of other packaging material (thermocol etc.)|10.5|-| |Quantity of Miscellaneous waste (floor waste, toilet rolls, C-fold, cafeteria dry waste etc.)|867.0|1,169.0| |Quantity of other office scrap waste generated|197.0|137.0| |Quantity of garden waste generated|1,167.0|1,261.0| |Quantity of food waste|1,756.0|653.0| |Quantity of sanitary waste|69.3|-| |Quantity of coolant|0.2|-| |Quantity of other dry waste generated|66.6|-| |Total (A+B + C + D + E + F + G + H)|6,716.2|5,031.6| 77 GRI 306-3, GRI 306-4, GRI 306-5 # Business Responsibility & Sustainability Report |Parameter|FY 2023-24|FY 2022-23#| |---|---|---| |Waste intensity per rupee of turnover|0.0000000028|0.0000000022| |(Total waste generated (MT) / Revenue from operations)| | | |Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)|0.0000000638|0.0000000511| |(Total waste generated (MT) / Revenue from operations adjusted for PPP)| | | |Waste intensity in terms of physical output (waste in tonnes/FTE)|0.011|0.008| # For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes) |Category of waste|Recycled **|Re-used|Other recovery operations| |---|---|---|---| |- Battery|274.0| | | |- E-waste|246.0| | | |- Hazardous waste|24.1| | | |- Non-Hazardous waste|3,038.0|288.0| | |- Plastic Waste|65.2| | | |- Construction & Demolition waste|63.0|1.0| | |Total|3,999.3| | | # For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes) |Category of waste|Incineration|Landfilling|Other disposal operations| |---|---|---|---| |- Biomedical waste|0.8| | | |- Non-hazardous waste|128.0|1,318.0| | |- Hazardous waste|2.4| | | |- Construction & demolition waste| |936.0| | |Total|2,385.2|2,265.5| | #Data excludes accounting for <2% headcount, where TCS does not have operational control. ** 100% of the regulated waste (e-waste, battery waste) is disposed through recycling. The generated quantities, if remaining at the end of the financial year for disposal, are stored at the facilities and recycled through approved/ authorized vendors. In FY 2023-24 waste data reported on a consolidated level where TCS have operational control. Therefore, the construction & demolition (C&D) waste from new construction or under construction sites are revised. The data for FY 2022-23 is accordingly restated."
+"All non hazardous waste categories have been restated for FY 2022-23 to make it consistent with the categories reported in FY 2023-24. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by KPMG # 10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes. NA 78 GRI 306-2; GRI 3-3 # Integrated Annual Report 2023-24 # 156 Business Responsibility & Sustainability Report # 11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format: TCS has its campus- Kalinga Park, Bhubaneswar, Odisha which is located near Chandakka Wildlife Sanctuary. This is located in the Special Economic Zone (SEZ) developed by the Odisha Industrial Infrastructure Development Corporation (IDCO). All necessary environmental clearances have been obtained for the campus. All necessary environmental clearances have been obtained for the campus. |S/N|Location of operations/offices|Type of operations|Whether the conditions of environmental approval / clearance are being complied with? (Y/N) If no, the reasons thereof and corrective action taken, if any.| |---|---|---|---| |1|TCS Kalinga Park, Chandaka Industrial Estate, Bhubanewar, Odisha|Software Consultancy Services|Yes, the conditions of Environmental Clearance have been complied with.| # 12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: There were no Environmental Impact Assessments (EIAs) conducted in the FY 2023-24. # 13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: Yes, TCS has complied with applicable environmental law/regulations / guidelines applicable in India. No fine/penalty/action was initiated against the entity under any of the applicable environmental laws/regulation/guidelines. |S/N|Specify the law / regulation / guidelines which was not complied with|Provide details of the non-compliance|Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts|Corrective action taken, if any| |---|---|---|---|---| |NA| | | | | # Leadership Indicators # 1. Water withdrawal, consumption and discharge in areas of water stress (in kiloliters): For each facility / plant located in areas of water stress, provide the following information: (i) Name of the area: In FY 2023-24, there are 13 stress zones identified as per the above criteria. 29 TCS offices are located in these zones. List of the 13 stress zones is as below: 1. Ambattur (1 TCS location) 2. Bangalore (North) (1 TCS location) 3. Bisrakh (3 TCS locations) 4. Gurgaon (4 TCS locations) 5. Karol Bagh (1 TCS location) 6. Serilingampally (4 TCS locations) 7. Varanasi (1 TCS location) 8. Anekal (1 TCS location) 9. Bangalore (East) (8 TCS locations) 10. Gandhinagar (2 TCS locations) 11. Indore (1 TCS location) 12. Lucknow (1 TCS location) 13."
+"Vadodara (1 TCS location) (ii) Nature of operations: Software and IT operations 79 GRI 304-1 80 GRI 413-1, GRI 303-1 81 GRI 2-27 82 GRI 303-3, GRI 303-4, GRI 303-1, GRI 303-2, GRI 303-5 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 157 # (iii) Water withdrawal, consumption and discharge in the following format: |Parameter|FY 2023-24|FY 2022-23*| |---|---|---| |Water withdrawal by source (in kilolitres)| | | |(i) Surface water|-|-| |(ii) Groundwater|69,057|43,320| |(iii) Third party water|6,83,525|5,05,970| |(iv) Seawater / desalinated water|-|-| |(v) Others|1,013|610| |Total volume of water withdrawal (in kilolitres)|7,53,595|5,49,900| |Total volume of water consumption (in kilolitres)|6,33,900|5,26,730| |Water intensity per rupee of turnover (Water consumed in KL/ turnover in INR)|0.00000026|0.00000023| |Water discharge by destination and level of treatment (in kiloliters)| | | |(i) Into Surface water| | | |- No treatment|-|-| |- With treatment - please specify level of treatment|-|-| |(ii) Into Groundwater| | | |- No treatment|-|-| |- With treatment - please specify level of treatment|-|-| |(iii) Into Seawater| | | |- No treatment|-|-| |- With treatment - please specify level of treatment|-|-| |(iv) Sent to third-parties| | | |- No treatment|27,118|20,150| |Note: Wastewater sent for municipal treatment| | | |- With treatment - please specify level of treatment|92,577|3,020| |Note: Tertiary treatment| | | |(v) Others| | | |- No treatment|-|-| |- With treatment - please specify level of treatment|-|-| |Total water discharged (in kilolitres)|1,19,695|23,170| *Data mentioned above is for TCS India operations Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by KPMG # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 2. Please provide details of total Scope 3 emissions & its intensity, in the following format: |Parameter|Unit|FY 2023-24|FY 2022-23*| |---|---|---|---| |Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)|Metric tonnes of CO2 Equivalent|4,98,509|3,66,606| |Category 1 - Purchased goods & services|tCO2e|14,457|2,515| |Category 2 - Capital goods|tCO2e|20,299|18,549| |Category 3 - Fuel and energy related activities (not included in Scope 1 or 2)|tCO2e|35,495|32,094| |Category 4 - Upstream transportation and distribution|tCO2e|2,620|5,107| |Category 5 - Waste generated in operations|tCO2e|1,179|1,070| |Category 6 - Business travel|tCO2e|1,17,310|89,907| |Category 7 - Employee commuting|tCO2e|3,07,149|2,17,364| |Total Scope 3 emissions per rupee of turnover|tCO2e/rupee turnover|0.00000021|0.00000016| |Total Scope 3 emission intensity (Optional) - the relevant metric may be selected by the entity|(tCO2e/Per FTE)|0.79|0.60| *Data excludes accounting for <2% headcount, where TCS does not have operational control. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by KPMG. # 83 GRI 305-3, GRI 305-4; There are some inclusions and modifications in estimating scope 3 carbon emissions during FY 2024 when compared to FY 2023. Scope 3 emissions: Category 1 & 2: Emission factors (spend based) for purchased and capital goods are taken from the latest available US EPA (Supply Chain GHG Emission Factors for US Commodities and Industries v1.1.1) information for computer equipment, electrical equipment, office equipment, vehicles, and furniture items. The US EPA emission factors for categories 1 & 2 were adopted in FY23 and used in FY24 as well. There is a significant increase in Category 1 due to a new contract. Increase in category 2 is due to Return to Office (RTO). Category 3: The well to tank (WTT) emissions from the fuel used in stationary and mobile combustion such as diesel in DG sets and owned vehicles, LPG or PNG in cafeteria, natural gas for space heating/ cooling, fuel used in hired vehicles (cabs/ buses) are included in this category since FY 2023 and the same has been continued in FY2024 as well. There is an increase in emissions due to use of IEA emission factors for WTT and T&D in FY24. In FY23 the Company had used the DEFRA emission factors. Category 4: Until FY 2022, TCS had included only emissions from transportation of IT assets considering its relative significance compared to other supplies. While the Company continues to capture emissions from transportation of IT assets based on spend based emission factors, emissions related to transportation of non-IT supplies were included. The non - IT supplies covered to estimate category 4 emissions include cafeteria/ canteen supplies, water supplies through tankers, housekeeping material, and other stationary supplies. Emission factors are taken from DEFRA 2023 for the transport emissions based on vehicle type and weight."
+"There is a significant decrease in this category as the actual data were taken from the locations in FY24 compared to FY23 which was based on pilot study at few locations. The Company has also moved the waste disposal related transport emissions from Category 4 to 5 in FY24. Category 5: No change in approach in FY 2024. The emissions are based on disposal mechanisms (e.g., recycling, reuse, landfill) for different categories of waste (plastic, metal, e-waste, batteries, food waste, garden waste etc.,) and have been computed based on emission factors from DEFRA 2023. Slight increase in emission due to increased RTO and also due to inclusion of waste disposal related transportation under this category. Category 6: In FY 2022, business travel included emissions from air and rail. In FY 2023 and FY 2024, business travel emissions also include hotel stays at various geographies during business travel. Relevant emission factors are taken from DEFRA 2023. There is an increase in emissions due to increase in business travel and accommodation due to resumption and RTO. Category 7: In FY 2024, the employee commute related carbon emission includes those from TCS hired vehicles for transport of employees, personal employee commute, public employee commute & work from home (WFH) emissions. There is an increase in employee commute due to RTO in FY 2023-24 compared to previous year. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities84. |S/N|Initiative undertaken|Details of the initiative (Web-link, if any, may be provided along-with summary)|Outcome of the initiative| |---|---|---|---| | |Chandaka Wildlife sanctuary authority|* Installation of inward facing low intensity peripheral lights * Plantation of native/ indigenous plants, medicinal and spice garden, butterfly garden * Provision of organic waste technologies- Vermicomposting and organic waste converter * Provision of rainwater harvesting structure and sewage treatment plant (STP)|* Inward direction peripheral lights of low intensity to avoid any impact on wildlife movement. * High mast lights in TCS parking area are switched off after 11 pm. * Protection of native/medicinal, plant species as well as butterfly species. * Garden and food waste vermicomposting and organic waste composting technology has been installed to generate organic manure and it is reused for landscaping. * 100% treatment and recycling of wastewater inside the premises. * Groundwater recharging pits for enriching the water table.| As a proactive initiative, TCS has included 'Urban Biodiversity' conservation as an integral part of TCS Environmental Sustainability Policy and its long-term plan for sustainable development. Biodiversity action plan is implemented across 18 TCS campuses in India to conserve and enhance urban biodiversity. Biodiversity mapping for various flora and fauna species is conducted on an annual basis. TCS campuses across India are home to over 600+ flora species and 200+ fauna species. # 4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: |S/N|Initiative undertaken|Details of the initiative (Web-link, if any, may be provided along-with summary)|Outcome of the initiative| |---|---|---|---| |1|HVAC energy efficiency projects|* Energy efficient AHU's * VRF systems for 24x7 systems on variable load|2.83 Mn kWh energy savings| |2|UPS based energy efficiency projects|* UPS consolidation and Modular UPS|0.801 Mn kWh energy savings| |3|Energy efficiency due to green buildings|* Roof Underdeck Insulation * Roof tiling to increase SRI (solar reflective index) * CTI Certified Cooling Towers * Renewable Energy use * LED luminaires|6.63 Mn kWh energy savings| |4|Energy Monitoring and Analytics (Clever Energy + Resource Optimization Center)|* Set Point modulation * Equipment Schedule Change * Operational Optimization * Alert based Monitoring|6.04 Mn kWh avoided energy consumption.| # 5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. The business continuity and disaster management function in TCS supports the strategic objective of the organization, protects business interest, and proactively strengthens the organization's ability to effectively respond to internal and external threats and enable seamless, continued delivery of critical business operations, in the event of any disruption. The end-to-end framework is effectively managed through defined policy, procedures, guidelines and through in-house developed tools that support planning and communication with all stakeholders."
+"The framework is fully compliant and certified to ISO 22301:2019, CMMI-SVC and is integrated with TCS quality management system for consistent deployment across the organization. 84 GRI 304-2, GRI 304-3 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report TCS has Emergency Preparedness Plans (EPP) for disasters such as earthquake, floods, cyclones etc in its internal portal. The plan outlays the responsibilities of action owners, plan description including precautions to be taken, evacuation procedures and post incident action plan which would need to be followed at locations facing the emergency scenario. TCS' Business Continuity Plans, One for Every Customer Relationship are aligned to their customer requirements and then for all enabling functions (Like Admin, IS, HR etc.) are covered within Region (Branch), Global Delivery Centre and for the horizontal functions like (Corporate IS function). Each of them maintain their BCP plans aligned to their scope and holistic logical assimilation of all these are TCS Level Business continuity plans. TCS' Business Continuity Management (BCM) framework ensures that respective owners consider all contractual/ regulatory requirements, scope of services, demographics of operations, interdependencies of services and underlying assets, identifies business impact of loss/ interruption or disruption, and determines appropriate continuity strategy for the same. The associated potential risks are identified, assessed and appropriate response is devised to handle respective risks. Based on inputs, detailed plan is drafted outlaying the responsibilities for action owner to respond during any unforeseen eventualities for Site level outages and city level outages (resulting from an earthquakes, floods, cyclones or pandemic level impacts). All these plans are subjected to periodic testing to ascertain the realistic applicability of the plan. Also, there are provisions to capture precautions taken, evacuation procedures and post incident action plan which enables the continual learnings and incorporating the improvements and enhancing the process maturity as a continued process. # 6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard. No significant adverse impact envisaged from TCS' value chain. # 7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts. TCS launched its Supplier Sustainability Assessment Platform during FY 2022-23. This year 17% of value chain partners (by spend) for sustainability criteria was successfully assessed. Through this platform, TCS will continue to engage its suppliers on sustainability assessments, training and awareness to help them improve their sustainability performance. # PRINCIPLE 7 : Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent # Essential Indicators # 1. a. Number of affiliations with trade and industry chambers/ associations File: AR_TCS_2023_2024.md TCS is associated with various leading trade bodies/ industry chambers/ associations in India. All these associations have a PAN-India presence and work in close collaboration with governments- central and state. In addition, TCS collaborates with bilateral/ multilateral international chambers, based out of India, on multiple technology and trade related matters. # b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to |S/N|Name of the trade and industry chambers/ associations| |---|---| |1|National Association of Software and Service Companies (NASSCOM)| |2|Confederation of Indian Industry (CII)| |3|Federation of Indian Chambers of Commerce & Industry (FICCI)| |4|Associated Chambers of Commerce & Industry of India (ASSOCHAM)| |5|Public Affairs Forum of India (PAFI)| |6|The Institute of Management Consultants of India (IMCI)| |7|Telecom Equipment and Services Export Promotion Council (TEPC)| |8|Indo American Chamber of Commerce (IACC)| |9|Bombay Chamber of Commerce (BCCI)| |10|IMC Chamber of Commerce and Industry| # Reach of trade and industry chambers/ associations State/NationalNationalNationalNationalNationalNationalNationalNationalNationalNationalNational 85 GRI 308-2 86 GRI 308-1, GRI 308-2 87 GRI 2-28 # Business Responsibility & Sustainability Report # 2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities |Name of authority|Brief of the case|Corrective action taken| |---|---|---| |NA| | | # Leadership Indicators # 1."
+"Details of public policy positions advocated by the entity: |S/N|Public policy advocated|Method resorted for such advocacy| |---|---|---| |1|SEZ notification regarding Rule 43A: 'Work from Home' has been replaced by 'Hybrid Working' and further, the notification reiterates at 13 (b) that employer retains the right to choose the place of work for the specified duration|* Industry meetings with Ministry of Electronics and Information & Technology (MeitY), Department of Commerce, Ministry of Finance (MoF) * Participation in round tables discussions and consultations organized by industry associations such as CII, FICCI, NASSCOM * Recommendations submitted to relevant government departments, trade associations on request| |2|Digital Personal Data Protection Act, 2023 (DPDP Act): DPDP Act was passed in both houses of the Parliament and ratified as a law by the president in August 2023. In the absence of administrative rules under the Act, the law is still not operational. Recommendations on transitional period for implementation of the DPDP Act|* Participated in the consultation process facilitated by MeitY * Submitted recommendations on transitional period for implementation of the DPDP Act| |3|Amendment in SEZ Rules to allow developer of IT/ITeS SEZ to demarcate a portion of built-up area of IT/ITeS SEZ as domestic tariff area|* Industry meetings with Ministry of Electronics and Information & Technology (MeitY), Department of Commerce, Ministry of Finance (MoF) * Participation in round tables discussions and consultations organized by industry associations such as CII, FICCI, NASSCOM * Recommendations submitted to relevant government departments, trade associations on request| # Whether information available in public domain? (Yes/No) |Information|Frequency of Review by Board (Annually/ Half yearly/ Quarterly / Others - please specify)|Web Link, if available| |---|---|---| |Yes|As and when required| | |Partially|As and when required|https://www.tcs.com/investorrelations/publicpolicy-positionsdetails| |Yes|As and when required| | # Business Responsibility & Sustainability Report # PRINCIPLE 8: Businesses should promote inclusive growth and equitable development # Essential Indicators 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year88. |Name and brief details of project|SIA Notification No.|Date of notification|Whether conducted by independent external agency (Yes/No)|Results communicated in public domain (Yes/No)|Relevant web link| |---|---|---|---|---|---| |NA|NA|NA|NA|NA|NA| 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: |S/N|Name of Project for which R&R is ongoing|State|District|No. of Project Affected Families (PAFs)|% of PAFs covered by R&R|Amounts paid to PAFs in the FY (In INR)| |---|---|---|---|---|---|---| |NA|NA|NA|NA|NA|NA|NA| 3. Describe the mechanisms to receive and redress grievances of the community89. The TCS culture empowers communities and encourages open communication of concerns and grievances through various channels. In addition, individual regional leaders are connected at ground level and provide feedback from time to time. TCS sustainability policies available on the website details how it is documented, evaluated and addresses various stakeholder feedback, concerns and grievances. TCS monitors and evaluates its programs through a professionally designed ROI framework: - i) 'R'- Reach- Reach is the number of direct beneficiaries reached through a program/ initiative - ii) 'O'- Outcome- Outcome is linked to the program and indicates intended result(s) of the program - iii) 'I'- Impact- Impact refers to shifts in Mental, Socio-Cultural, Physical, Economic and Political spaces in the life of a beneficiary. Post program implementation, surveys and questionnaires capture the feedback which is duly implemented. 4. Percentage of input material (inputs to total inputs by value) sourced from suppliers90: | |FY 2023-24 (%)|FY 2022-23 (%)| |---|---|---| |Directly sourced from MSMEs / small producers*|6.0|4.1| |Sourced directly from within India|33.5|26.4| *Restated due to change in approach to ensure comparability of information disclosed. In FY 2022-23, the total purchases were considered for TCS Limited branches (India), however, in FY 2023-24 total purchases were considered for TCS Limited branches (India and Overseas), including its Indian subsidiaries. 5. Job creation in smaller towns - Disclose wages paid to persons employed (including employees or workers employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost |Location|FY 2023-24 (%)|FY 2022-23 (%)| |---|---|---| |Rural|0.0|0.0| |Semi-Urban|0.0|0.0| |Urban|4.7|4.4| |Metropolitan|95.3|95.6| (Places are categorized as per RBI Classification System- rural / semi-urban / urban / metropolitan) * Numbers mentioned above are specific to India geography. * Classification is based on the RBI Guidelines and Census 2011. As per the latest census all urban would be classified as Metropolitan based on the population index. # Leadership Indicators 1."
+"Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above): |Details of negative social impact identified|Corrective action plan| |---|---| |NA|NA| 88 GRI 413-1 89 GRI 2-16, GRI 2-25, GRI 2-26, GRI 413-1 90 GRI 204-1 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies: |S/N|Program|State|Aspirational District|Amount spent (in ` crore)| |---|---|---|---|---| |1|Youth Employment Program (YEP)|West Bengal, Gujarat, Maharashtra, Mizoram, Kerala, Haryana, Punjab, Andhra Pradesh, Madhya Pradesh, Odisha, Karnataka, Jammu and Kashmir, Uttar Pradesh, Chhattisgarh, Telangana, Bihar, Assam, Uttarakhand, Tamil Nadu, Manipur, Dadra and Nagar Haveli and Daman And Diu, Jharkhand, Nagaland, Meghalaya, Rajasthan, Puducherry, Ladakh, Himachal Pradesh, Arunachal Pradesh, Delhi, Goa|Baramulla, Bastar, Bhadradri Kothagudem, Dahod, Dhenkanal, Dumka, East Singhbum, Ferozepur, Gadchiroli, Gajapati, Goalpara, Haridwar, Namsai, Nandurbar, Osmanabad, Pakur, Purnia, Raichur, Rajnandgaon, Ramanathapuram, Ramgarh, Ranchi, Ri Bhoi, Sahebganj, Siddharth Nagar, Sonbhadra, Vidisha, Virudhunagar, Visakhapatanam, Vizianagaram, Warangal, Wayanad, West Singhbhum, Y.S.R., Yadgir|3.3| |2|BridgeIT|West Bengal, Mizoram, Haryana, Rajasthan, Madhya Pradesh, Odisha, Uttar Pradesh, Jharkhand, Bihar, Karnataka|Chhatarpur, Dholpur, Gajapati, Latehar, Lohardaga, Muzaffarpur, Nawada, Raichur, Ramgarh, Ranchi, Rayagada, Yadgir|1.9| |3|Literacy as a Service (LaaS)|Madhya Pradesh, Odisha, West Bengal, Uttar Pradesh, Gujarat, Maharashtra, Haryana, Punjab, Delhi|Chandauli, Dahod|0.9| |4|Go Innovate Together (goIT)|Uttar Pradesh, Gujarat, Andhra Pradesh, Jharkhand, Madhya Pradesh, Ladakh, West Bengal, Bihar|Bahraich, Balrampur, Chandauli, Chitrakoot, East Singhbum, Fatehpur, Shravasti, Siddharth Nagar, Sonbhadra, Visakhapatanam, Y.S.R.|0.8| |5|Ignite My Future (IMF)|West Bengal, Uttar Pradesh, Gujarat, Maharashtra, Uttarakhand, Andhra Pradesh, Chhattisgarh, Karnataka, Madhya Pradesh, Telangana, Himachal Pradesh, Tamil Nadu, Odisha, Dadra and Nagar Haveli and Daman and Diu, Rajasthan, Jharkhand, Kerala, Bihar, Haryana, Punjab, Delhi|Bahraich, Balrampur, Bhadradri Kothagudem, Chandauli, Chitrakoot, Dahod, Dhenkanal, East Singhbum, Fatehpur, Gadchiroli, Gaya, Gumla, Kanker, Karauli, Kondagaon, Mahasamund, Muzaffarpur, Narmada, Osmanabad, Raichur, Shravasti, Siddharth Nagar, Sonbhadra, Sukma, Udam Singh Nagar, Vidisha, Visakhapatanam, Vizianagaram, West Singhbhum, Y.S.R.|0.6| * The amount mentioned above is for the entire program across all districts (not only the aspirational ones). # 3. a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized /vulnerable groups? (Yes/No) While procuring goods/services from MSME vendors, TCS treats MSME vendors at par with non MSME vendors. However, TCS follows preferential payment norms for MSME vendors. # b) From which marginalized /vulnerable groups do you procure? Vendors qualified as MSME by Government agency. # c) What percentage of total procurement (by value) does it constitute? Please refer to answer for Q.4 in Principle 8, Essential indicators. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge: |S/N|Intellectual Property based on traditional knowledge|Owned / Acquired (Yes/No)|Benefit shared (Yes/No)|Basis of calculating Benefit share| |---|---|---|---|---| |NA|NA|NA|NA|NA| # 5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved. |Name of authority|Brief of the case|Corrective action taken| |---|---|---| |NA|NA|NA| # 6. Details of beneficiaries of CSR Projects: |S/N|CSR Project|No. of persons benefited from CSR projects|% of beneficiaries from vulnerable and marginalized groups| |---|---|---|---| |1|Youth Employment Program (YEP)|23,297|49| |2|BridgeIT|3,12,523|88| |3|Literacy as a Service (LaaS)|20,342|99| |4|Go Innovate Together (goIT)|1,21,648|76| |5|Ignite My Future (IMF)|3,19,175|64| # PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner # Essential Indicators # 1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback. TCS' customers are large enterprises, typically Fortune 1000 or Global 2000 corporations. They are provided with multiple mechanisms to report complaints or feedback. Each customer concern is addressed with utmost care at all levels. TCS teams acknowledge, analyze the incidents and develop an action plan to resolve it. The team engages with the customer to validate the action plan and regularly updates customers about the progress of action planned. TCS has a structured approach to receive feedback from customers periodically. Such feedback is analyzed for improvements and action plans are implemented to ensure utmost customer satisfaction. For privacy specific complaints, they can also raise incidents with TCS' Data Protection or Privacy Officers. The contact details of the data protection and privacy officers are available at https://www.tcs.com/who-we-are/legal/privacy-policy-commitment or as otherwise notified to the customers from time to time. # 2."
+"Turnover of products and/ services as a percentage of turnover from all products/service that carry information about: |Environmental and social parameters relevant to the product|As a percentage to total turnover| |---|---| |Safe and responsible usage|NA| |Recycling and/or safe disposal|NA| 91 GRI 2-16, GRI 2-25, GRI 2-26 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 3. Number of consumer complaints in respect of the following: |Category| |FY 2023-24|Remarks| |FY 2022-23|Remarks| |---|---|---|---|---|---|---| |Data privacy|24|0|TCS treats customers as consumers.|19|5|TCS treats customers as consumers.| | | | |These complaints pertain to accidental data sharing with unintended recipients.| | |These complaints pertain to accidental data sharing with unintended recipients.| |Advertising|NA| | | | | | |Cyber-security|NIL| | | | | | |Delivery of essential services|NIL| | | | | | |Restrictive Trade Practices|NIL| | | | | | |Unfair Trade Practices|NIL| | | | | | # 4. Details of instances of product recalls on account of safety issues: NA # 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy. TCS has Information Security policy covering cybersecurity and is approved by top management. Policy is available at TCS website: https://www.tcs.com/who-we-are/legal/security-policy. TCS has deployed cybersecurity framework which is aligned with NIST Cybersecurity Framework. From data privacy aspects, TCS' commitment to privacy is espoused in TCS Global Privacy Policy. This is accessible at https://www.tcs.com/privacy-policy-commitment. TCS has defined and implemented a Global Privacy policy that is applicable to all its legal entities, branches, lines of businesses, and functions. The global privacy policy is a ""gold standard of privacy"" addressing applicable privacy regulations and based on inputs from industry bodies dealing with privacy. The Global Privacy policy covers all stakeholders across the value chain including - employees (full-time and contractual), customers, partners, vendors/suppliers, and any other stakeholder whose Personal Data is processed. All third parties (vendors/suppliers) are engaged/contracted with adequate due diligence, and commitment towards privacy obligations. # 6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken by regulatory authorities on safety of products/services. NIL # 7. Provide the following information relating to data breaches: # a. Number of instances of data breaches NIL # b. Percentage of data breaches involving personally identifiable information of customers As a data fiduciary, TCS has not had any data breach incidents involving personally identifiable information of customers in FY 2023-24. # c. Impact, if any, of the data breaches NA 92 GRI 2-23 93 National Institute of Standards and Technology (NIST) CSF is Cybersecurity framework published by NIST (Standards Institute in USA) which enables organization to improve Cybersecurity for its critical infrastructure. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available). www.tcs.com 2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. NA 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services. Each customer relationship in TCS has a business continuity mechanism to handle any disruption of services/products and a suitable communication plan. 4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No) NA Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # KPMG Assurance and Consulting Services LLP Telephone: +91 (22) 3989 6000 2nd Floor, Block T2 (B Wing), Lodha Excelus, Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India # Independent Practitioners' Reasonable Assurance Report To the Directors of Tata Consultancy Services Limited Assurance report on the sustainability disclosures in the Business Responsibility and Sustainability Reporting (BRSR) Core Format 1 (called 'Identified Sustainability Information' (ISI) of Tata Consultancy Services Limited (the 'Company') for the period from 1 April 2023 to 31 March 2024. The ISI is included in the Business Responsibility and Sustainability Reporting of the Company for the period from 1 April 2023 to 31 March 2024."
+"# Opinion We have performed a reasonable assurance engagement on whether the Company's sustainability disclosures in the BRSR Core Format (refer to Annexure 1) for the period from 1 April 2023 to 31 March 2024 has been prepared in accordance with the reporting criteria (refer table below). |Identified Sustainability Information (ISI) subject to assurance|Period|Page number in the Annual Report|Reporting criteria| |---|---|---|---| |BRSR Core (refer Annexure 1)|From 1 April 2023 to 31 March 2024|127 to 166|- Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (SEBI LODR)| | | | |- Guidance notes for BRSR format issued by SEBI| | | | |- World Resource Institute (WRI) / World Business Council for Sustainable Development (WBCSD) Greenhouse Gas (GHG) Protocol (A Corporate Accounting and Reporting Standards)| This engagement was conducted by a multidisciplinary team including assurance practitioners, engineers and environmental and social professionals. 1 Notified by SEBI vide circular number SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12 July 2023 1 | P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report In our opinion, the company's Identified Sustainability Information on pages 127 to 166 of the Annual Report for the period 1 April 2023 to 31 March 2024, subject to reasonable assurance is prepared, in all material respects, in accordance with the Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (SEBI LODR) and basis of preparation set out in page 128 Section A: General Disclosures 13 of the Integrated Annual Report. We do not express an assurance opinion on information in respect of any other information included in the Integrated Annual Report 2024 or linked from the Sustainability Information or from the Integrated Annual Report 2023, including any images, audio files or embedded videos. # Basis for opinion We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board (IAASB). Our responsibilities under those standards are further described in the ""Our responsibilities"" section of our report. We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA). Our firm applies International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. # Other information Additionally, we have performed a limited assurance engagement on select BRSR and GRI indicators and issued an independent assurance report on 08 May 2024. Our report thereon is included with the other information. Our reasonable assurance opinion on the ISI does not extend to other information that accompanies or contains the 'ISI and our assurance report' (hereafter referred to as ""other information""). We have read the other information, but we have not performed any procedures with respect to the other information. # Other matter Select BRSR Core attributes of the Company for the year ended 31 March 2023 were assured by the previous assurance practitioner who had expressed an unmodified opinion on 09 June 2023. Our opinion is not modified in respect of this matter. 2 | P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Intended use or purpose The ISI and our reasonable assurance report are intended for users who have reasonable knowledge of the BRSR Core attributes, the reporting criteria and ISI and who have read the information in the ISI with reasonable diligence and understand that the ISI is prepared and assured at appropriate levels of materiality. Our opinion is not modified in respect of this matter."
+"# Responsibilities for the identified Sustainability Information (ISI) The management of the Company acknowledge and understand their responsibility for: - designing, implementing and maintaining internal controls relevant to the preparation of the ISI that is free from material misstatement, whether due to fraud or error; - selecting or establishing suitable criteria for preparing the ISI, taking into account applicable laws and regulations, if any, related to reporting on the ISI, identification of key aspects, engagement with stakeholders, content, preparation and presentation of the ISI in accordance with the reporting criteria; - disclosure of the applicable criteria used for preparation of the ISI in the relevant report/statement; - preparing/properly calculating the ISI in accordance with the reporting criteria; and - ensuring the reporting criteria is available for the intended users with relevant explanation; - establishing targets, goals and other performance measures, and implementing actions to achieve such targets, goals and performance measures; - responsible for providing the details of the management personnel who takes ownership of the ISI disclosed in the report; - ensuring compliance with law, regulation or applicable contracts; - making judgments and estimates that are reasonable in the circumstances; - identifying and describing any inherent limitations in the measurement or evaluation of information subject to assurance in accordance with the reporting criteria; - preventing and detecting fraud; - selecting the content of the ISI, including identifying and engaging with intended users to understand their information needs; - informing us of other information that will be included with the ISI; - supervision of other staff involved in the preparation of the ISI. Those charged with governance are responsible for overseeing the reporting process for the Company's ISI. 3 | P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Inherent limitations in preparing the ISI The preparation of the company's BRSR information requires the management to establish or interpret the criteria, make determinations about the relevancy of information to be included, and make estimates and assumptions that affect the reported information. Measurement of certain amounts and BRSR Core metrics, some of which are estimates, is subject to substantial inherent measurement uncertainty, for example, GHG emissions, water footprint, energy footprint. Obtaining sufficient appropriate evidence to support our opinion does not reduce the uncertainty in the amounts and metrics. # Our responsibilities We are responsible for: - Planning and performing the engagement to obtain reasonable assurance on the sustainability disclosures in the BRSR Core are free from material misstatement, whether due to fraud or error, in accordance with the Reporting Criteria in line with the section above. - Forming an independent opinion, based on the procedures we have performed and the evidence we have obtained, and - Reporting our reasonable assurance opinion to the Directors of Tata Consultancy Services Limited. # Exclusions Our assurance scope excludes the following and therefore we will not express an opinion on the same: - Operations of the Company other than those mentioned in the ""Scope of Assurance"". - Aspects of the BRSR and the data/information (qualitative or quantitative) other than the ISI. - Data and information outside the defined reporting period i.e., from 1 April 2023 to 31 March 2024. - The statements that describe expression of opinion, belief, aspiration, expectation, aim, or future intentions provided by the Company. # Summary of the work we performed as the basis for our opinion We exercised professional judgment and maintained professional skepticism throughout the engagement. We designed and performed our procedures to obtain evidence that is sufficient and appropriate to provide a basis for our reasonable assurance opinion. # Reasonable assurance opinion The nature, timing, and extent of the procedures selected depended on our judgment, including an assessment of the risks of material misstatement of the information subject to reasonable assurance, whether due to fraud or error. We identified and assessed the risks of material misstatement through understanding the Information subject to reasonable assurance and the engagement circumstances. We also obtained an understanding of the internal control relevant to the information subject to reasonable assurance in order to 4 | P a g e Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report design procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of internal controls."
+"In carrying out our engagement, we: - assessed the suitability of the criteria used by the company in preparing the reasonable assurance information; - evaluated the appropriateness of reporting policies, quantification methods and models used in the preparation of the information subject to reasonable assurance and the reasonableness of estimates made by the company; and - evaluated the overall presentation of the information subject to reasonable assurance. M Shivananda Shetty Partner KPMG Assurance and Consulting Services LLP Date: 08 May 2024 Place: Mumbai 5 | P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Appendix - 1 # BRSR Core attributes |BRSR Indicator|Type of Assurance| |---|---| |P6 E1- Details of total energy consumption (in Joules or multiples)|Reasonable| |P6 E1- Details of total energy intensity|Reasonable| |P6 E3- Provide details of water withdrawal by source|Reasonable| |P6 E4- Provide details of water discharged|Reasonable| |P6 E3- Provide details of water consumption|Reasonable| |P6 E7- Provide details of greenhouse gas emissions (Scope 1)|Reasonable| |P6 E7- Provide details of greenhouse gas emissions (Scope 2)|Reasonable| File: AR_TCS_2023_2024.md |P6 E7 - Provide details of greenhouse gas emissions (Scope 1 and Scope 2) intensity|Reasonable| |P6 E9- Provide details related to waste generated by category of waste|Reasonable| |P6 E9 - Provide details related to waste recovered through recycling, re-using or other recovery operations|Reasonable| |P6 E9- Provide details related to waste disposed by nature of disposal method|Reasonable| |P3 E11-Details of safety related incidents including lost time injury frequency rate, recordable work-related injuries, no. of fatalities|Reasonable| |P9 E7- Instances involving loss/breach of data of customers as a percentage of total data breaches or cyber security events|Reasonable| |P5 E7- Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including complaints reported, complaints as a % of female employees, and complaints upheld|Reasonable| |P1 E9-Concentration of purchases & sales done with trading houses, dealers, and related parties Loans and advances & investments with related parties|Reasonable| |P1 E8- Number of days of accounts payable|Reasonable| |P8 E5- Job creation in smaller towns|Reasonable| |P3 E1c- Spending on measures towards well-being of employees and workers - cost incurred as a % of total revenue of the company|Reasonable| |P5 E3b- Gross wages paid to females as % of wages paid|Reasonable| |P8 E4 - Input material sourced from following sources as % of total purchases - Directly sourced from MSMEs/ small producers and from within India|Reasonable| 6 | P a g e Integrated Annual Report 2023-24 # Consolidated Financial Statements # Independent Auditor's Report To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as the ""Holding Company"") and its subsidiaries (Holding Company and its subsidiaries together referred to as ""the Group""), which comprise the consolidated balance sheet as at 31 March 2024, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policies and other explanatory information (hereinafter referred to as ""the consolidated financial statements""). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (""Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2024, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements."
+"We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. # Key Audit Matter(s) Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. |Revenue recognition- Fixed price contracts where revenue is recognized using percentage of completion method|See Note 5(a) and Note 12 to consolidated financial statements| |---|---| |The key audit matter|How the matter was addressed in our audit| |The Group inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Group's estimate of contract costs. We identified revenue recognition of fixed price contracts where the percentage of completion is used as a key audit matter since-|Our audit procedures included the following:| |* there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems|* Obtained an understanding of the systems, processes and controls implemented by the Group for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances.| | |* Involvement of our Information technology('IT') specialists, as required:| | |▶ Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised;| | |▶ Tested the IT controls over appropriateness of cost and revenue reports generated by the system;| Integrated Annual Report 2023-24 # Consolidated Financial Statements # The key audit matter - Application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates in mainly identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; - These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Group; and - At year-end, significant amount of work in progress (Contract assets), related to these contracts are recognised on the balance sheet. # How the matter was addressed in our audit - Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/changes to costs incurred; and - Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects. On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including - - Evaluated the identification of performance obligations and the ascribed transaction price; - For testing the Group's computation of the estimation of contract costs and onerous obligations, if any. We: # Other Information The Holding Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual report, but does not include the financial statements and auditor's reports thereon. The Holding Company's Annual report is expected to be made available to us after the date of this auditor's report. Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. # Management's and Board of Directors' Responsibilities for the Consolidated Financial Statements The Holding Company's Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act."
+"The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Management and Board of Directors of the Holding Company, as aforesaid. Integrated Annual Report 2023-24 # Consolidated Financial Statements In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of each company. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors. - Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation."
+"We communicate with those charged with governance of the Holding Company and such other companies included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. A. As required by Section 143(3) of the Act, we report, to the extent applicable, that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. 2. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our. # 176 Consolidated Financial Statements examination of those books except for the matters stated in paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. c. The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act. e. On the basis of the written representations received from the directors of the Holding Company as on 1 April 2024 to 10 April 2024 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiaries which are incorporated in India, as on 31 March 2024 to 10 April 2024, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act. f. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". # B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2024 on the consolidated financial position of the Group. Refer income tax liabilities disclosed in the consolidated balance sheet along with Note 20 to the consolidated financial statements. b. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2024. c."
+"There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March 2024. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the subsidiary companies incorporated in India during the year ended 31 March 2024. d. (i) The management of the Holding Company represented that, to the best of their knowledge and belief, as disclosed in the Note 23 to the consolidated financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of its subsidiary companies incorporated in India to or in any other person(s) or entity(ies), including foreign entities (""Intermediaries""), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of its subsidiary companies incorporated in India (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (ii) The management of the Holding Company represented that, to the best of their knowledge and belief, as disclosed in the Note 23 to the consolidated financial statements, no funds have been received by the Holding Company or any of its subsidiary companies incorporated in India from any person(s) or entity(ies), including foreign entities (""Funding Parties""), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of its subsidiary companies incorporated in India shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement. Integrated Annual Report 2023-24 # Consolidated Financial Statements e. The interim dividend declared and paid by the Holding Company during the year and until the date of this audit report is in accordance with Section 123 of the Act. The final dividend paid by the Holding Company and its subsidiary companies incorporated in India during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in Note 30 to the financial statements, the Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023. Based on our examination which included test checks, and as communicated by the respective auditor of three subsidiaries, except for the instances mentioned below, the Holding Company and its subsidiary companies incorporated in India have used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares: 1. In case of the Holding Company and its three subsidiary companies incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting softwares used for maintaining the books of account relating to payroll and certain non-editable fields/tables of the accounting software used for maintaining general ledger. 2. In case of the Holding Company, the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting software used for maintaining the books of account relating to consolidation. 3."
+"In case of the Holding Company and its three subsidiary companies incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the application layer of the accounting softwares relating to revenue, trade receivables and general ledger for the period 1 April 2023 to 13 November 2023 and relating to property, plant and equipment for the period 1 April 2023 to 14 December 2023. Further, in case of a subsidiary incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the application layer of the accounting software relating to payroll for the period 1 April 2023 to 15 February 2024. 4. In case of a subsidiary incorporated in India, as communicated by the auditor of such subsidiary, the feature of recording audit trail (edit log) facility of the accounting software used for maintaining general ledger was not enabled for the period 1 April 2023 to 30 April 2023. Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with. # C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company is not in excess of the limit laid down under Section 197 of the Act. The subsidiary companies incorporated in India have not paid any remuneration to its directors during the year. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDHA1961 Integrated Annual Report 2023-24 # Consolidated Financial Statements # Annexure A to the Independent Auditor's Report on the Consolidated Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2024 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) (xxi) In our opinion and according to the information and explanations given to us, the Companies (Auditor's Report) Order, 2020 of the Holding Company did not include any unfavourable answers or qualifications or adverse remarks. In respect of the following entities the CARO report relating to them has not been issued by its auditor till the date of principal auditor's report: |Name of the Subsidiaries|CIN| |---|---| |MP Online Limited|U72400MP2006PLC018777| |APT Online Limited|U75142TG2002PLC039671| |C-Edge Technologies Limited|U72900MH2006PLC159038| |Mahaonline Limited|U72900MH2010PLC206026| |TCS e-Serve International Limited|U72300MH2007PLC240002| For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDHA1961 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 File: AR_TCS_2023_2024.md # Annexure B to the Independent Auditor's Report on the Consolidated Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2024 # Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act (Referred to in paragraph 2A(g) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Opinion In conjunction with our audit of the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as ""the Holding Company"") as of and for the year ended 31 March 2024, we have audited the internal financial controls with reference to financial statements of the Holding Company and such companies incorporated in India under the Companies Act 2013, which are its subsidiary companies, as of that date."
+"In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2024, based on the internal financial controls with reference to financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ""Guidance Note""). # Management's and Board of Directors' Responsibilities for Internal Financial Controls The respective Company's Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditor's Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements. # Meaning of Internal Financial Controls with Reference to Financial Statements A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDHA1961 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Consolidated Balance Sheet |(` crore)|Note|As at March 31, 2024|As at March 31, 2023| | |---|---|---|---|---| |ASSETS|ASSETS|ASSETS|ASSETS| | | | | |Non-current assets|Non-current assets|Non-current assets|Non-current assets| | | | | |Property, plant and equipment|10(a)|9,376|10,230| | |Capital work-in-progress|10(a)|1,564|1,234| | |Right-of-use assets|9|7,886|7,560| | |Goodwill|10(b)|1,832|1,858| | |Other intangible assets|10(c)|510|867| | |Financial assets|Financial assets|Financial assets|Financial assets| | | | | |Investments|8(a)|281|266| | |Trade receivables|Billed|8(b)|127|149| |Unbilled| |16|199| | |Loans|8(e)|2|173| | |Other financial assets|8(f)|3,272|2,149| | |Deferred tax assets (net)|17|3,403|3,307| | |Income tax assets (net)| |1,600|2,583| | |Other assets|10(d)|3,596|2,806| | |Total non-current assets| |33,465|33,381| | |Current assets|Current assets|Current assets|Current assets| | | | | |Inventories|10(e)|28|28| | |Financial assets|Investments|8(a)|31,481|36,897| |Trade receivables|Billed|8(b)|44,434|41,049| |Unbilled| |9,143|8,905| | |Cash and cash equivalents|8(c)|9,016|7,123| | |Other balances with banks|8(d)|4,270|3,909| | |Loans|8(e)|491|1,325| | |Other financial assets|8(f)|1,703|1,319| | |Income tax assets (net)| |151|8| | |Other assets|10(d)|12,267|9,707| | |Total current assets| |1,12,984|1,10,270| | |Total Assets| |1,46,449|1,43,651| | |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| | | | | |Equity|Share capital|8(m)|362|366| |Other equity| |90,127|90,058| | |Equity attributable to shareholders of the Company| |90,489|90,424| | |Non-controlling interests| |830|782| | |Total equity| |91,319|91,206| | |Liabilities|Non-current liabilities| | | | |Financial liabilities|Lease liabilities| |6,516|6,203| |Other financial liabilities|8(h)|365|353| | |Employee benefit obligations|14|686|536| | |Deferred tax liabilities (net)|17|977|792| | |Unearned and deferred revenue| |482|1,003| | |Total non-current liabilities| |9,026|8,887| | |Current liabilities|Financial liabilities| | | | |Lease liabilities| |1,505|1,485| | |Trade payables|8(g)|9,981|10,515| | |Other financial liabilities|8(h)|8,362|9,068| | |Unearned and deferred revenue| |3,640|3,843| | |Other liabilities|10(f)|6,524|4,892| | |Provisions|10(g)|140|345| | |Employee benefit obligations|14|4,519|4,065| | |Income tax liabilities (net)| |11,433|9,345| | |Total current liabilities| |46,104|43,558| | |Total Equity and Liabilities| |1,46,449|1,43,651| | # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2024 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Consolidated Statement of Profit and Loss |(` crore)|Note|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---|---| |Revenue from operations|12|2,40,893|2,25,458| |Other income|13|4,422|3,449| |TOTAL INCOME| |2,45,315|2,28,907| |Expenses| | | | |Employee benefit expenses|14|1,40,131|1,27,522| |Cost of equipment and software licences|15(a)|3,702|1,881| |Finance costs|16|778|779| |Depreciation and amortisation expense| |4,985|5,022| |Other expenses|15(b)|32,764|36,796| |TOTAL EXPENSES| |1,82,360|1,72,000| |PROFIT BEFORE EXCEPTIONAL ITEM AND TAX| |62,955|56,907| |Exceptional item| | | | |Settlement of legal claim|20|958|-| |PROFIT BEFORE TAX| |61,997|56,907| |Tax expense| | | | |Current tax|17|15,864|14,757| |Deferred tax|17|34|(153)| |TOTAL TAX EXPENSE| |15,898|14,604| |PROFIT FOR THE YEAR| |46,099|42,303| |OTHER COMPREHENSIVE INCOME (OCI)| | | | |Items that will not be reclassified subsequently to profit or loss| | | | |Remeasurement of defined employee benefit plans| |(2)|350| |Net change in fair values of investments in equity shares carried at fair value through OCI| |(6)|(2)| |Income tax on items that will not be reclassified subsequently to profit or loss| |(11)|(75)| |Items that will be reclassified subsequently to profit or loss| | | | |Net change in fair values of investments other than equity shares carried at fair value through OCI| |237|(679)| |Net change in intrinsic value of derivatives designated as cash flow hedges| |1|(25)| |Net change in time value of derivatives designated as cash flow hedges| |13|32| |Exchange differences on translation of financial statements of foreign operations| |44|655| |Income tax on items that will be reclassified subsequently to profit or loss| |(39)|236| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)| |237|492| |TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |46,336|42,795| |Profit for the year attributable to:| | | | |Shareholders of the Company| |45,908|42,147| |Non-controlling interests| |191|156| | | |46,099|42,303| |Other comprehensive income for the year attributable to:| | | | |Shareholders of the Company| |299|493| |Non-controlling interests| |(62)|(1)| | | |237|492| |Total comprehensive income for the year attributable to:| | | | |Shareholders of the Company| |46,207|42,640| |Non-controlling interests| |129|155| | | |46,336|42,795| |Earnings per equity share:- Basic and diluted (`)|18|125.88|115.19| |Weighted average number of equity shares| |364,68,51,755|365,90,51,373| # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co."
+"LLP K Krithivasan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director COO and Executive Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 12, 2024 Mumbai, April 12, 2024 # Consolidated Financial Statements 2023-24 # A. EQUITY SHARE CAPITAL (` crore) |Balance as at|Changes in equity share capital|Restated balance as at|Changes in equity share capital|Balance as at| |---|---|---|---|---| |April 1, 2023|due to prior period errors|April 1, 2023|during the year*|March 31, 2024| |366|-|366|(4)|362| |April 1, 2022|due to prior period errors|April 1, 2022|during the year|March 31, 2023| |366|-|366|-|366| *Refer note 8(m). # B. OTHER EQUITY (` crore) |Reserves and surplus|Items of other comprehensive income|Equity|Non-controlling interests|Total| |---|---|---|---|---| |Capital|Capital|Special reserve|Retained earnings|Statutory reserve| |Investment reserve|Cash flow hedging reserve|Foreign currency translation reserve|Intrinsic value|Balance as at April 1, 2023| |75|440|11,809|74,722|143| |41|8|(28)|2,848|90,058| |782|90,840|Profit for the year|-|-| |-|45,908|-|-|45,908| |Other comprehensive income / (losses)|-|-|(13)|-| |194|1|10|107|299| |(62)|237|Total comprehensive income|-|-| |-|45,895|-|194|1| |10|107|46,207|129|46,336| |Dividend|-|-|(25,137)|-| |-|-|-|-|-| |Expenses for buy-back of equity shares|-|-|(46)|-| |Tax on buy-back of equity shares|-|-|(3,959)|-| |Buy-back of equity shares|4|-|(17,000)|-| |-|-|-|-|(16,996)| |Transfer to Special Economic Zone|-|9,875|(9,875)|-| |Transfer from Special Economic Zone|-|(5,450)|5,450|-| |Transfer to reserves|-|-|(17)|17| |Balance as at March 31, 2024|75|444|16,234|70,033| |160|235|9|(18)|2,955| |90,127|830|90,957|Balance as at April 1, 2022|75| |440|7,287|78,158|162|488| |27|(53)|2,189|88,773|707| |Profit for the year|-|-|42,147|-| |-|42,422|-|(447)|(19)| |25|659|493|(1)|492| |Total comprehensive income|-|-|42,640|155| |Dividend|-|-|(41,347)|-| |-|-|-|(8)|-| |Purchase of non-controlling interests|-|-|-|(17)| |Transfer to Special Economic Zone|-|8,380|(8,380)|-| |Transfer from Special Economic Zone|-|(3,858)|3,858|-| |Transfer to reserves|-|19|(19)|-| |Balance as at March 31, 2023|75|440|11,809|74,722| |143|41|8|(28)|2,848| |90,058|782|90,840|1|Refer note 8(m).| Loss of ₹13 crore and gain of ₹275 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2024 and 2023, respectively. Total equity (primarily retained earnings) includes ₹1,612 crore and ₹1,601 crore as at March 31, 2024 and 2023, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Consolidated Financial Statements 2023-24 # Nature and purpose of reserves # (a) Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (c) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (d) Retained earnings This reserve represents undistributed accumulated earnings of the Group as on the balance sheet date. applicable laws and will be utilised in accordance with the said laws. # (e) Statutory reserve Statutory reserves are created to adhere to requirements of applicable laws. # (f) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (g) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # (h) Foreign currency translation reserve The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2024 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Consolidated Statement of Cash Flows | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|46,099|42,303| |Adjustments for:| | | |Depreciation and amortisation expense|4,985|5,022| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|114|140| |Tax expense|15,898|14,604| |Net (gain) / loss on lease modification|(7)|2| |Unrealised foreign exchange gain|(17)|(189)| |Net gain on disposal of property, plant and equipment|(7)|(26)| |Net gain on disposal / fair valuation of investments|(312)|(224)| |Interest income|(3,781)|(3,248)| |Dividend income|(41)|(15)| |Finance costs|778|779| |Operating profit before working capital changes|63,709|59,148| |Net change in| | | |Inventories|-|(8)| |Trade receivables| | | |Billed|(3,327)|(6,501)| |Unbilled|(5)|(1,182)| |Loans and other financial assets|(301)|261| |Other assets|(3,160)|(25)| |Trade payables|(632)|2,036| |Unearned and deferred revenue|(740)|39| |Other financial liabilities|(695)|1,417| |Other liabilities and provisions|1,978|(254)| |Cash generated from operations|56,827|54,931| |Taxes paid (net of refunds)|(12,489)|(12,966)| |Net cash generated from operating activities|44,338|41,965| |CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(9,471)|(4,548)| |Inter-corporate deposits placed|-|(8,293)| |Purchase of investments#|(141,011)|(129,745)| |Payment for purchase of property, plant and equipment|(2,202)|(2,532)| |Payment including advances for acquiring right-of-use assets|(30)|(213)| |Payment for purchase of intangible assets|(442)|(355)| |Proceeds from bank deposits|8,089|6,252| |Proceeds from inter-corporate deposits|846|13,654| |Proceeds from disposal / redemption of investments#|1,47,204|1,22,687| |Proceeds from sub-lease receivable|3|2| |Proceeds from disposal of property, plant and equipment|17|37| # Consolidated Financial Statements 2023-24 # Consolidated Statement of Cash Flows | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Proceeds from disposal of intangible assets|7|-| |Interest received|2,990|3,080| |Dividend received|26|13| |Net cash generated from investing activities|6,026|39| |CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES| |Repayment of lease liabilities|(1,614)|(1,515)| |Interest paid|(699)|(779)| |Dividend paid|(25,137)|(41,347)| |Dividend paid to non-controlling interests|(81)|(63)| |Transfer of funds to buy-back escrow account|(425)|-| |Transfer of funds from buy-back escrow account|425|18| |Expenses for buy-back of equity shares (Refer note 8(m))|(46)|-| |Tax on buy-back of equity shares (Refer note 8(m))|(3,959)|(4,192)| |Buy-back of equity shares (Refer note 8(m))|(17,000)|-| |Net cash used in financing activities|(48,536)|(47,878)| |Net change in cash and cash equivalents|1,828|(5,874)| |Cash and cash equivalents at the beginning of the year|7,123|12,488| |Exchange difference on translation of foreign currency cash and cash equivalents|65|509| |Cash and cash equivalents at the end of the year|9,016|7,123| |Components of cash and cash equivalents|Components of cash and cash equivalents|Components of cash and cash equivalents| |Balances with banks| | | |In current accounts|2,804|2,114| |In deposit accounts|6,212|4,999| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|-*|10| |Total|9,016|7,123| *Represents values less than `0.50 crore. #Purchase of investments include `297 crore and `165 crore for the years ended March 31, 2024 and 2023, respectively, and proceeds from disposal / redemption of investments include `163 crore and `161 crore for the years ended March 31, 2024 and 2023, respectively, held by trusts and TCS Foundation held for specified purposes. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2024 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited (""the Company"") and its subsidiaries (collectively together with employee welfare trusts referred to as ""the Group"") provide IT services, consulting and business solutions and have been partnering with many of the world's largest businesses in their transformation journeys. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai- 400001. As at March 31, 2024, Tata Sons Private Limited, the holding company owned 71.74% of the Company's equity share capital. The Board of Directors approved the consolidated financial statements for the year ended March 31, 2024 and authorised for issue on April 12, 2024."
+"# 2) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The material accounting policy information related to preparation of the consolidated financial statements have been discussed in the respective notes. # 3) Basis of preparation These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows has been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate. The financial statements of the Group companies are consolidated on a line-by-line basis and all inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. When a foreign operation is disposed off in its entirety or partially such that control, significant influence or joint control is lost, the cumulative # 4) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases."
+"# Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements amount of exchange differences related to that foreign operation recognised in OCI is reclassified to statement of profit and loss as part of the gain or loss on disposal. # 5) Use of estimates and judgements The preparation of consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management of the Group to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of consolidated financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Group uses the following critical accounting judgements, estimates and assumptions in preparation of its consolidated financial statements: # (a) Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Group estimates the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation. File: AR_TCS_2023_2024.md The Group exercises judgement for identification of performance obligations, determination of transaction price, ascribing the transaction price to each distinct performance obligation and in determining whether the performance obligation is satisfied at a point in time or over a period of time. These judgements have been explained in detail under the revenue recognition note (Refer note 12). # (b) Useful lives of property, plant and equipment The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods (Refer note 10(a)). # (c) Impairment of goodwill The Group estimates the value-in-use of the cash generating units (CGUs) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used for the CGUs represent the weighted average cost of capital based on the historical market returns of comparable companies (Refer note 10(b)). # (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # (e) Impairment of financial assets (other than at fair value) Measurement of impairment of financial assets require use of estimates, which have been explained in the note on financial assets, financial liabilities and equity instruments, under impairment of financial assets (other than at fair value) (Refer note 8)). # (f) Provision for income tax and deferred tax assets The Group uses judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # (g) Provisions and contingent liabilities The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Group uses significant judgements to assess contingent liabilities."
+"Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the consolidated financial statements. # (h) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Group to use assumptions. These assumptions have been explained under employee benefits note (Refer note 14). # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # (i) Leases The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the noncancellable period of a lease, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the noncancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # 6) Recent pronouncements Ministry of Corporate Affairs (""MCA"") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Group. # 7) Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the consolidated statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity. # 8) Financial assets, financial liabilities and equity instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability."
+"The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. # Cash and cash equivalents The Group considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net of direct issue cost. # Derivative accounting # Instruments in hedging relationship The Group designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Group uses hedging instruments that are governed by the financial risk management policy as approved by the Risk Management Committee. The policy provides principles on the use of such financial derivatives consistent with the risk management strategy of the company and its subsidiaries. While determining the appropriate hedge ratio, the Group takes into consideration the prevailing macro-economic conditions, the availability and liquidity of the hedging instruments, tolerance levels for hedge ineffectiveness and the costs of hedging. The hedging activities are reviewed by the Risk Management Committee every quarter and future course of action is determined. The hedge instruments are designated and documented as hedges at the inception of the contract. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss. The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Group separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the intrinsic value and time value of an option is recognised in the other comprehensive income and accounted as a separate component of equity."
+"Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in statement of profit and loss when the forecasted transaction ultimately affects profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Group enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime expected losses for all contract assets and/or all trade receivables that do not constitute a financing transaction. In determining the allowance for expected credit losses, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # (a) Investments Investments consist of the following: # Investments - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Investments designated at fair value through OCI| | | |Fully paid equity shares| | | |Mozido LLC (unquoted)|83|82| |FCM LLC (unquoted)|63|62| |Taj Air Limited (unquoted)|19|19| |Philippine Dealing System Holdings Corporation (unquoted)|8|7| |LATAM Airlines Group S.A. (quoted)|1|-| |Less: Impairment in value of investments|(142)|(134)| |Investments carried at amortised cost| | | |Government bonds and securities (quoted)|188|188| |Corporate bonds (quoted)|61|42| | |281|266| Investments - Non-current includes `249 crore and `229 crore as at March 31, 2024 and 2023, respectively, pertaining to trusts held for specified purposes. # Investments - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|2,360|2,296| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|24,746|26,128| |Corporate bonds (quoted)|3,406|3,110| |Investments carried at amortised cost| | | |Corporate bonds (quoted)|30|10| |Certificate of deposits (quoted)|-|2,955| |Commercial papers (quoted)|939|2,398| | |31,481|36,897| Investments - Current includes `196 crore and `68 crore as at March 31, 2024 and 2023, respectively, pertaining to trusts and TCS Foundation held for specified purposes. Government bonds and securities includes bonds pledged with bank for credit facility amounting to NIL and `1,650 crore as at March 31, 2024 and 2023, respectively. # Aggregate value of quoted and unquoted investments | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Aggregate value of quoted investments|31,731|37,127| |Aggregate value of unquoted investments (net of impairment)|31|36| |Aggregate market value of quoted investments|31,729|37,121| |Aggregate value of impairment of investments|142|134| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Market value of quoted investments carried at amortised cost is as follows: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Government bonds and securities|186|186| |Corporate bonds|91|50| |Certificate of deposits|-|2,951| |Commercial papers|939|2,400| # Equity instruments designated at fair value through OCI are as follows: |In Numbers|Currency|Face value per share|Equity instruments designated at fair value through OCI|As at March 31, 2024|As at March 31, 2023| | | |---|---|---|---|---|---|---|---| |1,00,00,000|USD|1|Mozido LLC (unquoted)| |83| |82| | |15|USD|5,00,000|FCM LLC (unquoted)|63| |62| |1,90,00,000|INR|10|Taj Air Limited (unquoted)| |19|19| | |5,00,000|PHP|100|Philippine Dealing System Holdings Corporation (unquoted)| |8| |7| |66,05,679|CLP|1|LATAM Airlines Group S.A."
+"(quoted)|1| | |-| | | | |Less: Impairment in value of investments| |(142)| |(134)| |Total| | | | |32| |36| # The movement in fair value of investments carried / designated at fair value through OCI is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|41|488| |Net loss arising on revaluation of financial assets carried at fair value|(6)|(2)| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|248|(676)| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(40)|233| |Net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|(11)|(3)| |Deferred tax relating to net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|3|1| |Balance at the end of the year|235|41| # Trade receivables - Billed # Trade receivables- Billed (unsecured) consist of the following: # Trade receivables - Billed - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Trade receivables- Billed|765|824| |Less: Allowance for expected credit losses|(638)|(675)| |Considered good|127|149| # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Ageing for trade receivables - non-current outstanding as at March 31, 2024 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | |Total| | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|-|-|-|55|86|590|731| | |Disputed trade receivables - considered good|-|-|-|2|-|32|34| | | |-|-|-|57|86|622|765| | |Less: Allowance for expected credit losses| | | | |(638)| | | | | | | | | |127| | | |Trade receivables - Unbilled| | | | | |16| | | | | | | | | |143| | | # Ageing for trade receivables - non-current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | |Total| | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|-|-|-|71|83|638|792| | |Disputed trade receivables - considered good|-|-|-|-|8|24|32| | | |-|-|-|71|91|662|824| | |Less: Allowance for expected credit losses| | | | |(675)| | | | | | | | | |149| | | |Trade receivables - Unbilled| | | | | |199| | | | | | | | | |348| | | # Trade receivables - Billed - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Trade receivables- Billed|44,722|41,244| |Less: Allowance for expected credit losses|(365)|(297)| |Considered good|44,357|40,947| |Trade receivables- Billed|264|343| |Less: Allowance for expected credit losses|(187)|(241)| |Credit impaired|77|102| | |44,434|41,049| # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Ageing for trade receivables - current outstanding as at March 31, 2024 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | | |Total| |---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Trade receivables - Billed|38,188|4,952|889|383|6|279| | |Undisputed trade receivables - considered good| | | | | | | | |Undisputed trade receivables - credit impaired|-|6|19|62|18|159| | |Disputed trade receivables - considered good|-|-|-|-|-|25| | | |38,188|4,958|908|445|24|463| | |Less: Allowance for expected credit losses| | | | | | |(552)| | | | | | | | |44,434| |Trade receivables - Unbilled| | | | | | |9,143| | | | | | | | |53,577| # Ageing for trade receivables - current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | | |Total| |---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Trade receivables - Billed|36,529|3,360|889|119|53|256| | |Undisputed trade receivables - considered good| | | | | | | | |Undisputed trade receivables - credit impaired|65|42|2|24|36|170| | |Disputed trade receivables - considered good|-|-|12|1|-|25| | |Disputed trade receivables - credit impaired|-|-|-|-|1|3| | | |36,594|3,402|903|144|90|454| | |Less: Allowance for expected credit losses| | | | | | |(538)| | | | |"
+"| | | |41,049| |Trade receivables - Unbilled| | | | | | |8,905| | | | | | | | |49,954| Above balances of trade receivables- billed includes balances with related parties (Refer note 22). # Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Balances with banks| | | |In current accounts|2,804|2,114| |In deposit accounts|6,212|4,999| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|-*|10| |Total|9,016|7,123| *Represents value less than `0.50 crore. Balances with banks in current accounts include `9 crore and `8 crore as at March 31, 2024 and 2023, respectively, pertaining to trusts held for specified purposes. # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # (d) Other balances with banks Other balances with banks consist of the following: |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Earmarked balances with banks|471|685| |Short-term bank deposits|3,799|3,224| |Total|4,270|3,909| Earmarked balances with banks primarily relate to margin money for purchase of investments, unclaimed dividends and liquidity backstop as a part of regulatory requirements. Short-term bank deposits include `517 crore and `425 crore as at March 31, 2024 and 2023, respectively, pertaining to TCS foundation held for specified purposes. # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current |(` crore)|As at March 31, 2024|As at March 31, 2023| | |---|---|---|---| |Considered good|Inter-corporate deposits|-|170| |Loans to employees|2|3| | |Total|2|173| | # Loans - Current |(` crore)|As at March 31, 2024|As at March 31, 2023| | |---|---|---|---| |Considered good|Inter-corporate deposits|170|846| |Loans to employees|321|479| | |Credit impaired|Loans to employees|-|32| |Less: Allowance for loans to employees|-|(32)| | |Total|491|1,325| | Inter-corporate deposits placed with financial institutions yield fixed interest rate. Inter-corporate deposits include `110 crore and `932 crore as at March 31, 2024 and 2023, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Security deposits|749|614| |Earmarked balances with banks|213|192| |Long-term bank deposits|2,248|1,334| |Interest receivable|62|2| |Others|-|7| |Total|3,272|2,149| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Other financial assets - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Security deposits|339|378| |Fair value of foreign exchange derivative assets|141|191| |Interest receivable|764|720| |Advances to employees|368|-| |Less: Allowance for advances to employees|(43)|-| |Others|134|30| |Total|1,703|1,319| Long-term bank deposits include `1,495 crore and `417 crore as at March 31, 2024 and 2023, respectively, pertaining to TCS Foundation held for specified purposes. Interest receivable includes `111 crore and `66 crore as at March 31, 2024 and 2023, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Trade payables Ageing for trade payables outstanding as at March 31, 2024 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| |Total| | | | |---|---|---|---|---|---|---|---| | | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade payables|MSME*|82|-|-|-|-|82| |Others|1,001|2,025|29|7|43|3,105| | |Disputed dues- Others|8|11|-|-|30|49| | |Total|1,091|2,036|29|7|73|3,236| | Accrued expenses: 6,745 Total: 9,981 * MSME as per the Micro, Small and Medium Enterprises Development Act, 2006. Ageing for trade payables outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | |Total| | |---|---|---|---|---|---|---|---| | | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade payables|Others|1,776|1,903|(2)|11|42|3,730| |Disputed dues- Others|-|-|-|-|29|29| | |Total|1,776|1,903|(2)|11|71|3,759| | File: AR_TCS_2023_2024.md Accrued expenses: 6,756 Total: 10,515 Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # (h) Other financial liabilities Other financial liabilities consist of the following: # Other financial liabilities - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Capital creditors|69|120| |Others|296|233| |Total|365|353| Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2024 and 2023, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by tax authorities, is payable to the seller."
+"# Other financial liabilities - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Accrued payroll|5,760|6,847| |Unclaimed dividends|53|51| |Fair value of foreign exchange derivative liabilities|114|141| |Capital creditors|625|731| |Liabilities towards customer contracts|1,509|1,137| |Others|301|161| |Total|8,362|9,068| # (i) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2024 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|Cash and cash equivalents|-|-|-|9,016|9,016| | |Bank deposits|-|-|-|6,047|6,047| | |Earmarked balances with banks|-|-|-|684|684| | |Investments|2,360|28,184|-|-|31,762| | |Trade receivables|Billed|-|-|44,561|44,561| | |Unbilled|-|-|-|9,159|9,159| | |Loans|-|-|-|493|493| | |Other financial assets|-|-|46|95|2,514| |Total Financial Assets|2,360|28,184|46|95|73,551|1,04,236| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities|Trade payables|-|-|-|9,981|9,981| | |Lease liabilities|-|-|-|8,021|8,021| | |Other financial liabilities|-|-|-|114|8,727| |Total Financial Liabilities|-|-|-|114|26,615|26,729| Loans include inter-corporate deposits of `170 crore, with original maturity period within 24 months. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The carrying value of financial instruments by categories as at March 31, 2023 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|7,123|7,123| |Bank deposits|-|-|-|-|4,558|4,558| |Earmarked balances with banks|-|-|-|-|877|877| |Investments|2,296|29,274|-|-|5,593|37,163| |Trade receivables|Billed|-|-|-|41,198|41,198| |Unbilled|-|-|-|-|9,104|9,104| |Loans|-|-|-|-|1,498|1,498| |Other financial assets|-|-|37|154|1,751|1,942| | |2,296|29,274|37|154|71,702|1,03,463| |Financial liabilities|Trade payables|-|-|-|10,515|10,515| |Lease liabilities|-|-|-|-|7,688|7,688| |Other financial liabilities|-|-|-|141|9,280|9,421| | |-|-|-|141|27,483|27,624| Loans include inter-corporate deposits of `1,016 crore, with original maturity period within 24 months. Carrying amounts of cash and cash equivalents, trade receivables, loans and trade payables as at March 31, 2024 and 2023, approximate the fair value due to their nature. Carrying amounts of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities which are subsequently measured at amortised cost also approximate the fair value due to their nature in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `1,215 crore and `5,587 crore as at March 31, 2024 and 2023, respectively. # (j) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 -- Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 -- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 -- Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): |As at March 31, 2024| | | | | | |---|---|---|---|---|---| |Financial assets|Level 1|Level 2|Level 3| |Total| |Mutual fund units|2,360|-|-|2,360| | |Equity shares| |1|-|31|32| |Government bonds and securities|24,932|-|-|24,932| | |Corporate bonds|3,497|-|-|3,497| | |Commercial papers| |939|-|-|939| |Fair value of foreign exchange derivative assets| |-|141|-|141| | |31,729|141|31| |31,901| |As at March 31, 2023| | | | | | |---|---|---|---|---|---| |Financial assets|Level 1|Level 2|Level 3| |Total| |Mutual fund units|2,296|-|-|2,296| | |Equity shares|-|-| |36|36| |Government bonds and securities|26,314|-|-|26,314| | |Corporate bonds|3,160|-|-|3,160| | |Certificate of deposits|2,951|-|-|2,951| | |Commercial papers|2,400|-|-|2,400| | |Fair value of foreign exchange derivative assets|-|191|-|191| | | |37,121|191| |36|37,348| # Reconciliation of Level 3 fair value measurement of financial assets | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|36|36| |Impairment in value of investments|(6)|(2)| |Translation exchange difference|1|2| |Balance at the end of the year|31|36| # (k) Derivative financial instruments and hedging activity The Group's revenue is denominated in various foreign currencies."
+"Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Group to currency fluctuations. The Board of Directors has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Group which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Group uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount (In million)|Fair value (` crore)|No. of contracts|Notional amount (In million)|Fair value (` crore)| |---|---|---|---|---|---|---| |US Dollar|19|475|6|8|225|13| |Great Britain Pound|29|230|24|22|200|14| |Euro|28|235|16|22|203|10| The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|8|27| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(139)|(376)| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|31|90| |Change in the fair value of effective portion of cash flow hedges|140|351| |Deferred tax on change in the fair value of effective portion of cash flow hedges|(31)|(84)| |Balance at the end of the year|9|8| The Group has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2024 and 2023, the notional amount of outstanding contracts aggregated to `50,982 crore and `47,500 crore, respectively, and the respective fair value of these contracts have a net loss of `19 crore and gain of `13 crore. Exchange gain of `109 crore and loss of `1,162 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the consolidated statement of profit and loss for the years ended March 31, 2024 and 2023, respectively. Net foreign exchange gain / (loss) include loss of `102 crore and `112 crore transferred from cash flow hedging reserve to profit and loss on occurrence of forecasted hedge transactions for the years ended March 31, 2024 and 2023, respectively. Net loss on derivative instruments of `9 crore recognised in cash flow hedging reserve as at March 31, 2024, is expected to be transferred to the statement of profit and loss by March 31, 2025. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2024. Following table summarises approximate gain / (loss) on Group's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |10% Appreciation of the underlying foreign currencies|-|-| |10% Depreciation of the underlying foreign currencies|910|544| # Financial risk management The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Group. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Group's exposure to market risk is primarily on account of foreign currency exchange rate risk. # * Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the consolidated statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities."
+"Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Group, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group's revenue in international business. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the respective functional currencies of Tata Consultancy Services Limited and its subsidiaries. The following analysis has been worked out based on the net exposures for each of the subsidiaries and Tata Consultancy Services Limited as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Group as disclosed in note 8(k). # The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2024: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,753|518|161|3,508| |Net financial liabilities|(7,129)|(253)|(2,185)|(753)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `338 crore for the year ended March 31, 2024. # The following table sets forth information relating to unhedged foreign currency exposure as at March 31, 2023: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|3,869|262|90|2,136| |Net financial liabilities|(11,021)|(657)|(1,536)|(270)| 10% appreciation / depreciation of the respective functional currency of Tata Consultancy Services Limited and its subsidiaries with respect to various foreign currencies would result in increase / decrease in the Group's profit before taxes by approximately `713 crore for the year ended March 31, 2023. # * Interest rate risk The Group's investments are primarily in fixed rate interest bearing investments. Hence, the Group is not significantly exposed to interest rate risk. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Refer note 5 for methods, assumptions and information used to measure expected credit losses. Financial instruments that are subject to credit risk consist of trade receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Inter-corporate deposits of `170 crore are with a financial institution having a high credit-rating assigned by credit-rating agencies. Bank deposits include an amount of `5,197 crore held with two banks having high credit rating which are individually in excess of 10% or more of the Group's total bank deposits as at March 31, 2024. None of the other financial instruments of the Group result in material concentration of credit risk. # * Exposure to credit risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `2,96,130 crore and `1,09,258 crore as at March 31, 2024 and 2023, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables, loans, contract assets and other financial assets. The Group's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables and contract assets as at March 31, 2024 and 2023."
+"# * Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances) and contract assets is as follows: | |As at March 31, 2024|As at March 31, 2024|As at March 31, 2023|As at March 31, 2023| |---|---|---| |Country|Gross%|Net%|Gross%|Net%| |United States of America|42.07|42.67|43.65|44.31| |India|18.68|17.44|15.45|14.06| |United Kingdom|16.56|16.86|16.05|16.37| Geographical concentration of trade receivables (gross and net of allowances) and contract assets is allocated based on the location of the customers. The allowance for lifetime expected credit losses on trade receivables for the years ended March 31, 2024 and 2023, was `98 crore and `126 crore respectively. The reconciliation of allowance for expected credit losses is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|1,213|1,333| |Change during the year|98|126| |Bad debts written off|(118)|(253)| |Translation exchange difference|(3)|7| |Balance at the end of the year|1,190|1,213| # Liquidity risk Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The tables below provide details regarding the contractual maturities of significant financial liabilities as at: # (` crore) # March 31, 2024 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|9,981|-|-|-|9,981| |Lease liabilities|1,959|1,709|3,364|3,070|10,102| |Other financial liabilities|8,255|51|73|245|8,624| | |20,195|1,760|3,437|3,315|28,707| |Derivative financial liabilities|114|-|-|-|114| | |20,309|1,760|3,437|3,315|28,821| # (` crore) # March 31, 2023 | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|10,515|-|-|-|10,515| |Lease liabilities|1,969|1,771|3,185|2,836|9,761| |Other financial liabilities|8,948|51|302|9|9,310| | |21,432|1,822|3,487|2,845|29,586| |Derivative financial liabilities|141|-|-|-|141| | |21,573|1,822|3,487|2,845|29,727| # (m) Equity instruments The authorised, issued, subscribed and fully paid up share capital consist of the following: # (` crore) # As at March 31, 2024 # As at March 31, 2023 | | |March 31, 2024|March 31, 2023| |---|---|---|---| |Authorised|460,05,00,000 equity shares of `1 each|460|460| | |105,02,50,000 preference shares of `1 each|105|105| | | |565|565| |Issued, Subscribed and Fully paid up|361,80,87,518 equity shares of `1 each|362|366| | | |362|366| The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. The Board of Directors at its meeting held on October 11, 2023, approved a proposal to buy-back upto 4,09,63,855 equity shares of the Company for an aggregate amount not exceeding `17,000 crore, being 1.12% of the total paid up equity share capital at `4,150 per equity share. The shareholders approved the same on November 15, 2023, by way of a special resolution through postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 4,09,63,855 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on December 13, 2023. Capital redemption reserve was created to the extent of share capital extinguished (`4 crore). The excess cost of buy-back of `17,046 crore (including `46 crore towards transaction cost of buy-back) over par value of shares and corresponding tax on buy-back of `3,959 crore were offset from retained earnings. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # I. Reconciliation of number of shares | |As at March 31, 2024| | |As at March 31, 2023| | | |---|---|---|---|---|---|---| | |Number of shares|Amount (` crore)|Number of shares|Amount (` crore)| | | |Equity shares| | | | | | | |Opening balance|365,90,51,373| |366|365,90,51,373|366| | |Shares extinguished on buy-back|(4,09,63,855)| |(4)|-|-| | |Closing balance|361,80,87,518| |362|365,90,51,373| |366| # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend."
+"In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III. Shares held by Holding company, its Subsidiaries and Associates | |As at March 31, 2024| |As at March 31, 2023| |---|---|---|---| |Equity shares| | | | |Holding company|259,54,99,419 equity shares (March 31, 2023: 264,43,17,117 equity shares) are held by Tata Sons Private Limited|260|264| |Subsidiaries and Associates of Holding company| | | | |7,220 equity shares (March 31, 2023: 7,220 equity shares) are held by Tata Industries Limited*|-|-| | |10,14,172 equity shares (March 31, 2023: 10,14,172 equity shares) are held by Tata Investment Corporation Limited*|-|-| | |46,798 equity shares (March 31, 2023: 46,798 equity shares) are held by Tata Steel Limited*|-|-| | |766 equity shares (March 31, 2023: 766 equity shares) are held by The Tata Power Company Limited*|-|-| | | |260| |264| *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2024| |As at March 31, 2023| |---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|259,54,99,419|264,43,17,117| |% of shareholding| |71.74%|72.27%| # V. Equity shares movement during five years preceding March 31, 2024 * Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in the quarter ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. * Equity shares extinguished on buy-back The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share. The equity shares bought back were extinguished on March 29, 2022. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. # VI. Disclosure of Shareholding of Promoters Disclosure of shareholding of promoters as at March 31, 2024 is as follows: |Promoter name|Shares held by promoters|% Change during the year| |---|---|---| |Tata Sons Private Limited|<br/>No. of shares|% of total shares| |2,595,499,419|71.74%| |No. of shares|% of total shares| |2,644,317,117|72.27%| (0.53)% Total |No. of shares|% of total shares| |---|---| |2,595,499,419|71.74%| |No. of shares|% of total shares| |2,644,317,117|72.27%| (0.53)% Disclosure of shareholding of promoters as at March 31, 2023 is as follows: |Promoter name|Shares held by promoters|% Change during the year| |---|---|---| |Tata Sons Private Limited|<br/>No. of shares|% of total shares| |2,644,317,117|72.27%| |No. of shares|% of total shares| |2,644,317,117|72.27%| - Total |No. of shares|% of total shares| |---|---| |2,644,317,117|72.27%| |No. of shares|% of total shares| |2,644,317,117|72.27%| - # 9) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. # Group as a lessee The Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located."
+"The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements File: AR_TCS_2023_2024.md The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. For leases with reasonably similar characteristics, the Group, on a lease-by-lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Group recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the re-measurement in statement of profit and loss. The Group has elected not to apply the requirements of Ind AS 116- Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. # Group as a lessor At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Group is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Group applies Ind AS 115- Revenue from contracts with customers to allocate the consideration in the contract."
+"# The details of the right-of-use assets held by the Group is as follows: |Particulars|Additions for the year ended March 31, 2024|Net carrying amount as at March 31, 2024| |---|---|---| |Leasehold land|-|929| |Buildings|1,928|6,631| |Leasehold improvements|-|25| |Computer equipment|125|202| |Software licences|-|60| |Vehicles|18|34| |Office equipment|1|3| |Furniture and fixtures|2|2| |Total|2,074|7,886| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements | |Additions for the year ended March 31, 2023|Net carrying amount as at March 31, 2023| |---|---|---| |Leasehold land|179|940| |Buildings|1,236|6,330| |Leasehold improvements|14|30| |Computer equipment|73|125| |Software licences|-|96| |Vehicles|17|34| |Office equipment|1|5| |Total|1,520|7,560| # Depreciation on right-of-use assets is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Leasehold land|11|10| |Buildings|1,593|1,530| |Leasehold improvements|8|6| |Computer equipment|47|32| |Software licences|36|37| |Vehicles|18|16| |Office equipment|3|3| |Furniture and fixtures|-*|-| |Total|1,716|1,634| *Represents value less than `0.50 crore. Interest on lease liabilities is `518 crore and `492 crore for the years ended March 31, 2024 and 2023, respectively. The Group incurred `353 crore and `318 crore for the years ended March 31, 2024 and 2023, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `2,515 crore and `2,538 crore for the years ended March 31, 2024 and 2023, respectively, including cash outflow for short term leases and leases of low-value assets. The Group has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods is `815 crore and `786 crore as at March 31, 2024 and 2023, respectively. Lease contracts entered by the Group majorly pertain for buildings taken on lease to conduct its business in the ordinary course. The Group does not have any lease restrictions and commitment towards variable rent as per the contract. # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 10) Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives as prescribed in Schedule II of the Companies Act, 2013 except in respect of certain categories of assets, where the useful life of the assets has been assessed based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years*| |Leasehold improvements|Lease term| |Plant and equipment|10 years*| |Computer equipment|4 years*| |Vehicles|4 years*| |Office equipment|2-5 years*| |Electrical installations|4-10 years*| |Furniture and fixtures|5 years*| * The Group believes that the technically evaluated useful lives, different from Schedule II of the Companies Act, 2013, best represent the period over which these assets are expected to be used. Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss."
+"Integrated Annual Report 2023-24 # 208 Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2023|354|8,066|2,673|828|13,435|43|2,815|2,138|1,992|32,344| |Additions|-|217|195|56|970|6|215|96|168|1,923| |Disposals|-|(4)|(98)|(3)|(279)|(4)|(53)|(39)|(22)|(502)| |Translation exchange difference|-|1|7|(3)|73|-|(1)|7|4|88| |Cost as at March 31, 2024|354|8,280|2,777|878|14,199|45|2,976|2,202|2,142|33,853| |Accumulated depreciation as at April 1, 2023|-|(3,744)|(1,945)|(458)|(10,025)|(36)|(2,487)|(1,646)|(1,773)|(22,114)| |Depreciation|-|(413)|(182)|(86)|(1,682)|(4)|(192)|(134)|(97)|(2,790)| |Disposals|-|4|98|2|276|3|50|37|22|492| |Translation exchange difference|-|(1)|(7)|3|(52)|-|-|(5)|(3)|(65)| |Accumulated depreciation as at March 31, 2024|-|(4,154)|(2,036)|(539)|(11,483)|(37)|(2,629)|(1,748)|(1,851)|(24,477)| |Net carrying amount as at March 31, 2024|354|4,126|741|339|2,716|8|347|454|291|9,376| |Capital work-in-progress*|1,564|1,564|1,564|1,564|1,564|1,564|1,564|1,564|1,564|1,564| |Total|10,940|10,940|10,940|10,940|10,940|10,940|10,940|10,940|10,940|10,940| *`1,923 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2024. |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2022|352|7,829|2,569|770|12,087|39|2,686|2,062|1,906|30,300| |Additions|-|234|72|56|1,628|8|180|67|69|2,314| |Disposals|-|(5)|(15)|-|(342)|(4)|(69)|(9)|(14)|(458)| |Translation exchange difference|2|8|47|2|62|-|18|18|31|188| |Cost as at March 31, 2023|354|8,066|2,673|828|13,435|43|2,815|2,138|1,992|32,344| |Accumulated depreciation as at April 1, 2022|-|(3,343)|(1,736)|(377)|(8,563)|(35)|(2,315)|(1,503)|(1,654)|(19,526)| |Depreciation|-|(398)|(186)|(80)|(1,755)|(4)|(219)|(140)|(110)|(2,892)| |Disposals|-|4|15|-|340|3|62|9|14|447| |Translation exchange difference|-|(7)|(38)|(1)|(47)|-|(15)|(12)|(23)|(143)| |Accumulated depreciation as at March 31, 2023|-|(3,744)|(1,945)|(458)|(10,025)|(36)|(2,487)|(1,646)|(1,773)|(22,114)| |Net carrying amount as at March 31, 2023|354|4,322|728|370|3,410|7|328|492|219|10,230| |Capital work-in-progress*|1,234|1,234|1,234|1,234|1,234|1,234|1,234|1,234|1,234|1,234| |Total|11,464|11,464|11,464|11,464|11,464|11,464|11,464|11,464|11,464|11,464| *`2,314 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2023. # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Capital work-in-progress * Capital work-in-progress ageing Ageing for capital work-in-progress as at March 31, 2024 is as follows: |Capital work-in-progress|Amount in Capital work-in-progress for a period of|Total| | | | |---|---|---|---|---|---| |Projects in progress|Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |1,010|160|58|336|1,564| Ageing for capital work-in-progress as at March 31, 2023 is as follows: |Capital work-in-progress| |Amount in Capital work-in-progress for a period of| | |Total| |---|---|---|---|---|---| |Projects in progress|Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |658|212|42|322|1,234| Project execution plans are modulated basis capacity requirement assessment on an annual basis and all the projects are executed as per rolling annual plan. # (b) Goodwill Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. The financial projections basis which the future cash flows have been estimated consider economic uncertainties, reassessment of the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Goodwill consists of the following: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Balance at the beginning of the period|1,858|1,787| |Translation exchange difference|(26)|71| |Balance at the end of the period|1,832|1,858| Goodwill of `689 crore and `685 crore as at March 31, 2024 and 2023, respectively, has been allocated to the TCS business in France. The estimated value-in-use of this CGU is based on the future cash flows using a 1.50% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 8.67%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. The remaining amount of goodwill of `1,143 crore and `1,173 crore as at March 31, 2024 and 2023, respectively, (relating to different CGUs individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # (c) Other intangible assets Intangible assets purchased including acquired in business combination, are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences and customer-related intangibles."
+"Following table summarises the nature of intangibles and their estimated useful lives: |Type of asset|Useful lives| |---|---| |Rights under licensing agreement and software licences|Lower of licence period and 2-5 years| |Customer-related intangibles|3 years| Intangible assets are amortised on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. # Intangible assets consist of the following: | |Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2023|1,892|126|2,018| |Additions|131|-|131| |Disposals / Derecognised|(18)|-|(18)| |Translation exchange difference|(1)|1|-| |Cost as at March 31, 2024|2,004|127|2,131| |Accumulated amortisation as at April 1, 2023|(1,025)|(126)|(1,151)| |Amortisation|(479)|-|(479)| |Disposals / Derecognised|11|-|11| |Translation exchange difference|(1)|(1)|(2)| |Accumulated amortisation as at March 31, 2024|(1,494)|(127)|(1,621)| |Net carrying amount as at March 31, 2024|510|-|510| | |Rights under licensing agreement and software licences|Customer-related intangibles|Total| |---|---|---|---| |Cost as at April 1, 2022|1,697|121|1,818| |Additions|262|-|262| |Disposals / Derecognised|(73)|-|(73)| |Translation exchange difference|6|5|11| |Cost as at March 31, 2023|1,892|126|2,018| |Accumulated amortisation as at April 1, 2022|(596)|(121)|(717)| |Amortisation|(496)|-|(496)| |Disposals / Derecognised|73|-|73| |Translation exchange difference|(6)|(5)|(11)| |Accumulated amortisation as at March 31, 2023|(1,025)|(126)|(1,151)| |Net carrying amount as at March 31, 2023|867|-|867| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The estimated amortisation for the years subsequent to March 31, 2024 is as follows: |Year ending March 31|Amortisation expense (` crore)| |---|---| |2025|305| |2026|111| |2027|74| |2028|20| |Total|510| # (d) Other assets Other assets consist of the following: # Other assets - Non-current | |As at March 31, 2024 (` crore)|As at March 31, 2023 (` crore)| |---|---|---| |Considered good| | | |Capital advances|88|68| |Advances to related parties|196|63| |Contract assets|295|215| |Prepaid expenses|2,557|2,138| |Contract fulfillment costs|247|114| |Others|213|208| |Total|3,596|2,806| Advances to related parties, considered good, comprise: |Entity|As at March 31, 2024 (` crore)|As at March 31, 2023 (` crore)| |---|---|---| |Voltas Limited|-|-*| |Tata Realty and Infrastructure Limited|-*|-*| |Tata Projects Limited|191|54| |Titan Engineering and Automation Limited|3|-| |Saankhya Labs Private Limited|-|8| |Universal MEP Projects & Engineering Services Limited|2|1| *Represents value less than `0.50 crore. # Other assets - Current | |As at March 31, 2024 (` crore)|As at March 31, 2023 (` crore)| |---|---|---| |Considered good| | | |Advance to suppliers|174|91| |Advance to related parties|967|9| |Contract assets|5,846|5,616| |Prepaid expenses|2,055|1,494| |Prepaid rent|-|20| |Contract fulfillment costs|1,588|1,035| |Indirect taxes recoverable|1,288|1,049| |Others|349|393| |Considered doubtful| | | |Advance to suppliers|2|2| |Other advances|4|4| |Less: Allowance for doubtful assets|(6)|(6)| |Total|12,267|9,707| # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Advance to related parties, considered good comprise:| | | |Tata Sons Private Limited|-|7| |Tata AIG General Insurance Company Limited|7|1| |Titan Company Limited|-|1| |Tejas Networks Limited|960|-| Non-current - Others includes advance of `177 crore and `177 crore towards acquiring right-of-use of leasehold land as at March 31, 2024 and 2023, respectively. Contract fulfillment costs of `838 crore and `967 crore for the years ended March 31, 2024 and 2023, respectively, have been amortised in the consolidated statement of profit and loss. Refer note 12 for changes in contract assets. # (e) Inventories Inventories consists of a) Raw materials, sub-assemblies and components, b) Work-in-progress, c) Stores and spare parts and d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Group includes direct material and labour cost and a proportion of manufacturing overheads. | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Raw materials, sub-assemblies and components|28|23| |Finished goods and work-in-progress|-*|5| | |28|28| *Represents value less than `0.50 crore."
+"# (f) Other liabilities Other liabilities consist of the following: # Other liabilities - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Advance received from customers|1,841|543| |Indirect taxes payable and other statutory liabilities|4,330|4,119| |Others|353|230| | |6,524|4,892| # (g) Provisions Provisions consist of the following: # Provisions - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Provision towards legal claim (Refer note 20)|-|206| |Provision for foreseeable loss|97|101| |Other provisions|43|38| | |140|345| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 11) Other equity Other equity consist of the following: | |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---|---| |Capital reserve| |75|75| |Capital redemption reserve|Opening balance|440|440| | |Transfer from retained earnings|4|-| | | |444|440| |Special Economic Zone re-investment reserve|Opening balance|11,809|7,287| | |Transfer from retained earnings|9,875|8,380| | |Transfer to retained earnings|(5,450)|(3,858)| | | |16,234|11,809| |Retained earnings|Opening balance|74,722|78,158| | |Profit for the year|45,908|42,147| | |Remeasurement of defined employee benefit plans|(13)|275| | |Expenses for buy-back of equity shares|(46)|-| | |Tax on buy-back of equity shares|(3,959)|-| | |Buy-back of equity shares|(16,996)|-| | |Transfer from Special Economic Zone re-investment reserve|5,450|3,858| | |Purchase of non-controlling interests|-|(8)| | | |1,05,066|1,24,430| | |Less: Appropriations| | | | |Dividend on equity shares|25,137|41,347| | |Transfer to capital redemption reserve|4|-| | |Transfer to Special Economic Zone re-investment reserve|9,875|8,380| | |Transfer from statutory reserve|17|(19)| | | |70,033|74,722| |Statutory reserve|Opening balance|143|162| | |Transfer to retained earnings|17|(19)| | | |160|143| |Investment revaluation reserve|Opening balance|41|488| | |Change during the year (net)|194|(447)| | | |235|41| |Cash flow hedging reserve (Refer note 8(k))|Opening balance|(20)|(26)| | |Change during the year (net)|11|6| | | |(9)|(20)| |Foreign currency translation reserve|Opening balance|2,848|2,189| | |Change during the year (net)|107|659| | | |2,955|2,848| | | |90,127|90,058| # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 12) Revenue recognition The Group earns revenue primarily from providing IT services, consulting and business solutions. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Group is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Group is acting as the principal or as an agent of the customer. The Group recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. The Group's contracts with customers could include promises to transfer multiple products and services to a customer. The Group assesses the products / services promised in a contract and identifies distinct performance obligations in the contract."
+"Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Group allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements Contract assets are recognised when there are excess of revenues earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there are billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Group recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Group disaggregates revenue from contracts with customers by nature of services, industry verticals and geography. # Revenue disaggregation by nature of services is as follows: |(` crore)|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Consultancy services|2,38,135|2,23,332| |Sale of equipment and software licences|2,758|2,126| |Total|2,40,893|2,25,458| Revenue disaggregation by industry vertical and geography has been included in segment information (Refer note 19). File: AR_TCS_2023_2024.md While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Group has applied the practical expedient in Ind AS 115. Accordingly, the Group has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc)."
+"The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is `1,65,314 crore out of which 47.69% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Changes in contract assets are as follows: |(` crore)|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|5,831|4,419| |Invoices raised that were included in the contract assets balance at the beginning of the year|(3,933)|(3,305)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|4,182|4,519| |Translation exchange difference|61|198| |Balance at the end of the year|6,141|5,831| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|4,846|4,745| |Revenue recognised that was included in the unearned and deferred revenue balance at the beginning of the year|(4,178)|(3,071)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|3,469|3,088| |Translation exchange difference|(15)|84| |Balance at the end of the year|4,122|4,846| # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Contracted price|2,44,803|2,28,932| |Reductions towards variable consideration components|(3,910)|(3,474)| |Revenue recognised|2,40,893|2,25,458| The reduction towards variable consideration comprises of volume discounts, service level credits, etc. # Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Interest income|3,781|3,248| |Dividend income|41|15| |Net gain on disposal / fair valuation of investments carried at fair value through profit or loss|301|220| |Net gain on sale of investments other than equity shares carried at fair value through OCI|11|4| |Net gain on disposal of property, plant and equipment|7|26| |Net gain / (loss) on lease modification|7|(2)| |Net foreign exchange gain / (loss)|223|(159)| |Other income|51|97| |Total|4,422|3,449| # Interest income comprise: - Interest on bank balances and bank deposits: 751 (291) - Interest on financial assets carried at amortised cost: 398 (657) - Interest on financial assets carried at fair value through OCI: 2,198 (2,131) - Other interest (including interest on tax refunds): 434 (169) # Dividend income comprise: - Dividend from mutual fund units and other investments: 41 (15) # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 14) Employee benefits # Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Group provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. # Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Group provides benefits such as superannuation, provident fund (other than Company managed fund) and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service."
+"A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date using the Projected Unit Credit Method. # Employee benefit expenses consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Salaries, incentives and allowances|1,25,432|1,14,359| |Contributions to provident and other funds|10,962|9,644| |Staff welfare expenses|3,737|3,519| |Total|1,40,131|1,27,522| # Employee benefit obligations consist of the following: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Gratuity liability|15|11| |Foreign defined benefit plans|502|383| |Other employee benefit obligations|169|142| |Total|686|536| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Employee benefit obligations - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Compensated absences|4,480|4,027| |Other employee benefit obligations|39|38| |Total|4,519|4,065| # Employee benefit plans consist of the following: Gratuity and pension In accordance with Indian law, Tata Consultancy Services Limited and its subsidiaries in India operate a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas subsidiaries of the Company also provide for retirement benefit pension plans in accordance with the local laws."
+"# The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: | |Year ended March 31, 2024|Year ended March 31, 2024|Year ended March 31, 2024|Year ended March 31, 2024|Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2023| |---|---|---| | |Domestic plans|Domestic plans|Foreign plans|Foreign plans|Domestic plans|Domestic plans|Foreign plans|Foreign plans| |Change in benefit obligations|funded|unfunded|funded|unfunded|funded|unfunded|funded|unfunded| |Benefit obligations, beginning of the year|4,667|3|1,833|294|4,482|3|2,294|269| |Translation exchange|-|-|26|13|-|-|94|29| |Plan participants' contribution|-|-|20|-|-|-|18|-| |Service cost|485|-|33|82|515|-|37|50| |Interest cost|363|-|57|18|332|-|30|11| |Remeasurement of the net defined benefit liability|168|-|(16)|10|(158)|-|(627)|(39)| |Past service cost / (credit)|-|-|6|6|-|-|(7)|-| |Benefits paid|(383)|-|(61)|(31)|(504)|-|(6)|(26)| |Benefit obligations, end of the year|5,300|3|1,898|392|4,667|3|1,833|294| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements | |Year ended March 31, 2024|Year ended March 31, 2024|Year ended March 31, 2024|Year ended March 31, 2024|Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2023|Year ended March 31, 2023| |---|---|---| | |Domestic plans funded|Domestic plans unfunded|Foreign plans funded|Foreign plans unfunded|Domestic plans funded|Domestic plans unfunded|Foreign plans funded|Foreign plans unfunded| |Change in plan assets|6,405|-|1,929|-|5,527|-|2,132|-| |Fair value of plan assets, beginning of the year|8,334| |7,659| | | | | | |Translation exchange|-|-|26|-|-|-|111|-| |Interest income|501|-|61|-|425|-|26|-| |Employers' contributions|601|-|53|-|1,060|-|19|-| |Plan participants' contribution|-|-|20|-|-|-|18|-| |Benefits paid|(383)|-|(61)|-|(504)|-|(6)|-| |Remeasurement- return on plan assets excluding amount included in interest income|110|-|50|-|(103)|-|(371)|-| |Fair value of plan assets, end of the year|7,234|-|2,078|-|6,405|-|1,929|-| | | |As at March 31, 2024| | | | | | |As at March 31, 2023| | | |---|---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans funded|Domestic plans unfunded|Foreign plans funded|Foreign plans unfunded|Domestic plans funded|Domestic plans unfunded|Foreign plans funded|Foreign plans unfunded| | | | |Funded status|Deficit of plan assets over obligations|(12)|(3)|(110)|(392)| |(8)|(3)|(89)|(294)| | |Surplus of plan assets over obligations|1,946|-|290|-| | |1,746|-|185|-| | | |1,934|(3)|180|(392)| |1,719|1,738|(3)|96|(294)| | | | |As at March 31, 2024| | | | | |As at March 31, 2023| | | |---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans funded|Domestic plans unfunded|Foreign plans funded|Foreign plans unfunded|Domestic plans funded|Domestic plans unfunded|Foreign plans funded|Foreign plans unfunded| | | |Category of assets|Corporate bonds|1,960|-|371|-|1,832|-|287|-| | | |Equity instruments|201|-|375|-|121|-|352|-| | | |Government bonds and securities|3,172|-|-|-|2,917|-|-|-| | | |Insurer managed funds|1,734|-|607|-|1,390|-|543|-| | | |Bank balances|22|-|78|-|16|-|94|-| | | |Others|145|-|647|-|129|-|653|-| | | |7,234| |-|2,078|-|6,405|-|1,929|-| | Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements Net periodic gratuity / pension cost, included in employee cost consists of the following components: |(` crore)| | |Year ended March 31, 2024| | | | |Year ended March 31, 2023| | | |---|---|---|---|---|---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total|Domestic|Domestic|Foreign|Foreign|Total| |plans|funded|unfunded|funded|unfunded|plans|funded|unfunded|funded|unfunded| | |Service cost|485|-|33|82|600|515|-|37|50|602| |Net interest on net defined benefit (asset) / liability|(138)|-|(4)|18|(124)|(93)|-|4|11|(78)| |Past service cost / (credit)|-|-|6|6|12|-|-|(7)|-|(7)| |Net periodic gratuity / pension cost|347|-|35|106|488|422|-|34|61|517| |Actual return on plan assets|611|-|111|-|722|322|-|(345)|-|(23)| # Remeasurement of the net defined benefit (asset) / liability: |(` crore)| |Year ended March 31, 2024| | | | | | |---|---|---|---|---|---|---|---| | |Domestic|Domestic|Foreign|Foreign|Total| | | |plans|funded|unfunded|funded|unfunded| | | | |Actuarial gains arising from changes in demographic assumptions| | |(2)|-|(4)|(3)|(9)| |Actuarial (gains) and losses arising from changes in financial assumptions| | |67|-|(43)|10|34| |Actuarial losses arising from changes in experience adjustments| |103| |-|31|3|137| |Remeasurement of the net defined benefit liability| |168| |-|(16)|10|162| |Remeasurement- return on plan assets excluding amount included in interest income| |(110)|-| |(50)|-|(160)| | | | |58|-|(66)|10|2| # Year ended March 31, 2023 |(` crore)| | | |Year ended March 31, 2023| | | |---|---|---|---|---|---|---| |Domestic|Domestic|Foreign|Foreign|Total| | | |plans|funded|unfunded|funded|unfunded| | | |Actuarial losses arising from changes in demographic assumptions| |30|-|-|5|35| |Actuarial gains arising from changes in financial assumptions|(164)| |-|(625)|(47)|(836)| |Actuarial (gains) and losses arising from changes in experience adjustments|(24)| |-|(2)|3|(23)| |Remeasurement of the net defined benefit liability|(158)| |-|(627)|(39)|(824)| |Remeasurement- return on plan assets excluding amount included in interest income|103|-| |371|-|474| | |(55)| |-|(256)|(39)|(350)| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The assumptions used in accounting for the defined benefit plan are set out below: | |Year ended March 31, 2024| |Year ended March 31, 2023| | |---|---|---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|7.00%- 7.25%|1.57%- 9.40%|7.25%- 7.50%|2.16%- 9.40%| |Rate of increase in compensation levels of covered employees|5.00%- 10.00%|1.75%- 7.00%|4.00%- 8.00%|1.50%- 7.00%| |Rate of return on plan assets|7.00%- 7.25%|1.57%- 9.40%|7.25%- 7.50%|2.16%- 9.40%| |Weighted average duration of defined benefit obligations|2-11 Years|3-27 Years|2-13 Years|3-28 Years| Future mortality assumptions are taken based on the published statistics by the Insurance Regulatory and Development Authority of India. The expected benefits are based on the same assumptions as are used to measure Group's defined benefit plan obligations as at March 31, 2024."
+"The Group is expected to contribute `40 crore to defined benefit plan obligations funds for the year ending March 31, 2025 comprising domestic component of `8 crore and foreign component of `32 crore. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. # If the discount rate increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | | |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---|---|---| |Increase of 0.50%|(272)|(265)| | | |Decrease of 0.50%|300|290| | | # If the expected salary growth increases / decreases by 0.50%, the defined benefit obligations would increase / (decrease) as follows: | |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---|---| |Increase of 0.50%| |163|155| |Decrease of 0.50%| |(157)|(147)| The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset-Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements The defined benefit obligations shall mature after year ended March 31, 2024 as follows: |Year ending March 31,|Defined benefit obligations| |---|---| |2025|947| |2026|764| |2027|773| |2028|764| |2029|720| |2030-2034|2,989| # Provident fund In accordance with Indian law, all eligible employees of Tata Consultancy Services Limited in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of the Company's contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised as an expense in profit and loss under employee benefit expenses. The details of fund and plan assets are given below: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Fair value of plan assets|29,170|25,511| |Present value of defined benefit obligations|(29,170)|(25,511)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds."
+"The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Discount rate|7.25%|7.50%| |Average remaining tenure of investment portfolio|6 years|7 years| |Guaranteed rate of return|8.25%|8.15%| The Group expensed `1,698 crore and `1,628 crore for the years ended March 31, 2024 and 2023, respectively, towards provident fund. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Group makes monthly contributions until retirement or resignation of the employee. The Group recognises such contributions as an expense when incurred. The Group has no further obligation beyond its monthly contribution. The Group expensed `452 crore and `394 crore for the years ended March 31, 2024 and 2023, respectively, towards Employees' Superannuation Fund. # Foreign defined contribution plans The Group expensed `2,529 crore and `2,109 crore for the years ended March 31, 2024 and 2023, respectively, towards foreign defined contribution plans. # 15) Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for expected credit losses and doubtful advances (net) and other expenses. Other expenses are aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc. # (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Raw materials, sub-assemblies and components consumed|42|37| |Equipment and software licences purchased|3,655|1,846| | |3,697|1,883| |Finished goods and work-in-progress| | | |Opening stock|5|3| |Less: Closing stock|-*|5| | |5|(2)| | |3,702|1,881| *Represents value less than `0.50 crore. # (b) Other expenses Other expenses consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Fees to external consultants|15,820|21,337| |Facility expenses|3,100|2,655| |Travel expenses|2,970|2,675| |Communication expenses|2,261|2,246| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|114|140| |Other expenses|8,499|7,743| | |32,764|36,796| Other expenses include `4,017 crore and `3,488 crore for the years ended March 31, 2024 and 2023, respectively, towards project expenses. # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 16) Finance costs Finance costs consist of the following: |(` crore)|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Interest on lease liabilities|518|492| |Interest on tax matters|30|46| |Other interest costs|230|241| |Total|778|779| # 17) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes The current income tax expense includes income taxes payable by the Company and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian income tax payable on income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). The current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. The current income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach."
+"Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination, affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # The income tax expense consists of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Current tax| | | |Current tax expense for current year|16,284|15,389| |Current tax benefit pertaining to prior years|(420)|(632)| | |15,864|14,757| |Deferred tax| | | |Deferred tax expense / (benefit) for current year|3|(130)| |Deferred tax expense / (benefit) pertaining to prior years|31|(23)| | |34|(153)| | |15,898|14,604| # The reconciliation of estimated income tax expense at Indian statutory income tax rate to income tax expense reported in consolidated statement of profit and loss is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Profit before tax|61,997|56,907| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|21,664|19,887| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(6,407)|(5,112)| |Income exempt from tax|(522)|(236)| |Undistributed earnings in branches and subsidiaries|111|276| |Tax on income at different rates|891|508| |Tax pertaining to prior years|(389)|(655)| |Effect of tax rate change under new regime|441|-| |Others (net)|109|(64)| |Total income tax expense|15,898|14,604| File: AR_TCS_2023_2024.md Tata Consultancy Services Limited benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011, profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements Significant components of net deferred tax assets and liabilities for the year ended March 31, 2024 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / Utilisation|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|686|52|-|-|1|739| |Provision for employee benefits|1,056|84|(24)|-|(8)|1,108| |Cash flow hedges|6|-|(3)|-|-|3| |Receivables, financial assets at amortised cost|438|(15)|-|-|(1)|422| |Branch profit tax|(135)|35|-|-|-|(100)| |Undistributed earnings of subsidiaries|(534)|(146)|-|-|-|(680)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(84)|(2)|(37)|-|(3)|(126)| |Lease liabilities and right-of-use assets|250|20|-|-|-|270| |Others|832|(62)|-|-|20|790| |Total|2,515|(34)|(64)|-|9|2,426| # Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|862|123|739| |Provision for employee benefits|1,149|41|1,108| |Cash flow hedges|3|-|3| |Receivables, financial assets at amortised cost|422|-|422| |Branch profit tax|-|100|(100)| |Undistributed earnings of subsidiaries|-|680|(680)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(124)|2|(126)| |Lease liabilities|1,314|-|1,314| |Right-of-use assets|(1,044)|-|(1,044)| |Others|821|31|790| |Total|3,403|977|2,426| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements Significant components of net deferred tax assets and liabilities for the year ended March 31, 2023 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / Utilisation|Exchange difference|Closing balance| |---|---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|434|250|-|-|2|686| |Provision for employee benefits|1,042|73|(62)|-|3|1,056| |Cash flow hedges|7|-|(1)|-|-|6| |Receivables, financial assets at amortised cost|471|(46)|-|-|13|438| |MAT credit entitlement|975|-|-|(975)|-|-| |Branch profit tax|(77)|(58)|-|-|-|(135)| |Undistributed earnings of subsidiaries|(355)|(179)|-|-|-|(534)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(320)|(1)|234|-|3|(84)| |Lease liabilities and right-of-use assets|241|5|-|-|4|250| |Others|700|109|-|-|23|832| |Total|3,118|153|171|(975)|48|2,515| Gross deferred tax assets and liabilities are as follows: | |Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|788|102|686| |Provision for employee benefits|1,065|9|1,056| |Cash flow hedges|6|-|6| |Receivables, financial assets at amortised cost|438|-|438| |Branch profit tax|-|135|(135)| |Undistributed earnings of subsidiaries|-|534|(534)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(83)|1|(84)| |Lease liabilities|1,152|-|1,152| |Right-of-use assets|(902)|-|(902)| |Others|843|11|832| |Total|3,307|792|2,515| Under the Income-tax Act, 1961, unabsorbed business losses expire 8 years after the year in which they originate. In respect of certain foreign subsidiaries, business losses can be carried forward indefinitely unless there is a substantial change in the ownership. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements Unrecognised deferred tax assets relate primarily to business losses and tax credit entitlements which do not qualify for recognition as per the applicable accounting standards. These unabsorbed business losses will expire based on the year of origination as follows: |March 31,|Unabsorbed business losses (` crore)| |---|---| |2027|1| |2028|-| |Thereafter|39| | |40| Under the Income-tax Act, 1961, Tata Consultancy Services Limited is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. Deferred tax liability on temporary differences of `7,473 crore as at March 31, 2024, associated with investments in subsidiaries, has not been recognised, as it is the intention of Tata Consultancy Services Limited to reinvest the earnings of these subsidiaries for the foreseeable future. # Direct tax contingencies The Company and its subsidiaries have ongoing disputes with income tax authorities in India and in some of the other jurisdictions where they operate. The disputes relate to tax treatment of certain expenses claimed as deduction, computation or eligibility of tax incentives and allowances and characterisation of fees for services received. Contingent liability in respect of tax demands received from direct tax authorities in India and other jurisdictions is `1,871 crore and `1,542 crore as at March 31, 2024 and 2023, respectively. These demand orders are being contested by the Company and its subsidiaries based on the management evaluation and advise of tax consultants. In respect of tax contingencies of `318 crore and `318 crore as at March 31, 2024 and 2023, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited."
+"The Group periodically receives notices and inquiries from income tax authorities related to the Group's operations in the jurisdictions it operates in. The Group has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2022 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2020 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2019 and earlier. # 18) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The Company did not have any potentially dilutive securities in any of the periods presented. | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Profit for the year attributable to shareholders of the Company (` crore)|45,908|42,147| |Weighted average number of equity shares|364,68,51,755|365,90,51,373| |Basic and diluted earnings per share (`)|125.88|115.19| |Face value per equity share (`)|1|1| Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 19) Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing Director. The Group has identified business segments ('industry vertical') as reportable segments. The business segments comprise: 1. Banking, Financial Services and Insurance 2. Manufacturing 3. Consumer Business 4. Communication, Media and Technology 5. Life Sciences and Healthcare 6. Others such as Energy, Resources and Utilities, s-Governance and Products Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. The assets and liabilities of the Group are used interchangeably amongst segments. Allocation of such assets and liabilities is not practicable and any forced allocation would not result in any meaningful segregation. Hence assets and liabilities have not been identified to any of the reportable segments. Summarised segment information for the years ended March 31, 2024 and 2023, is as follows: # Year ended March 31, 2024 | |Banking, Financial Services and Insurance|Manufacturing|Consumer Business|Communication, Media and Technology|Life Sciences and Healthcare|Others|Total| |---|---|---|---|---|---|---|---| |Revenue from operations|90,928|23,491|39,357|39,391|26,745|20,981|2,40,893| |Segment result|23,574|7,268|10,252|10,918|7,611|4,673|64,296| |Total unallocable expenses*| | | | | | |6,721| |Operating income| | | | | | |57,575| |Other income| | | | | | |4,422| |Profit before tax| | | | | | |61,997| |Tax expense| | | | | | |15,898| |Profit for the year| | | | | | |46,099| |Depreciation and amortisation expense (unallocable)| | | | | | |4,985| |Significant non-cash items (allocable)|-13|22|3|-|9|92|113| *Includes settlement of legal claim of `958 crore (Refer note 20). # Year ended March 31, 2023 | |Banking, Financial Services and Insurance|Manufacturing|Consumer Business|Communication, Media and Technology|Life Sciences and Healthcare|Others|Total| |---|---|---|---|---|---|---|---| |Revenue from operations|86,127|21,236|37,506|37,653|24,605|18,331|2,25,458| |Segment result|22,345|5,842|9,636|10,667|6,894|3,875|59,259| |Total unallocable expenses| | | | | | |5,801| |Operating income| | | | | | |53,458| |Other income| | | | | | |3,449| |Profit before tax| | | | | | |56,907| |Tax expense| | | | | | |14,604| |Profit for the year| | | | | | |42,303| |Depreciation and amortisation expense (unallocable)| | | | | | |5,021| |Significant non-cash items (allocable)|32|6|6|5|25|65|139| # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Information regarding geographical revenue is as follows: |Geography|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Americas| | | |North America|1,23,094|1,20,336| |Latin America|4,845|4,000| |Europe| | | |United Kingdom|39,852|33,861| |Continental Europe|35,772|33,575| |Asia Pacific|18,851|18,132| |India|13,562|11,271| |Middle East and Africa|4,917|4,283| |Total|2,40,893|2,25,458| Geographical revenue is allocated based on the location of the customers."
+"# Information regarding geographical non-current assets is as follows: |Geography|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Americas| | | |North America|2,198|1,899| |Latin America|960|1,056| |Europe| | | |United Kingdom|1,362|1,487| |Continental Europe|2,456|2,422| |Asia Pacific|917|848| |India|18,307|19,254| |Middle East and Africa|164|178| |Total|26,364|27,144| Geographical non-current assets (property, plant and equipment, right-of-use assets, goodwill, other intangible assets, income tax assets and other non-current assets) are allocated based on the location of the assets. # Information about major customers No single customer represents 10% or more of the Group's total revenue for the years ended March 31, 2024 and 2023, respectively. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 20) Commitments and contingencies # Capital commitments The Group has contractually committed (net of advances) `2,032 crore and `1,543 crore as at March 31, 2024 and 2023, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters Refer note 17. - Indirect tax matters The Company and its subsidiaries have ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company and its subsidiaries have demands amounting to `1,161 crore and `568 crore as at March 31, 2024 and 2023, respectively, from various indirect tax authorities which are being contested by the Company and its subsidiaries based on the management evaluation and advice of tax consultants. - Other claims Claims aggregating `226 crore and `277 crore as at March 31, 2024 and 2023, respectively, against the Group have not been acknowledged as debts. In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. Pursuant to an initial unfavourable judgment from the District Court, the Appeals court re-affirmed the order of compensatory damages of `1,167 crore (US $140 million) and remanded back to the District Court to reassess matter relating to punitive damages (to limit maximum up to `1,167 crore (US $140 million)), the Company has already paid the compensatory damages of `1,167 crore (US $140 million) along with interest in April 2022. The Company's second appeal in the Appeals Court to reduce the punitive damages subsequently affirmed by the District Court was disposed on July 14, 2023, with a re-affirmation of the District Court order awarding punitive damages of `1,167 crore (US $140 million). The Company's petition to the Supreme Court to review the entire judgement including both the compensatory and punitive damages re-affirmed by the Appeals Court was rejected by the Supreme Court on November 20, 2023, pursuant to which, punitive damages of `1,167 crore (US $140 million) was paid on December 1, 2023. The Company has provided the balance punitive damages amount of `958 crore (US $115 million) in its financial statements for the year ended March 31, 2024 and disclosed the same as an ""exceptional item"" in the consolidated statement of profit and loss. - Letter of comfort The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 21) Statement of net assets, profit and loss and other comprehensive income attributable to owners and non-controlling interests |Name of the entity|Country of incorporation|% of voting power as at March 31, 2024|% of voting power as at March 31, 2023|Net assets, i.e."
+"total assets minus total liabilities (` crore)|Share in Profit or loss As % of consolidated profit or loss Amount (` crore)|Share in other comprehensive income As % of consolidated other income Amount (` crore)|Share in total comprehensive income As % of total comprehensive income Amount (` crore)| | | | | |---|---|---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Limited|India|-|-|74.12|72,120|86.29|43,559|85.49|165|86.28|43,724| |APTOnline Limited|India|89.00|89.00|0.13|128|0.04|22|-|-|0.04|22| |C-Edge Technologies Limited|India|51.00|51.00|0.42|411|0.19|94|-|-|0.19|94| |MP Online Limited|India|89.00|89.00|0.13|140|0.06|29|-|-|0.06|29| |TCS e-Serve International Limited|India|100.00|100.00|0.49|476|0.45|229|(0.52)|(1)|0.45|228| |MahaOnline Limited|India|74.00|74.00|0.09|85|0.01|6|-|-|0.01|6| |TCS Foundation|India|100.00|100.00|1.34|1,307|-|-|-|-|-|-| |Tata America International Corporation|U.S.A.|100.00|100.00|1.72|1,669|2.32|1,170|(3.11)|(6)|2.30|1,164| |Tata Consultancy Services Canada Inc.|Canada|100.00|100.00|1.96|1,906|2.07|1,047|-|-|2.07|1,047| |Tata Consultancy Services Argentina S.A.|Argentina|100.00|100.00|-|(1)|(0.01)|(3)|-|-|(0.01)|(3)| |Tata Consultancy Services Chile S.A.|Chile|100.00|100.00|0.36|360|0.10|51|-|-|0.10|51| |Tata Consultancy Services De Mexico S.A., De C.V.|Mexico|100.00|100.00|0.93|916|0.39|197|1.55|3|0.39|200| |Tata Consultancy Services Do Brasil Ltda|Brazil|100.00|100.00|0.43|421|0.05|25|-|-|0.05|25| |TCS Iberoamerica SA|Uruguay|100.00|100.00|1.87|1,822|1.63|824|-|-|1.63|824| |TCS Inversiones Chile Limitada|Chile|100.00|100.00|0.28|279|0.10|49|-|-|0.11|49| |TCS Solution Center S.A.|Uruguay|100.00|100.00|0.33|320|0.14|73|-|-|0.14|73| |TATASOLUTION CENTER S.A.|Ecuador|100.00|100.00|0.10|96|-|-|(0.52)|(1)|-|(1)| |MGDC S.C.|Mexico|100.00|100.00|0.03|27|(0.07)|(36)|-|-|(0.07)|(36)| |TCS Uruguay S.A.|Uruguay|100.00|100.00|0.25|246|0.19|98|-|-|0.19|98| |Tata Consultancy Services Guatemala, S.A.|Guatemala|100.00|100.00|0.03|27|0.01|7|-|-|0.01|7| # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2024|% of voting power as at March 31, 2023|Net assets, i.e. total assets minus total liabilities (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of total comprehensive income (` crore)|Share in total comprehensive income (` crore)| | |---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Belgium|Belgium|100.00|100.00|0.60|586|0.23|117| | |Tata Consultancy Services De España S.A.|Spain|100.00|100.00|0.13|131|0.02|9| | |Tata Consultancy Services Deutschland GmbH|Germany|100.00|100.00|0.93|909|0.20|101| | | | | | |0.20|(0.52)|(1)|0.20|100| |Tata Consultancy Services Italia s.r.l.|Italy|100.00|100.00|0.08|82|0.01|4| | |Tata Consultancy Services Netherlands BV|Netherlands|100.00|100.00|3.49|3,397|1.12|563| | |Tata Consultancy Services Sverige AB|Sweden|100.00|100.00|1.19|1,157|0.53|266| | |Tata Consultancy Services (Portugal) Unipessoal, Limitada|Portugal|100.00|100.00|0.06|54|0.04|19| | |Diligenta Limited|U.K.|100.00|100.00|1.72|1,673|0.45|226| | | | | | |(3.63)|(7)|0.43|219| | |Tata Consultancy Services Capellen (G.D. de Luxembourg)|Luxembourg|100.00|100.00|0.13|123|0.12|62| | |Tata Consultancy Services Switzerland Ltd.|Switzerland|100.00|100.00|0.89|866|0.41|207| | | | | | |(9.84)|(19)|0.37|188| | |Tata Consultancy Services France|France|100.00|100.00|(0.28)|(275)|0.19|97| | |Tata Consultancy Services Saudi Arabia|Saudi Arabia|100.00|100.00|0.17|161|0.05|27| | |Tata Consultancy Services UK Limited|U.K.|100.00|100.00|0.03|34|0.01|4| | |TCS Business Services GmbH|Germany|100.00|100.00|0.10|97|0.03|13| | | | | | |4.15|8|0.04|21| | |Tata Consultancy Services Bulgaria EOOD|Bulgaria|100.00|100.00|0.03|33|0.01|6| | |Tata Consultancy Services Ireland Limited|Ireland|100.00|100.00|0.46|444|0.22|113| | |TCS Technology Solutions GmbH|Germany|100.00|100.00|0.89|866|0.17|85| | | | | | |31.61|61|0.29|146| | |Tata Consultancy Services Osterreich GmbH|Austria|100.00|100.00|0.01|5|-|1| | | | | | |-|-|-|-| | |Saudi Desert Rose Holding B.V.|Netherlands|-|100.00|-|-|-|-| | |Diligenta (Europe) B.V.|Netherlands|100.00|-|-|-|-|-| | # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2024|% of voting power as at March 31, 2023|Net assets, i.e. total assets minus total liabilities (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of total comprehensive income (` crore)|Share in total comprehensive income (` crore)| | | |---|---|---|---|---|---|---|---|---|---| |Tata Consultancy Services Pacific Pte Ltd.|Singapore|100.00|100.00|1.08|1,049|0.54|271| | | |Tata Consultancy Services Sdn Bhd|Malaysia|100.00|100.00|0.10|96|0.11|56| | | |TCS FNS Pty Limited|Australia|100.00|100.00|0.14|141|0.10|51| | | |TCS Financial Solutions Australia Pty Limited|Australia|100.00|100.00|0.09|54|0.06|32| | | |PT Tata Consultancy Services Indonesia|Indonesia|100.00|100.00|0.03|27|0.02|10| | | |Tata Consultancy Services (China) Co., Ltd.|China|100.00|100.00|0.38|371|0.15|74| | | |TCS Financial Solutions Beijing Co., Ltd.|China|100.00|100.00|0.04|40|0.01|5| | | |Tata Consultancy Services (Thailand) Limited|Thailand|100.00|100.00|0.02|15|0.02|9| | | |Tata Consultancy Services (Philippines) Inc.|Philippines|100.00|100.00|0.17|161|(2.07)|(4)| | | |Tata Consultancy Services Japan, Ltd.|Japan|66.00|66.00|1.78|1,743|0.82|410| | | |Tata Consultancy Services (Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.05|47|0.07|35| | | |Tata Consultancy Services (South Africa) (PTY) Ltd.|South Africa|100.00|100.00|0.11|105|0.10|50| | | |Tata Consultancy Services Qatar L.L.C.|Qatar|100.00|100.00|0.05|51|0.03|16| | | |Trusts|India|-|-|0.32|307|0.02|12| | | |TOTAL|100.00|-|97,305|100.00|50,481|100.00|193|100.00|50,674| # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements |Name of the entity|Country of incorporation|% of voting power as at March 31, 2024|% of voting power as at March 31, 2023|Net assets, i.e. total assets minus total liabilities (` crore)|Share in Profit or loss As % of consolidated profit or loss (` crore)|Share in other comprehensive income As % of total comprehensive income (` crore)| |---|---|---|---|---|---|---| |a) Adjustments arising out of consolidation| | | |(5,986)|(4,382)|44| |b) Non-controlling interests| | | | | | | |Indian subsidiaries| | | | | | | |APTOnline Limited| |(14)|(2)| |(2)| | |C-Edge Technologies Limited| |(201)|(46)| |(46)| | |MP Online Limited| |(15)|(3)| |(3)| | |MahaOnline Limited| |(22)|(2)| |(2)| | |Foreign subsidiaries| | | | | | | |Tata Consultancy Services (China) Co., Ltd.| | | | | | | |Tata Consultancy Services Japan, Ltd.| |(577)|(137)|62|(75)| | |TOTAL| |(830)|(191)|62|(129)| | |TOTAL| | | |90,489|45,908|299| | | | | |46,207| | | # Notes: 1. TCS Technology Solutions AG renamed as TCS Technology Solutions GmbH. 2. Saudi Desert Rose Holding B.V. merged with Tata Consultancy Services Netherlands BV w.e.f. August 29, 2023. 3. Diligenta Limited incorporated a subsidiary, Diligenta (Europe) B.V."
+"in Netherlands on September 14, 2023. # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 22) Related party transactions The Company's principal related parties consist of its holding company Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business. Refer note 21 for list of subsidiaries of the Company. Transactions and balances with its own subsidiaries are eliminated on consolidation. # Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue from operations|50|1,025|4,495|-|5,570| |Purchases of goods and services (including reimbursements)|2|1,390|250|-|1,642| |Brand equity contribution|352|-|-|-|352| |Facility expenses|1|20|73|-|94| |Lease rental|-|49|46|-|95| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|-|7|(1)|-|6| |Contribution and advance to post employment benefit plans|-|-|-|3,783|3,783| |Purchase of property, plant and equipment|-|108|98|-|206| |Advances given|-|1,013|98|-|1,111| |Advances recovered|-|8|4|-|12| |Advances taken|-|27|1|-|28| |Dividend paid|18,177|8|2|-|18,187| |Buy-back of shares|10,548|4|3|-|10,555| # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Revenue from operations|38|1,174|3,050|-|4,262| |Purchases of goods and services (including reimbursements)|1|610|225|-|836| |Brand equity contribution|227|-|-|-|227| |Facility expenses|1|25|59|-|85| |Lease rental|-|56|47|-|103| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|-|(1)|-|-|(1)| |Contribution and advance to post employment benefit plans|-|-|-|2,955|2,955| |Purchase of property, plant and equipment|-|13|137|-|150| |Advances given|-|1|45|-|46| |Advances recovered|-|1|15|-|16| |Advances taken|-|25|4|-|29| |Dividend paid|29,881|16|6|-|29,903| # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Trade receivables and contract assets|5|411|1,509|-|1,925| |Loans, other financial assets and other assets|2|1,238|9|-|1,249| | |7|1,649|1,518|-|3,174| # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Trade receivables and contract assets|2|434|1,004|-|1,440| |Loans, other financial assets and other assets|10|95|85|-|190| | |12|529|1,089|-|1,630| # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|355|1,003|428|-|1,786| |Commitments|-|1,412|13|-|1,425| # As at March 31, 2023 | |Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|213|377|322|278|1,190| |Commitments|-|12|50|-|62| # Material related party transactions are as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| | | | | | |---|---|---|---|---|---|---|---| |Revenue from operations| | | |2,902| | |1,707| |Jaguar Land Rover Limited| | | |2,902| | |1,707| |Tata Steel IJmuiden BV| | | |599| | |533| |Tata Digital Private Limited| | | |286| | |502| |Purchases of goods and services (including reimbursements) and net of cost recovery|Tejas Networks Limited| | |754| | |-| |Advances given|Tejas Networks Limited| | |960| | |-| # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # Material related party balances are as follows: | |As at March 31, 2024|As at March 31, 2023| | |---|---|---|---| |Trade receivables and contract assets|Jaguar Land Rover Limited|898|482| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities|Tejas Networks Limited|607|-| |Loans, other financial assets and other assets|Tejas Networks Limited|960|-| # Transactions with key management personnel are as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Short-term benefits|57|58| |Dividend paid during the year|1|2| |Post-employment benefits|2|-| | |60|60| The remuneration of directors and key executives is determined by the nomination and remuneration committee having regard to the performance of individuals and market trends. Transactions with key management personnel for the year ended March 31, 2023 did not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid were not available."
+"# 23) No funds have been advanced / loaned / invested (from borrowed funds or from share premium or from any other sources / kind of funds) by the Group to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. # 24) No funds have been received by the Group from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding (whether recorded in writing or otherwise) that the Group shall (i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. # 25) The sitting fees and commission paid to non-executive directors is `15 crore and `13 crore as at March 31, 2024 and 2023, respectively. # 26) The Board of Directors approved post-employment benefits, payable to the outgoing CEO and Managing Director, which has been actuarially valued. Accordingly, the Company has recorded an expense of `48 crore during the year ended March 31, 2024. # 27) File: AR_TCS_2023_2024.md The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Company and its Indian subsidiaries will assess the impact and its evaluation once the subject rules are notified. The Company and its Indian subsidiaries will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. # 28) TCS Technology Solutions AG renamed as TCS Technology Solutions GmbH. # 29) Saudi Desert Rose Holding B.V. merged with Tata Consultancy Services Netherlands BV w.e.f. August 29, 2023. # 30) Diligenta Limited incorporated a subsidiary, Diligenta (Europe) B.V. in Netherlands on September 14, 2023. Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 30) Dividends Dividends paid during the year ended March 31, 2024 include an amount of `24.00 per equity share towards final dividend for the year ended March 31, 2023 and an amount of `45.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2024. Dividends paid during the year ended March 31, 2023 include an amount of `22.00 per equity share towards final dividend for the year ended March 31, 2022 and an amount of `91.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2023. Dividends declared by the Company are based on profits available for distribution. On April 12, 2024, the Board of Directors of the Company have proposed a final dividend of `28.00 per share in respect of the year ended March 31, 2024 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `10,131 crore. As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2024 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Standalone Financial Statements # Independent Auditor's Report To the Members of Tata Consultancy Services Limited # Report on the Audit of the Standalone Financial Statements # Opinion We have audited the standalone financial statements of Tata Consultancy Services Limited (the ""Company"") which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information."
+"In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (""Act"") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements. # Key Audit Matter(s) Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. |Revenue recognition- Fixed price contracts where revenue is recognized using percentage of completion method|Refer Note 4(a) and 10 to the standalone financial statements| |---|---| |The key audit matter|How the matter was addressed in our audit| |The Company inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Company's estimate of contract costs. We identified revenue recognition of fixed price contracts where the percentage of completion is used as a key audit matter since- there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems;|Our audit procedures included the following: Obtained an understanding of the systems, processes and controls implemented by the Company for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances. Involvement of our Information technology ('IT') specialists, as required: Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised; Tested the IT controls over appropriateness of cost and revenue reports generated by the system; Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/changes to costs incurred;| Integrated Annual Report 2023-24 # Standalone Financial Statements # The key audit matter - Application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates in mainly identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; - These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Company; and - At year-end, significant amount of work in progress (Contract assets), related to these contracts are recognised on the balance sheet. # How the matter was addressed in our audit - Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects. - On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including - # Other Information The Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the financial statements and auditor's report(s) thereon. The Company's annual report is expected to be made available to us after the date of this auditor's report."
+"Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. # Management's and Board of Directors' Responsibilities for the Standalone Financial Statements The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company's financial reporting process. # Auditor's Responsibilities for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. Integrated Annual Report 2023-24 # Standalone Financial Statements As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors. - Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern."
+"If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 (""the Order"") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the ""Annexure A"" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. A. As required by Section 143(3) of the Act, we report that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 2. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. 3. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account. 4. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. 5. On the basis of the written representations received from the directors as on 01 April 2024 to 10 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act. 6. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. 7. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ""Annexure B"". 3. B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: 1. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its standalone financial # Standalone Financial Statements Refer income tax liabilities disclosed in the balance sheet along with Note 19 to the standalone financial statements. b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. c."
+"There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. d. (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 21 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (""Intermediaries""), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 21 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (""Funding Parties""), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement. e. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act. The final dividend paid by the Company during the year, in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in note 26 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software: i. The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting softwares used for maintaining the books of account relating to payroll, consolidation process and certain non-editable fields/tables of the accounting software used for maintaining general ledger. ii. The feature of recording audit trail (edit log) facility was not enabled at the application layer of the accounting softwares relating to revenue, trade receivables and general ledger for the period 1 April 2023 to 13 November 2023 and relating to property, plant and equipment for the period 1 April 2023 to 14 December 2023. Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with. C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. For B S R & Co."
+"LLP Chartered Accountants Firm's Registration No.: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No.: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDGZ4646 Integrated Annual Report 2023-24 # Standalone Financial Statements # Annexure A to the Independent Auditor's Report on the Standalone Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2024 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. (B) The Company has maintained proper records showing full particulars of intangible assets. (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company. (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. # (ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory. (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of account of the Company. The Company has not been sanctioned any working capital limit from the financial institutions. # (iii) File: AR_TCS_2023_2024.md According to the information and explanations given to us and on the basis of our examination of the records, the Company has made investments and has granted loans or advances in the nature of loans, unsecured, to other parties during the year, in respect of which the requisite information is as below. The Company has not made any investments and has not granted any loans or advances in the nature of loans, unsecured, to companies, firms or limited liability partnerships during the year. The Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured, to companies, firms, limited liability partnerships or any other parties during the year. (a) A. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has not given any loans or advances in the nature of loans or stood guarantee or provided security to subsidiaries. The Company does not hold any investment in any joint ventures or associates. B. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has given unsecured loans and unsecured advances in the nature of loans to parties other than subsidiaries as listed below."
+"The Company has not stood guarantee or provided security to parties other than subsidiaries. # Standalone Financial Statements |Particulars|Guarantees|Security|Loans|Advances in nature of loans| |---|---|---|---|---| |Aggregate amount during the year|Subsidiaries*|-|-|-| | |Joint ventures*|-|-|-| | |Associates*|-|-|-| | |Others|-|319|412| |Balance outstanding as at balance sheet date|Subsidiaries*|-|-|-| | |Joint ventures*|-|-|-| | |Associates*|-|-|-| | |Others|-|319|173| *As per the Companies Act, 2013 (b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made and the terms and conditions of the grant of loans and advances in the nature of loans during the year are, prima facie, not prejudicial to the interest of the Company. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of interest free loans and advances in the nature of loans given, the repayment of principal has been stipulated and the repayments or receipts have been regular. In case of interest bearing loans given, the schedule of repayment of principal and payment of interest has been stipulated, and the repayments or receipts have been regular. (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given and advances in the nature of loans given. (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan or advance in the nature of loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties. (f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment. (iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not given any loans, or provided any guarantee or security as specified under Section 185 and 186 of the Companies Act, 2013 (""the Act""). In respect of the investments made by the Company, in our opinion the provisions of Section 186 of the Act have been complied with. (v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable. (vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the products manufactured by it (and/or services provided by it). Accordingly, clause 3(vi) of the Order is not applicable. (vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2024 for a period of more than six months from the date they became payable."
+"Integrated Annual Report 2023-24 # Standalone Financial Statements (b) According to the information and explanations given to us, there are no statutory dues of Goods and Service Tax, Provident Fund, Employees' State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been deposited by the Company on account of any dispute except for the following: |Name of the statute|Nature of the dues|Amount (` in crores)**|Period to which the amount relates|Forum where dispute is pending|Remarks, if any| |---|---|---|---|---|---| |The Income tax Act, 1961|Income tax|2,112|Assessment Year- 2011-2012, 2018-2019, 2021-2022|Commissioner of Income tax (Appeals)| | | | |193|Assessment Year- 2006-2007|Income Tax Appellate Tribunal| | | | |36|Assessment Year- 2013-2014, 2016-2017|Assessing Officer / National Faceless Assessment Centre| | |The Central Sales Tax and VAT Act, 1956|Sales tax and VAT|2|Financial Year- 1995-1996, 1997-1998, 2004-2005, 2011-2012, 2016-2017, 2017-2018|Assistant Commissioner| | | | |3|Financial Year- 2008-2009, 2010-2011, 2011-2012, 2012-2013, 2015-2016, 2016-2017|Deputy Commissioner| | | | |233|Financial Year- 1994-1995, 2004-2005, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|High Court| | | | |18|Financial Year- 1997-1998, 2005-2006, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Joint Commissioner| | | | |11|Financial Year- 1990-1991, 1997-1998, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Tribunal| | |The Finance Act, 1994|Service tax|2|Financial Year- 2002-2003, 2003-2004, 2004-2005, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Commissioner Appeals| | | | |213|Financial Year- 2002-2003, 2003-2004, 2004-2005, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018|Tribunal| | |Goods and Service Tax Act|Goods and Services Tax|17|Financial Year- 2017-2018, 2018-2019, 2020-2021|Commissioner Appeals| | ** These amounts are net of amount paid/ adjusted under protest of ` 318 crores (viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. (ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender. (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority. (c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable. (d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company. (e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries as defined under the Act. The Company does not hold any investment in any associate or joint venture (as defined under the Act) during the year ended 31 March 2024. (f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act). The Company does not hold any investment in any associate or joint venture (as defined under the Act) during the year ended 31 March 2024. (x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable. # Standalone Financial Statements (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable."
+"# (xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit. (b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government. (c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures. # (xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable. # (xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. # (xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (b) We have considered the internal audit reports of the Company issued till date for the period under audit. # (xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company. # (xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable. (b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable. (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable. (d) According to the information and explanations provided to us, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) has more than one CIC as part of the Group. The Group has four CICs as part of the Group. # (xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year. # (xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable. # (xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in Company's annual report is expected to be made available to us after the date of this auditor's report."
+"# (xx) (a) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to any project other than ongoing projects. Accordingly, clause 3(xx)(a) of the Order is not applicable. (b) In our opinion and according to the information and explanations given to us and based on an independent legal opinion obtained by the Company, upon irrevocable transfer of funds by the Company to implementing agencies for designated multiyear projects undertaken through them, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to ongoing projects. Accordingly, clause 3(xx)(b) of the Order is not applicable. For B S R & Co. LLP Chartered Accountants Firm's Registration No.: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No.: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDGZ4646 Integrated Annual Report 2023-24 # Standalone Financial Statements # Annexure B to the Independent Auditor's Report on the standalone financial statements of Tata Consultancy Services Limited for the year ended 31 March 2024 # Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act (Referred to in paragraph 2(A)(g) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Opinion We have audited the internal financial controls with reference to financial statements of Tata Consultancy Services Limited (""the Company"") as of 31 March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2024, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the ""Guidance Note""). # Management's and Board of Directors' Responsibilities for Internal Financial Controls The Company's Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to financial statements."
+"# Meaning of Internal Financial Controls with Reference to Financial Statements A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co. LLP Chartered Accountants Firm's Registration No.: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No.: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDGZ4646 # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Standalone Balance Sheet |(` crore)|Note|As at March 31, 2024|As at March 31, 2023| | |---|---|---|---|---| |ASSETS|ASSETS|ASSETS|ASSETS| | | | | |Non-current assets|Non-current assets|Non-current assets|Non-current assets| | | | | |Property, plant and equipment|8(a)|8,336|9,186| | |Capital work-in-progress|8(a)|1,450|1,103| | |Right-of-use assets|7|6,154|5,695| | |Intangible assets|8(b)|463|809| | |Financial assets|Financial assets|Financial assets|Financial assets| | | | | |Investments|6(a)|2,405|2,405| | |Trade receivables|Billed|6(b)|127|125| |Unbilled| |65|196| | |Loans|6(e)|2|3| | |Other financial assets|6(f)|626|532| | |Deferred tax assets (net)|15|2,524|2,464| | |Income tax assets (net)| |1,062|2,115| | |Other assets|8(c)|3,016|2,410| | |Total non-current assets| |26,230|27,043| | |Current assets|Current assets|Current assets|Current assets| | | | | |Inventories|8(d)|27|27| | |Financial assets|Financial assets|Financial assets|Financial assets| | | | | |Investments|6(a)|29,840|35,738| | |Trade receivables|Billed|6(b)|38,591|35,534| |Unbilled| |7,477|7,264| | |Cash and cash equivalents|6(c)|3,644|1,462| | |Other balances with banks|6(d)|2,955|3,081| | |Loans|6(e)|317|332| | |Other financial assets|6(f)|1,559|1,557| | |Income tax assets (net)| |111| | | |Other assets|8(c)|10,397|7,789| | |Total current assets| |94,918|92,784| | |TOTAL ASSETS| |1,21,148|1,19,827| | |EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES|EQUITY AND LIABILITIES| | | | | |Equity|Share capital|6(n)|362|366| |Other equity|9|71,758|74,172| | |Total equity| |72,120|74,538| | |Liabilities|Non-current liabilities| | | | |Financial liabilities|Lease liabilities| |5,128|4,698| |Other financial liabilities|6(i)|315|340| | |Employee benefit obligations|12|144|95| | |Deferred tax liabilities (net)|15|154|190| | |Unearned and deferred revenue| |226|642| | |Total non-current liabilities| |5,967|5,965| | |Current liabilities|Financial liabilities| | | | |Lease liabilities| |1,017|961| | |Trade payables|Dues of small enterprises and micro enterprises|6(g)|79|13,768| |Dues of creditors other than small enterprises and micro enterprises|6(h)|14,520| | | |Other financial liabilities|6(i)|6,286|6,948| | |Unearned and deferred revenue| |2,811|2,962| | |Other liabilities|8(e)|4,458|3,113| | |Provisions|8(f)|71|279| | |Employee benefit obligations|12|3,332|3,022| | |Income tax liabilities (net)| |10,487|8,271| | |Total current liabilities| |43,061|39,324| | |TOTAL EQUITY AND LIABILITIES| |1,21,148|1,19,827| | # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Standalone Statement of Profit and Loss |(` crore)|Note|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---|---| |Revenue from operations|10|202,359|1,90,354| |Other income|11|7,273|5,328| |TOTAL INCOME| |209,632|1,95,682| |Expenses| | | | |Employee benefit expenses|12|103,139|96,218| |Cost of equipment and software licences|13(a)|3,347|1,416| |Finance costs|14|673|695| |Depreciation and amortisation expense| |3,887|3,940| |Other expenses|13(b)|40,026|41,723| |TOTAL EXPENSES| |151,072|1,43,992| |PROFIT BEFORE EXCEPTIONAL ITEM AND TAX| |58,560|51,690| |Exceptional item| | | | |Settlement of legal claim|19|958|-| |PROFIT BEFORE TAX| |57,602|51,690| |Tax expense| | | | |Current tax|15|14,178|12,946| |Deferred tax|15|(135)|(362)| |TOTAL TAX EXPENSE| |14,043|12,584| |PROFIT FOR THE YEAR| |43,559|39,106| |OTHER COMPREHENSIVE INCOME (OCI)| | | | |Items that will not be reclassified subsequently to profit or loss| | | | |Remeasurement of defined employee benefit plans| |(60)|54| |Income tax on items that will not be reclassified subsequently to profit or loss| |(12)| | |Items that will be reclassified subsequently to profit or loss| | | | |Net change in fair values of investments other than equity shares carried at fair value through OCI| |237|(679)| |Net change in intrinsic value of derivatives designated as cash flow hedges| |1|(25)| |Net change in time value of derivatives designated as cash flow hedges| |13|32| |Income tax on items that will be reclassified subsequently to profit or loss| |(39)|236| |TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)| |165|(394)| |TOTAL COMPREHENSIVE INCOME FOR THE YEAR| |43,724|38,712| |Earnings per equity share:- Basic and diluted (`)|16|119.44|106.88| |Weighted average number of equity shares| |364,68,51,755|365,90,51,373| # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board K Krithivasan CEO and Managing Director File: AR_TCS_2023_2024.md N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # A. EQUITY SHARE CAPITAL (` crore) |Balance as at|Changes in equity share capital|Restated balance as at|Changes in equity share capital|Balance as at| |---|---|---|---|---| |April 1, 2023|due to prior period errors| |during the year*|March 31, 2024| |366|-|366|(4)|362| |April 1, 2022|due to prior period errors| |during the year|March 31, 2023| |366|-|366|-|366| *Refer note 6(n) # B. OTHER EQUITY (` crore) |Reserves and surplus|Items of other comprehensive income|Total Equity| | | | | | | |---|---|---|---|---|---|---|---|---| |Capital|Capital redemption reserve|Special Economic Zone reserve|Retained earnings|Investment revaluation reserve|Cash flow hedging reserve| | | | | | | | | | | | | | |Balance as at April 1, 2023|-|17|11,809|62,228|138|8|(28)|74,172| |Profit for the year|-|-|43,559|-|-|-|43,559| | |Other comprehensive income / (losses)|-|-47|201|1|10|165| | | |Total comprehensive income|-|43,512|201|1|10|43,724| | | |Dividend|-|(25,137)|-|-|-|(25,137)| | | |Expenses for buy-back of equity shares|(Refer note 6(n))|-|(46)|-|-|(46)| | | |Tax on buy-back of equity shares|(Refer note 6(n))|-|(3,959)|-|-|(3,959)| | | |Buy-back of equity shares|(Refer note 6(n))|-|4|(17,000)|-|-|(16,996)| | |Transfer to Special Economic Zone re-investment reserve|-|9,875|(9,875)|-|-|-| | | |Transfer from Special Economic Zone re-investment reserve|-|(5,450)|5,450|-|-|-| | | |Balance as at March 31, 2024|-|21|16,234|55,173|339|9|(18)|71,758| |Balance as at April 1, 2022|-|177,287|68,949|580|27|(53)|76,807| | |Profit for the year|-|-|39,106|-|-|-|39,106| | |Other comprehensive income / (losses)|-|42|(442)|(19)|25|(394)| | | |Total comprehensive income|-|39,148|(442)|(19)|25|38,712| | | |Dividend|-|(41,347)|-|-|-|(41,347)| | | |Transfer to Special Economic Zone re-investment reserve|-|8,380|(8,380)|-|-|-| | | |Transfer from Special Economic Zone re-investment reserve|-|(3,858)|3,858|-|-|-| | | |Balance as at March 31, 2023|-|17|11,809|62,228|138|8|(28)|74,172| *Represents value less than `0.50 crore. Loss of `47 crore and gain of `42 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2024 and 2023, respectively. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Nature and purpose of reserves # (a) Capital reserve The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. # (b) Capital redemption reserve As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013."
+"# (c) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (d) Retained earnings This reserve represents undistributed accumulated earnings of the Company as on the balance sheet date. # (e) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (f) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Standalone Statement of Cash Flows | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |CASH FLOWS FROM OPERATING ACTIVITIES| | | |Profit for the year|43,559|39,106| |Adjustments for:| | | |Depreciation and amortisation expense|3,887|3,940| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|97|110| |Tax expense|14,043|12,584| |Net (gain) / loss on lease modification|(2)|3| |Net gain on sub-lease|-|(7)| |Unrealised foreign exchange gain|(11)|(185)| |Net gain on disposal of property, plant and equipment|(8)|(27)| |Net gain on disposal / fair valuation of investments|(264)|(209)| |Interest income|(3,382)|(3,046)| |Dividend income (including exchange impact)|(3,288)|(2,112)| |Finance costs|673|695| |Operating profit before working capital changes|55,304|50,852| |Net change in| | | |Inventories|-|(8)| |Trade receivables| | | |Billed|(3,145)|(5,817)| |Unbilled|(82)|(1,157)| |Loans and other financial assets|(291)|192| |Other assets|(3,125)|(384)| |Trade payables|831|3,686| |Unearned and deferred revenue|(567)|31| |Other financial liabilities|(698)|1,222| |Other liabilities and provisions|1,498|(654)| |Cash generated from operations|49,725|47,963| |Taxes paid (net of refunds)|(10,583)|(10,934)| |Net cash generated from operating activities|39,142|37,029| |CASH FLOWS FROM INVESTING ACTIVITIES| | | |Bank deposits placed|(6,489)|(3,528)| |Inter-corporate deposits placed|-|(7,580)| |Purchase of investments|(128,764)|(122,721)| |Payment for purchase of property, plant and equipment|(1,720)|(2,041)| |Payment including advances for acquiring right-of-use assets|(17)|(94)| |Payment for purchase of intangible assets|(411)|(340)| |Proceeds from bank deposits|6,605|5,930| |Proceeds from inter-corporate deposits|-|12,966| |Proceeds from disposal / redemption of investments|135,375|115,825| |Proceeds from sub-lease receivable|10|5| # Standalone Financial Statements 2023-24 # Standalone Statement of Cash Flows | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Proceeds from disposal of property, plant and equipment|14|29| |Interest received|2,670|2,933| |Dividend received from subsidiaries|3,534|1,866| |Net cash generated from investing activities|10,807|3,250| |CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES|CASH FLOWS FROM FINANCING ACTIVITIES| |Repayment of lease liabilities|(1,061)|(1,006)| |Interest paid|(590)|(697)| |Dividend paid|(25,137)|(41,347)| |Transfer of funds to buy-back escrow account|(425)|-| |Transfer of funds from buy-back escrow account|425|18| |Expenses for buy-back of equity shares (Refer note 6(n))|(46)|-| |Tax on buy-back of equity shares (Refer note 6(n))|(3,959)|(4,192)| |Buy-back of equity shares (Refer note 6(n))|(17,000)|-| |Net cash used in financing activities|(47,793)|(47,224)| |Net change in cash and cash equivalents|2,156|(6,945)| |Cash and cash equivalents at the beginning of the year|1,462|8,197| |Exchange difference on translation of foreign currency cash and cash equivalents|26|210| |Cash and cash equivalents at the end of the year|3,644|1,462| |Components of cash and cash equivalents|Components of cash and cash equivalents|Components of cash and cash equivalents| |Balances with banks| | | |In current accounts|1,359|776| |In deposit accounts|2,285|686| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|-*|-*| |Total|3,644|1,462| *Represents value less than `0.50 crore. Refer note 13(c) for amount spent during the years ended March 31, 2024 and 2023 on construction / acquisition of any asset and other purposes relating to CSR activities. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co."
+"LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 Mumbai, April 12, 2024 Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # 1) Corporate information Tata Consultancy Services Limited (referred to as ""TCS Limited"" or ""the Company"") provides IT services, consulting and business solutions and has been partnering with many of the world's largest businesses in their transformation journeys. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai- 400001. As at March 31, 2024, Tata Sons Private Limited, the holding company owned 71.74% of the Company's equity share capital. The Board of Directors approved the standalone financial statements for the year ended March 31, 2024 and authorised for issue on April 12, 2024. # 2) Statement of compliance These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as ""Ind AS"") as prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. # 3) Basis of preparation These standalone financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Company's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Company has considered an operating cycle of 12 months. The statement of cash flows has been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. The Company considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. These standalone financial statements have been prepared in Indian Rupee (`) which is the functional currency of the Company. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The material accounting policy information related to preparation of the standalone financial statements have been discussed in the respective notes. # 4) Use of estimates and judgements The preparation of standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of standalone financial statements and the reported amounts of income and expenses for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. The Company uses the following critical accounting judgements, estimates and assumptions in preparation of its standalone financial statements: (a) Revenue recognition Revenue for fixed-price contracts is recognised using percentage-of-completion method."
+"The Company estimates the future cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation. The Company exercises judgement for identification of performance obligations, determination of transaction price, ascribing the transaction price to each distinct performance obligation and in determining whether the performance obligation is satisfied at a point in time or over a period of time. These judgements have been explained in detail under the revenue note (Refer note 10). (b) Useful lives of property, plant and equipment The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods (Refer note 8(a)). (c) Impairment of investments in subsidiaries The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # (d) Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. # (i) Leases The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. # (e) Impairment of financial assets (other than at fair value) Measurement of impairment of financial assets require use of estimates, which have been explained in the note on financial assets, financial liabilities and equity instruments, under impairment of financial assets (other than at fair value) (Refer note 6). # (f) Provision for income tax and deferred tax assets The Company uses judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. # 5) Recent pronouncements Ministry of Corporate Affairs (""MCA"") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company. # (g) Provisions and contingent liabilities The Company estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations."
+"These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Company uses significant judgements to assess contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the standalone financial statements. # (h) Employee benefits The accounting of employee benefit plans in the nature of defined benefit requires the Company to use assumptions. These assumptions have been explained under employee benefits note (Refer note 12). Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value, to be cash. # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. # Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. # Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. The Company has made an irrevocable election to present subsequent changes in the fair value of equity investments not held for trading in other comprehensive income. # Financial assets at fair value through profit or loss Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. # Investment in subsidiaries Investment in subsidiaries are measured at cost less impairment loss, if any. # Financial liabilities Financial liabilities are measured at amortised cost using the effective interest method. # Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost. # Derivative accounting # Instruments in hedging relationship The Company designates certain foreign exchange forward, currency options and futures contracts as hedge instruments in respect of foreign exchange risks. These hedges are accounted for as cash flow hedges. The Company uses hedging instruments that are governed by the financial risk management policy as approved by the Risk Management Committee. The policy provides principles on the use of such financial derivatives consistent with the risk management strategy of the Company. While determining the appropriate hedge ratio, the Company takes into consideration the prevailing macro-economic conditions, the availability and liquidity of the hedging instruments, tolerance levels for hedge ineffectiveness and the costs of hedging. The hedging activities are reviewed by the Risk Management Committee every quarter and future course of action is determined. The hedge instruments are designated and documented as hedges at the inception of the contract. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at inception and on an ongoing basis. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately reclassified in net foreign exchange gains in the statement of profit and loss."
+"The effective portion of change in the fair value of the designated hedging instrument is recognised in the other comprehensive income and accumulated under the heading cash flow hedging reserve. The Company separates the intrinsic value and time value of an option and designates as hedging instruments only the change in intrinsic value of the option. The change in fair value of the intrinsic value and time value of an option is recognised in the other comprehensive income and accounted as a separate component of equity. Such amounts are reclassified into the statement of profit and loss when the related hedged items affect profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity till that time remains and is recognised in the statement of profit and loss when the forecasted transaction ultimately affects profit and loss. Any gain or loss is recognised immediately in the statement of profit and loss when the hedge becomes ineffective. # Instruments not in hedging relationship The Company enters into contracts that are effective as hedges from an economic perspective, but they do not qualify for hedge accounting. The change in the fair value of such instrument is recognised in the statement of profit and loss. # Impairment of financial assets (other than at fair value) The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements financing transaction. In determining the allowance for expected credit losses, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. # (a) Investments Investments consist of the following: # Investments - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Investment in subsidiaries| | | |Fully paid equity shares (unquoted)|2,405|2,405| |Investments designated at fair value through OCI| | | |Fully paid equity shares (unquoted)| | | |Taj Air Limited|19|19| |Less: Impairment in value of investments|(19)|(19)| | |2,405|2,405| # Investments - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Investments carried at fair value through profit or loss| | | |Mutual fund units (quoted)|749|1,147| |Investments carried at fair value through OCI| | | |Government bonds and securities (quoted)|24,746|26,128| |Corporate bonds (quoted)|3,406|3,110| |Investments carried at amortised cost| | | |Certificate of deposits (quoted)|-|2,955| |Commercial papers (quoted)|939|2,398| | |29,840|35,738| Government bonds and securities includes bonds pledged with bank for credit facility amounting to NIL and `1,650 crore as at March 31, 2024 and 2023, respectively."
+"# Aggregate value of quoted and unquoted investments is as follows: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Aggregate value of quoted investments|29,840|35,738| |Aggregate value of unquoted investments (net of impairment)|2,405|2,405| |Aggregate market value of quoted investments|29,841|35,736| |Aggregate value of impairment of investments|19|19| # Market value of quoted investments carried at amortised cost is as follows: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Certificate of deposits|-|2,951| |Commercial papers|940|2,400| File: AR_TCS_2023_2024.md Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements Carrying value of investment in equity instruments is as follows: |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2024|As at March 31, 2023| |---|---|---|---|---|---| |212,27,83,424|UYU|1|TCS Iberoamerica SA|461|461| |15,75,300|INR|10|APTOnline Limited|-|-| |1,300|EUR|-|Tata Consultancy Services Belgium|1|1| |66,000|EUR|1,000|Tata Consultancy Services Netherlands BV|403|403| |1,000|SEK|100|Tata Consultancy Services Sverige AB|19|19| |1|EUR|-|Tata Consultancy Services Deutschland GmbH|2|2| |20,000|USD|10|Tata America International Corporation|453|453| |75,82,820|SGD|1|Tata Consultancy Services Asia Pacific Pte Ltd.|19|19| |3,72,58,815|AUD|1|TCS FNS Pty Limited|212|212| |10,00,001|GBP|1|Diligenta Limited|429|429| |1,000|USD|-|Tata Consultancy Services Canada Inc.|-*|-*| |100|CAD|70,653.61|Tata Consultancy Services Canada Inc.|31|31| |51,00,000|INR|10|C-Edge Technologies Limited|5|5| |8,90,000|INR|10|MP Online Limited|1|1| |1,40,00,000|ZAR|1|Tata Consultancy Services (Africa) (PTY) Ltd.|66|66| |18,89,005|INR|10|MahaOnline Limited|2|2| |-|QAR|-|Tata Consultancy Services Qatar L.L.C.|2|2| |10,00,000|INR|100|TCS e-Serve International Limited|10|10| |1,00,500|GBP|0.00001|Tata Consultancy Services UK Limited|66|66| |2,50,00,000|EUR|1|Tata Consultancy Services Ireland Limited|224|224| |10,00,000|INR|10|TCS Foundation|-|-| |Total|Total|Total|Total|2,405|2,405| Equity instruments designated at fair value through OCI: |In Numbers|Currency|Face value per share|Investment in subsidiaries|As at March 31, 2024|As at March 31, 2023| |---|---|---|---|---|---| |1,90,00,000|INR|10|Taj Air Limited|19|19| | | |Less : Impairment in value of investments|(19)|(19)| | |Total|-|-| | | | *Represents value less than `0.50 crore."
+"Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # The movement in fair value of investments carried / designated at fair value through OCI is as follows: |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Balance at the beginning of the year|138|580| |Net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|248|(675)| |Deferred tax relating to net gain / (loss) arising on revaluation of investments other than equities carried at fair value through other comprehensive income|(39)|236| |Net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|(11)|(4)| |Deferred tax relating to net cumulative gain reclassified to statement of profit and loss on sale of investments other than equities carried at fair value through other comprehensive income|3|1| |Balance at the end of the year|339|138| # (b) Trade receivables - Billed Trade receivables- Billed (unsecured) consist of the following: # Trade receivables - Billed - Non-current |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Trade receivables- Billed|760|771| |Less: Allowance for expected credit losses|(633)|(646)| |Considered good|127|125| # Ageing for trade receivables - non-current outstanding as at March 31, 2024 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | | | |Total| |---|---|---|---|---|---|---|---| | |Less than 6 months|6 months - 1 year| | |1 - 2 years|2 - 3 years|More than 3 years| |Trade receivables - Billed Undisputed trade receivables - considered good|-|-|-|55|86|585|726| |Disputed trade receivables - considered good|-|-|-|2|-|32|34| | |-|-|-|57|86|617|760| |Less: Allowance for expected credit losses| | | | | |(633)| | | | | | | | |127| | # Trade receivables - Unbilled 65 192 Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Ageing for trade receivables - non-current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| |Total| | | | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|-|-|12|39|75|613|739| | |Disputed trade receivables - considered good|-|-|-|-|8|24|32| | | |-|-|12|39|83|637|771| Less: Allowance for expected credit losses (646) Trade receivables - Unbilled (125) Trade receivables - Billed (196) Trade receivables - Unbilled (321) # Trade receivables - Billed - Current |Particulars|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Trade receivables- Billed|38,856|35,731| |Less: Allowance for expected credit losses|(320)|(275)| |Considered good|38,536|35,456| |Trade receivables- Billed|190|256| |Less: Allowance for expected credit losses|(135)|(178)| |Credit impaired|55|78| | |38,591|35,534| # Ageing for trade receivables- billed - current outstanding as at March 31, 2024 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | |Total| | | | |---|---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade receivables - Billed|Undisputed trade receivables - considered good|30,928|6,787|933|18|52|113|38,831| | |Undisputed trade receivables - credit impaired|-|6|15|53|12|104|190| | |Disputed trade receivables - considered good|-|-|-|-|-|25|25| | | |30,928|6,793|948|71|64|242|39,046| Less: Allowance for expected credit losses (455) Trade receivables - Unbilled (38,591) Trade receivables - Unbilled (7,477) Trade receivables - Unbilled (46,068) # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Ageing for trade receivables- billed - current outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| |Total| | | | |---|---|---|---|---|---|---|---| | | |Less than 6 months|6 months - 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Trade receivables - Billed|28,935|5,292|1,124|135|16|191|35,693| |Undisputed trade receivables - considered good|66|42|-|11|18|119|256| |Disputed trade receivables - considered good|-|-|12|1|-|25|38| | |29,001|5,334|1,136|147|34|335|35,987| Less: Allowance for expected credit losses (453) 35,534 Trade receivables - Unbilled 7,264 42,798 Above balances of trade receivables- billed include balances with related parties (Refer note 20). # (c) Cash and cash equivalents Cash and cash equivalents consist of the following: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Balances with banks| | | |In current accounts|1,359|776| |In deposit accounts|2,285|686| |Cheques on hand|-*|-*| |Cash on hand|-*|-*| |Remittances in transit|-*|-*| | |3,644|1,462| *Represents value less than `0.50 crore."
+"# (d) Other balances with banks Other balances with banks consist of the following: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Earmarked balances with banks|455|653| |Short-term bank deposits|2,500|2,428| | |2,955|3,081| Earmarked balances with banks primarily relate to margin money for purchase of investments and unclaimed dividends. # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # (e) Loans Loans (unsecured) consist of the following: # Loans - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Considered good|2|3| |Loans to employees|2|3| # Loans - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Considered good|317|332| |Credit impaired|-|31| |Less: Allowance for loans to employees|-|(31)| | |317|332| # (f) Other financial assets Other financial assets consist of the following: # Other financial assets - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Security deposits|600|508| |Long-term bank deposits|12|-| |Others|14|24| | |626|532| # Other financial assets - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Security deposits|320|296| |Fair value of foreign exchange derivative assets|113|190| |Interest receivable|665|624| |Advances to employees|261|-| |Less: Allowance for advances to employees|(41)|-| |Others|241|447| | |1,559|1,557| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # (g) Dues of small enterprises and micro enterprises The disclosure pursuant to the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED Act) for dues to micro enterprises and small enterprises as at March 31, 2024 and 2023 is as under: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Dues remaining unpaid to any supplier|79|-| |Principal|79|-| |Interest on the above|-|-| |Amount of interest paid in terms of section 16 of the MSMED Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year|24|32| |Amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act, 2006|-|-| |Amount of interest accrued and remaining unpaid|-|-| |Amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act, 2006|-|-*| *Represents value less than `0.50 crore. # (h) Trade Payables Ageing for trade payables outstanding as at March 31, 2024 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | |Total| | | |---|---|---|---|---|---|---|---| | | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade payables|MSME*|79|-|-|-|79| | |Others|3,269|5,729|18|5|42|9,063| | |Disputed dues- Others| |2|2|-|-|30|34| | |3,350|5,731|18|5|72|9,176| | Accrued expenses 5,423 14,599 *MSME as per the Micro, Small and Medium Enterprises Development Act, 2006. Ageing for trade payables outstanding as at March 31, 2023 is as follows: |Particulars|Not due|Outstanding for following periods from due date of payment| | |Total| | | |---|---|---|---|---|---|---|---| | | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | | |Trade payables|Others|3,774|4,715|18|7|42|8,556| |Disputed dues- Others|-|-|-|-|29|29| | | |3,774|4,715|18|7|71|8,585| | Accrued expenses 5,183 13,768 Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # (i) Other financial liabilities Other financial liabilities consist of the following: # Other financial liabilities - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Capital creditors|69|111| |Others|246|229| |Total|315|340| Others include advance taxes paid of `226 crore and `226 crore as at March 31, 2024 and 2023, respectively, by the seller of TCS e-Serve Limited (merged with the Company) which, on refund by tax authorities is payable to the seller."
+"# Other financial liabilities - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Accrued payroll|3,957|4,970| |Unclaimed dividends|53|51| |Fair value of foreign exchange derivative liabilities|109|141| |Capital creditors|582|635| |Liabilities towards customer contracts|1,419|1,075| |Others|166|76| |Total|6,286|6,948| # (j) Financial instruments by category The carrying value of financial instruments by categories as at March 31, 2024 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets| | | | | | | |Cash and cash equivalents|-|-|-|-|3,644|3,644| |Bank deposits|-|-|-|-|2,500|2,500| |Earmarked balances with banks|-|-|-|-|455|455| |Investments (other than in subsidiary)|749|28,152|-|-|939|29,840| |Trade receivables| | | | | | | |Billed|-|-|-|-|38,718|38,718| |Unbilled|-|-|-|-|7,542|7,542| |Loans|-|-|-|-|319|319| |Other financial assets|-|-|46|67|2,072|2,185| |Total Financial Assets|749|28,152|46|67|56,189|85,203| | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial liabilities| | | | | | | |Trade payables|-|-|-|-|14,599|14,599| |Lease liabilities|-|-|-|-|6,145|6,145| |Other financial liabilities|-|-|-|109|6,492|6,601| |Total Financial Liabilities|-|-|-|109|27,236|27,345| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements The carrying value of financial instruments by categories as at March 31, 2023 is as follows: | |Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Financial assets|-|-|-|-|1,462|1,462| |Bank deposits|-|-|-|-|2,428|2,428| |Earmarked balances with banks|-|-|-|-|653|653| |Investments (other than in subsidiary)|1,147|29,238|-|-|5,353|35,738| |Trade receivables|Billed|-|-|-|35,659|35,659| |Unbilled|-|-|-|-|7,460|7,460| |Loans|-|-|-|-|335|335| |Other financial assets|-|-|37|153|1,899|2,089| | |1,147|29,238|37|153|55,249|85,824| |Financial liabilities|Fair value through profit or loss|Fair value through other comprehensive income|Derivative instruments in hedging relationship|Derivative instruments not in hedging relationship|Amortised cost|Total carrying value| |---|---|---|---|---|---|---| |Trade payables|-|-|-|-|13,768|13,768| |Lease liabilities|-|-|-|-|5,659|5,659| |Other financial liabilities|-|-|-|141|7,147|7,288| | |-|-|-|141|26,574|26,715| Carrying amounts of cash and cash equivalents, trade receivables, loans and trade payables as at March 31, 2024 and 2023, approximate the fair value due to their nature. Carrying amounts of bank deposits, earmarked balances with banks, other financial assets and other financial liabilities which are subsequently measured at amortised cost also approximate the fair value due to their nature in each of the periods presented. Fair value measurement of lease liabilities is not required. Fair value of investments carried at amortised cost is `940 crore and `5,351 crore as at March 31, 2024 and 2023 respectively. # (k) Fair value hierarchy The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required): |As at March 31, 2024| | | | | | | |---|---|---|---|---|---|---| | |Level 1|Level 2|Level 3| | |Total| |Financial assets| |749|-|-|749| | |Equity shares| |-|-|-|-| | |Government bonds and securities|24,746| |-|-|24,746| | |Corporate bonds| |3,406|-|-|3,406| | |Commercial papers| |940|-|-|940| | |Fair value of foreign exchange derivative assets| |-|113|-|113| | |Total Financial Assets|29,841|113| | |-|29,954| |As at March 31, 2023| | | | | | |---|---|---|---|---|---| | |Level 1|Level 2|Level 3| |Total| |Financial assets|1,147|-|-|1,147| | |Equity shares|-|-|-|-| | |Government bonds and securities|26,128|-|-|26,128| | |Corporate bonds|3,110|-|-|3,110| | |Certificate of deposits|2,951|-|-|2,951| | |Commercial papers|2,400|-|-|2,400| | |Fair value of foreign exchange derivative assets|-|190|-|190| | |Total Financial Assets|35,736|190| |-|35,926| # (l) Derivative financial instruments and hedging activity The Company's revenue is denominated in various foreign currencies. Given the nature of the business, a large portion of the costs are denominated in Indian Rupee. This exposes the Company to currency fluctuations."
+"The Board of Directors has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Company which inter-alia covers risks arising out of exposure to foreign currency fluctuations. Under the guidance and framework provided by the RMC, the Company uses various derivative instruments such as foreign exchange forward, currency options and futures contracts in which the counter party is generally a bank. The following are outstanding currency options contracts, which have been designated as cash flow hedges: |Foreign currency|No. of contracts|Notional amount of contracts (In million)|Fair value (` crore)|No. of contracts|Notional amount of contracts (In million)|Fair value (` crore)| |---|---|---|---|---|---|---| |US Dollar|19|475|6|8|225|13| |Great Britain Pound|29|230|24|22|200|14| |Euro|28|235|16|22|203|10| # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements The movement in cash flow hedging reserve for derivatives designated as cash flow hedges is as follows: | |Year ended March 31, 2024| |Year ended March 31, 2023| | |---|---|---|---|---| | |Intrinsic value|Time value|Intrinsic value|Time value| |Balance at the beginning of the year|8|(28)|27|(53)| |(Gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|(139)|241|(376)|488| |Deferred tax on (gain) / loss transferred to profit and loss on occurrence of forecasted hedge transactions|31|(55)|90|(144)| |Change in the fair value of effective portion of cash flow hedges|140|(228)|351|(456)| |Deferred tax on change in the fair value of effective portion of cash flow hedges|(31)|52|(84)|137| |Balance at the end of the year|9|(18)|8|(28)| The Company has entered into derivative instruments not in hedging relationship by way of foreign exchange forward, currency options and futures contracts. As at March 31, 2024 and 2023, the notional amount of outstanding contracts aggregated to `49,180 crore and `46,102 crore, respectively, and the respective fair value of these contracts have a net loss of `42 crore and gain of `12 crore. Exchange gain of `30 crore and loss of `1,159 crore on foreign exchange forward, currency options and futures contracts that do not qualify for hedge accounting have been recognised in the standalone statement of profit and loss for the years ended March 31, 2024 and 2023, respectively. Net foreign exchange gain / (loss) include loss of `102 crore and `112 crore transferred from cash flow hedging reserve to profit and loss on occurrence of forecasted hedge transactions for the years ended March 31, 2024 and 2023, respectively. Net loss on derivative instruments of `9 crore recognised in cash flow hedging reserve as at March 31, 2024, is expected to be transferred to the statement of profit and loss by March 31, 2025. The maximum period over which the exposure to cash flow variability has been hedged is through calendar year 2024. Following table summarises approximate gain / (loss) on the Company's other comprehensive income on account of appreciation / depreciation of the underlying foreign currencies: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |10% Appreciation of the underlying foreign currencies|-|-| |10% Depreciation of the underlying foreign currencies|910|544| # (m) Financial risk management The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest rate risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company. # Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk. # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Foreign currency exchange rate risk The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries."
+"The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign exchange. Further, any movement in the functional currency of the various operations of the Company against major foreign currencies may impact the Company's revenue in international business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the functional currency of the Company. The following analysis has been worked out based on the net exposures of the Company as of the date of balance sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts entered into by the Company as disclosed in note 6(l). # Unhedged foreign currency exposure as at March 31, 2024: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|4,243|507|379|2,143| |Net financial liabilities|(11,238)|(760)|(2,215)|(1,530)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `847 crore for the year ended March 31, 2024. # Unhedged foreign currency exposure as at March 31, 2023: | |USD|EUR|GBP|Others| |---|---|---|---|---| |Net financial assets|2,747|91|436|2,736| |Net financial liabilities|(12,419)|(723)|(1,923)|(1,108)| 10% appreciation / depreciation of the functional currency of the Company with respect to various foreign currencies would result in increase / decrease in the Company's profit before taxes by approximately `1,016 crore for the year ended March 31, 2023. # Interest rate risk The Company's investments are primarily in fixed rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk. # Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Refer note 4 for methods, assumptions and information used to measure expected credit losses. Financial instruments that are subject to credit risk consist of trade receivables, loans, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. Bank deposits include an amount of `2,500 crore held with two banks having high credit rating which are individually in excess of 10% or more of the Company's total bank deposits as at March 31, 2024. None of the other financial instruments of the Company result in material concentration of credit risk. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements - Exposure to credit risk The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was `90,407 crore and `90,655 crore as at March 31, 2024 and 2023, respectively, being the total of the carrying amount of balances with banks, bank deposits, investments excluding equity and preference investments, trade receivables, loans, contract assets and other financial assets. The Company's exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivables and contract assets as at March 31, 2024 and 2023. - Geographic concentration of credit risk Geographic concentration of trade receivables (gross and net of allowances) and contract assets is as follows: | |As at March 31, 2024|As at March 31, 2024|As at March 31, 2023|As at March 31, 2023| |---|---|---| |Country|Gross%|Net%|Gross%|Net%| |United States of America|52.31|53.20|54.14|55.13| |India|13.22|11.68|12.03|10.37| |United Kingdom|16.47|16.78|15.48|15.80| Geographic concentration of trade receivables (gross and net of allowances) and contract assets is allocated based on the location of the customers. The allowance for lifetime expected credit losses on trade receivables for the years ended March 31, 2024 and 2023 was `88 crore and `98 crore, respectively."
+"The reconciliation of allowance for expected credit losses is as follows: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Balance at the beginning of the year|1,099|1,137| |Change during the year|88|98| |Bad debts written off|(98)|(137)| |Translation Exchange difference|(1)|1| |Balance at the end of the year|1,088|1,099| # Liquidity risk Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations including lease liabilities as and when they fall due. The tables below provide details regarding the contractual maturities of significant financial liabilities as at: | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| |---|---|---|---|---|---| |Non-derivative financial liabilities|14,599|-|-|-|14,599| |Lease liabilities|1,421|1,264|2,671|2,696|8,052| |Other financial liabilities|6,182|39|262|19|6,502| | |22,202|1,303|2,933|2,715|29,153| |Derivative financial liabilities|109|-|-|-|109| | |22,311|1,303|2,933|2,715|29,262| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements | |Due in 1st year|Due in 2nd year|Due in 3rd to 5th year|Due after 5th year|Total| | |---|---|---|---|---|---|---| |Non-derivative financial liabilities|Trade payables|13,768|-|-|-|13,768| | |Lease liabilities|1,333|1,129|2,430|2,531|7,423| | |Other financial liabilities|6,828|42|301|9|7,180| | | |21,929|1,171|2,731|2,540|28,371| |Derivative financial liabilities|141|-|-|-|141| | | | |22,070|1,171|2,731|2,540|28,512| # (n) Equity instruments The authorised, issued, subscribed and fully paid up share capital consist of the following: | | |As at March 31, 2024|As at March 31, 2023| | |---|---|---|---|---| |Authorised|460,05,00,000 equity shares of `1 each|460|460| | | |105,02,50,000 preference shares of `1 each|105|105| | | | | |565|565| |Issued, Subscribed and Fully paid up|361,80,87,518 equity shares of `1 each| |362|366| File: AR_TCS_2023_2024.md The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements. The Board of Directors at its meeting held on October 11, 2023, approved a proposal to buy-back upto 4,09,63,855 equity shares of the Company for an aggregate amount not exceeding `17,000 crore, being 1.12% of the total paid up equity share capital at `4,150 per equity share. The shareholders approved the same on November 15, 2023, by way of a special resolution through postal ballot. A Letter of Offer was made to all eligible shareholders. The Company bought back 4,09,63,855 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on December 13, 2023. Capital redemption reserve was created to the extent of share capital extinguished (`4 crore). The excess cost of buy-back of `17,046 crore (including `46 crore towards transaction cost of buy-back) over par value of shares and corresponding tax on buy-back of `3,959 crore were offset from retained earnings. # I. Reconciliation of number of shares | |As at March 31, 2024| | |As at March 31, 2023| | | |---|---|---|---|---|---|---| |Equity shares|Opening balance|365,90,51,373|366|365,90,51,373|366| | | |Shares extinguished on buy-back|(4,09,63,855)|(4)| | | | | |Closing balance|361,80,87,518|362|365,90,51,373| |366| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # II. Rights, preferences and restrictions attached to shares The Company has one class of equity shares having a par value of `1 each. Each shareholder is eligible for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. # III."
+"Shares held by Holding Company, its Subsidiaries and Associates | |As at March 31, 2024|As at March 31, 2023| | | |---|---|---|---|---| |Equity shares| | | | | |Holding company|259,54,99,419 equity shares (March 31, 2023: 264,43,17,117 equity shares) are held by Tata Sons Private Limited|260|264| | |Subsidiaries and Associates of Holding company|7220 equity shares (March 31, 2023: 7,220 equity shares) are held by Tata Industries Limited*| |-|-| | |10,04,425 equity shares (March 31, 2023: 10,14,172 equity shares) are held by Tata Investment Corporation Limited*| |-|-| | |46,798 equity shares (March 31, 2023: 46,798 equity shares) are held by Tata Steel Limited*| |-|-| | |766 equity shares (March 31, 2023: 766 equity shares) are held by The Tata Power Company Limited*| |-|-| | | |260|264| | *Equity shares having value less than `0.50 crore. # IV. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company | |As at March 31, 2024|As at March 31, 2023| | | | |---|---|---|---|---|---| |Equity shares|Tata Sons Private Limited, the holding company|259,54,99,419| | |264,43,17,117| |% of shareholding| | |71.74%| |72.27%| # V. Equity shares movement during five years preceding March 31, 2024 * Equity shares issued as bonus The Company allotted 191,42,87,591 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to `86 crore and capital redemption reserve amounting to `106 crore in three month period ended June 30, 2018, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot. * Equity shares extinguished on buy-back The Company bought back 4,00,00,000 equity shares for an aggregate amount of `18,000 crore being 1.08% of the total paid up equity share capital at `4,500 per equity share. The equity shares bought back were extinguished on March 29, 2022. The Company bought back 5,33,33,333 equity shares for an aggregate amount of `16,000 crore being 1.42% of the total paid up equity share capital at `3,000 per equity share. The equity shares bought back were extinguished on January 6, 2021. The Company bought back 7,61,90,476 equity shares for an aggregate amount of `16,000 crore being 1.99% of the total paid up equity share capital at `2,100 per equity share. The equity shares bought back were extinguished on September 26, 2018. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # VI. Disclosure of Shareholding of Promoters Disclosure of shareholding of promoters as at March 31, 2024 is as follows: |Promoter name| |Shares held by promoters| | | |% Change| |---|---|---|---|---|---|---| | | |As at March 31, 2024| |As at March 31, 2023| |during the year| | |No. of shares|% of total shares|No. of shares|% of total shares| | | |Tata Sons Private Limited|259,54,99,419|71.74%|264,43,17,117| |72.27%|(0.53)%| |Total|259,54,99,419|71.74%|264,43,17,117| |72.27%|(0.53)%| Disclosure of shareholding of promoters as at March 31, 2023 is as follows: |Promoter name| |Shares held by promoters| | | |% Change| |---|---|---|---|---|---|---| | |As at March 31, 2023| | |As at March 31, 2022| |during the year| | |No. of shares|% of total shares|No. of shares|% of total shares| | | |Tata Sons Private Limited|264,43,17,117|72.27%|264,43,17,117|72.27%| |-| |Total|264,43,17,117|72.27%|264,43,17,117|72.27%| |-| # 7) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Company as a lessee The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components. The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability."
+"The right-of-use asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease-by-lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss. The Company has elected not to apply the requirements of Ind AS 116- Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Company as a lessor At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Company applies Ind AS 115- Revenue from contracts with customers to allocate the consideration in the contract. # The details of the right-of-use assets held by the Company is as follows: | |Additions for the year ended March 31, 2024|Net carrying amount as at March 31, 2024| |---|---|---| |Leasehold land|-|928| |Buildings|1,489|5,010| |Leasehold improvement|-|1| |Computer equipment|124|152| |Software licences|-|60| |Vehicles|1|1| |Furniture and fixtures|2|2| |Total|Total|6,154| # The details of the right-of-use assets held by the Company is as follows: | |Additions for the year ended March 31, 2023|Net carrying amount as at March 31, 2023| |---|---|---| |Leasehold land|179|940| |Buildings|799|4,608| |Leasehold improvement|-|2| |Computer equipment|-|49| |Software licences|-|96| |Vehicles|-|-*| |Total|Total|5,695| *Represents value less than `0.50 crore. # Depreciation on right-of-use assets is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Leasehold land|11|10| |Buildings|1,079|1,034| |Leasehold improvement|1|2| |Computer equipment|21|16| |Software licences|36|37| |Vehicles|-*|-*| |Furniture and fixtures|-|-| |Total|Total|1,099| *Represents value less than `0.50 crore."
+"# Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements Interest on lease liabilities is `438 crore and `421 crore for the years ended March 31, 2024 and 2023, respectively. The Company incurred `221 crore and `211 crore for the years ended March 31, 2024 and 2023, respectively, towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is `1,737 crore and `1,732 crore for the years ended March 31, 2024 and 2023, respectively, including cash outflow for short term leases and leases of low-value assets. The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The present value of future cash outflows for such extension periods is `815 crore and `786 crore as at March 31, 2024 and 2023, respectively. Lease contracts entered by the Company majorly pertain for buildings taken on lease to conduct its business in the ordinary course. The Company does not have any lease restrictions and commitment towards variable rent as per the contract. # 8) Non-financial assets and non-financial liabilities # (a) Property, plant and equipment Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives as prescribed in Schedule II of the Companies Act, 2013 except in respect of certain categories of assets, where the useful life of the assets has been assessed based on a technical evaluation. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis. The estimated useful lives are as mentioned below: |Type of asset|Useful lives| |---|---| |Buildings|20 years*| |Leasehold improvements|Lease term| |Plant and equipment|10 years*| |Computer equipment|4 years*| |Vehicles|4 years*| |Office equipment|2-5 years*| |Electrical installations|4-10 years*| |Furniture and fixtures|5 years*| * The Company believes that the technically evaluated useful lives, different from Schedule II of the Companies Act, 2013, best represent the period over which these assets are expected to be used. Depreciation is not recorded on capital work-in-progress until construction and installation are complete and the asset is ready for its intended use. Property, plant and equipment with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements Property, plant and equipment consist of the following: |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2023|323|7,966|1,925|808|10,947|40|2,492|1,926|1,553|27,980| |Additions|-|201|94|55|718|6|154|79|143|1,450| |Disposals|-|(4)|(51)|(2)|(230)|(3)|(35)|(37)|(6)|(368)| |Cost as at March 31, 2024|323|8,163|1,968|861|11,435|43|2,611|1,968|1,690|29,062| |Accumulated depreciation as at April 1, 2023|-|(3,675)|(1,340)|(444)|(8,179)|(34)|(2,217)|(1,488)|(1,417)|(18,794)| |Depreciation|-|(407)|(119)|(83)|(1,336)|(4)|(149)|(123)|(73)|(2,294)| |Disposals|4|51|1|228|3|34|35|6|362| | |Accumulated depreciation as at March 31, 2024|-|(4,078)|(1,408)|(526)|(9,287)|(35)|(2,332)|(1,576)|(1,484)|(20,726)| |Net carrying amount as at March 31, 2024|323|4,085|560|335|2,148|8|279|392|206|8,336| |Capital work-in-progress*|1,450| | | | | | | | | | |Total|9,786| | | | | | | | | | *`1,450 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2024. |(` crore)|Freehold land|Buildings|Leasehold improvements|Plant and machinery|Computer equipment|Vehicles|Office installations|Electrical fixtures|Furniture|Total| |---|---|---|---|---|---|---|---|---|---|---| |Cost as at April 1, 2022|323|7,737|1,885|752|9,925|35|2,395|1,872|1,512|26,436| |Additions|-|234|48|56|1,291|8|151|63|53|1,904| |Disposals|-|(5)|(8)|-|(269)|(3)|(54)|(9)|(12)|(360)| |Cost as at March 31, 2023|323|7,966|1,925|808|10,947|40|2,492|1,926|1,553|27,980| |Accumulated depreciation as at April 1, 2022|-|(3,286)|(1,221)|(366)|(7,061)|(33)|(2,085)|(1,367)|(1,348)|(16,767)| |Depreciation|-|(393)|(127)|(78)|(1,386)|(4)|(186)|(130)|(81)|(2,385)| |Disposals|4|8|-|268|3|54|9|12|358| | |Accumulated depreciation as at March 31, 2023|-|(3,675)|(1,340)|(444)|(8,179)|(34)|(2,217)|(1,488)|(1,417)|(18,794)| |Net carrying amount as at March 31, 2023|323|4,291|585|364|2,768|6|275|438|136|9,186| |Capital work-in-progress*|1,103| | | | | | | | | | |Total|10,289| | | | | | | | | | *`1,904 crore has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2023."
+"# Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Capital work-in-progress # Capital work-in-progress ageing Ageing for capital work-in-progress as at March 31, 2024 is as follows: |Capital work-in-progress|Amount in Capital work-in-progress for a period of|Total| | | | |---|---|---|---|---|---| | |Less than 1 year|1 - 2 years|2 - 3 years|More than 3 years| | |Projects in progress|919|145|53|333|1,450| Ageing for capital work-in-progress as at March 31, 2023 is as follows: |Capital work-in-progress| |Amount in Capital work-in-progress for a period of| | | |Total| |---|---|---|---|---|---|---| | |Less than 1 year|1 - 2 years| |2 - 3 years|More than 3 years| | |Projects in progress|543|203| |37|320|1,103| Project execution plans are modulated basis capacity requirement assessment on an annual basis and all the projects are executed as per rolling annual plan. # Intangible assets Intangible assets purchased are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any. Intangible assets consist of rights under licensing agreement and software licences which are amortised over licence period which equates the economic useful life ranging between 2-5 years on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. Intangible assets consist of the following: |Rights under licensing agreement and software licences| | |---|---| |Cost as at April 1, 2023|1,727| |Additions|99| |Disposals / Derecognised|(8)| |Cost as at March 31, 2024|1,818| |Accumulated amortisation as at April 1, 2023|(918)| |Amortisation|(445)| |Disposals / Derecognised|8| |Accumulated amortisation as at March 31, 2024|(1,355)| |Net carrying amount as at March 31, 2024|463| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements |Rights under licensing agreement and software licences|(` crore)| |---|---| |Cost as at April 1, 2022|1,530| |Additions|247| |Disposals / Derecognised|(50)| |Cost as at March 31, 2023|1,727| |Accumulated amortisation as at April 1, 2022|(512)| |Amortisation|(456)| |Disposals / Derecognised|50| |Accumulated amortisation as at March 31, 2023|(918)| |Net carrying amount as at March 31, 2023|809| The estimated amortisation for years subsequent to March 31, 2024 is as follows: |Year ending March 31,|Amortisation expense| |---|---| |2025|282| |2026|100| |2027|66| |2028|15| | |463| # (c) Other assets Other assets consist of the following: # Other assets - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Considered good| | | |Capital advances|88|67| |Advances to related parties|196|63| |Contract assets|206|153| |Prepaid expenses|2,223|1,907| |Contract fulfillment costs|129|33| |Others|174|187| | |3,016|2,410| Advances to related parties, considered good, comprise: | | | | |---|---|---| |Voltas Limited|-|-*| |Tata Realty and Infrastructure Limited|-*|-*| |Tata Projects Limited|191|54| |Titan Engineering and Automation Limited|3|-| |Saankhya Labs Private Limited|-|8| |Universal MEP Projects & Engineering Services Limited|2|1| *Represents value less than `0.50 crore. # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Other assets - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Considered good| | | |Advance to suppliers|109|48| |Advance to related parties|1,023|18| |Contract assets|4,998|4,678| |Prepaid expenses|1,839|1,336| |Contract fulfillment costs|995|531| |Indirect taxes recoverable|1,152|853| |Others|281|325| |Considered doubtful| | | |Advance to suppliers|2|2| |Other advances|2|2| |Less: Allowance for doubtful assets|(4)|(4)| |Total|10,397|7,789| # Advance to related parties, considered good comprise: |Tata Sons Private Limited|-|7| |---|---|---| |Tata AIG General Insurance Company Limited|7|1| |Titan Company Limited|-|1| |Tejas Networks Limited|960|-| |Tata Consultancy Services Deutschland GmbH|12|7| |Tata Consultancy Services De Mexico S.A., De C.V.|3|2| |Tata Consultancy Services (South Africa) (PTY) Ltd.|1|-| |Tata Consultancy Services Do Brasil Ltda|1|-| |Tata Consultancy Services Italia s.r.l.|1|-| |Tata Consultancy Services Japan, Ltd.|2|-| |Tata America International Corporation|35|-| |Tata Consultancy Services (China) Co., Ltd.|1|-| # Non-current - Others Non-current - Others includes advance of `177 crore and `177 crore towards acquiring right-of-use of leasehold land as at March 31, 2024 and 2023, respectively."
+"# Contract fulfillment costs Contract fulfillment costs of `464 crore and `631 crore for the years ended March 31, 2024 and 2023, respectively, have been amortised in the standalone statement of profit and loss. Refer note 10 for the changes in contract assets. # (d) Inventories Inventories consists of a) Raw materials, sub-assemblies and components, b) Work-in-progress, c) Stores and spare parts and d) Finished goods. Inventories are carried at lower of cost and net realisable value. The cost of raw materials, sub-assemblies and components is determined on a weighted average basis. Cost of finished goods produced or purchased by the Company includes direct material and labour cost and a proportion of manufacturing overheads. # Inventories consist of the following: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Raw materials, sub-assemblies and components|27|22| |Finished goods and work-in-progress|-*|5| |Total|27|27| *Represents value less than `0.50 crore. # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # (e) Other liabilities Other liabilities consist of the following: # Other liabilities - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Advance received from customers|1,757|457| |Indirect taxes payable and other statutory liabilities|2,350|2,429| |Others|351|227| |Total|4,458|3,113| # (f) Provisions Provisions consist of the following: # Provisions - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Provision towards legal claim (Refer note 19)|-|206| |Provision for foreseeable loss|70|70| |Other provisions|1|3| |Total|71|279| # 9) Other equity Other equity consist of the following: # Other equity | |As at March 31, 2024|As at March 31, 2023| | |---|---|---|---| |Capital reserve*|-|-| | |Capital redemption reserve|Opening balance|17|17| |Transfer from retained earnings (Refer note 6(n))|4|-| | |Total|21|17| | |Special Economic Zone re-investment reserve|Opening balance|11,809|7,287| |Transfer from retained earnings|9,875|8,380| | |Transfer to retained earnings|(5,450)|(3,858)| | |Total|16,234|11,809| | |Retained earnings|Opening balance|62,228|68,949| |Profit for the year|43,559|39,106| | |Remeasurement of defined employee benefit plans|(47)|42| | |Expenses for buy-back of equity shares (Refer note 6(n))|(46)|-| | |Tax on buy-back of equity shares (Refer note 6(n))|(3,959)|-| | |Buy-back of equity shares (Refer note 6(n))|(16,996)|-| | |Transfer from Special Economic Zone re-investment reserve|5,450|3,858| | |Total|90,189|111,955| | # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements |(` crore)|As at March 31, 2024|As at March 31, 2023| |---|---|---| |Less: Appropriations| | | |Dividend on equity shares|25,137|41,347| |Transfer to capital redemption reserve (Refer note 6(n))|4|-| |Transfer to Special Economic Zone re-investment reserve|9,875|8,380| | |55,173|62,228| |Investment revaluation reserve| | | |Opening balance|138|580| |Change during the year (net)|201|(442)| | |339|138| |Cash flow hedging reserve (Refer note 6(l))| | | |Opening balance|(20)|(26)| |Change during the year (net)|11|6| | |(9)|(20)| | |71,758|74,172| *Represents value less than `0.50 crore. # 10) Revenue recognition The Company earns revenue primarily from providing IT services, consulting and business solutions. The Company offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. - Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. - Revenue related to fixed price maintenance and support services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight-lined over the period of performance. - In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method ('POC method') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations. - Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method. File: AR_TCS_2023_2024.md - Revenue from the sale of distinct third party hardware is recognised at the point in time when control is transferred to the customer. - The solutions offered by the Company may include supply of third-party equipment or software."
+"In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Company is acting as the principal or as an agent of the customer. The Company recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements The Company's contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgement is also required to determine the transaction price for the contract and to ascribe the transaction price to each distinct performance obligation. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations. The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc. Revenue from subsidiaries is recognised based on transaction price which is at arm's length. Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence, whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered. Contract assets are recognised when there are excess of revenues earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue (""contract liability"") is recognised when there are billings in excess of revenues. The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period. In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received. Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Company disaggregates revenue from contracts with customers by nature of services, industry verticals and geography."
+"# Revenue disaggregation by nature of services is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Consultancy services|2,00,054|1,88,748| |Sale of equipment and software licences|2,305|1,606| |Total|2,02,359|1,90,354| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Revenue disaggregation by industry vertical is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Banking, Financial Services and Insurance|71,349|68,240| |Manufacturing|18,854|16,905| |Consumer Business|34,612|33,169| |Communication, Media and Technology|35,061|33,606| |Life Sciences and Healthcare|24,352|22,398| |Others|18,131|16,036| |Total|2,02,359|1,90,354| # Revenue disaggregation by geography is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Americas| | | |North America|115,581|113,208| |Latin America|484|382| |Europe| | | |United Kingdom|35,625|30,676| |Continental Europe|20,705|19,209| |Asia Pacific|12,466|12,017| |India|13,105|10,941| |Middle East and Africa|4,393|3,921| |Total|2,02,359|1,90,354| Geographical revenue is allocated based on the location of the customers. # Information about major customers No single customer represents 10% or more of the Company's total revenue during the years ended March 31, 2024 and 2023. While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is `1,34,160 crore out of which 50.03% is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above. # Changes in contract assets are as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|4,831|3,470| |Invoices raised that were included in the contract assets balance at the beginning of the year|(3,278)|(2,632)| |Increase due to revenue recognised during the year, excluding amounts billed during the year|3,595|3,826| |Translation exchange difference|56|167| |Balance at the end of the year|5,204|4,831| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Changes in unearned and deferred revenue are as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Balance at the beginning of the year|3,604|3,573| |Revenue recognised that was included in the contract liability balance at the beginning of the year|(3,110)|(2,643)| |Increase due to invoicing during the year, excluding amounts recognised as revenue during the year|2,541|2,589| |Translation exchange difference|2|85| |Balance at the end of the year|3,037|3,604| # Reconciliation of revenue recognised with the contracted price is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Contracted price|2,05,717|1,93,451| |Reductions towards variable consideration components|(3,358)|(3,097)| |Revenue recognised|2,02,359|1,90,354| # Other income Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method. Other income consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Interest income|3,382|3,046| |Dividend income|3,296|2,106| |Net gain on disposal / fair valuation of investments carried at fair value through profit or loss|253|205| |Net gain on sale of investments other than equity shares carried at fair value through OCI|11|4| |Net gain on disposal of property, plant and equipment|8|27| |Net gain / (loss) on lease modification|2|(3)| |Net gain on sub-lease|-|7| |Net foreign exchange gain / (loss)|243|(173)| |Rent income|25|22| |Other income|53|87| |Total|7,273|5,328| # Interest income comprise: - Interest on bank balances and bank deposits: 412 (173) - Interest on financial assets carried at amortised cost: 347 (574) - Interest on financial assets carried at fair value through OCI: 2,198 (2,131) - Other interest (including interest on tax refunds): 425 (168) # Dividend income comprise: Dividend from subsidiaries: 3,296 (2,106) # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # 12) Employee benefits # Defined benefit plans For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date."
+"Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits. The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme. The Company provides benefits such as gratuity, pension and provident fund (Company managed fund) to its employees which are treated as defined benefit plans. # Defined contribution plans Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits. The Company provides benefits such as superannuation and foreign defined contribution plans to its employees which are treated as defined contribution plans. # Short-term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. # Compensated absences Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date using the Projected Unit Credit Method. # Employee benefit expenses consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Salaries, incentives and allowances|93,257|87,049| |Contributions to provident and other funds|7,099|6,450| |Staff welfare expenses|2,783|2,719| |Total|103,139|96,218| # Employee benefit obligations consist of the following: # Employee benefit obligations - Non-current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Foreign defined benefit plans|29|28| |Other employee benefit obligations|115|67| |Total|144|95| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Employee benefit obligations - Current | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Compensated absences|3,300|2,991| |Other employee benefit obligations|32|31| |Total|3,332|3,022| # Employee benefit plans consist of the following: Gratuity and pension In accordance with Indian law, the Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days' salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The Company manages the plan through a trust. Trustees administer contributions made to the trust. Certain overseas branches of the Company also provide for retirement benefit plans in accordance with the local laws."
+"# The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements: | | |As at March 31, 2024| | |As at March 31, 2023| | | | |---|---|---|---|---|---|---|---|---| | |Domestic plans|Foreign plans|Foreign plans|Domestic plans|Foreign plans|Foreign plans| | | | |funded|funded|unfunded|funded|funded|unfunded| | | |Change in benefit obligations|4,643|1|28|4,672|4,464|1|25|4,490| |Translation exchange difference|-|-|-|-|-|-|2|2| |Changes due to inter-company transfers|1|-|-|1|(3)|-|-|(3)| |Service cost|481|-|4|485|512|-|5|517| |Interest cost|361|-|1|362|330|-|1|331| |Remeasurement of the net defined benefit liability|168|-|2|170|(158)|-|1|(157)| |Benefits paid|(381)|-|(6)|(387)|(502)|-|(6)|(508)| |Benefit obligations, end of the year|5,273|1|29|5,303|4,643|1|28|4,672| # Change in plan assets | | |As at March 31, 2024| | | | |As at March 31, 2023| | | | |---|---|---|---|---|---|---|---|---|---|---| | |Domestic plans|Foreign plans|Foreign plans|Domestic plans|Foreign plans|Foreign plans| | | | | | |funded|funded|unfunded|funded|funded|unfunded| | | | | |Fair value of plan assets, beginning of the year|6,389|1| |-|6,390|5,517|1|-| |5,518| |Changes due to inter-company transfers|1|-|-|1| |(3)|-|-|(3)| | |Interest income|500|-|-|500| |424|-|-|424| | |Employers' contributions|595|-|-|595| |1,056|-|-|1,056| | |Benefits paid|(381)|-|-|(381)| |(502)|-|-|(502)| | |Remeasurement- return on plan assets excluding amount included in interest income|110|-|-|110| |(103)|-|-|(103)| | |Fair value of plan assets, end of the year|7,214|1| |-|7,215|6,389|1|-| |6,390| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements | |As at March 31, 2024|As at March 31, 2024|As at March 31, 2024|As at March 31, 2023|As at March 31, 2023|As at March 31, 2023| | | | | | | |---|---|---|---|---|---|---|---|---| | |Domestic plans funded|Foreign plans funded|Foreign plans unfunded|Total|Domestic plans funded|Foreign plans funded|Foreign plans unfunded|Total| |Funded status|-|-|(29)|(29)|-|-|(28)|(28)| |Surplus of plan assets over obligations|1,941|-|-|1,941|1,746|-|-|1,746| | |1,941|-|(29)|1,912|1,746|-|(28)|1,718| # Category of assets | | |As at March 31, 2024| | |As at March 31, 2023| | | | |---|---|---|---|---|---|---|---|---| | |Domestic plans funded|Foreign plans funded|Foreign plans unfunded|Total|Domestic plans funded|Foreign plans funded|Foreign plans unfunded|Total| |Corporate bonds|1,960|-|-|1,960|1,832|-|-|1,832| |Equity instruments|201|-|-|201|121|-|-|121| |Government bonds and securities|3,172|-|-|3,172|2,917|-|-|2,917| |Insurer managed funds|1,729|1|-|1,730|1,387|1|-|1,388| |Bank balances|10|-|-|10|6|-|-|6| |Others|142|-|-|142|126|-|-|126| | |7,214|1|-|7,215|6,389|1|-|6,390| # Net periodic gratuity cost, included in employee cost consists of the following components: | | |As at March 31, 2024| | |As at March 31, 2023| | | | |---|---|---|---|---|---|---|---|---| | |Domestic plans funded|Foreign plans funded|Foreign plans unfunded|Total|Domestic plans funded|Foreign plans funded|Foreign plans unfunded|Total| |Service cost|481|-|4|485|512|-|5|517| |Net interest on net defined benefit asset|(139)|-|1|(138)|(94)|-|1|(93)| |Net periodic gratuity / pension cost|342|-|5|347|418|-|6|424| |Actual return on plan assets|610|-|-|610|321|-|-|321| # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Remeasurement of the net defined benefit (asset) / liability: | | |As at March 31, 2024| | | |---|---|---|---|---| | |Domestic plans|Foreign plans|Foreign plans|Total| | |funded|funded|unfunded| | |Actuarial gains arising from changes in demographic assumptions|(2)|-|-|(2)| |Actuarial losses arising from changes in financial assumptions|66|-|-|66| |Actuarial losses arising from changes in experience adjustments|104|-|2|106| |Remeasurement of the net defined benefit liability|168|-|2|170| |Remeasurement- return on plan assets excluding amount included in interest income|(110)|-|-|(110)| | |58|-|2|60| | | |As at March 31, 2023| | | |---|---|---|---|---| | |Domestic plans|Foreign plans|Foreign plans|Total| | |funded|funded|unfunded| | |Actuarial losses arising from changes in demographic assumptions|30|-|1|31| |Actuarial gains arising from changes in financial assumptions|(164)|-|(3)|(167)| |Actuarial (gains) and losses arising from changes in experience adjustments|(24)|-|3|(21)| |Remeasurement of the net defined benefit liability|(158)|-|1|(157)| |Remeasurement- return on plan assets excluding amount included in interest income|103|-|-|103| | |(55)|-|1|(54)| # The assumptions used in accounting for the defined benefit plan are set out below: | |As at March 31, 2024| |As at March 31, 2023| | |---|---|---|---|---| | |Domestic plans|Foreign plans|Domestic plans|Foreign plans| |Discount rate|7.25%|3.50%-4.80%|7.50%|3.90%-4.80%| |Rate of increase in compensation levels of covered employees|6.00%|2.68%- 3.63%|6.00%|1.95%-3.62%| |Rate of return on plan assets|7.25%|3.50%-4.80%|7.50%|3.90%-4.80%| |Weighted average duration of defined benefit obligations|6 Years|3-6 Years|7 Years|3-8 Years| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements Future mortality assumptions are taken based on the published statistics by the Insurance Regulatory and Development Authority of India. The expected benefits are based on the same assumptions as are used to measure the Company's defined benefit plan obligations as at March 31, 2024. The Company does not expect to contribute to defined benefit plan obligations funds for year ending March 31, 2025 in view of adequate surplus plan assets as at March 31, 2024. The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant."
+"# Sensitivity Analysis of Discount Rate | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Increase of 0.50%|(123)|(121)| |Decrease of 0.50%|129|127| # Sensitivity Analysis of Expected Salary Growth | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Increase of 0.50%|130|129| |Decrease of 0.50%|(125)|(123)| The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Each year an Asset- Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study. # Defined Benefit Obligations Maturity |Year ending March 31,|Defined benefit obligations| |---|---| |2025|798| |2026|670| |2027|665| |2028|650| |2029|603| |2030-2034|2,297| # Provident Fund In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to a trust set up by the Company to manage the investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in statement of profit and loss under employee benefit expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements The details of fund and plan assets are given below: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Fair value of plan assets|29,170|25,511| |Present value of defined benefit obligations|(29,170)|(25,511)| |Net excess / (shortfall)|-|-| The plan assets have been primarily invested in Government securities and corporate bonds. The principal assumptions used in determining the present value obligations of interest guarantee under the deterministic approach are as follows: | |As at March 31, 2024|As at March 31, 2023| |---|---|---| |Discount rate|7.25%|7.50%| |Average remaining tenure of investment portfolio|6 Years|7 Years| |Guaranteed rate of return|8.25%|8.15%| The Company expensed `1,681 crore and `1,614 crore for the years ended March 31, 2024 and 2023, respectively, towards provident fund. # Superannuation All eligible employees on Indian payroll are entitled to benefits under Superannuation, a defined contribution plan. The Company makes monthly contributions until retirement or resignation of the employee. The Company recognises such contributions as an expense when incurred. The Company has no further obligation beyond its monthly contribution. The Company expensed `286 crore and `278 crore for the years ended March 31, 2024 and 2023, respectively, towards Employees' Superannuation Fund. # Foreign defined contribution plan The Company expensed `1,316 crore and `1,070 crore for the years ended March 31, 2024 and 2023, respectively, towards foreign defined contribution plans. # Cost recognition Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software licences, depreciation and amortisation expense and other expenses. Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts and advances written off, allowance for expected credit losses and doubtful advances (net) and other expenses. Other expenses are aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc."
+"# (a) Cost of equipment and software licences Cost of equipment and software licences consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Raw materials, sub-assemblies and components consumed|42|37| |Equipment and software licences purchased|3,300|1,381| | |3,342|1,418| |Finished goods and work-in-progress| | | |Opening stock|5|3| |Less: Closing stock|-*|5| | |5|(2)| | |3,347|1,416| *Represents value less than `0.50 crore. # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # (b) Other expenses Other expenses consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Fees to external consultants|22,539|25,539| |Facility expenses|2,511|2,178| |Travel expenses|2,340|2,100| |Communication expenses|1,528|1,588| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|97|110| |Other expenses|11,011|10,208| |Total|40,026|41,723| Other expenses include `5,118 crore and `4,777 crore for the years ended March 31, 2024 and 2023, respectively, towards sales, marketing and advertisement expenses and `3,655 crore and `2,544 crore for the years ended March 31, 2024 and 2023, respectively, towards project expenses. # (c) Corporate Social Responsibility (CSR) expenditure | |Year ended March 31, 2024|Year ended March 31, 2023| | |---|---|---|---| |1 Amount required to be spent by the company during the year|818|773| | |2 Amount of expenditure incurred on:| | | | |(i) Construction/acquisition of any asset|-|-| | |(ii) On purposes other than (i) above|827|783| | |3 Shortfall at the end of the year|-|-| | |4 Total of previous years shortfall|-|-| | |5 Reason for shortfall|-|NA| | |6 Nature of CSR activities|Education, Research, Health care, Conservation and empowerment programs|Education, Research, Health care, Conservation and empowerment programs| | | |7 Details of related party transactions in relation to CSR expenditure as per relevant Accounting Standard:|Contribution to TCS Foundation in relation to CSR expenditure|520|543| # 14) Finance costs Finance costs consist of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Interest on lease liabilities|438|421| |Interest on tax matters|23|49| |Other interest costs|212|225| |Total|673|695| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # 15) Income taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. # Current income taxes File: AR_TCS_2023_2024.md The current income tax expense includes income taxes payable by the Company having its branches in India and overseas where it operates. The current tax payable by the Company in India is Indian income tax payable on income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs). Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company's worldwide income. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying unit intends to settle the asset and liability on a net basis. # Deferred income taxes Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination, affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised."
+"Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # The income tax expense consists of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Current tax| | | |Current tax expense for current year|14,422|13,623| |Current tax benefit pertaining to prior years|(244)|(677)| | |14,178|12,946| |Deferred tax| | | |Deferred tax benefit for current year|(135)|(362)| | |(135)|(362)| | |14,043|12,584| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements The reconciliation of estimated income tax expense at statutory income tax rate to income tax expense reported in statement of profit and loss is as follows: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Profit before taxes|57,602|51,690| |Indian statutory income tax rate|34.94%|34.94%| |Expected income tax expense|20,128|18,063| |Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense| | | |Tax holidays|(6,393)|(5,097)| |Income exempt from tax|(1,152)|(736)| |Undistributed earnings in branches|(35)|58| |Tax on income at different rates|1,313|963| |Tax pertaining to prior years|(244)|(677)| |Effect of tax rate change under new regime|441|-| |Others (net)|(15)|10| |Total income tax expense|14,043|12,584| The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme, the unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or gains derived from export of services for the first five years, 50% of such profits or gains for a further period of five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. From April 1, 2011 profits from units set up under SEZ scheme are subject to Minimum Alternate Tax (MAT)."
+"# Significant components of net deferred tax assets and liabilities for the year ended March 31, 2024 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / utilisation|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|597|64|-|-|661| |Provision for employee benefit obligations|786|86|-|-|872| |Cash flow hedges|7|-|(3)|-|4| |Receivables, financial assets at amortised cost|403|(8)|-|-|395| |Branch profit tax|(135)|35|-|-|(100)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(83)|-|(36)|-|(119)| |Lease liabilities and right-of-use assets|188|11|-|-|199| |Others|511|(53)|-|-|458| | |2,274|135|(39)|-|2,370| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Gross deferred tax assets and liabilities are as follows: |As at March 31, 2024|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets|714|53|661| |Provision for employee benefit obligations|872|-|872| |Cash flow hedges|4|-|4| |Receivables, financial assets at amortised cost|395|-|395| |Branch profit tax|-|100|(100)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(119)|-|(119)| |Lease liabilities|1,192|-|1,192| |Right-of-use assets|(993)|-|(993)| |Others|459|1|458| |Total|2,524|154|2,370| # Significant components of net deferred tax assets and liabilities for the year ended March 31, 2023 are as follows: | |Opening balance|Recognised in profit and loss|Recognised in / reclassified from other comprehensive income|Adjustments / utilisation|Closing balance| |---|---|---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and intangible assets|374|223|-|-|597| |Provision for employee benefit obligations|733|53|-|-|786| |Cash flow hedges|8|-|(1)|-|7| |Receivables, financial assets at amortised cost|372|31|-|-|403| |MAT credit entitlement|974|-|-|(974)|-| |Branch profit tax|(77)|(58)|-|-|(135)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(320)|-|237|-|(83)| |Lease liabilities and right-of-use assets|181|7|-|-|188| |Others|405|106|-|-|511| |Total|2,650|362|236|(974)|2,274| # Gross deferred tax assets and liabilities are as follows: |As at March 31, 2023|Assets|Liabilities|Net| |---|---|---|---| |Deferred tax assets / (liabilities) in relation to Property, plant and equipment and Intangible assets|651|54|597| |Provision for employee benefit obligations|786|-|786| |Cash flow hedges|7|-|7| |Receivables, financial assets at amortised cost|403|-|403| |Branch profit tax|-|135|(135)| |Unrealised gain on securities carried at fair value through profit or loss / other comprehensive income|(83)|-|(83)| |Lease liabilities|1,090|-|1,090| |Right-of-use assets|(902)|-|(902)| |Others|512|1|511| |Total|2,464|190|2,274| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements Under the Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax in the tax holiday period. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. # Direct tax contingencies The Company has ongoing disputes with income tax authorities in India and in some of the other jurisdictions where it operates. The disputes relate to tax treatment of certain expenses claimed as deduction, computation or eligibility of tax incentives and allowances and characterisation of fees for services received. Contingent liability in respect of tax demands received from direct tax authorities in India and other jurisdictions is ₹1,794 crore and ₹1,471 crore as at March 31, 2024 and 2023, respectively. These demand orders are being contested by the Company based on the management evaluation and advise of tax consultants. In respect of tax contingencies of ₹318 crore and ₹318 crore as at March 31, 2024 and 2023, respectively, not included above, the Company is entitled to an indemnification from the seller of TCS e-Serve Limited. The Company periodically receives notices and inquiries from income tax authorities related to the Company's operations in the jurisdictions it operates in. The Company has evaluated these notices and inquiries and has concluded that any consequent income tax claims or demands by the income tax authorities will not succeed on ultimate resolution. The number of years that are subject to tax assessments varies depending on tax jurisdiction. The major tax jurisdictions of Tata Consultancy Services Limited include India, United States of America and United Kingdom. In India, tax filings from fiscal 2022 are generally subject to examination by the tax authorities. In United States of America, the federal statute of limitation applies to fiscals 2020 and earlier and applicable state statutes of limitation vary by state. In United Kingdom, the statute of limitation generally applies to fiscal 2019 and earlier. # 16) Earnings per share Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period."
+"The Company did not have any potentially dilutive securities in any of the periods presented. | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Profit for the year (₹ crore)|43,559|39,106| |Weighted average number of equity shares|364,68,51,755|365,90,51,373| |Basic and diluted earnings per share (₹)|119.44|106.88| |Face value per equity share (₹)|1|1| # 17) Auditor's remuneration Auditor's remuneration consists of the following: | |Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Auditor|11|11| |For taxation matters|1|1| |For other services|4|4| |For reimbursement of expenses|1|1| # 18) Segment information The Company publishes the standalone financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108- Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # 19) Commitments and contingencies # Capital commitments The Company has contractually committed (net of advances) `1,939 crore and `1,454 crore as at March 31, 2024 and 2023, respectively, for purchase of property, plant and equipment. # Contingencies - Direct tax matters Refer note 15. - Indirect tax matters The Company has ongoing disputes with tax authorities mainly relating to treatment of characterisation and classification of certain items. The Company has demands amounting to `516 crore and `498 crore as at March 31, 2024 and 2023, respectively, from various indirect tax authorities which are being contested by the Company based on the management evaluation and advice of tax consultants. - Other claims Claims aggregating `126 crore and `218 crore as at March 31, 2024 and 2023, respectively, against the Company have not been acknowledged as debts. In addition to above, in October 2014, Epic Systems Corporation (referred to as Epic) filed a legal claim against the Company in the Court of Western District Madison, Wisconsin alleging unauthorised access to and download of their confidential information and use thereof in the development of the Company's product MedMantra. Pursuant to an initial unfavourable judgment from the District Court, the Appeals court re-affirmed the order of compensatory damages of `1,167 crore (US $140 million) and remanded back to the District Court to reassess matter relating to punitive damages (to limit maximum up to `1,167 crore (US $140 million)), the Company has already paid the compensatory damages of `1,167 crore (US $140 million) along with interest in April 2022. The Company's second appeal in the Appeals Court to reduce the punitive damages subsequently affirmed by the District Court was disposed on July 14, 2023, with a re-affirmation of the District Court order awarding punitive damages of `1,167 crore (US $140 million). The Company's petition to the Supreme Court to review the entire judgement including both the compensatory and punitive damages re-affirmed by the Appeals Court was rejected by the Supreme Court on November 20, 2023, pursuant to which, punitive damages of `1,167 crore (US $140 million) was paid on December 1, 2023. The Company has provided the balance punitive damages amount of `958 crore (US $115 million) in its financial statements for the year ended March 31, 2024 and disclosed the same as an ""exceptional item"" in the standalone statement of profit and loss. # Guarantees and letter of comfort The Company has given letter of comfort to banks for credit facilities availed by its subsidiaries. As per the terms of letter of comfort, the Company undertakes not to divest its ownership interest directly or indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful operations of the subsidiary. The Company has provided guarantees to third parties on behalf of its subsidiaries. The Company does not expect any outflow of resources in respect of the above. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties. Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # 20) Related party transactions The Company's principal related parties consist of its holding company, Tata Sons Private Limited and its subsidiaries, its own subsidiaries, affiliates and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enter into transactions in the ordinary course of business. Refer note 21 of consolidated financial statement for list of subsidiaries of the Company."
+"Transactions with related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|50|26,298|1,006|3,875|-|31,229| |Dividend income|-|3,296|-|-|-|3,296| |Rent income|-|43|-|-|-|43| |Other income|-|40|-|-|-|40| |Purchases of goods and services (including reimbursements)|1|17,707|1,344|248|-|19,300| |Brand equity contribution|200|-|-|-|-|200| |Facility expenses|1|76|18|73|-|168| |Lease rental|-|-|49|46|-|95| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|-|-|7|(1)|-|6| |Contribution and advance to post employment benefit plans|-|-|-|-|3,783|3,783| |Purchase of property, plant and equipment|-|-|108|98|-|206| |Advances given|-|5|1,013|98|-|1,116| |Advances recovered|-|5|8|4|-|17| |Advances taken|-|45|27|1|-|73| |Dividend paid|18,177|-|8|2|-|18,187| |Buy-back of shares|10,548|-|4|3|-|10,555| |Cost recovery|-|4,177|-|-|-|4,177| |Sale of property, plant and equipment|-|1|-|-|-|1| |Transfer in of employee benefit obligations|-|1|-|-|-|1| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements | |Tata Sons Private Limited|Subsidiaries of the Tata Sons Private Limited|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons Private Limited and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |Revenue from operations|38|23,753|1,152|2,506|-|27,449| |Dividend income|-|2,106|-|-|-|2,106| |Rent income|-|33|-|-|-|33| |Other income|-|36|-|-|-|36| |Purchases of goods and services (including reimbursements)|-|15,069|564|226|-|15,859| |Brand equity contribution|99|-|-|-|-|99| |Facility expenses|1|109|23|59|-|192| |Lease rental|-|-|56|47|-|103| |Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)|-|-|(1)|1|-|-| |Contribution and advance to post employment benefit plans|-|-|-|-|2,955|2,955| |Purchase of property, plant and equipment|-|1|13|137|-|151| |Advances given|-|-|1|45|-|46| |Advances recovered|-|-|1|15|-|16| |Advances taken|-|2|25|5|-|32| |Dividend paid|29,881|-|16|6|-|29,903| |Guarantees given|-|237|-|-|-|237| |Cost recovery|-|3,591|-|-|-|3,591| |Transfer out of employee benefit obligations|-|6|-|-|-|6| |Transfer in of employee benefit obligations|-|1|-|-|-|1| # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Balances receivable from related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2024|5|8,054|406|1,290|-|9,755| | |2|184|1,238|9|-|1,433| | |7|8,238|1,644|1,299|-|11,188| |As at March 31, 2023|2|7,279|429|794|-|8,504| | |10|458|95|85|-|648| | |12|7,737|524|879|-|9,152| # Balances payable to related parties are as follows: | |Tata Sons Private Limited|Subsidiaries of the Company|Subsidiaries of Tata Sons Private Limited|Associates / joint ventures of Tata Sons and their subsidiaries|Other related parties|Total| |---|---|---|---|---|---|---| |As at March 31, 2024|181|7,824|993|422|-|9,420| | |-|3,664|1,412|13|-|5,089| |As at March 31, 2023|90|6,771|364|314|278|7,817| | |-|4,427|12|50|-|4,489| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # Material related party transactions are as follows: |(` crore)|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Revenue from operations| | | |Tata Consultancy Services Deutschland GmbH|3,593|3,221| |Tata Consultancy Services Netherlands BV|4,009|3,402| |Tata Consultancy Services Canada Inc.|3,666|3,544| |Jaguar Land Rover Limited|2,902|1,706| |Tata Digital Private Limited|286|502| |Purchases of goods and services (including reimbursements) and net of cost recovery| | | |Tata America International Corporation|4,184|3,824| |Tata Consultancy Services De Mexico S.A., De C.V.|3,335|2,946| |Tata Consultancy Services Canada Inc.|1,938|1,280| |Tejas Networks Limited|754|-| |Dividend income| | | |Tata America International Corporation|1,158|643| |TCS Iberoamerica SA|835|190| |Advances given| | | |Tejas Networks Limited|960|-| # Material related party balances are as follows: |(` crore)|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Trade receivables and contract assets| | | |Tata America International Corporation|1,931|1,366| |Tata Consultancy Services France|1,249|1,227| |Jaguar Land Rover Limited|898|482| |Trade payables, unearned and deferred revenue, other financial liabilities and other liabilities| | | |Tata America International Corporation|2,978|2,688| |Tata Consultancy Services De Mexico S.A., De C.V.|984|933| |Tata Consultancy Services Canada Inc.|1,077|618| |Tejas Networks Limited|607|-| |Loans, other financial assets and other assets| | | |Tejas Networks Limited|960|-| # Transactions with key management personnel are as follows: |(` crore)|Year ended March 31, 2024|Year ended March 31, 2023| |---|---|---| |Short-term benefits|57|58| |Dividend paid during the year|1|2| |Post-employment benefits|2|-| |Total|60|60| The remuneration of directors and key executives is determined by the nomination and remuneration committee having regard to the performance of individuals and market trends. # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 Notes forming part of Standalone Financial Statements Transactions with key management personnel for the year ended March 31, 2023 did not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid were not available. 21) No funds have been advanced / loaned / invested (from borrowed funds or from share premium or from any other sources / kind of funds) by the Company to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries."
+"No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding (whether recorded in writing or otherwise) that the Company shall (i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 22) The sitting fees and commission paid to non-executive directors is `15 crore and `13 crore as at March 31, 2024 and 2023, respectively. 23) The Board of Directors approved post-employment benefits, payable to the outgoing CEO and Managing Director, which has been actuarially valued. Accordingly, the Company has recorded an expense of `48 crore during the year ended March 31, 2024. 24) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Company will assess the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. # 25) Additional Regulatory Information # * Ratios |Ratio|Numerator|Denominator|Current year|Previous year| |---|---|---|---|---| |Current ratio (in times)|Total current assets|Total current liabilities|2.2|2.4| |Debt-Equity ratio (in times)|Debt consists of borrowings|Total equity|0.1|0.1| |Debt service coverage ratio (in times)|Earning for Debt Service = Net Profit after taxes + Non-cash operating expenses + Interest + Other non-cash adjustments|Debt service = Interest and lease payments + Principal repayments|24.0|23.4| |Return on equity ratio (in %)|Profit for the year less Preference dividend (if any)|Average total equity|59.4%|51.6%| |Trade receivables turnover ratio (in times)|Revenue from operations|Average trade receivables|4.5|4.8| |Trade payables turnover ratio (in times)|Cost of equipment and software licences + Other expenses|Average trade payables|3.1|3.6| |Net capital turnover ratio (in times)|Revenue from operations|Average working capital (i.e. Total current assets less Total current liabilities)|3.8|3.5| |Net profit ratio (in %)|Profit for the year|Revenue from operations|21.5%|20.5%| |Return on capital employed (in %)|Profit before tax and finance costs|Capital employed = Net worth + Lease liabilities + Deferred tax liabilities|74.3%|65.2%| |Return on investment (in %)|Income generated from invested funds|Average invested funds in treasury investments|8.3%|7.4%| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 # Notes forming part of Standalone Financial Statements # 26) Dividends Dividends paid during the year ended March 31, 2024 include an amount of `24.00 per equity share towards final dividend for the year ended March 31, 2023 and an amount of `45.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2024. Dividends paid during the year ended March 31, 2023 include an amount of `22.00 per equity share towards final dividend for the year ended March 31, 2022 and an amount of `91.00 per equity share towards interim dividends (including special dividend) for the year ended March 31, 2023. Dividends declared by the Company are based on the profit available for distribution. On April 12, 2024, the Board of Directors of the Company have proposed a final dividend of `28.00 per share in respect of the year ended March 31, 2024 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately `10,131 crore. # NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies |Sr."
+"No.|Name of the Subsidiary|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Turnover|Profit before Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |1|Tata America International Corporation|August 9, 2004|April 1, 2023|March 31, 2024|USD|83.38|2500|2|1,667|5,245|3,576|357|5,398|1,454|276|1,178|100%|U.S.A.| |2|Tata Consultancy Services Canada Inc.|October 1, 2009|April 1, 2023|March 31, 2024|CAD|61.30|6154|43|1,863|3,973|2,067|-|11,712|1,419|374|1,045|100%|Canada| |3|Tata Consultancy Services Argentina S.A.|August 9, 2004|January 1, 2023|December 31, 2023|ARS|USD 0.097|220|- (1)|23|24|-|24|(1)|(1)|-|100%|Argentina| | |4|Tata Consultancy Services Chile S.A.|August 9, 2004|January 1, 2023|December 31, 2023|CLP|USD 0.085|62|145|215|517|157|48|788|55|9|46|100%|Chile| |5|Tata Consultancy Services De Mexico S.A., De C.V.|August 9, 2004|January 1, 2023|December 31, 2023|MXN|USD 5.032|106|1|915|2,274|1,358|-|5,389|313|109|204|100%|Mexico| |6|Tata Consultancy Services Do Brasil Ltda|August 9, 2004|January 1, 2023|December 31, 2023|BRL|USD 16.726|009|294|127|772|351|-|1,770|49|24|25|100%|Brazil| |7|TCS Iberoamerica SA|August 9, 2004|January 1, 2023|December 31, 2023|USD|83.38|2500|821|1,001|1,822|-|1,811|-|862|32|830|100%|Uruguay| |8|TCS Inversiones Chile Limitada|August 9, 2004|January 1, 2023|December 31, 2023|CLP|USD 0.085|062|130|149|302|23|273|36|45|1|44|100%|Chile| |9|TCS Solution Center S.A.|August 9, 2004|January 1, 2023|December 31, 2023|UYU|USD 2.220|573|80|240|481|161|-|1,022|113|37|76|100%|Uruguay| |10|TATASOLUTION CENTER S.A.|December 28, 2006|January 1, 2023|December 31, 2023|USD|83.38|2500|25|71|217|121|-|417|1|-|1|100%|Ecuador| |11|MGDC S.C.|January 1, 2010|January 1, 2023|December 31, 2023|MXN|USD 5.032|106|85|(58)|76|49|-|57|(26)|12|(38)|100%|Mexico| |12|TCS Uruguay S.A.|January 1, 2010|January 1, 2023|December 31, 2023|UYU|USD 2.220|573|-|246|431|185|79|908|106|6|100|Uruguay| | |13|Tata Consultancy Services Guatemala, S.A.|September 1, 2021|January 1, 2023|December 31, 2023|GTQ|USD 10.694|314|8|19|46|19|-|65|9|3|6|100%|Guatemala| |14|Tata Consultancy Services Belgium|August 9, 2004|April 1, 2023|March 31, 2024|EUR|INR 89.994|776|2|584|1,184|598|-|2,885|160|43|117|100%|Belgium| |15|Tata Consultancy Services De Espana S.A.|August 9, 2004|April 1, 2023|March 31, 2024|EUR|EUR 89.994|776|1|130|227|96|-|536|(9)|(17)|8|100%|Spain| |16|Tata Consultancy Services Deutschland GmbH|August 9, 2004|April 1, 2023|March 31, 2024|EUR|INR 89.994|776|1|908|2,364|1,455|-|6,769|149|48|101|100%|Germany| |17|Tata Consultancy Services Italia s.r.l.|August 9, 2004|April 1, 2023|March 31, 2024|EUR|EUR 89.994|776|20|62|162|80|-|361|13|9|4|100%|Italy| |18|Tata Consultancy Services Netherlands BV|August 9, 2004|April 1, 2023|March 31, 2024|EUR|EUR 89.994|776|594|2,803|5,024|1,627|1,755|8,423|686|121|565|100%|Netherlands| |19|Tata Consultancy Services Sverige AB|August 9, 2004|April 1, 2023|March 31, 2024|SEK|7.798|734|-|1,157|1,613|456|-|4,224|337|72|265|100%|Sweden| |20|Tata Consultancy Services (Portugal) Unipessoal, Limitada|July 4, 2005|April 1, 2023|March 31, 2024|EUR|EUR 89.994|-|-|54|102|48|-|144|26|6|20|100%|Portugal| |21|Diligenta Limited|August 23, 2005|January 1, 2023|December 31, 2023|GBP|105.137|035|11|1,662|3,001|1,328|616|5,748|295|67|228|100%|U.K.| Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 File: AR_TCS_2023_2024.md |Sr. No.|Name of the Subsidiary|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Reporting Currency|Parent Currency|Exchange Rate|Share Capital|Reserves and Surplus|Total Assets|Total Liabilities|Investments before Tax|Profit for Tax|Provision for Tax|Profit after Tax|Proposed Dividend|% of Shareholding|Country| | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |22|Tata Consultancy Services Capellen Luxembourg S.A. (G.D. de Luxembourg)|October 28, 2005|April 1, 2023|March 31, 2024|EUR|EUR|89.994776|50|73|255|132|-|739|87|25|62|-|100%|Luxembourg| |23|Tata Consultancy Services Switzerland Ltd.|October 31, 2006|April 1, 2023|March 31, 2024|CHF|EUR|92.033664|14|852|1,781|915|-|4,569|252|49|203|-|100%|Switzerland| |24|Tata Consultancy Services France|June 28, 2013|April 1, 2023|March 31, 2024|EUR|EUR|89.994776|4|(279)|1,752|2,027|-|2,998|83|(14)|97|-|100%|France| |25|Tata Consultancy Services Saudi Arabia|July 2, 2015|January 1, 2023|December 31, 2023|SAR|EUR|22.231776|8|153|654|493|-|1,057|34|7|27|-|100%|Saudi Arabia| |26|Tata Consultancy Services UK Limited|October 31, 2018|January 1, 2023|December 31, 2023|GBP|GBP|105.137035|-|34|83|49|-|50|5|1|4|-|100%|U.K.| |27|TCS Business Services GmbH|March 9, 2020|April 1, 2023|March 31, 2024|EUR|INR|89.994776|-|97|187|90|62|141|19|6|13|-|100%|Germany| |28|Tata Consultancy Services Bulgaria EOOD|August 31, 2021|January 1, 2023|December 31, 2023|BGN|EUR|46.011754|-|33|71|38|-|85|7|1|6|-|100%|Bulgaria| |29|Tata Consultancy Services Ireland Limited|December 2, 2020|January 1, 2023|December 31, 2023|EUR|EUR|89.994776|225|219|610|166|-|1,403|128|15|113|-|100%|Ireland| |30|TCS Technology Solutions GmbH|January 1, 2021|January 1, 2023|December 31, 2023|EUR|EUR|89.994776|29|837|1,603|737|-|1,433|68|(17)|85|-|100%|Germany| |31|Tata Consultancy Services Osterreich GmbH|March 9, 2012|April 1, 2023|March 31, 2024|EUR|EUR|89.994776|-|5|61|56|-|107|1|-|1|-|100%|Austria| |32|Saudi Desert Rose Holding B.V.|May 26, 2021|January 1, 2023|December 31, 2023|EUR|EUR|89.994776|-|-|-|-|-|-|-|-|-|-|0%|Netherlands| |33|Diligenta (Europe) B.V.|September 14, 2023|January 1, 2023|December 31, 2023|EUR|USD|89.994776|-|-|11|11|-|9|-|-|-|-|100%|Netherlands| |34|Tata Consultancy Services Asia Pacific Pte Ltd.|August 9, 2004|April 1, 2023|March 31, 2024|USD|USD|83.382500|37|1,012|1,880|831|929|2,836|307|35|272|-|100%|Singapore| |35|Tata Consultancy Services Malaysia Sdn Bhd|August 9, 2004|April 1, 2023|March 31, 2024|MYR|USD|17.611680|4|92|260|164|-|554|69|14|55|-|100%|Malaysia| |36|TCS FNS Pty Limited|October 17, 2005|April 1, 2023|March 31, 2024|AUD|AUD|54.181949|202|(61)|141|-|2|-|51|-|51|-|100%|Australia| |37|TCS Financial Solutions Australia Pty Limited|October 19, 2005|April 1, 2023|March 31, 2024|AUD|AUD|54.181949|-|54|94|40|-|59|47|16|31|-|100%|Australia| |38|PT Tata Consultancy Services Indonesia|October 5, 2006|April 1, 2023|March 31, 2024|IDR|USD|0.005259|1|26|59|32|-|71|9|-|9|-|100%|Indonesia| |39|Tata Consultancy Services (China) Co., Ltd.|November 16, 2006|January 1, 2023|December 31, 2023|CNY|USD|11.537158|233|138|509|138|40|1,056|101|27|74|-|100%|China| |40|TCS Financial Solutions Beijing Co., Ltd.|December 29, 2006|January 1, 2023|December 31, 2023|CNY|AUD|11.537158|42|(2)|48|8|-|63|5|-|5|-|100%|China| |41|Tata Consultancy Services (Thailand) Limited|May 12, 2008|April 1, 2023|March 31, 2024|THB|USD|2.284452|2|13|39|24|-|98|11|2|9|-|100%|Thailand| |42|Tata Consultancy Services (Philippines) Inc.|September 19, 2008|April 1, 2023|March 31, 2024|PHP|USD|1.483081|(41)|202|503|342|-|985|103|12|91|-|100%|Philippines| # Integrated Annual Report 2023-24 # Standalone Financial Statements 2023-24 |Sr. No.|Name of the Subsidiary|Date of becoming subsidiary|Start date of accounting period|End date of accounting period|Currency|Exchange Rate|Total Capital and Reserves|Total Assets|Total Liabilities|Turnover before Tax|Profit after Tax|Provision for Tax|Proposed Dividend|% of Shareholding|Country| | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |43|Tata Consultancy Services Japan, Ltd.|July 1, 2014|April 1, 2023|March 31, 2024|JPY|0.550870|238|1,505|3,164|1,421|-|5,155|542|146|396|-|66%|Japan| |44|APT Online Limited|August 9, 2004|April 1, 2023|March 31, 2024|INR|1.000000|2|126|218|90|52|164|33|10|23|-|89%|India| |45|C-Edge Technologies Limited|January 19, 2006|April 1, 2023|March 31, 2024|INR|1.000000|10|401|536|125|-|423|128|34|94|-|51%|India| |46|MP Online Limited|September 8, 2006|April 1, 2023|March 31, 2024|INR|1.000000|1|139|220|80|29|89|38|9|29|-|89%|India| |47|TCS e-Serve International Limited|December 31, 2008|April 1, 2023|March 31, 2024|INR|1.000000|10|466|877|401|268|1,870|307|78|229|-|100%|India| |48|MahaOnline Limited|September 23, 2010|April 1, 2023|March 31, 2024|INR|1.000000|3|82|146|61|84|-|8|2|6|-|74%|India| |49|Tata Consultancy Services (Africa) (PTY) Ltd.|October 23, 2007|January 1, 2023|December 31, 2023|ZAR|4.389523|6|41|47|-|47|-|34|-|34|-|100%|South Africa| |50|Tata Consultancy Services (South Africa) (PTY) Ltd.|October 31, 2007|January 1, 2023|December 31, 2023|ZAR|4.389523|8|97|557|452|-|934|68|19|49|-|100%|South Africa| |51|Tata Consultancy Services Qatar L.L.C.|December 20, 2011|January 1, 2023|December 31, 2023|QAR|22.897844|5|46|84|33|-|51|18|2|16|-|100%|Qatar| |52|TCS Foundation|March 25, 2015|April 1, 2023|March 31, 2024|INR|1.000000|1|1,306|2,402|1,095|150|-|-|-|-|-|100%|India| # Notes: 1. Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on March 31, 2024. 2. TCS Technology Solutions AG is now renamed as TCS Technology Solution GmbH. 3."
+"Saudi Desert Rose Holding B.V. merged with Tata Consultancy Services Netherlands BV w.e.f. August 29, 2023. 4. Diligenta Limited incorporated a subsidiary, Diligenta (Europe) B.V. in Netherlands on September 14, 2023. # For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Glossary |5G|Fifth generation wireless technology for digital cellular networks. 5G is expected to be much faster and enable much higher volumes of data sharing than earlier generations of cellular networks. Its massive capacity and ultra-low latency are expected to usher in an era of hyper-connectivity, enabling newer use cases such as autonomous cars, and accelerating the adoption of IoT.| |---|---| |ADM|See Application Development and Maintenance| |Agile|A collaborative approach for IT and business teams to develop software incrementally and faster. TCS has pioneered the Location Independent Agile™ model that allows for deployment at scale, and helps globally distributed organization execute large transformational programs quickly, while ensuring stability and quality.| |Agile Workspaces|These are key enablers of TCS' Location Independent Agile model, and represent the next generation work environment that facilitate greater collaboration among teams. It is characterized by partition-less open offices, informal seating, interactive surfaces for information capture, and modern collaboration devices for increased productivity.| |AgilityDebt™|AgilityDebt™ is a simple index developed by TCS, which uniquely indicates the burden carried by an organization that restricts its Agility. The index is arrived at based on a holistic Agile maturity assessment framework that measures the gap against required Agile talent, roles, team composition, delivery practices, Agile culture, Agile technology and DevOps enablers. TCS uses AgilityDebt™ to assess where the customer's teams are in the Agile journey, find the bottlenecks, and accelerate their Agile transformations.| |AI|See Artificial Intelligence| |AI Assistant|A software agent that uses AI technologies to perform tasks or services for an individual. These assistants can understand and interpret human speech or text inputs, enabling them to execute commands, answer questions, or assist with tasks like scheduling, reminding, or even controlling smart home devices.| |AI Copilot|A virtual assistant that offers real-time guidance and feedback to enhance a human being's work.| |Algo Retail™|TCS' proprietary approach and suite of intellectual property that enables retailers to seamlessly integrate and orchestrate data flows across the retail value chain, harnessing the power of analytics, AI and machine learning in the areas of personalization, pricing optimization, marketing, online search and commerce to unlock exponential business value.| |Amortization|Systematic allocation of the depreciable amount of an intangible asset over its useful life.| |Analytics|In the enterprise context, this is the discovery, interpretation, and communication of meaningful patterns in business data to predict and improve business performance.| |Annuity Contracts|A long-term contract which can guarantee regular payments.| |APAC|Acronym for Asia Pacific| # Glossary |API|See Application Programming Interface| |---|---| |APIfication|The process of exposing a discrete business function or data within an enterprise's systems through APIs.| |Application Development and Maintenance|Design, development, and deployment of custom software; ongoing support, upkeep, and enhancement of such software over its lifetime.| |Application Programming Interface|A set of easily accessible protocols for communication among various software components.| |AR|See Augmented Reality| |Artificial General Intelligence|A type of artificial intelligence that can perform as well or better than humans on a wide range of cognitive tasks.| |Artificial Intelligence|Technology that emulates human performance by learning, coming to its own conclusions, understanding complex content, engaging in natural dialogs with people, augmenting human effort or replacing people on execution of non-routine tasks. Also known as Cognitive Computing.| |ASEAN|Acronym for Association of Southeast Asian Nations| |Assets Under Custody|A measure of the total assets for which a financial institution, typically a custodian bank, provides custodian services.| |Attrition|Measures what portion of the workforce left the organization (voluntarily and involuntarily) over the last 12 months (LTM). Attrition (LTM) = Total number of departures in the LTM / closing headcount| |AUC|See Assets Under Custody| |Augmented Reality|Technology that superimposes a computer-generated image on a user's view of the real world to enrich the interaction.| |Automation|The execution of work by machines in accordance with rules that have either been explicitly coded by a human or 'learned' by the machine through pattern recognition of data."
+"Popular types include Robotic Process Automation and Cognitive Automation.| |Avatar|An avatar is a digital representation of yourself, whether it's in a video game, the metaverse, or wherever else it might be applicable.| |Basis Point|One hundredth of a percentage point, that is, 0.01 percent.| |BFSI|Acronym for Banking, Financial Services and Insurance| |Big Data|A high volume, high velocity, and/or high variety information asset that require new forms of processing to enable enhanced decision making, insight discovery, and process optimization.| |Blockchain|A distributed database that maintains a continuously growing list of records, called blocks, secured from tampering and revision.| |Bp|See Basis Point| |BPaaS|See Business Process as a Service| |BPS|See Business Process Services| |Business Process as a Service|Refers to the delivery of BPS over a cloud computing model. Whereas traditional BPS relies on labor arbitrage to reduce costs, BPaaS aggregates demand using the cloud, servicing multiple customers with a single instance, multi-tenant platform and shared services, thereby delivering significant operating efficiencies. The pricing model is usually outcome based.| |Business Process Services|Designing, enabling, and executing business operations including data management, analytics, interactions and experience management.| |Buyback|A corporate action in which a company returns excess cash to shareholders by buying back its shares from them and usually extinguishing those shares thereafter. The company's equity share capital and the number of shares outstanding in the market correspondingly reduces.| |CAGR|See Compounded Annual Growth Rate| |Capital Expenditure (CapEx)|Funds used by a company to purchase property, plant and equipment and intangible assets (net of proceeds from disposal of such assets) and for payment including advances for acquiring right-of-use assets.| |Carbon Neutral|Not adding new greenhouse gas (GHG) emissions to the atmosphere through reduction initiatives and where emissions continue, they are compensated by absorbing an equivalent amount from the atmosphere through carbon offset.| |Carbon Offset|Market-based instrument used to compensate for the emission of greenhouse gases into the atmosphere because of the organization's activity by reducing them somewhere else. Certified Emission Reductions (CERs) and Verified Emission Reductions (VERs) are some of the popular carbon offsets.| |Cash and Cash Equivalents|Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.| Integrated Annual Report 2023-24 # Glossary # Cash Flow Inflows and outflows of cash and cash equivalents. # Cash Flow from Operating Activities Primarily derived from the principal revenue producing activities. Therefore, they generally result from the transactions and other events that enter into the determination of profit or loss. # CBO See Cognitive Business Operations # CC See Constant Currency # Chatbots Computer programs designed to simulate conversation with human users, especially over the internet. They are typically used in dialog systems for various practical purposes like customer service or information acquisition. # Cloud See Cloud Computing # Cloud Computing The delivery of easily provisionable computing resources - servers, storage, databases, networking, software, analytics and more - over the internet, consumed on a pay-as-you-go basis. # Cloud Native A cloud native application consists of discrete, reusable components known as microservices that are designed to integrate into any cloud environment. # CMT Acronym for Communication, Media and Technology # CMMI-SVC Acronym for Capability Maturity Model® Integration For Services # Cognitive Automation The use of AI and machine learning to automate relatively more complex tasks that require reasoning capability and contextual awareness. TCS' ignio™ a leading cognitive automation software product in the market today. # Cognitive Business Operations (CBO) An integrated offering where TCS takes responsibility for the outcome of an entire slice of the customers' operations including the business processes and the underlying IT infrastructure, and uses cognitive automation to transform that operational stack. # Cognitive Computing See Artificial Intelligence # COIN See Co-Innovation Network # Co-Innovation Network This is an extended, global innovation ecosystem curated by TCS, to harness the innovation efforts of start-ups and academia, and incorporate them into transformational solutions built by TCS for its customers. # Compounded Annual Growth Rate (CAGR) The annual growth rate between any two points in time, assuming that it has been compounding during that period."
+"# Connected Clinical Trials (CCT) Platform Part of the TCS ADD suite, CCT is an innovative software-as-a-service platform that enables life sciences companies to significantly transform patient engagement in clinical trials and improve adherence to protocols, as well as the efficiency and accountability of clinical trials. # Constant Currency The basis for restating the current period's metric at exchange rates applicable for the reference period and reporting growth over the reference period. # Contextual Knowledge This is tacit knowledge pertaining to, and specific to, the granular nuances of a customer's business and IT landscape, acquired on the job over a period of time. TCS teams use their contextual knowledge to design technology solutions that are uniquely tailored for that customer, and therefore, a potential source of competitive differentiation. # Conversational AI Conversational artificial intelligence (AI) refers to technologies, like chatbots or virtual agents, which users can talk to. They use large volumes of data, machine learning, and natural language processing to help imitate human interactions, recognizing speech and text inputs and translating their meanings across various languages. # Core Banking System A back-end system that processes daily banking transactions and posts updates to accounts and other financial records; typically includes deposit, loan and credit processing capabilities, with interfaces to general ledger systems and reporting tools. # Core Transformation Modernization initiatives that target the one or more elements of the organization's operations stack consisting of business processes, software systems and underlying infrastructure, usually to enable greater agility, scalability, resilience and a superior customer experience. These are typically large in scale and scope, and entail the integrated delivery of multiple capabilities. # CO2e Acronym for ""Carbon dioxide equivalent"". It is a standard unit for accounting greenhouse gas (GHG) emissions from carbon dioxide or another greenhouse gases, such as SOX, NOX, methane, etc. # CPG Acronym for Consumer Packaged Goods # Cyber Security Technologies, processes and practices designed to protect networks, computers, programs and data from attack, damage or unauthorized access. # Data Mining Data mining is the practice of obtaining valuable information from data sets. The data can be in any form, such as text, audio, or video data. Data mining aims to find actionable insights in the data that can improve business decisions or solve problems. For instance, data mining can discover customer buying patterns and target ads towards people who would likely purchase a product. # Days' Sales Outstanding (DSO) A popular way of depicting the Trade Receivable relative to the company's Revenue. DSO = Trade Receivable * 365 / LTM Revenue # Glossary |Deep Learning|Subset of machine learning that uses neural networks with many layers (deep neural networks) to analyze various factors and make decisions.| |---|---| |Depreciation|Systematic allocation of the depreciable amount of an asset over its useful life.| |DevOps|Represents a new way of working to rapidly deploy new releases of a software in production using high levels of automation and tooling. TCS recommends adoption of DevOps, along with Agile for speed to market.| |Digital|Represents technologies such as Social Media, Mobility, Analytics, Big Data, Cloud, Artificial Intelligence and Internet of Things.| |Digital Divide|Digital Divide refers to the unequal spread of technology and the opportunities it affords between different socioeconomic groups in a society.| |Digital Twin|A digital replica of a physical entity. For instance, a digital twin of a factory is a virtual model of the factory built using its data, process, people information. Impact of any change in a process in the real factory can be studied by simulating the change in the digital twin.| |Discretionary Spend|Also known as Change the Business (CTB) spend, it is that portion of the IT budget which is used to fund projects that are not, strictly speaking, essential for day to day operations, but are more transformational in nature. In uncertain economic times, when businesses are forced to cut spends in response to decline in income, discretionary spend is often the first to be scrutinized. However, what is considered discretionary is subjective and may differ considerably amongst businesses even within the same sector.| |Distributed Ledger Technology|See Blockchain| |Dividend|One form of distribution of profits earned by the Company and is usually declared as an amount per equity share held by the Shareholders. TCS has a policy of declaring quarterly interim dividends and the final dividend is approved by the shareholders in the Annual General Meeting.| |DLT|See Distributed Ledger Technology| |EACs|Energy Attribute Certificates (EACs) are market-based instruments that can be used by the bearer to claim renewable energy consumption."
+"Each EAC is equivalent to 1 MWh of electricity.| |Earnings Per Share (EPS)|The amount of a given period's Net profit attributable to a single share after deducting any preference dividend and related taxes.| | |EPS = [Net profit attributable to shareholders of the company - Preference dividend, if any] / Weighted average number of equity shares outstanding during the period| |Edge Computing|Computing and storage that is located on servers on the edge of the network, in close proximity to the users, but not through an on-premises data center; usually reserved for low latency use cases.| |Effective Tax Rate (ETR)|The proportion of the Profit Before Tax that is provided towards income taxes.| | |ETR = Tax expense / Profit Before Tax| |EIA|Acronym for Environmental Impact Assessment. It is an environmental impact study which needs to be conducted as per Ministry of Environment and Forest (MoEF) requirements for new construction/ expansion projects.| |Engineering and Industrial Services|Consists of next generation product engineering, manufacturing operations transformation, services transformation, embedded software and Internet of Things.| |Enterprise Agile|The adoption of Agile methods across all the business functions of the enterprise, designed to empower employees, foster collaboration and drive a culture of continuous innovation at scale.| |Environment, Social and Governance|Environment, social and governance (ESG) is a system for how to measure the sustainability of a company in three specific categories: environment, social and governance.| |EPEAT|Acronym for Electronic Product Environmental Assessment Tool| |EPS|See Earnings Per Share| |ESG|See Environment, Social and Governance| |ETR|See Effective Tax rate| |Fair Value|The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.| |Fine Tuning|Process of slightly adjusting or tweaking the parameters of an existing model, which has already been pre-trained on a large dataset, to perform a specific task.| |Fintech|Businesses that use technology to make financial services more efficient. Some fintech developments have improved traditional services, for example mobile banking apps, while others have revolutionized services such as pay per mile car insurance, or created new products, such as Bitcoin.| |Framework|A kind of intellectual property, consisting of software which provides generic functionality for a certain business use case, and which is customized for a specific customer's needs with additional code. Use of such pre-built code reduces time to market and results in more stable, reliable solutions.| |Free Cash Flow|Represents the cash a company generates through its operations, less the capital expenditure.| | |Free cash flow = Cash flow from operating activities - Capital expenditure| |FTE|Acronym Full Time Equivalent| # Glossary |Function Point|A function point is a granular building block of a software, based on a functional view of that system, represented by a code snippet whose logic helps the user accomplish something. The concept is used while estimating the effort for building a new application, by decomposing it into its constituent function points of varying levels of complexity.| |---|---| |Furlough|A temporary cessation of work without pay for the employees, usually implemented by organizations facing under difficult economic conditions, and in lieu of laying off employees.| |Gamification|The process of adding games or game-like elements to any activity in order to enrich experiences and encourage user participation.| |GDPR|Acronym for General Data Protection Regulation, a European Union regulation for data protection and privacy.| |Generative AI|Generative AI describes any type of artificial intelligence (AI) that is capable of generating new content, including text, images, video, audio, simulations, code or synthetic data. It involves the use of machine learning algorithms to learn patterns across a large data set and generate new content based on those patterns.| |GHGs|Acronym for Greenhouse Gas. These are gases that trap heat in the atmosphere leading to global warming and climate change.| |Global Capability Centers (GCC) / Captive units|Captive units include both MNC-owned units that undertake work for the parents' global operations and the company owned units of domestic firms, set up in offshore locations offering cheaper labor pool, helping the parent to reduce its operational costs.| |Green-Tariff|Green tariffs are specialized retail tariffs that electricity distribution companies (discoms) charge for the sale of Renewable Energy (RE) to their consumers. Businesses can sign up for these tariffs and claim RE consumption, while discoms procure electricity on their behalf from RE project developers.| |Growth and Transformation|Initiatives launched to improve the enterprise's revenues, leveraging technology to adopt new business models, drive new revenue streams, enhance customer experience or target new customer segments."
+"This is in contrast to traditional outsourcing engagements where the focus is on improving efficiency and saving costs.| |G&T|See Growth and Transformation| |Hallucination|Tendency of large language models to make things up or provide output that seems plausible but is factually incorrect or unverifiable.| |HVAC|Acronym for Heating Ventilation and Air Conditioning System| |Hybrid Cloud|An enterprise IT infrastructure model that combines private clouds, public clouds and on premise data centers, to meet the compute and storage needs of the business.| |IFRS S2|IFRS S2 is an international ESG reporting framework that requires an entity to disclose information about its climate-related risks and opportunities that is useful to users of general-purpose financial reports in making decisions relating to providing resources to the entity.| |Note|IFRS is acronym of International Financial Reporting Standards| |Innovation Days|Focused workshops with a TCS customer where researchers and business leaders from both organizations participate to explore emerging technologies for specific customer problems.| |Innovation Forum|TCS' thought leadership event that is held in major and emerging markets. It brings together researchers from academia, innovators from the start-up ecosystem, technology watchers, futurists and customers to brainstorm around emerging technologies.| |Inorganic Growth|Growth in revenue due to mergers, acquisitions or takeovers, rather than due to an increase in the company's own business activity.| |Intellectual Property|An asset that is the result of a creative design or idea, such as patents, copyrights, reusable code, software products and platforms, and gives the owner exclusive rights over its usage, such that no one can copy or reuse the creation without the owner's permission.| |Interactive Technology|Allows for a two-way flow of information through an interface between the user and the technology; the user usually communicates a request for data or action to the technology with the technology returning the requested data or result of the action back to the user.| |Internet of Things|A network of interconnected machines or devices embedded with sensors, software, network connectivity, and necessary electronics to generate and share run-time data that can be studied and used to monitor or control remotely, predict failure, and optimize the design of those machines / devices.| |Invested Funds|Funds that are highly liquid in nature and can be readily converted into cash. Invested funds = Cash and cash equivalents + Investments + Deposits with banks + Inter-corporate deposits.| |Involuntary Attrition|A reduction in the workforce due to the employer's decision to terminate employment, instead of the employees' decision to leave.| |IoT|See Internet of Things| |IP|See Intellectual Property| |ISO|Acronym for International Organization for Standardization| |ISSB|Acronym for International Sustainability Standards Board| |Key Managerial Personnel|At TCS, this refers to the Chief Executive Officer & Managing Director, Chief Operating Officer & Executive Director, Chief Financial Officer and the Company Secretary.| # Glossary |kL|Acronym for the unit kilo-liters used to measure volume. It is a unit used to measure and report water usage in TCS' offices.| |---|---| |KMP|See Key Managerial Personnel| |kWh|Acronym for kilowatt hours used as a unit of measurement of electricity| |Large Language Models|This is a language model used to train generative AI and consists of a neural network with many parameters (typically billions of weights), trained on large volumes of unlabeled text. By tracking words in sequences, it learns both context and meaning in language, enabling it to generate text artifacts that look they were written by humans.| |LatAm|Acronym for Latin America| |Location Independent Agile|A method to orchestrate globally distributed stakeholders and talent into Agile teams for improved speed to market in large transformational programs. It comprises processes, structure, and the technology that allows enterprises to overcome location constraints and embrace Agile methods on a global scale.| File: AR_TCS_2023_2024.md |Low-Code, No Code|New software development platforms that offer a drag and drop user interface to allow business users to build custom web or mobile applications without actually having to write the code. The difference between the two is related to the extent of programming ability needed. The former might still require some amount of programming, while the latter is entirely drag and drop."
+"In addition to boosting innovation within the enterprise, these platforms also drive-up productivity of programmers.| |Machine First™ Delivery Model|A model that integrates analytics, AI and automation deep within the enterprise to redefine how humans and machines work together and to effectively deliver superior outcomes.| |Machine Learning|A type of artificial intelligence that provides computers with the ability to learn behaviors without being explicitly programmed and relying on patterns and inference instead.| |Managed Services|This is the practice of outsourcing to one service provider, also known as the Managed Services Provider (MSP), the end-to-end responsibility for providing, or orchestrating the provision through third party providers of, services around a range of processes and functions, in order to improve efficiency, service quality, agility and scalability.| |Managed Services Provider|Service providers with the sole, end-to-end responsibility of providing Managed Services.| |Market Capitalization|The total market value of a company's total outstanding equity shares at a point in time. Market Capitalization = Last Trading Price * Total number of outstanding shares| |MEA|Acronym for Middle East and Africa| |Metaverse|A virtual 3D environment that a user can experience explore on a computer or VR headset. Users can interact with each other in several ways, including social networking, gaming, and shopping.| |MFDM™|Acronym for Machine First Delivery Model| |Minimum Viable Product|The most basic version of a new product built in an agile development cycle, with the bare minimum functionality, made available to users at the earliest to get user feedback and validate product value with minimum investment. Once validated, its features and functionalities are continually augmented in subsequent iterative cycles.| |MJ|Acronym for Mega Joule used as a unit of measurement of energy (electricity as well as fuel use)| |Mobility|Digital technology which includes- Information, convenience, and social media all combined together, and made available across a variety of screen sizes and hand-held devices.| |MSP|See Managed Services Provider| |MVP|See Minimum Viable Product| |MWh|Acronym for megawatt hours used as a unit of measurement of electricity. 1 MWh=1000kWh| |Natural Language Processing|Branch of Artificial Intelligence that deals with the interaction between computers and humans through natural language, involving complex and challenging tasks such as speech recognition, natural language understanding, and natural language generation.| |Net Zero|Greenhouse gases emitted into the atmosphere due the company's activity are minimized through a series of initiatives and the residual emission is compensated by removal of equivalent amount of GHG emissions elsewhere through carbon offsets.| |Non-Controlling Interests|The share of the net worth attributable to non-controlling shareholders of the subsidiaries.| |Non-discretionary Spend|Also known as Run the Business (RTB) spend, is that portion of the IT budget that covers the basic IT activities required to keep a business running. Even in tough economic times, non-discretionary spend remains relatively unaffected.| |Operating Model|The manner in which processes are defined and activities are organized to create and deliver value to a target audience. An IT operating model covers activities around new system development, application and infrastructure support whereas business operating models address execution of actions specific to a business function.| |Operating Model Transformation|Redefining individual processes by embedding AI, machine learning and other forms of automation to reduce the need for human intervention, resulting in a leaner operating model that is faster, more agile and more resilient. Such transformations - whether in IT or business - can be significantly accelerated by the use of TCS Cognix.| Integrated Annual Report 2023-24 # Glossary # Options Contract A hedging instrument that offers the buyer the right to buy or sell the underlying asset (such as stocks or currency) on a future date, at a specified price, for small upfront fee called options premium. Eg: TCS purchases an options contract to sell USD 1 million @ ₹87/US$ after 3 months, paying an option premium of ₹1 million. With this, TCS will have the right to sell USD 1 million at an exchange rate of ₹87, even if the prevailing market rate at the end of three months is, say ₹85. On the other hand, if the market rate is higher, say ₹89, then TCS can choose to let the options contract lapse and instead sell at the market rate. # Order Book See Total Contract Value # Organic Growth The revenue growth a company can achieve by increasing its existing business activity. This does not include growth attributable to takeovers, acquisitions or mergers. # PAS 2060 It is an internationally recognized standard by the British Standards Institution to verify and substantiate an organization' claim of carbon neutrality."
+"# PaaS See Platform as a Service # Personalization Segmentation and responding to individual transactions, customized for a single customer in a single instance. # Platforms A group of technologies that are used as a base upon which other applications, processes or technologies are developed. Useful for optimizing costs and efforts, and eliminating iterative tasks to drive strategic business initiatives. # Platform as a Service (PaaS) A category of cloud computing that provides a platform and environment to allow developers to build applications and services over the internet. PaaS services are hosted in the cloud and accessed by users simply via their web browser. # Power Usage Effectiveness It is the ratio of total amount of electricity used by a data center facility to the electricity used by the computing equipment in the data center. # Pricing The price charged to the customer for a billable effort, turnkey project or a certain process outcome, depending on the nature of the contract. See Realization. # Private Cloud Refers to a model of cloud computing where IT infrastructure, in terms of compute and storage resources, are provisioned for the dedicated use of a single organization. # Product In the technology context, refers to a packaged software program that is made available to multiple customers either on a license basis, or on a subscription basis, to enable the execution of certain common tasks or processes or business functions in a standardized way. This is the opposite of bespoke or custom software which is built to specifications to meet a customer's unique needs. # Prompt A specific instruction, question, or input provided to an AI model to guide its generation of content. # Prompt Engineering Prompt engineering is the process of writing, refining and optimizing inputs to encourage GenAI systems to create specific, high-quality outputs. # Public Cloud A computing service model used for the provisioning of storage and computational services to the general public over the internet. Public cloud facilitates access to IT resources on a 'pay as you go' billing model. # PUE See Power Usage Effectiveness # R&I Acronym for Research & Innovation # Realization The revenue received by the company per utilized effort. Pricing varies by service and by market. Consequently, there can be changes in realization compared to a prior period, due to changes in the underlying business or geographic mix during the period. # RECs/ GOs Renewable Energy Certificates / Guarantees of Origin are EACs used in different markets. # Related Party Transactions Any transaction between a company and its related party involving transfer of services, resources or any obligation, regardless of whether a price is charged. # Responsible AI Responsible Artificial Intelligence is an approach to developing, assessing, and deploying AI systems in a safe, trustworthy, and ethical way. # Revenue The income earned by the company from operations by providing IT and consulting services, software licenses, and hardware equipment to customers. # RFP Acronym for Request for Proposal, meaning a document that solicits proposal, often made through a bidding process, by an entity interested in procurement of IT services, to potential service providers to submit business proposals. An RFP is floated early in the procurement cycle and requested information may include basic corporate information and history, financial information, technical capability and estimated completion period, and customer references. # Robotic Process Automation The use of software tools to automate high-volume, repeatable tasks that previously required humans to perform. RPA is best suited for relatively simple and stable processes. Dynamic changes in the environment require ongoing upkeep of the robots, diluting the economic benefit of the automation. Increasingly, customers are preferring cognitive automation over RPA. # RPA See Robotic Process Automation # Scope 1, Scope 2, Scope 3 emissions Green house gas emission accounting categories as per the Greenhouse Gas Protocol. # Security Operations Center A Security Operations Center is responsible for protecting an organization against cyber threats. SOC analysts perform round-the-clock monitoring of an organization's network and investigate any potential security incidents. Integrated Annual Report 2023-24 # Glossary SEZ See Special Economic Zone Shareholder Payout The proportion of earnings paid to shareholders as a percentage of the company's earnings, i.e. Net profit attributable to shareholders of the company. Payout can be in the form of dividend and share buyback, including taxes thereon. Simplification The rationalization of IT architectures through consolidation of systems and elimination of redundant systems and layers. The primary purpose is to shrink the IT footprint and make operations leaner and more efficient."
+"SOC See Security Operations Center Sole Sourced Contract Non-competitive agreements that allow a single vendor to fulfill the needs of the contractual requirements. These types of contracts can be won when the competitor set narrows down significantly and comes down to a single vendor discussion, given the nature of the client's solution requirements. Special Economic Zone In India, these are designated areas in which business and trade laws are different from the rest of the country, with various benefits and tax breaks to promote exports, attract investments, and create local jobs. STEM An acronym for education in the fields of science, technology, engineering and math. T&amp;M See Time and Materials Contract tCO2e Acronym for tonnes of carbon dioxide equivalent TCS Pace™ A brand promise that represents the way TCS channels its domain knowledge and organizational units - business and technology services, industry solutions units, and the research and innovation organization - into internal and external co-innovation programs. TCS Pace Port™ Physical spaces where TCS Pace can be experienced. These spaces are close to academic and start-up hubs, and enclose innovation showcases, Agile workspaces and think spaces. They encourage brainstorming, design thinking and collaborative innovation with internal and external partners. TCV See Total Contract Value Time and Materials Contract A form of services contract where the customer is billed for the effort (in hours, days, weeks, etc.) logged by the project team members. Project risk is borne by the customer. This contrasts with Fixed Price Contracts. Total Contract Value An aggregation of the value of all the contracts signed during a period and a useful indicator of demand, and near-term business visibility. Turnkey Contracts See Fixed Price Contracts Unearned and Deferred Revenue For invoices raised in line with agreed milestones for services yet to be delivered. In other words, it is the amount that has been invoiced although the underlying effort is yet to be expended. UPS Acronym for Uninterruptible Power Supply. It is an electrical device that combines surge protection with a battery back-up. Vendor Consolidation A strategy to reduce costs and the overheads of managing a large number of vendors. Usually entails aggregating work currently outsourced to many small providers, and transferring it to a smaller, select set of winning bidders. Besides cost reduction, clients use this to reduce complexity and accelerate their cloud transformation journeys. Selecting a single strategic partner with end-to-end capabilities to maintain the legacy estate and support the modernization drives efficiency, accountability and speed. VFD Acronym for Variable frequency drive. It is used to regulate the electrical frequency (Hz) of the power supplied to a chiller so that the compressor speed and condenser fan speed (air-cooled chillers only) can be controlled. Virtual Reality Artificial, computer-generated simulation or recreation of a real-life environment or situation. It engages users by offering simulated reality experiences firsthand, primarily by stimulating their vision and hearing. Virtualization The abstraction of IT resources - like a server, client, storage or network - that masks the physical nature and boundaries of those resources from the users of those resources. Voluntary Attrition Refers to reduction in workforce resulting from employees willingly leaving the organization to pursue other opportunities, spend time with family, or for some other personal reason. VR See Virtual Reality VRF Acronym for Variable refrigerant flow. Variable refrigerant flow is an air-conditioning system in which multiple indoor units and a single outdoor condensing unit are available. It is precisely the system's capability that helps to control the amount of refrigerant flowing to the indoor units. XR Extended reality, an umbrella term that covers augmented reality, virtual reality and mixed reality. Y-o-Y Year-on-Year ZWL Zero Waste to Landfill- It is a specific goal that can be independently verified. The common interpretation means that at least 99 percent of generated waste is diverted away from landfill, i.e. all waste produced is either reused, recycled, composted, or sent to energy recovery. Fixed Price Contracts A form of services contracts where the vendor takes a turnkey responsibility for delivering a solution for a certain price and within a mutually agreed timeframe. The customer is billed on completion of key project milestones and related deliverables. This arrangement gives the vendor considerable flexibility in the staffing and execution of the project. On the other hand, it also means bearing the project risk. Disclaimer: This glossary is intended to help understand commonly used terms and phrases in this report. The explanations are not intended to be technical definitions."
+"If explanations provided here are found to be different from what is described in the Company's periodic financial statements (not limited to Notes to Accounts), then the definition provided in the certified financial statements will prevail. Integrated Annual Report 2023-24 # Sustainability Disclosures # Sustainability Stakeholder Engagement and Identification of Material Topics TCS conducts periodic materiality assessments to update the list of material topics. The key elements of that assessment include: # Key Elements of Annual Materiality Assessments: - Stakeholder interactions result in the identification of a broad funnel of issues important to each of the constituencies. Discussions with internal and external stakeholders are evaluated, to prioritize and arrive at a list of material topics with significant economic, environmental, social or governance impact on TCS' business, reputation, and operations. - The company looks at the role of TCS in wider sustainability issues, the impact the company has through its customer engagements and its operations, and the role that the company experts play in professional associations, industry forums and other thought leadership activities to address important issues raised by stakeholders. 1 GRI 3-1 Integrated Annual Report 2023-24 # Sustainability Disclosures # TCS ESG # Principles, Material Topics and Initiatives |Environment|Social| |---|---| |# Material Topics<br/>- Climate Change (I) # Principle<br/>TCS' environmental stewardship rests on four pillars: carbon footprint mitigation, water conservation and recycling, waste reduction and recycling, and preserving biodiversity. # Key Themes<br/>- Energy management - GHG emissions - Water management - Waste management - Biodiversity # Targets<br/>- Reduce absolute Scope 1 and Scope 2 greenhouse gas emissions by 70% by 2025 over a 2016 base year. - Net-zero emissions by 2030. - 3% YoY reduction in freshwater consumption across owned campuses. - Reduction in waste generation, maximizing recycling / reuse to divert waste sent to landfill. - Committed to Tata Aalingana program. # Initiatives<br/>- Natural Capital: Page 24, 25 - BRSR: Pages 149 to 159 |# Material Topics<br/>- Business Sustainability (I) # Principle<br/>TCS takes a long-term view, building deep client relationships, and nurturing them, which leads to mutual growth and sustainable outcomes. # Key Themes<br/>- Economic performance - Demand sustainability - Investments in capability development # Targets<br/>- Maintain a financially strong, viable business that is able to adapt to changing technology landscapes, stay relevant to customers and profitably grow its revenues consistently. # Initiatives<br/>- Letter from the CEO - Pages 8 to 10 - Financial Capital - Pg 16,17 - Intellectual Capital - Page 20,21 - MD&A - Strategy for Sustainable Growth, Enabling Investments- Pages 70 to 72 | # Material Topics # Talent Management (I) # Principle TCS is invested in its people for the long term, supporting them to build the meaningful careers they aspire to. # Key Themes - Talent Acquisition - Talent Development - Employee Engagement - Talent Retention - Competitive Compensation # Targets - Attract, develop, motivate and retain diverse talent, that is critical for the company's continued success. - Maximize the potential of every employee by creating a purpose-driven, inclusive, stimulating, and rewarding work environment, delivering outstanding employee experience, while fuelling business growth. # Initiatives - MD&A - Pages 72 to 74 # Material Topics # Diversity, Equity and Inclusion (I) # Principle TCS nurtures and strengthens a diverse, inclusive and equitable culture, where each individual feels seen and heard, and their contributions respected and valued. # Key Themes - Diversity, Equity and Inclusion (DEI) # Targets - Embrace diversity in race, nationality, ethnicity, gender, age, physical ability, neurodiversity, and sexual orientation to create a workforce that contributes in more ways than one to the societies the company works within. - Global DEI policy that prohibits discrimination against any diverse identity group. # Initiatives - MD&A - Page 74 * Boundary of Impact for Material Topics : Internal (I), External (E) MD&A: Management Discussion and Analysis, CG: Corporate Governance Report, BRSR: Business Responsibility and Sustainability Report 2GRI 3-2, GRI 3-3 Integrated Annual Report 2023-24 # Sustainability Disclosures # Governance # Material Topics # Local Communities (E) TCS' vision is to empower communities by connecting people to opportunities in the digital economy. # Key Themes - Local communities - Education and skill development - Job creation - Taxes payable in different regions - Environmental stewardship - Supplier Social and Environmental Assessment # Targets - Build inclusive, equitable and sustainable pathways for all, with a special focus on youth, women, and marginalized communities."
+"- Comply with relevant tax laws and obligations in all the jurisdictions TCS operates in and accordingly pay its fair share of taxes in respective countries. # Initiatives - Social Capital - Page 23 - Natural Capital - Page 24, 25 - CG - Tax Strategy- Page 95 - BRSR - Page 143, 160 - Financial Statements - Income Taxes - Pg 224 to 228, country wise income taxes - Pg 304 to 306 # Material Topics # Corporate Governance (I) TCS' philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders. # Key Themes - Governance Structure and composition - Independence of the Board and Minority Interest - Avoidance of conflict of interest - Board oversight - Disclosure and Transparency - Enterprise Risk Management - Succession Planning - Remuneration Policy # Targets - Maintain board, management accountability and drive corporate ethics, values and sustainability. - Monitor compliance with laws of the countries in which the company operates, as well as global legislation. # Initiatives - CG - Page 94, 95 # Material Topics # Ethics and Integrity (I) TCS' core values are: Leading Change, Integrity, Respect for the Individual, Excellence, Learning and Sharing. # Key Themes - Value, Ethics and Culture - Compliance # Targets - Strong governance at board, executive and management levels through compliance committees and compliance working groups. - Effective internal controls to comply with regulations, keep a check on unlawful and fraudulent activities and internal audits to provide compliance assurance. # Material Topics # Data Privacy (E) # Principle - To ensure data protection of stakeholders - To make TCS reliable, resilient and immune to existing and evolving volatile environment of constant changes, accidents, attacks and failures. # Key Themes - Data Privacy - Cyber Security # Targets - Ensure controls and robust risk response mechanisms to protect personal data in the TCS ecosystem and also in customer engagements. - Protect all information and assets that TCS owns or is responsible for; thus, ensuring an efficient, safe and secure working environment for TCS and its customers. # Initiatives - BRSR - Pages 164 to 166 # Material Topics # Technology enabling Building greater futures (E) # Principle TCS engages with clients and partners to help shape their journeys to more sustainable and future-fit businesses that thrive within an ecosystem. # Key Themes - Sustainability Services and Offerings # Targets - Help enterprises use the power of technology and innovation to pioneer new sustainable opportunities, take an ecosystem-led approach to build greater futures. - Built a co-innovation network comprising of academia, startups, and business partners, focusing on social innovation and sustainability initiatives that impact people at the grassroots. # Initiatives - Intellectual Capital - Page 22, 23 - BRSR - R&D and Capex spend - Page 135 - MD&A - Enabling Investments - Pages 70 to 72 # Integrated Annual Report 2023-24 # Sustainability Disclosures # TCS Climate Related Disclosures In FY 2023, TCS' climate related disclosures were aligned to the Taskforce for Climate-related Financial Disclosures (TCFD). Subsequently, TCFD fulfilled its remit and was disbanded in October 2023. The International Sustainability Standards Board (ISSB) released IFRS S2, Climate-related Disclosures, in January 2024, which is aligned with the recommendations of TCFD. This year, TCS has disclosed information related to climate-related risk and opportunities aligned with IFRS S2. IFRS S2 applies to disclosure of (1) climate related risks (physical and transitional), to which the entity is exposed and (2) climate related opportunities available to the entity. The disclosure requirements in IFRS S2 are structured around the core content related to the following sections: - Section 1: Governance - Section 2: Strategy - Section 3: Risk Management - Section 4: Metrics and Targets Each of the above topics are addressed below. # Section 1: Governance TCS has a Board level Stakeholder Relationship Committee (SRC) that oversees different aspects of climate-related risks and opportunities. # Stakeholder Relationship Committee (SRC) - The SRC is chaired by an independent director and comprises of 3 members including the CEO. It reviews the climate change strategy, approach, and performance of the organization with respect to sustainability and climate change. - The SRC formally meets twice every year to review policies and sustainability performance, including climate change and carbon performance. The board oversight helps drive the program effectively with greater accountability."
+"- The CEO, as a part of the SRC, is directly responsible for the efficient operations of the facility and hence is better able to review performance and drive improvement. The updates are provided by the Chief Human Resources Officer (CHRO) and is supported by the Head- Environmental Sustainability, Health and Safety (ESHS) who oversees the environment and climate change implementation at the organisation. - TCS' carbon reduction goal to reduce its absolute greenhouse gas emissions across Scope 1 and Scope 2 by 70% by 2025 (over 2016 base year), and to achieve net zero emissions by 2030, was reviewed and approved by the committee. - Statement by Senior management: Refer page number 132 in BRSR for N G Subramaniam, COO & Executive Director's statement. - During the half yearly meetings, the SRC monitors the progress towards the carbon targets and the carbon reduction initiatives that have been implemented and planned. # Competency TCS has a competent team working on Environmental Sustainability. TCS' Head- Environmental Sustainability, Health, and Safety (ESHS) is a Doctorate in Environmental Science and Engineering and has over 30 years of post-doctoral experience in environmental sustainability and climate change. The ESHS team has recruited professionals who have the requisite qualification and experience in climate change and environmental sustainability. The team has undergone training in advanced topics and regularly participates in external training programs and sessions on the emerging frameworks and regulatory requirements around climate change. File: AR_TCS_2023_2024.md TCS is also a member of the Confederation of Indian Industries (CII) and National Association of Software and Services Companies (NASSCOM), and the company participates as panelist, assessor, or speaker in their training and capacity building workshops on climate change with the perspective of spreading know-how on ESG, climate change mitigation and adaptation strategies among other industries. Remuneration: Refer page number 103 for information on remuneration of the Board members. Apart from the SRC, TCS also has the Risk Management Committee (RMC) that is responsible for risk management oversight at the corporate level. # Risk Management Committee (RMC) The RMC is chaired by an independent director and comprises of 5 members including one additional independent director, 2 executive directors, i.e. CEO, COO, and one company executive, CFO. # Sustainability Disclosures The RMC formulates, monitors, and reviews the company's risk management policy. Climate change risks and opportunities are covered under the strategic and operational risks for the Company and are reviewed in the RMC committee meetings. # Section 2: Strategy Climate related risks continue to challenge businesses in every possible way, sometimes amplifying existing risks. Not only is their nature evolving, but their speed of impacting the organisation's operations is also increasing. Operating in an uncertain and ever-changing environment, TCS' global operations bring in considerable complexities and TCS' robust enterprise risk management framework aids in ensuring the strategic objectives are achieved. This framework enables risk identification for short, medium, and long term, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. # Climate-related risks and opportunities Refer to the MD&A section on page number 86 of the TCS Integrated Annual Report for identified climate-related risk and opportunities that could reasonably affect TCS' prospects. The section includes the company's adaptation methodology which will be implemented over following time horizons: |Time-horizon|From (years)|To (years)| |---|---|---| |Short-term|0|5| |Medium-term|5|10| |Long-term|10|Beyond 10| Below is a brief description of TCS' approach and identification of climate-related risks and opportunities. |Climate related R&O|TCS Approach| |---|---| |Current regulation|Regulations undergo frequent changes and, to accommodate such changes, the company must be aware and responsive. In India operations, TCS must comply with all the environmental consent conditions around emissions, water discharge, waste recycling etc. These regulations are included in TCS' risk assessment as compliance risk and thereafter integrated into its mitigation plans. The company also reports to the Securities and Exchange Board of India (SEBI) mandated BRSR framework, which includes non-financial indicators and is a part of this Integrated Annual report. This year as per BRSR reporting requirements, TCS is also undergoing reasonable assurance for the core indicators of BRSR.| |Emerging regulation|Emerging regulations including carbon taxes (coal or fossil fuel taxes leading to escalation in the electricity tariff), mandatory energy audits are examples which are likely to impact the company. Regulations around procurement of renewable energy, which is a key driver of the company's climate change mitigation plan, is also ever evolving in all major geographies."
+"TCS keeps a close watch on the emerging regulations and plans its organizational sustainability strategy and roadmap to adapt to those changes.| |Technology|With more energy efficient and eco-friendly building and IT equipment coming in the market, keeping TCS' offices eco-efficient is an ongoing process wherein the company evaluates the technology and suitability and work on a phaseout plan to move to the new more efficient technology. These are considered as operational risks and opportunities which drive the company to make its infrastructure more climate resilient.| |Legal|TCS tracks environmental legal compliance (air emissions, water discharges, waste management and others) on periodic basis and have a very robust internal compliance management system to identify and comply with all legal requirements of current, amended and new regulations. While the possibility of a litigation risk is very low, climate change impacts can pose few risks indirectly to TCS.| |Market|Climate change is driving a lot of changes in the company's customer behaviour, thus creating new markets and new opportunities, giving TCS an opportunity to partner with them in their climate change mitigation journey by providing solutions, services, and process automation which helps in emission reduction.| |Reputation|Reputational risk is relevant to the company as the investor and customer community is becoming increasingly aware of climate change related issues. It is important to demonstrate leadership in climate action to maintain reputation. Climate risks are hence included as strategic risks which is reviewed by leadership to position the company better in the market. This information is required to respond to CDP supply chain module and various customer surveys on sustainability like Dow Jones Sustainability Index, EcoVadis, MSCI, Sustainalytics, etc. Hence performing well in these ratings/scorings is very crucial in maintaining the market reputation which the organization holds.| |Acute physical|Acute physical risks associated with extreme weather events is relevant as TCS has substantial operations in coastal cities in India which are exposed to extreme weather events like heavy precipitation, flood, and cyclones. E.g., The company's offices located in coastal cities like Chennai, Bhubaneshwar, Kolkata, Kochi are exposed to physical risks from cyclonic events and therefore adequate mitigation plans are in place.| Integrated Annual Report 2023-24 # Sustainability Disclosures # Climate related # TCS Approach Despite the Paris Agreement and global climate action, global warming continues unabated. Having presence in many major cities across the world, TCS is subject to climate change related chronic physical impacts like change in precipitation pattern, with resultant effects like drought or flood. Also, with TCS's presence in few coastal cities, rise in sea level and related impacts like land submergence, saltwater intrusion, disruption to network and communication systems are more likely. These risks are long term and included from perspective of planning appropriate infrastructure. TCS has set targets to reduce carbon emissions (scope 1 and 2) by 70% in 2025 compared to 2016 base year and achieve Net Zero by 2030. These are aligned with the global goals taken under the Paris agreement to fight global warming by keeping the planet's temperature below 1.5 degrees Celsius. TCS has reduced its absolute carbon footprint across Scope 1 and Scope 2 by 80% in FY 2024 over a baseline of 2016, exceeding TCS' target achievement by 10%, one year ahead of time. # Business model and value chain TCS' business model and value chain includes its customers and suppliers. The sustainability and climate related transition risks are covered here along with some mitigation plans. # Customers TCS is an IT services and business solution provider company working mostly with Fortune 1000 or Global 2000 corporations and the public sector. The customer perception around climate change risks has strengthened, especially in the major markets, and this is reflected in the increasing customer requests on climate change performance through platforms like CDP, SBTi commitment, RFPs. These all show how adapting to changing customer behaviour around climate change is crucial for business continuity. TCS' stakeholders, especially its customers and employees look at it as a responsible corporate citizen when it comes to climate action. The company's efforts in this domain have been recognized through ESG ratings and CDP ratings / climate change performance (carbon reduction against targets, % renewable energy). In an event, if TCS is unable to meet its climate change commitments, it can lead to a negative impact on its brand and reputation, as well as ESG ratings. A failure to meet the targets, customer expectations or evolving regulatory requirements could also potentially affect its market capitalization."
+"TCS ensures that these risks are identified at an early stage and work on mitigation and improvement plans. The company also has a robust business continuity plan. It is an end-to-end framework that effectively manages through defined policy, procedures, guidelines and through in-house developed tools that support planning and communication with all stakeholders. The framework is fully compliant and certified to ISO 22301:2019, CMMI-SVC and is integrated with TCS quality management system for consistent deployment across the organization. TCS also has Emergency Preparedness Plans (EPP) for disasters such as earthquake, floods, cyclones etc in its internal portal. The plan outlays the responsibilities of action owners, plan description including precautions to be taken, evacuation procedures and post incident action plan which would need to be followed at locations facing the emergency scenario. # Suppliers Towards ongoing sustainability assessment, TCS launched its Supplier Sustainability Assessment Platform in FY 2023 and initiated on-boarding of its top supply chain partners. Through this platform, TCS plans to support its suppliers with engagement and guidance to help them improve their sustainability performance. In FY 2024, the company has successfully assessed 17% of its value chain partners (by spend) for sustainability criteria. These efforts ensure that all suppliers who form upstream part of the value chain are assessed for sustainability and climate risks. # Strategy and decision-making Climate-related risks and opportunities have influenced TCS' strategy in the following ways: |Area|Description of influence| |---|---| |Products and services|As TCS' customers respond to climate change actions, the company is seeing opportunities to provide technology-led solutions to help them achieve their sustainability goals. The change in technology consumption reflects the prevailing trends in the economy. Recent events have accelerated digital adoption, put the spotlight on supply chain resilience and added urgency to the sustainability imperative. Each of these represents an opportunity that can contribute towards the growth of not just as one company, but of the ecosystem. TCS leveraged its deep expertise in IoT, advanced analytics, and machine learning to come up with a suite of offerings in this space, including intellectual property such as Clever Energy™, IP2™, and TCS Envirozone™. Clients across industries are engaging us to develop innovative technology led solutions to reduce energy consumption, or to measure and track green-house gas emissions across their end-to-end supply chain, reduce their carbon footprint, reduce waste and promote recycling.| Integrated Annual Report 2023-24 # Sustainability Disclosures # 321 # Area # Description of influence Supply chain and/or value chain: Supply Chain sustainability through responsible sourcing is one of the risk mitigations that TCS has identified under its sustainability risk. TCS's Green Procurement policy outlines its commitment to making its supply chain more responsible and sustainable. Energy efficiency is one of the major procurement considerations in all the company's IT assets procurement as this is directly correlated with its emission profile. Climate related risks play a very important role in supply chain engagements, and TCS is working with its suppliers to bring in improvements in overall supply chain sustainability related aspects. As mentioned in the previous section on suppliers, TCS has launched the supplier sustainability assessment platform to facilitate improvements in the supply chain through evaluation and assessment of suppliers. Investment in R&I: TCS' investments in R&I have resulted in solutions like Envirozone™, Clever Energy and IP2™. TCS has been using Clever Energy for the last several years to monitor and help reduce its energy consumption and is now commercially selling it and the other two solutions to clients to help them achieve their sustainability goals. Additionally, TCS has been investing in building green campuses (IGBC certified). These initiatives have enabled reduction of carbon footprint. Operations: Climate Change risks play an important consideration in TCS' operations. TCS has created an environmentally sustainable approach by creating green policies, processes, frameworks, and infrastructure. The company's campuses are designed to withstand extreme weather events and the business continuity plans are tested periodically to ensure continued operations without any disruption. Green buildings, efficient operations, green IT, the use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles are integral to business operations. These all help the company in achieving its emission reduction targets and journey towards Net Zero by 2030. Direct costs, Capital expenditures, Capital allocation: Climate risks and opportunities are one of the factors while making financial considerations especially while making investments in offices, equipment, and renewable energy production."
+"Investment in these areas constitutes a substantial share of the company's overall capital investment. Major investments are in green buildings, roof top solar and other energy efficiency initiatives. Refer BRSR section, Principle 6, page number 152, 153 for more details on the initiatives that also help the company to position itself as leaders in the climate domain hence contribute substantially to its market value. # Financial position, financial performance, and cash flows # Substantive financial or strategic impact of Risk Assessment: Climate risks like business disruption, changing regulatory landscape, acute physical stress and transition risks are identified, prioritized, assessed and managed by the ERM team. Anything with the potential to disrupt regular operations by more than 10% and triggers Business Continuity Plans at the sites is considered as substantial. The financial risk exposure is calculated considering the following quantifiable indicators- (1) Proportion of business units affected OR percentage of operations impacted; (2) Probability of occurrence of extreme climate related events, and 3) the impact potential at the affected locations based on size of operation. In any given year the overall potential financial impact due to an extreme weather event is considered as 0.75% of the revenue. TCS considers a risk tolerance of 10% of the exposure for climate related risks and considered as substantive. Based on the severity and the risk exposure, the appropriate risk response is finalized, and mitigation actions are assigned to relevant functions. The company has identified the following climate-related risks with the potential to have a substantive financial or strategic impact on the company's business: a. Risk of impact on direct operations: TCS has large operations based out of offices in coastal cities which have a high exposure to extreme weather events like high rainfall, cyclones, rise in sea level, etc. During FY 2024, there were no major cyclones that affected the company's campuses. However, earlier event like Cyclone Amphan led to damages in its Kolkata, India campus specifically to the rooftop solar PV installations, solar water heater panels, roof mounted HVAC components, HRW electrical panel room, energy bin of biogas chamber, apart from multiple water leakages at basement and many other external physical damages. This indicates the increased severity and frequency of extreme weather events such as cyclones and floods and the impact these can cause directly on the operations. TCS accounts for such risks at design stage through cyclone and flood water resistance considerations while constructing new buildings. For greenfield projects, the building structure is designed (a) for seismic load as per IS 1893 (Part-1) 2016; Amendment No:2-2020 and (b) for wind speeds as per IS 875 codes. TCS has a strong business continuity plan (critical business operations can be shifted to another city/country/geography) and therefore these physical risks will not affect the business operations significantly, except for the financial implications related to infrastructure damages (if any). Hence the potential financial impact due to physical damage because of extreme weather events is calculated as a percentage of revenue using a risk factor, which in turn is arrived through the company's risk assessment exercises. The potential financial impact will be 0.75% of the revenue which comes to approximately ₹ 1,807 crores or US$218 million. b. Risk of increase in capital expenditure: TCS is an IT services, consulting, and business solutions organization with a presence across multiple geographies, industries, services and products. Being one of the frontrunners in ESG performance, in 2021, the company has taken up ambitious carbon targets as mentioned in previous sections and have also achieved its near-term targets 2 years ahead. # Sustainability Disclosures of timelines. In FY 2024, TCS has further brought down its Scope 1 and Scope 2 emission by 80% over base year 2016. This was despite increased electricity consumption in FY 2024 from employees' return to office and addition of new offices to the reporting boundary. Apart from organizational level commitments, the emerging regulations also motivate TCS to transition towards low carbon business. TCS will need additional CAPEX and OPEX to ensure compliance. The company has envisaged this as a risk, and is developing greener solutions and transitioning to renewable energy. In FY 2024, RE accounts for 74% of total energy and have increased percentage of green tariff. # i. TCS' new campuses are designed according to green building standards for energy and resource efficiency to reduce the carbon footprint. The company invests in energy efficiency initiatives taking into consideration a payback period of 4-5 years. It is also retrofitting its older buildings with energy efficient equipment."
+"# ii. TCS' IoT-based Real-time Energy Management System (TCS Clever Energy™) initiative that involves real time monitoring to optimize the operational energy efficiency is used across all offices. This smart, scalable, analytics driven IoT solution uses TCS Connected Universe Platform (TCUP) IoT platform, which forms the backbone enabling visualization of data acquired from various locations and facilities' energy meters and sensors. # iii. While the above initiatives were carried out across TCS India campuses, focus towards achieving Net Zero is also driven through carbon neutrality across Scope 1 and Scope 2 emissions in North America, UK and Ireland, Europe, Asia Pacific, Japan, Latin America, and Middle East & Africa. # c. Risk of Impacting Reputation and Brand Value: TCS is an IT services company working mostly with Fortune 1000 or Global 2000 corporations and the public sector. The customer perception around climate change risks has strengthened, especially in the major markets, and this is reflected in the increasing customer requests on climate change performance through platforms like CDP, SBTi commitments, RFPs and other surveys/ questionnaires. Thus, in an event if TCS is unable to meet its climate change commitments, it can impact the company's brand and reputation, as well as international ESG ratings. The risk due to the same is realized in terms of the company's brand value and the risk is estimated as 0.1% of the same. In FY 2024, TCS brand value rose to US$19.2 billion (Source: Brand Finance). Hence, the potential financial impact due to this risk is estimated at US$19.2 million. To mitigate these impacts, the company has undertaken many initiatives to mitigate its environmental impact which includes green building design, energy efficient building and IT infrastructure, and transition to renewable energy. All the stakeholders are well informed about TCS' climate change performance through its external disclosures which helps to minimize the reputational risks. TCS has identified the following climate-related opportunities with the potential to have a substantive financial or strategic impact on its business: # i. TCS has a large building footprint with its campuses alone covering more than 38 million sq. ft area in India. Out of this, over 67.3% of its buildings are certified to IGBC Green Building standards. TCS has steadily increased its portfolio of green buildings, thereby ensuring energy efficiency in its buildings and reducing both emissions and operating expenditures. Apart from this, the company is also working on improving and upgrading its energy efficiency in existing buildings. Few years back, TCS India took up a major project to change the luminaires to LEDs across its locations which contributed towards significant energy savings. Major retrofits were carried out at some locations with legacy infrastructure to improve the efficiency levels. The TCS Remote Energy Management and Control program witnessed rapid scaling up and further maturity during the year by leveraging IoT platform to acquire asset (chillers, air handling units, etc.) level data which is analyzed to improve asset efficiency and operations. The data center PUE (weighted average) of 1.70 was achieved for the corporate data centers at Mumbai and Chennai. In FY 2024, TCS has achieved a saving to the tune of 16,301 MWh due to energy saving initiatives. (This includes HVAC energy efficiency projects, UPS based energy efficiency projects, expansion in green buildings and real time monitoring of energy efficiency). TCS uses multiple energy sources in its daily operations, electricity being the primary source. Majority of the electricity comes from conventional sources, but TCS has increased the share of renewable electricity (RE) over the years through onsite rooftop solar generation, third party procurement and purchase of Energy Attribute Certificate (EAC) (in select geographies). The RE consumption as a percentage of total electricity consumption has increased from 15.6% in FY 2021 to 74% in FY 2024. TCS' owned roof top solar projects contribute 3 % of the same. Apart from roof top solar photo voltaic installations, TCS increased the renewable energy procurement through a switch over to green tariffs for operations and open access power purchase agreements (PPA). # ii. TCS is looking at developing solutions that respond to changing consumer behaviour. Through its Connected Marketing team, TCS uses sustainability in the social media perspective to better understand the 'green' needs of its consumers, and to also see how consumers are reacting to the new green products that have been introduced. Changing consumer behaviour and expectations are most reflective in the power utility space."
+"Towards this area, TCS has developed several strategic partnerships, towards thought-leadership development and solution enhancement (Example: Smart Power and Smart Energy are key solution areas of TCS' Utilities Industry Unit). # Climate Resilience A brief description of the resilience of the organization's strategy, taking into consideration different climate-related scenarios, including a 2oC or lower scenario. Integrated Annual Report 2023-24 # Sustainability Disclosures # Climate related scenario # Transition scenarios IEA B2DS The climate change scenario analysis conducted for TCS takes a multi-level approach to identify climate risk and opportunity hot spots, interdependencies, and interaction with global macro trends. The top-down analysis of the macro environmental trends that will impact the company at global level included: - a) nature loss and ecological degradation, - b) resource scarcity and driving value chain innovation, - c) changing customer and workforce preferences, - d) the rise of extreme weather, - e) increasing regulations, pricing and disclosure of externalities, - f) digitalization and prevalence of infectious diseases and - g) rising incomes. Detailed analysis was conducted of material climate change transition risks and opportunities across value chain and assessment of interdependencies between climate risks and opportunities including identification of areas of potential magnification and hedge opportunities. The key value driver analysis assesses climate risks and opportunities across 3 stages of the value chain including: - a) Supply Chain (input supplies costs, disruption and access to supplies) - b) Operations (carbon costs, operating costs, insurance/ damage costs due to disruption of operation) - c) End Markets (demand for low carbon services/ products, market share and competition). In the transition scenario, the IEA B2DS approach has been selected as its more conservative scenario. The inputs included those from Intergovernmental Panel for Climate Change (IPCC) reports, the Nationally Determined Contributions (NDCs), the Sustainable Development Goals (SDGs) and Government of India plan on energy efficiency and solar energy. The assumptions used in the analysis also considered the anticipated growth of TCS over the years and increased energy demand. Changing customer behaviour and carbon costs are assessed as a transition risk to TCS with a growing number of jurisdictions at regional and national level planning to implement a carbon tax or emission trading scheme. # Physical climate scenarios RCP 8.5 The climate change scenario analysis conducted for TCS takes a multi-level approach to identify climate risk and opportunity hot spots, interdependencies, and interaction with global macro trends. The top-down analysis of the macro environmental trends that will impact the company at global level included: - a) nature loss and ecological degradation, - b) resource scarcity and driving value chain innovation, - c) changing customer and workforce preferences, - d) the rise of extreme weather, - e) increasing regulations, pricing, and disclosure of externalities, - f) digitalization and prevalence of infectious diseases and - g) rising incomes. Detailed analysis was conducted of material climate change physical risks and opportunities across value chain and assessment of interdependencies between climate risks and opportunities including identification of areas of potential magnification and hedge opportunities. The key value drivers' analysis assesses them across 3 stages of the value chain including: - a) Supply Chain (input supplies costs, disruption and access to supplies) - b) Operations (carbon costs, operating costs, insurance/ damage costs due to disruption of operation) - c) End Markets (demand for low carbon services/ products, market share and competition). File: AR_TCS_2023_2024.md The physical risk is assessed using the RCP 8.5 scenario. The RCP 8.5 scenario takes a global warming between 3-4 degrees above pre-industrial levels which is a conservative scenario and helps TCS understand the worst-case climate impacts on its operations. The inputs included IPCC reports, the NDCs, the SDGs and Govt. of India plan on energy efficiency and solar energy. The assumptions used in the analysis also considered the anticipated growth of TCS over the years and increased energy demand. Few strategies to mitigate physical risks of climate change include: 1. A robust Business Continuity Plan (BCP) to respond to climate events 2. Investments in climate resilient infrastructure (for cyclone, floods). # Section 3: Risk management At TCS, the Corporate Risk Office, led by the Chief Risk Officer, is responsible for driving Enterprise Risk Management (ERM) across all functions in line with TCS Global Risk Management Policy. Refer the MD&A section on page numbers 78, for details on how ERM is driven across the company on all topics, including climate related risks and opportunities."
+"The company also considers evolving concepts, trends, policies, customer requirements, regulations, and climate scenario analysis to identify Risk & Opportunities. The company also considers international guidelines/frameworks like GRI, SASB, and CDP for Risk & Opportunity drivers. Risk Assessment Methodology: Refer the MD&A section page number 79 of the TCS Integrated Annual Report for information on Enterprise Risk Management process followed at TCS. # Sustainability Disclosures All climate-related risks are embedded into entity's overall risk management process. TCS has an internal application where identified risks are baselined at the beginning of the year, tracked quarterly and updated with relevant progress. Each risk has an expiry date. Each risk owner responds with the progress and at the end of the financial year ensures closing of the risk. # Section 4: Metrics and targets # Climate related metrics a. Climate-related metrics - Scope 1,2 and 3 greenhouse gas (GHG) emissions in metric tons of CO2 equivalent are disclosed on page number 152, 158 of the BRSR report. The emissions are in accordance with the GHG Protocol Corporate Accounting and Reporting Standards. TCS has a robust environmental sustainability tool where all relevant environmental data are collected monthly, validated, and internally assured periodically across geographies. All locations within the operational control of TCS are included in the boundary of environmental data reporting (consolidated accounting group as per IFRS-S2). GHG emission factors are used from the latest version of IEA, DEFRA, USEPA, GHG Protocol All Sector Tools and regional sources for specific geographies (e.g. CEA for India) to estimate the GHG emissions. The approach, inputs and assumptions are detailed on Page number 152, 158 as part of the BRSR section. The carbon emission data is independently assured by external assurance providers at the end of the financial year. In FY 2024, scope 1 and 2 emissions have undergone reasonable assurance and scope 3 has been subject to limited assurance by KPMG. TCS reports its scope 1, 2 and 3 emissions in the Integrated Annual Report and in CDP (Climate change) disclosures. b. Climate-related transition risks--Business activities vulnerable to climate-related transition risks;- Refer section Sustainability Risks- Climate change and Environmental aspects (R & O), page number 86. c. Climate-related physical risks--Business activities vulnerable to climate-related physical risks;- Refer section Sustainability Risks- Climate change and Environmental aspects (R & O), page number 86. d. Climate-related opportunities--Business activities aligned with climate-related opportunities;- Refer section Sustainability Risks- Climate change and Environmental aspects (R & O), page number 86. e. Capital deployment--the amount of capital expenditure, financing or investment deployed towards climate-related risks and opportunities;- Refer BRSR section in Principle 2 (Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively, Page number 135) f. Internal carbon prices: The organization has calculated an internal carbon price based on the total investments envisaged for energy efficiency programs, transition to renewable energy and other investments towards emission reductions. Currently TCS does not apply this carbon price to determine the feasibility of projects or to apply a carbon tax to generate funding for the projects. All these projects and initiatives are driven through internal accruals since they align to overall company and Tata Group philosophy. Currently, TCS is not focusing on offsetting to drive reductions and the company may take up the carbon cost/tax mechanism in the future to generate budgets for purchase of offset instruments. In the coming years, the company may plan to consider applying a carbon tax to business travel (and employee commuting-company provided transport) to bring out the ""carbon"" cost. This will help reduce Category 6 and 7 of Scope 3 emissions by either reducing travel or switching to carbon efficient means of travel and transportation (like EVs). The price for each metric tonne of greenhouse gas emissions the entity uses to assess the costs of its greenhouse gas emissions is ₹ 2,365. Business decision-making processes this internal carbon price is applied to are: - Capital expenditure - Operations procurement - Risk management - Opportunity management - Value chain engagement Remuneration: Refer page number 103 for information on remuneration of the Board members. # Climate-related targets TCS' climate related targets are mentioned along with its metrics, timeline, and performance in page 24, 25 of the Natural Capital section. In May 2021, TCS set carbon target of 70% reduction of absolute Scope 1 + 2 emissions by 2025 (vs base year 2016) and Net Zero by 2030."
+"This target setting is aimed to mitigate the carbon emissions from its activities and enables adapting to climate change risks. The target applies to the entity in entirety across geographies. TCS has already achieved 71% reduction in scope 1 and 2 emissions in FY 2023 (Vs 2016) and 80% reduction in FY 2024 (Vs 2016) thereby overachieving the targets much ahead of its timelines. The performance against the targets is disclosed in this Integrated Annual Report in the Natural Capital Section on Page numbers 24 and 25. TCS has made its commitment to SBTi targets. In June 2022, TCS has responded to SBTi's urgent call for corporate climate action by committing to align with 1.5°C and net-zero through the Business Ambition for 1.5°C campaign. This is published on SBTi website and can be viewed at Companies taking action- Science Based Targets. TCS is working towards submitting the targets for validation by SBTi. # Sustainability Disclosures # GRI Content Index TCS' Integrated Annual Report 2023-24, which includes the Board and Management Commentary, Compliance Reports, Financial Statements, and the Business Responsibility and Sustainability Report, is with reference to the Global Reporting Initiative (GRI) Standard. The Report also conforms to the United Nations Global Compact (UNGC) principles and forms the basis of the company's Communication on Progress (CoP) with the UNGC. The following table provides the mapping of disclosures for FY 2024 against the GRI standard requirements. |GRI Standard Disclosure and Description|Section *|Page No.| |---|---|---| |GRI 2: General Disclosures 2021| | | |1. The organization and its reporting practices| | | |2-1 Organizational details|BRSR|127| |2-2 Entities included in the organization's sustainability reporting|BRSR|128, 129| |2-3 Reporting period, frequency and contact point|BRSR|127| |2-4 Restatements of information|BRSR|127| |2-5 External assurance|BRSR|128, 132| |2. Activities and workers| | | |2-6 Activities, value chain and other business relationships|BRSR|128| |2-7 Employees|BRSR|128| |2-8 Workers who are not employees|BRSR|128| |3. Governance| | | |2-9 Governance structure and composition|CG|93, 94| | |BRSR|132| |2-10 Nomination and selection of the highest governance body|CG|93, 94| |2-11 Chair of the highest governance body|CG|94| |2-12 Role of the highest governance body in overseeing the management of impacts|CG|94, 95| |2-13 Delegation of responsibility for managing impacts|CG|102| | |BRSR|132| |2-14 Role of the highest governance body in sustainability reporting|CG|95, 147| |2-15 Conflicts of interest|CG|94| |2-16 Communication of Critical Concerns|BRSR|130, 138, 142, 147, 148, 162, 164| |2-17 Collective knowledge of the highest governance body|BRSR|132| |2-18 Evaluation of the performance of the highest governance body|Directors' Report|58| | |CG|95| |2-19 Remuneration policies|CG|102| | |BRSR|147| |2-20 Process to determine remuneration|CG|95, 100, 102| |2-21 Annual total compensation ratio|BRSR|147| |4. Strategy, policies and practices| | | |2-22 Statement on sustainable development strategy|Letter from the CEO|8| | |MD&A|70| | |BRSR|132, 146| |2-23 Policy commitments|BRSR|131, 133, 148, 165| |2-24 Embedding policy commitments|BRSR|131, 148| 1 Requirement 7: Publish a GRI Content Index * MD&A: Management Discussion and Analysis, CG: Corporate Governance Report, BRSR: Business Responsibility and Sustainability Report # Sustainability Disclosures |GRI Standard Disclosure and Description|Section *|Page No.| |---|---|---| |2-25 Processes to remediate negative impacts|BRSR|130, 138, 142, 147, 148, 162, 164| |2-26 Mechanisms for seeking advice and raising concerns|BRSR|130, 138, 142, 147, 148, 162, 164| |2-27 Compliance with laws and regulations|BRSR|133, 156| |2-28 Membership associations|BRSR|160| |5."
+"Stakeholder engagement| | | |2-29 Approach to stakeholder engagement|BRSR|143, 144| |2-30 Collective bargaining agreements|BRSR|138| |GRI 3: Material Topics 2021| | | |3-1 Process to determine material topics|Stakeholder Engagement and Identification of Material Topics|315| |3-2 List of material topics|BRSR|130| | |TCS ESG Principles, Material Topics and Initiatives|316, 317| |3-3 Management of material topics|MD&A|79| | |BRSR|130, 131, 141, 142, 155| | |TCS ESG Principles, Material Topics and Initiatives|316, 317| |GRI 200: Economic Performance| | | |GRI 201: Economic Performance 2016| | | |201-1 Direct economic value generated and distributed|Financial Capital|16, 17| |201-2 Financial implications and other risks and opportunities due to climate change|MD&A|86| | |BRSR|130| |201-3 Defined benefit plan obligations and other retirement plans|BRSR|137| |GRI 202: Market Presence| | | |202-1 Ratios of standard entry level wage by gender compared to local minimum wage|BRSR|147| |GRI 204: Procurement Practices 2016| | | |204-1 Proportion of spending on local suppliers|BRSR|162| |GRI 205: Anti-corruption 2016| | | |205-2 Communication and training about anti-corruption policies and procedures|BRSR|133| |205-3 Confirmed incidents of corruption and actions taken|BRSR|133| |GRI 207: Tax 2019| | | |207-1 Approach to tax|CG|95| |207-2 Tax governance, control, and risk management|CG|95| |207-3 Stakeholder engagement and management of concerns related to tax|CG|95| |GRI 300: Environmental Performance| | | |GRI 302: Energy 2016| | | |302-1 Energy consumption within the organization|BRSR|149, 150| |302-3 Energy intensity|BRSR|149, 150| |GRI 303: Water and Effluents 2018| | | |303-1 Interactions with water as a shared resource|BRSR|151, 156| |303-2 Management of water discharge-related impacts|BRSR|151| |303-3 Water withdrawal|BRSR|150, 156| |303-4 Water discharge|BRSR|156| |303-5 Water consumption|BRSR|150| Integrated Annual Report 2023-24 # Sustainability Disclosures |GRI Standard Disclosure and Description|Section *|Page No.| |---|---|---| |GRI 304: Biodiversity 2016| | | |304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas|* BRSR|156| |304-2 Significant impacts of activities, products and services on biodiversity|* BRSR|159| |304-3 Habitats protected or restored|* BRSR|159| |GRI 305: Emissions 2016| | | |305-1 Direct (Scope 1) GHG emissions|* BRSR|152| |305-2 Energy indirect (Scope 2) GHG emissions|* BRSR|152| |305-3 Other indirect (Scope 3) GHG emissions|* BRSR|158| |305-4 GHG emissions intensity|* BRSR|152, 158| |305-5 Reduction of GHG emissions|* BRSR|152| |GRI 306: Waste 2020| | | |306-2 Management of significant waste-related impacts|* BRSR|135, 136, 155| |306-3 Waste generated|* BRSR|154| |306-4 Waste diverted from disposal|* BRSR|154| |306-5 Waste directed to disposal|* BRSR|154| |GRI 308: Supplier Environmental Assessment 2016| | | |308-1 New suppliers that were screened using environmental criteria|* BRSR|135, 160| |308-2 Negative environmental impacts in the supply chain and actions taken|* BRSR|160| |GRI 400: Social Dimension| | | |GRI 401: Employment 2016| | | |401-1 New employee hires and employee turnover|* Human Capital|18, 19| | |* BRSR|129| |401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees|* BRSR|137| |401-3 Parental leave|* BRSR|138| |GRI 402: Labor/Management Relations 2016| | | |402-1 Minimum notice periods regarding operational changes|* MD&A|74| |GRI 403: Occupational Health and Safety 2018| | | |403-1 Occupational health and safety management system|* BRSR|139| |403-2 Hazard identification, risk assessment, and incident investigation|* BRSR|140, 141| |403-3 Occupational health services|* BRSR|139| |403-5 Worker training on occupational health and safety|* BRSR|139| |403-6 Promotion of worker health|* BRSR|140| |403-9 Work-related injuries|* BRSR|141, 142| |403-10 Work-related ill health|* BRSR|141, 142| |GRI 404: Training and Education 2016| | | |404-1 Average hours of training per year per employee|* Human Capital|19| | |* BRSR|139| |404-3 Details of performance and career development reviews of employees|* BRSR|139| |GRI 405: Diversity and Equal Opportunity 2016| | | |405-1 Diversity of governance bodies and employees|* Human Capital|18, 19| | |* BRSR|129| |405-2 Ratio of basic salary and remuneration of women to men|* BRSR|146, 147| |GRI 406: Non-discrimination 2016| | | |406-1 Incidents of discrimination and corrective actions taken|* BRSR|148| |GRI 413: Local Communities 2016| | | |413-1 Operations with local community engagement, impact assessments, and development programs|* Social Capital|23| | |* BRSR|156, 162| |GRI 414: Supplier Social Assessment 2016| | | |414-2 Negative social impacts in the supply chain and actions taken|* BRSR|143| # Integrated Annual Report 2023-24 # Sustainability Disclosures KPMG Assurance and Consulting Services LLP Telephone: +91 (22) 3989 6000 2nd Floor, Block T2 (B Wing), Lodha Excelus, Apollo Mills Compound, N. M."
+"Joshi Marg, Mahalaxmi Mumbai - 400 011 India # Independent Practitioners' Limited Assurance Report To the Directors of Tata Consultancy Services Limited Assurance report on select sustainability disclosures in the Integrated Annual Report prepared in accordance with the Business Responsibility and Sustainability Reporting (BRSR) framework and with reference to the Global Reporting Initiative (GRI) Standards 2021 (together called 'Identified Sustainability Information' (ISI)) of Tata Consultancy Services Limited (TCS) (the 'Company') for the period from 1 April 2023 to 31 March 2024. # Opinion We have performed an assurance engagement on the Identified Sustainability Information (ISI) as detailed in the table below: |Identified Sustainability Information (ISI) subject to assurance|Period subject to assurance|Page number in the Annual Report|Reporting criteria| |---|---|---|---| |Select GRI and BRSR attributes (which are not part of BRSR Core) (refer Annexure 1)|From 1 April 2023 to 31 March 2024|127 to 166 and 315 to 327| | - GRI Standards 2021 - Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (SEBI LODR) - World Resource Institute (WRI) / World Business Council for Sustainable Development (WBCSD) Greenhouse Gas (GHG) Protocol (A Corporate Accounting and Reporting Standards) - Corporate Value Chain (Scope 3) Accounting & Reporting Standard - Guidance note for BRSR format issued by SEBI This engagement was conducted by a multidisciplinary team including assurance practitioners, engineers and environmental and social professionals. Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the company's Identified Sustainability Information on pages [127] to [166] and [315] to [327] of the Annual Report relating to select GRI and BRSR attributes (which are not part of BRSR Core) for the year ended 31 March 2024, subject to limited assurance is not prepared, in all material respects, in accordance with the World Resource Institute (WRI)/World Business Council for Sustainable Development (WBCSD) Greenhouse Gas (GHG) Protocol (A Corporate Accounting and Reporting). # Sustainability Disclosures Reporting Standards), and the Corporate Value Chain (Scope 3) Accounting & Reporting Standard, Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (SEBI LODR) and with reference to the GRI Standards (2021) and basis of preparation set out in page 128 Section A: General Disclosures 13 of the Integrated Annual Report. We do not express an assurance opinion on information in respect of any other information included in the Integrated Annual Report 2024 or linked from the Sustainability Information or from the Integrated Annual Report 2023, including any images, audio files or embedded videos. # Basis for opinion and conclusion We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information, and ISAE 3410, Assurance Engagements on Greenhouse Gas Statements, issued by the International Auditing and Assurance Standards Board (IAASB). Our responsibilities under those standards are further described in the ""Our responsibilities"" section of our report. We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA). Our firm applies International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. # Other information Additionally, we have performed a reasonable assurance engagement on SEBI BRSR Core attributes and issued an independent assurance report on 08 May 2024. Our report thereon is included with the other information. Our limited assurance opinion on the ISI does not extend to other information that accompanies or contains the 'ISI and our assurance report' (hereafter referred to as ""other information""). We have read the other information, but we have not performed any procedures with respect to the other information. # Other matter Select BRSR and GRI attributes of the Company for the year ended 31 March 2023 were assured by the previous assurance practitioner who had expressed an unmodified opinion on 09 June 2023. Our opinion is not modified in respect of this matter."
+"# Sustainability Disclosures # Intended use or purpose The ISI and our limited assurance report are intended for users who have reasonable knowledge of the BRSR attributes and GRI attributes, the reporting criteria and ISI and who have read the information in the ISI with reasonable diligence and understand that the ISI is prepared and assured at appropriate levels of materiality. Our opinion is not modified in respect of this matter. # Responsibilities for Identified Sustainability Information (ISI) The management of the company are responsible for: - designing, implementing and maintaining internal control relevant to the preparation of the Identified Sustainability Information that is free from material misstatement, whether due to fraud or error; - selecting or developing suitable criteria for preparing the Identified Sustainability Information and appropriately referring to or describing the criteria; and - preparing the Identified Sustainability Information in accordance with the reporting criteria. Those charged with governance are responsible for overseeing the reporting process for the company's ISI. # Exclusions: Our assurance scope excludes the following and therefore we will not express a conclusion on the same: - Operations of the Company other than those mentioned in the ""Scope of Assurance"". - Aspects of the BRSR and GRI attributes and the data/information (qualitative or quantitative) other than the ISI. - Data and information outside the defined reporting period i.e., 1 April 2023 to 31 March 2024. - The statements that describe expression of opinion, belief, aspiration, expectation, aim, or future intentions provided by the Company. # Inherent limitations The preparation of the company's sustainability information requires the management to establish or interpret the criteria, make determinations about the relevancy of information to be included, and make estimates and assumptions that affect the reported information. Measurement of certain amounts and BRSR and GRI attributes, some of which are estimates, is subject to substantial inherent measurement uncertainty, for example GHG emissions, water footprint, energy footprint. Obtaining sufficient appropriate evidence to support our opinion/conclusion does not reduce the uncertainty in the amounts and metrics. 3 | P a g e # Integrated Annual Report 2023-24 # Sustainability Disclosures # Our responsibilities We are responsible for: - planning and performing the engagement to obtain a limited assurance about whether the ISI is free from material misstatement, whether due to fraud or error; - forming an independent conclusion, based on the procedures we have performed and the evidence we have obtained; and - reporting our conclusion to the Directors of TCS. # Summary of the work we performed as the basis for our conclusion We exercised professional judgement and maintained professional skepticism throughout the engagement. We designed and performed our procedures to obtain evidence that is sufficient and appropriate to provide a basis for limited assurance conclusion. # Limited assurance conclusion Our procedures selected depended on our understanding of the information subject to limited assurance and other engagement circumstances, and our consideration of areas where material misstatements are likely to arise."
+"In carrying out our engagement, we: - assessed the suitability of the criteria used by the company in preparing the information subject to limited assurance; - interviewed senior management and relevant staff at corporate and selected locations concerning policies for occupational health and safety, and the implementation of these across the business; - through inquiries, obtained an understanding of TCS's control environment, processes and information systems relevant to the preparation of the information subject to limited assurance, but did not evaluate the design of particular control activities, obtain evidence about their implementation or test their operating effectiveness; - made inquiries of relevant staff at corporate and selected locations responsible for the preparation of the information subject to limited assurance; - undertook ten site visits out of which seven were physical site visits and three were virtual site visits; we selected these sites based on the relative size of the workforce of these locations to the total workforce, unexpected fluctuations in the information subject to limited assurance since the prior period, and sites not visited in the prior period; - inspected, at each site visited, a limited number of items to or from supporting records, as appropriate; - applied analytical procedures, as appropriate; - recalculated the information subject to limited assurance based on the criteria; 4 | P a g e # Integrated Annual Report 2023-24 # Sustainability Disclosures * evaluated the overall presentation of the information subject to limited assurance to determine whether it is consistent with the criteria and in line with our overall knowledge of, and experience with, the company's occupational health and safety. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Shivananda Shetty Partner KPMG Assurance and Consulting Services LLP Date: 08 May 2024 Place: Mumbai 5 | P a g e # Integrated Annual Report 2023-24 # Sustainability Disclosures # Appendix - 1 # Select BRSR and GRI attributes |GRI Indicator|BRSR Linkage|Type of Assurance| |---|---|---| |302-1-(a), (b), (c)-i, (e)|P6 E1- Details of total energy consumption (in Joules or multiples)|Limited| |302-3 (a) Energy intensity|P6 E1- Details of total energy intensity|Limited| |303-3-(a)-I, 303-3-(a)-ii, 303-3-(a)-iii, 303-3-(a)-iv|P6 E3- Provide details of water withdrawal by source|Limited| |303-1-(a), 303-2-(a), 303-4|P6 E4- Provide details of water discharged|Limited| |303-5 (a)|P6 E3- Provide details of water consumption|Limited| |305-1 (a), (b), (c), (d), €Direct (Scope 1) GHG emissions|P6 E7- Provide details of greenhouse gas emissions (Scope 1)|Limited| |305-2 (a), (b), (c), Energy indirect (Scope 2) GHG emissions|P6 E7- Provide details of greenhouse gas emissions (Scope 2)|Limited| |305-4 (a), (b), GHG emissions intensity|P6 E7 - Provide details of greenhouse gas emissions (Scope 1 and Scope 2) intensity|Limited| |306-3-(a) Waste generated|P6 E9- Provide details related to waste generated by category of waste|Limited| |306-4-(a), (b-i), (b-ii), (b-iii), (c-i), (c-ii), (c-iii)|P6 E9 - Provide details related to waste recovered through recycling, re-using or other recovery operations|Limited| |306-5-(a), (b-i), (b-ii), (b-iii), (c-i), (c-ii), (c-iii), (c-iv)|P6 E9- Provide details related to waste disposed by nature of disposal method|Limited| |403-9-(a-i-v), 403-9-(b-i-v)|P3 E11-Details of safety related incidents including lost time injury frequency rate, recordable work-related injuries, no."
+"of fatalities|Limited| |303-1 Interactions with water as a shared resource|No direct Linkage|Limited| |303-2 Management of water discharge-related impacts|No direct Linkage|Limited| |303-3-b-(i-iv), 303-4-a-(i-ii)|P6 L1- Water withdrawal, consumption, and discharge in areas of water stress (in kiloliters)|Limited| |303-1-(a), 303-2-(a), 303-4|P6 L1- Water withdrawal, consumption, and discharge in areas of water stress (in kiloliters)|Limited| |303-5 (a)|P6 L1- Water withdrawal, consumption, and discharge in areas of water stress (in kiloliters)|Limited| 6 | P a g e # Integrated Annual Report 2023-24 # Sustainability Disclosures File: AR_TCS_2023_2024.md |304, 413-1-(a-ii), 303-1- (a), 303-1- (c)|P6 E11- If the entity has operations/offices in/around ecologically sensitive areas where environmental approvals /clearances are required, please specify the location and type of operations and if the conditions of environmental approval / clearance are being complied with?|Limited| | |---|---|---|---| |304-2, 304-2-a-(i-vi), 304-2-b-(i-iv), 304-3-(a)|P6 L3- With respect to the ecologically sensitive areas, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.|Limited| | |305-3, 305-3- (a, b)|P6 L2 - Provide details of total Scope 3 emissions|Limited| | |305-4- (a), (b, (c), (d)|P6 L2 - Provide details of total Scope 3 emissions intensity|Limited| | |305-5-(a), (b), (c), (d)|P6 E8 - Projects related to reduction of Green House Gas emissions|Limited| | |306-2|Management of significant waste-related impacts|No direct Linkage| | |GRI Indicator|BRSR Linkage|Type of Assurance| | |308-1, 308-1 (a)|P6 L7- Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts|Limited| | |401-1 (b)|Section A 22- Turnover rate for permanent employees and workers|Limited| | |401-2, 201-3-b-(i-iii), 201-3-c, 201-3-d, 201-3-e|P3 E1- Details of retirement benefits, for Current Financial Year|Limited| | |401-3|Parental leave|P3 E5-Return to work and Retention rates of permanent employees that took parental leave|Limited| |403-1 (a), (b)|P3 E10-Health and safety management system|Limited| | 7 | P a g e Integrated Annual Report 2023-24 # Sustainability Disclosures # Occupational health and safety management system 403-2 (a), (b), (c), 403-4 (a), 403-6 (a) # Hazard identification, risk assessment, and incident investigation 403-5 (a), 404-1 (a-i), 404-2 (a) P3 E8-Details of training given to employees and workers Limited # Worker training on occupational health and safety 403-6, 3-3-(d-i-iii), 403-2-(a-i-ii), 403-9-(c-iii), 403-9-(d), 403-10-(c-iii) P3 E12-Describe the measures taken by the entity to ensure a safe and healthy workplace Limited # Promotion of worker health 404-1, 403-5-(a), 404-1-(a-i), 404-2-(a), 2-24-(a-iv), 205-2-(e), 403-5-(a), 404-1-(a-i-ii), 410-1-a P3 E8-Details of training given to employees and workers # Average hours of training per year per employee 404-3 (a) # Details of performance and career development reviews of employees P3 E9-Details of performance and career development reviews of employees Limited # Diversity of governance bodies and employees 405-1 Section A 21- Participation/Inclusion/Representation of women Limited # Ratio of basic salary and remuneration of women to men 2-25-(e), 406-1-(a) P5 E3-Details of remuneration/salary/wages # Incidents of discrimination and corrective actions taken P5 E8- Number of Complaints made by employees on sexual harassment, discrimination at the workplace, child and forced labour, wages and other human rights related issues Limited # Operations with local community engagement, impact assessments, and development programs 304-1-(a-i-v), 413-1-(a-i-iii), 203-1, 3-3, 2-25-(b), 413-1-(a-viii), 2-12-(b), 2-13- (a, b), 2-29-(a), 2-29-(a-i-iii), 3-3-(d-i-ii), 413-1-(a-iv), 203-1 P8 E1- Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year P8 E3-Describe the mechanisms to receive and redress grievances of the community P8 L1-Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments P4 L1-Provide the processes for consultation between 8 | P a g e # Integrated Annual Report 2023-24 # Sustainability Disclosures # 414-2 (a) Negative social impacts in the supply chain and actions taken # 2-7-(a), 2-7-(b-i & ii), 405-1-(b-iii) # Employees # 2-8 (a) Workers who are not employees # 2-21 Annual total compensation ratio stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board. P4 L3-Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups. P3 L5- Details on assessment of value chain partners."
+"Limited # General Disclosures 20 a Employees and workers (including differently abled): General Disclosures 20 a- Employees and workers Limited (including differently abled): No direct Linkage Limited # 3-2 List of material topics No direct Linkage Limited 9 | P a g e Integrated Annual Report 2023-24 NOTES NOTES # Stakeholder Engagement # Customer Asia Pacific # Employee Employee Townhall # Vendor # Government AWS rings the closing bell at Nasdaq with TCS (Photo credit: Nasdaq, Inc. / Vanja Savic) # Industry Bodies CEO speaking at Nasscom Technology and Leadership Forum '2024 # Local Community BridgeIT # International organizations, Forum Partners, Media TCS joining global leaders at WEF in Davos, Switzerland # TCS Safe Harbor Clause Certain statements in this release concerning our future prospects are forward-looking statements. Forward-looking statements by their nature involve a number of risks and uncertainties that could cause actual results to differ materially from market expectations. These risks and uncertainties include, but are not limited to, our ability to manage growth, intense competition among global IT services companies, various factors which may affect our profitability, such as wage increases or an appreciating Rupee, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on cross-border movement of skilled personnel, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which TCS has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, cyber attacks or security breaches, pandemics, natural disasters and general economic conditions affecting our industry. TCS may, from time to time, make additional written and oral forward-looking statements, including our reports to shareholders. These forward-looking statements represent only the Company's current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements. # IT Services # Business Solutions # Consulting Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 www.tcs.com"